UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________________ to __________________
Commission file number 1-12541
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
ATCHISON CASTING CORPORATION HOURLY EMPLOYEES 401(k) PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ATCHISON CASTING CORPORATION
400 South Fourth Street
Atchison, Kansas 66002
Atchison Casting Corporation Hourly Employees' 401(k) Plan
(Formerly Known as Atchison Casting Corporation Hourly 401(k)
and Defined Contribution Plan)
Financial Statements as of and for the Years Ended June 30, 2000 and 1999,
Supplemental Schedules as of and for the Year Ended June 30, 2000, and
Independent Auditors' Report
ATCHISON CASTING CORPORATION
HOURLY EMPLOYEES' 401(k) PLAN (FORMERLY KNOWN AS ATCHISON CASTING CORPORATION
HOURLY 401(k) AND DEFINED CONTRIBUTION PLAN)
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1-2
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED JUNE 30, 2000 AND 1999:
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5-9
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED JUNE 30, 2000:
Form 5500, Schedule H, Part IV, Lines 4a and 4d - Schedule of Nonexempt Transactions 10
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets Held for Investment Purposes
at the End of Year 11
Note: Certain supplemental schedules required by rules and regulations of the Department
of Labor are omitted because of the absence of the conditions under which they are
required.
INDEPENDENT AUDITORS' REPORT
The Trustees and Participants
Atchison Casting Corporation
Hourly Employees' 401(k) Plan
Atchison, Kansas
We have audited the accompanying statements of net assets available for benefits
of Atchison Casting Corporation Hourly Employees' 401(k) Plan (formerly known as
Atchison Casting Corporation Hourly 401(k) and Defined Contribution Plan) as of
June 30, 2000 and 1999, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of June 30, 2000
and 1999, and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These schedules are
the responsibility of the Plan's management. Such schedules have been subjected
to the auditing procedures applied in our audit of the basic financial
statements for the year ended June 30, 2000, and, in our opinion, are fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
January 2, 2001
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ATCHISON CASTING CORPORATION
HOURLY EMPLOYEES' 401(k) PLAN
(FORMERLY KNOWN AS ATCHISON CASTING CORPORATION
HOURLY 401(k) AND DEFINED CONTRIBUTION PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2000 AND 1999
- - - - -----------------------------------------------------------------------------------------------
ASSETS 2000 1999
INVESTMENTS:
Mutual funds $ 1,228,847 $ 1,334,872
Guaranteed interest accunt 95,070 56,531
Common stock of Atchison Casting Corporation 13
Participant loans 55,620 31,008
------- ------
Total investments 1,379,550 1,422,411
---------- ---------
CONTRIBUTIONS RECEIVABLE:
Employer's 14,119 91,088
Participants' 34,279 42,739
------- ------
Total contributions receivable 48,398 133,827
------- -------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,427,948 $ 1,556,238
============ ===========
See notes to financial statements.
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ATCHISON CASTING CORPORATION
HOURLY EMPLOYEES' 401(k) PLAN
(FORMERLY KNOWN AS ATCHISON CASTING CORPORATION
HOURLY 401(k) AND DEFINED CONTRIBUTION PLAN)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JUNE 30, 2000 AND 1999
- - - - -----------------------------------------------------------------------------------------------
2000 1999
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Interest and dividend income $ 76,516 $ 52,812
Net appreciation in fair value of investments 103,691 56,203
-------- ------
Net investment income 180,207 109,015
-------- -------
Contributions:
Employer's 152,191 114,263
Participants' 366,768 196,291
Rollover 1,369
-----
Total contributions 518,959 311,923
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Total additions 699,166 420,938
-------- -------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants 185,741 32,350
Distributed loans 12,331
Administrative expenses 45 21,636
--- ------
Total deductions 198,117 53,986
-------- ------
TRANSFER TO ATCHISON CASTING CORPORATION
HOURLY DEFINED CONTRIBUTION PLAN (629,339)
---------
NET INCREASE (DECREASE) (128,290) 366,952
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,556,238 1,189,286
---------- ---------
End of year $ 1,427,948 $ 1,556,238
============ ===========
See notes to financial statements.
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ATCHISON CASTING CORPORATION
HOURLY EMPLOYEES' 401(K) PLAN (FORMERLY KNOWN AS ATCHISON CASTING CORPORATION
HOURLY 401(K) AND DEFINED CONTRIBUTION PLAN)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2000 AND 1999
- - - - --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Atchsion Casting Corporation Hourly
Employees' 401(k) Plan, formerly known as Atchison Casting Corporation
Hourly 401(k) and Defined Contribution Plan, (the "Plan") provides only
general information. Participants should refer to the Plan document for a
more complete description of the Plan's provisions.
