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 SAVINGS 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 Savings 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 SAVINGS PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED JUNE 30, 2000 AND 1999:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-8
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 9
Form 5500, Schedule H, Part IV, Line 4i- Schedule of Assets Held for Investment Purposes
at the End of Year 10
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 Savings Plan
Atchison, Kansas
We have audited the accompanying statements of net assets available for benefits
of Atchison Casting Corporation Savings Plan (the "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 misstatements. 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.
As discussed in Note 9 to the financial statements the net assets of the Plan
were merged into the Atchison Casting Corporation 401(k) Plan effective July 17,
2000.
Our audits were conducted for the purpose of forming an opinion on the 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 the audit of
the basic financial statements for the year ended June 30, 2000, and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
January 11, 2001
ATCHISON CASTING CORPORATION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2000 AND 1999
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ASSETS 2000 1999
INVESTMENTS:
Mutual funds $ 10,165,947 $ 8,136,015
Guaranteed interest account 1,413,420 1,160,237
Common stock 174,960 603,068
Participant loans 304,710 220,501
-------- --------
Total investments 12,059,037 10,119,821
CASH 66 14,713
CONTRIBUTIONS RECEIVABLE:
Employer's 58,722 35,033
Participants' 90,831 56,248
------- -------
Total contributions receivable 149,553 91,281
-------- -------
Total assets 12,208,656 10,225,815
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LIABILITIES
Amounts due to Atchison Casting Corporation 401(k) Plan 203,924
------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 12,004,732 $ 10,225,815
============= ============
See notes to financial statements.
2
ATCHISON CASTING CORPORATION SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JUNE 30, 2000 AND 1999
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2000 1999
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Interest and dividend income $ 505,378 $ 428,381
Net appreciation in fair value of investments 753,319 575,732
-------- --------
Total investment income 1,258,697 1,004,113
---------- ----------
Contributions:
Employer's 471,164 520,395
Participants' 914,319 796,796
Rollover 61,567 33,110
------- -------
Total contributions 1,447,050 1,350,301
---------- ----------
Total additions 2,705,747 2,354,414
---------- ----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 926,780 1,335,867
Administrative expenses 50 13,214
--- ------
Total deductions 926,830 1,349,081
-------- ----------
NET INCREASE 1,778,917 1,005,333
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 10,225,815 9,220,482
----------- ----------
End of year $ 12,004,732 $ 10,225,815
============= ============
See notes to financial statements.
3
ATCHISON CASTING CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2000 AND 1999
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1. DESCRIPTION OF THE PLAN
The following description of the Atchison Casting Corporation (the
"Company" or "Plan Sponsor") Savings 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 certain
employees, as described in the Plan agreement of the Plan Sponsor, that
meet the prescribed eligibility requirements. Nationwide Life Insurance
Company ("Nationwide") served as the custodian of the Plan through November
2, 1998 at which time Prudential Investments ("Prudential") became
custodian of the Plan. Individuals employed by the Plan Sponsor serve as
Trustees of the Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
During 2000, the Plan Sponsor inadvertently remitted employee and employer
contributions to the Plan that belonged to the Atchison Casting Corporation
401(k) Plan (the "401(k) Plan"). At June 30, 2000, there is a payable from
the Plan in the financial statements of $203,924 that reflects this
transaction. As discussed in Note 9, subsequent to June 30, 2000 all assets
of the Plan were transferred to the 401(k) Plan which by virtue of the
merger, management believes corrected this condition and did not affect
participants' balances, the earnings on these balances or the participants'
fund elections.
Eligibility and Participation - Employees are eligible for participation in
the plan after completing three months of service. A participant must
complete one year of service to receive the matching contribution from the
Plan Sponsor.
Contributions - Plan participants may contribute a portion of their base
compensation, subject to certain Internal Revenue Code ("IRC") limitations.
The Plan Sponsor matches 75% of the first 8% of eligible compensation, as
defined by the Plan document, contributed by participants.
Participant Accounts - Each participant's account is credited with the
participant's contributions and withdrawals, as applicable, and allocations
of the Plan Sponsor's contributions and Plan earnings. The benefit to which
a participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting - Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in the Company's matching contribution of
their accounts plus actual earnings thereon is based on years of service. A
participant is 100 percent vested after five years of credited service.
Investment Options - Upon enrollment in the Plan, a participant may direct
his or her contributions in investment options offered by Prudential.
During 2000 and 1999, the investment options were as follows:
o MFS Massachusetts Investors Trust
4
o Oppenheimer Global Fund
o Van Kampen Emerging Growth Fund
o The Prudential Insurance Company of America - Guaranteed Interest
Account
o AIM Balanced Fund
o Prudential Stock Index Fund
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 investment options were added during 2000:
o Atchison Casting Corporation - Common Stock
o MFS Massachusetts Investors Growth Stock Fund
o Prudential Jennison Growth Fund
o Fidelity Advisor Equity Growth Fund
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.
Prior to November 26, 1999, participants maintained balances in the
Rockwell Stock Fund which was originally rolled over from a previous plan,
but no new contributions were accepted in this fund during 1999 and 2000.
The fund consisted of shares of common stock of Rockwell International,
Boeing Company, Meritor Automotive, Inc. and Conexant Systems, Inc.
Effective November 26, 1999 this fund was liquidated and invested in the
funds listed above as directed by the participants.
Participants may change investment elections for future contributions at
any time and may transfer any existing balances among the offered 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
account balance. Loan terms range from 1-5 years. The loans are secured by
the balance in the participant's account and bear interest at a rate
commensurate with local prevailing rates as determined quarterly by the
Plan Sponsor. Interest rates range from 8.75% to 10%. Principal and
interest is paid ratably through payroll deductions.