General - The Plan is a defined contribution plan covering hourly employees
of Atchison Casting Corporation (the "Plan Sponsor" or "Plan Administrator"
or "Atchison") provided they meet the prescribed eligibility requirements.
The Plan was formed by the Plan Sponsor on July 1, 1993. Nationwide Life
Insurance Company ("Nationwide") served as the custodian of all assets
through November 2, 1998 at which time Prudential Investments
("Prudential") became custodian of the Plan. Individuals employed by the
Plan Sponsor serve as trustees (the "Trustees") of the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
Plan Amendment - The Plan was amended on July 1, 1999. Prior to July 1,
1999, the Plan had a profit sharing feature allowing Plan participants to
receive a profit sharing contribution based on net profits, as defined by
the Plan document, of Atchison. On July 1, 1999, the Atchison Casting
Corporation Hourly Defined Contribution Plan (the "Defined Contribution
Plan") was created, to administer the profit sharing contributions that
were previously handled by the Plan. On June 26, 2000, assets of $629,339
were transferred to the Defined Contribution Plan, which represent the
participants' profit sharing account balances that were eligible to enroll
in the Defined Contribution Plan.
Eligibility and Participation - Hourly employees are eligible for
participation in the Plan after completing at least three months of
service, provided they meet the prescribed eligibility requirements set
forth in the Plan document.
Contributions - Plan participants may contribute a portion of their pre-tax
or after-tax base compensation, subject to certain Internal Revenue Code
("IRC") limitations. Effective May 11, 1999 the Company will make a
matching contribution of 50% of the first 6% of base compensation that a
participant contributes to the Plan. Prior to May 11, 1999 the Plan Sponsor
did not match amounts contributed by participants. Effective July 1, 1998,
the Plan was amended to increase the percentage on which the additional
nonelective contribution is based from 7% to 10% of the net profits of
Atchison, as defined in the Plan document. Effective July 1, 1999 there
will be no profit sharing contributions made to this plan, due to the plan
amendment mentioned previously. Prior to July 1, 1999, the Plan received a
portion of the net profit amount based on the compensation of eligible
employees of the Plan in relation to the compensation of eligible employees
of other eligible plans of Atchison that participate in the net profit
allocation. The nonelective contribution was then allocated based on
compensation of all eligible
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employees in relation to total compensation of each eligible employee of
certain plans sponsored by Atchison or it's subsidiaries.
Participant Accounts - Each participant's account is credited with the
participant's contributions and withdrawals, as applicable, and allocations
of the Company's contributions and Plan earnings. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
Vesting - Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in the Company's matching and profit
sharing contribution (prior to July 1, 1999) portions of their accounts
plus actual earnings thereon is based on years of service. A participant is
100% vested after five years of credited service.
Investment Options - Upon enrollment in the Plan, a participant may direct
contributions in investment options offered by Prudential. During 2000 and
1999, the investment options were as follows:
o MFS Massachusetts Investors Trust
o Oppenheimer Global Fund
o Van Kampen Emerging Growth Fund
o Prudential Stock Index Fund
o AIM Balanced Fund
o The Prudential Insurance Company of America - Guaranteed Interest
Account
o Prudential Government Securities Trust - Money Market Series
o Fidelity Advisor Equity Income Fund
o Prudential High Yield Fund
o Prudential Small Company Value Fund
o Prudential Government Income Fund
o Franklin Convertible Securities Fund
The following funds were added as investment options during 2000:
o MFS Massachusetts Investors Growth Stock Fund
o Prudential Jennison Growth Fund
o Fidelity Advisor Equity Growth Fund
o Atchison Casting Corporation Common Stock
For more information regarding the Plan's investment alternatives and fund
performance, participants should refer to the Plan agreement and published
information provided by such funds.
Participants may change investment elections for future contributions at
any time and may transfer any existing balances among the offered funds,
subject to exchange limitations imposed by the funds.
Participant Loans - Participants may borrow from their fund accounts a
minimum of $1,000 up to the lesser of $50,000 or 50 percent of their vested
account balance. Loan terms range from 1 to 5 years, except for loans
obtained for the purpose of acquiring a primary residence which the loan
term is determined by the employer. The loans are secured by the balance in
the participant's account and bear interest at a rate commensurate with the
local prevailing rates as determined quarterly by the Plan administrator.
Interest rates range from 8.75% to 9.75%. Principal and interest are paid
ratably through payroll deductions.