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, or the account balance can remain in the Plan.
5
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 matching 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 $50 and $13,214
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 account, are stated at fair value as
determined by quoted market prices. The Rockwell Stock Fund was stated at
market value as determined at the end of the period based upon quotations
obtained from national security exchanges. Participant loans are stated at
cost, which approximates fair value. See Note 3 regarding the valuation of
guaranteed interest contract. 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.
Unit Values - Individual participant accounts were maintained on a unit
basis through November 2, 1998 (excluding common stock). Participants did
not have beneficial ownership in specific underlying securities or other
assets in the various funds in the Nationwide pooled separate accounts, 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 in the year paid.
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 deemed to be fully benefit responsive. The contract for this
Plan has been deemed to be fully benefit responsive, according to the
provision 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
6
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 investments that represent
5% or more of the Plan's net assets available for benefits at June 30, 2000
and 1999:
2000 1999
-------------------------------------------------------------
Value Per Value Per
Shares Share Fair Shares Share Fair
(Rounded)(Rounded) Value (Rounded)(Rounded) Value
MFS Massachusetts Investors Trust 159,428 $ 20.94 $ 3,338,418 200,368 $ 21.25 $ 4,257,816
Oppenheimer Global Fund 25,688 68.65 1,763,460 22,698 48.55 1,101,977
Van Kampen Emerging Growth Fund 17,624 97.15 1,712,206
The Prudential Insurance Company
of America - Guaranteed Interest
Account N/A N/A 1,413,420 N/A N/A 1,160,237
AIM Balanced Fund 39,384 32.95 1,297,705 40,513 29.32 1,187,840
Prudential Stock Index Fund 23,642 32.40 765,990
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 $753,319 and $575,732, respectively, as follows:
Net Appreciation (Depreciation) in Fair Value 2000 1999
Common stock $ (75,121) $ 286,898
Mutual funds 828,440 771,310
Pooled separate accounts (482,476)
--------- ---------
$ 753,319 $ 575,732
========== ==========
Nonparticipant-Directed Investments
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
2000 1999
Net Assets:
Common stock of Rockwell Stock Fund $603,068
Cash 14,713
Changes in Net Assets:
Interest and dividend income $ 2,191 567
Net appreciation in fair value of investments 15,041 286,898
Benefits paid to participants (3,503)
Transfers to participant-directed investments (635,013) (203,523)
7
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.
Certain Plan investments held during the previous year were units 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
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. (See Note 9)
7. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated August 28, 1995, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (the
"IRC"). The Plan has been amended since receiving the letter, 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 TRANSACTION
During the year ended June 30, 2000, employee deferrals of $186,680 were
withheld from certain payrolls and not remitted on a timely basis (as
defined by 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. SUBSEQUENT EVENT
Effective July 17, 2000, the assets of the Plan were merged into the
Atchison Casting Corporation 401(k) Plan ("Corporate 401(k)"). Immediately
after the transfer of assets, each participant shall have an account
balance in the Corporate 401(k) equal to their account balance in this
Plan.
******
8
ATCHISON CASTING CORPORATION SAVINGS 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)
Description of Transactions
Relationship of Plan, Including Maturity Date, Rate of
Identity of Party Employer, or Other Interest, Collateral, Par or Purchase Selling Lease
Involved Party-in-Interest Maturity Value Price Price Rental
Atchison Casting Corporation Plan Sponsor Employee contributions not
timely remitted to the Plan $186,680 *
(Table Continued
- -----------------------------------------------------------
(g) (h) (i) (j)
Expenses
Incurred Current Net Gain
with Cost of Value of (Loss) on Each
Transaction Asset Asset Transaction
$ 186,680 $ 186,680
* This represents the total amount of contributions that were withheld from
employees, but not remitted timely to the trust by the Plan Sponsor.
9
ATCHISON CASTING CORPORATION SAVINGS 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) (e)
Description of Investment Including
Identity of Issue, Borrower, Lessor or Similar Party Maturity Date, Rate of Interest, Current
Collateral, Par or Maturity Value Value
MFS Massachusetts Investors Trust Mutual fund
(159,428 shares) $ 3,338,418
Oppenheimer Global Fund Mutual fund
(25,688 shares) 1,763,460
Van Kampen Emerging Growth Fund Mutual fund
(17,624 shares) 1,712,206
* The Prudential Insurance Company of America Guaranteed interest account 1,413,420
AIM Balanced Fund Mutual fund
(39,384 shares) 1,297,705
* Prudential Stock Index Fund Mutual fund
(23,642 shares) 765,990
* Prudential Government Securities Trust - Money Market
Series Mutual fund
(388,477 shares) 388,477
Fidelity Advisor Equity Income Fund Mutual fund
(9,606 shares) 237,744
* Atchison Casting Corporation Common stock
(30,428 shares) 174,960
MFS Massachusetts Investors Growth Stock Fund Mutual fund
(7,330 shares) 154,302
* Prudential High Yield Fund Mutual fund
(22,230 shares) 153,389
* Prudential Small Company Value Fund Mutual fund
(9,296 shares) 136,650
* Prudential Jennison Growth Fund Mutual fund
(3,344 shares) 84,631
* Prudential Government Income Fund Mutual fund
(8,281 shares) 70,226
Franklin Convertible Securities Fund Mutual fund
(2,536 shares) 39,789
Fidelity Advisor Equity Growth Fund Mutual fund
(308 shares) 22,960
* Various participants Participant loans, interest rates from 8.75% to
10%; maturity dates through June 2005 304,710
-------
Total investments $ 12,059,037
============
* Represents party-in-interest
10
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
SAVINGS 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
11
EXHIBIT INDEX
Exhibit Number Description
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23 Consent of Deloitte & Touche LLP