-6-
Payment of Benefits - Distributions from the Plan are made upon death,
retirement, termination, or permanent disability pursuant to the Plan
provisions and as permitted by law. If a participant's vested account is
less than $5,000, the account balance must be distributed as a lump sum as
soon as administratively possible after separation from service. If the
account balance is $5,000 or greater, distributions can be in the form of a
lump sum, installments, qualified joint and 50% survivor annuities or the
account balance can remain in the Plan.
Forfeitures - Forfeitures occur upon termination of employment by a
participant who is not fully vested in the Plan. Forfeiture amounts are
used to reduce subsequent contributions by the Plan Sponsor.
Expenses - Expenses of the Plan are paid by either the Plan or the Plan
Sponsor, as provided by the Plan agreement. Expenses of $45 and $21,636
were paid by the Plan for the years ended June 30, 2000 and 1999,
respectively. The expenses for the Plan year ended June 30, 1999 include
expenses related to the transfer of assets from Nationwide to Prudential.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared
under the accrual method of accounting.
Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
Investments Valuation and Income Recognition - The Plan's investments,
excluding the guaranteed interest contract, are stated at fair value as
determined by quoted market prices. Participant loans are stated at cost,
which approximates fair value. Purchases and sales of securities are
recorded on a trade-date basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend date. See Note 3 regarding
the valuation of the guaranteed interest contract.
Unit Values - Individual participant accounts were maintained on a unit
basis through November 2, 1998. Participants did not have beneficial
ownership in specific underlying securities or other assets in the various
funds of Nationwide, but did have an interest therein represented by units
valued as of the last business day of the period. The various funds earned
dividends and interest which were automatically reinvested in additional
units. Generally, contributions to and withdrawal payments from each fund
were converted to units by dividing the amounts of such transactions by the
unit value as last determined, and the participants' accounts were charged
or credited with the number of units properly attributable to each
participant. Transactions were recorded on the trade date.
Payment of Benefits - Benefit payments are recorded when paid.
-7-
3. INVESTMENT CONTRACT WITH INSURANCE COMPANY
The Plan has applied the provisions of Statement of Position ("SOP") 94-4,
"Reporting of Investment Contracts Held by Health and Welfare Benefit Plans
and Defined Contribution Pension Plans." SOP 94-4 requires a defined
contribution plan to report investment contracts at fair value unless such
contract is fully benefit responsive. The contract for this Plan has been
deemed to be fully benefit responsive, according to the provisions of SOP
94-4. As such, the contract is presented at contract value, which
approximates fair value, on the statement of net assets available for
benefits as of June 30, 2000 and 1999. The crediting interest rate for the
years ended June 30, 2000 and 1999 for the contract ranges from 5.50% to
6.45% and 4.85% to 5.50%, respectively. The crediting interest rate is
reset upon the maturity of the contract.
4. INVESTMENTS
The following table presents the fair values of those investments that
exceeded 5% of the Plan's net assets available for benefits at June 30,
2000 and 1999:
2000 1999
---------------------------------- -----------------------------------
Value Value
Shares Per Share Fair Shares Per Share Fair
(rounded) (rounded) Value (rounded) (rounded) Value
MFS Massachusetts Investors Trust 19,936 $ 20.94 $ 417,463 37,638 $ 21.25 $ 799,816
Prudential Government Securities
Trust - Money Market Series - - - 210,947 1.00 210,947
Oppenheimer Global Fund 2,933 68.64 201,316 2,097 48.55 101,805
Van Kampen Emerging Growth Fund 1,884 97.14 183,011
Prudential Stock Index Fund 3,984 32.40 129,085
AIM Balanced Fund 3,029 32.95 99,791 2,709 29.32 79,427
The Prudential Insurance Company of
America - Guaranteed interest account N/A N/A 95,070
During 2000 and 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $103,691 and $56,203, respectively, as follows:
Net Appreciation (Depreciation)
in Fair Value 2000 1999
Mutual funds $103,691 $ 98,751
Pooled separate accounts (42,548)
----------- -----------
$103,691.00 $ 56,203.00
5. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds and a guaranteed
interest account managed by Prudential. Prudential is the custodian as
defined by the Plan beginning November 3, 1998 through June 30, 2000, and,
therefore, these transactions qualify as party-in-interest.
-8-
Certain Plan investments held during the year ended June 30, 1999 were
pooled separate accounts and contracts managed by Nationwide. Nationwide
was the custodian as defined by the Plan through November 2, 1998,
therefore, these transactions qualified as party-in-interest.
6. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right, under the Plan, to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
7. TAX STATUS
The Internal Revenue Service has determined and informed the Plan Sponsor
by a letter dated October 4, 2000, that the Plan and related trust are
designed in accordance with applicable sections of the IRC. The Plan has
been amended since receiving the letter (see Note 1). However, the Plan
administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
8. NONEXEMPT TRANSACTIONS
During the year ended June 30, 2000, employee deferrals of $25,638 were
withheld from certain payrolls and not remitted on a timely basis (as
defined by the Department of Labor (the "DOL")) by the Plan Sponsor. All
such deferrals were subsequently remitted to the trust by the Plan Sponsor.
This transaction was prohibited according to the provisions of the DOL.
******
-9-
ATCHISON CASTING CORPORATION
HOURLY EMPLOYEES' 401(k) PLAN
(FORMERLY KNOWN AS ATCHISON CASTING CORPORATION
HOURLY 401(k) AND DEFINED CONTRIBUTION PLAN
FORM 5500, SCHEDULE H, PART IV, LINES 4a AND 4d - SCHEDULE OF NONEXEMPT TRANSACTIONS
YEAR ENDED JUNE 30, 2000
- - - - --------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
Description of Transactions Expenses
Relationship of Including Maturity Date, Incurred
Plan, or Other Rate of Interest, Collateral Purchase Selling Lease with Cost of
Identity of Party Involved Party-in-Interest Par or Maturity Value Price Price Rental Transaction Asset
Atchison Casting Corporation Plan Sponsor Employee contributions not timely $25,638*
remitted to the Trust
(Table Continued)
FORM 5500, SCHEDULE H, PART IV, LINES 4a AND 4d - SCHEDULE OF NONEXEMPT TRANSACTIONS
YEAR ENDED JUNE 30, 2000
- - - - --------------------------------------------------------------------------------------------------------------------------------
(i) (j)
Current Net Gain
Value of (Loss) on Each
Asset Transaction
$ 25,638 $ 25,638
- - - - -----------------------------------------------
* This represents total amount of contributions that were withheld from
employees, but not remitted timely into trust by the Plan Sponsor.
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ATCHISON CASTING CORPORATION
HOURLY EMPLOYEES' 401(k) PLAN
(FORMERLY KNOWN AS ATCHISON CASTING CORPORATION
HOURLY 401(k) AND DEFINED CONTRIBUTION PLAN)
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AT THE END OF YEAR
JUNE 30, 2000
- - - - ----------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d)
Description of
Investment Including
Identity of Issue, Borrower, Maturity Date, Rate of Current
Lessor or Similar Party Interest, Collateral Value
MFS Massachusetts Investors Trust Mutual fund
(19,936 shares) $ 417,463
Oppenheimer Global Fund Mutual fund
(2,933 shares) 201,316
Van Kampen Emerging Growth Fund Mutual fund
(1,884 shares) 183,011
* Prudential Stock Index Fund Mutual fund
(3,984 shares) 129,085
AIM Balanced Fund Mutual fund
(3,029 shares) 99,791
* The Prudential Insurance Company of America Guaranteed interest account 95,070
* Prudential Government Securities Trust - Mutual fund
Money Market Series (66,898 shares) 66,898
Fidelity Advisor Equity Income Fund Mutual fund
(2,495 shares) 61,756
* Prudential High Yield Fund Mutual fund
(3,736 shares) 25,781
* Prudential Small Company Value Fund Mutual fund
(1,301 shares) 19,130
* Prudential Government Income Fund Mutual fund
(1,882 shares) 15,964
Franklin Convertible Securities Fund Mutual fund
(286 shares) 4,490
MFS Massachusetts Investors Growth Stock Fund Mutual fund
(108 shares) 2,276
* Prudential Jennison Growth Fund Mutual fund
(54 shares) 1,371
Fidelity Advisor Equity Growth Fund Mutual fund
(7 shares) 515
* Atchison Casting Corporation Common stock
(2 shares) 13
* Various Participants Participants loans, interest rates
from 8.75% to 9.75%; maturity dates
through June 2005 55,620
------
Total investments $ 1,379,550
===========
* Represents a party-in-interest to the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
ATCHISON CASTING CORPORATION
HOURLY EMPLOYEES 401(k) PLAN
Date January 11, 2001 By: Atchison Casting Corporation,
its Administrator
By: /s/ Kevin T. McDermed
Kevin T. McDermed
Vice President, Chief
Financial Officer,
Treasurer and Secretary
EXHIBIT INDEX
Exhibit Number Description
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23 Consent of Deloitte & Touche LLP