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 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 401(k) 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 401(k) 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 4-9
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 11-12
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 Board of Directors and Participants of
Atchison Casting Corporation 401(k) Plan
Atchison, Kansas
We have audited the accompanying statements of net assets available for benefits
of Atchison Casting Corporation 401(k) 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.
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 11, 2001
ATCHISON CASTING CORPORATION 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2000 AND 1999
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ASSETS 2000 1999
INVESTMENTS:
Mutual funds $4,284,928 $1,234,417
Guaranteed interest account 315,957 77,899
Common stock 35,600
Participant loans 137,886 22,140
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Total investments 4,774,371 1,334,456
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RECEIVABLES:
Employer's 36,144 6,256
Participants' 57,275 18,433
Atchison Casting Corporation Defined Contribution Plan 23,142
Atchison Casting Corporation Savings Plan 203,924
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Total receivables 320,485 24,689
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NET ASSETS AVAILABLE FOR BENEFITS $5,094,856 $1,359,145
=========== ==========
See notes to financial statements.
2
ATCHISON CASTING CORPORATION 401(k) 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 $ 116,001 $ 13,693
Net appreciation in fair value of investments 246,576 82,179
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Total investment income 362,577 95,872
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Contributions:
Employer's 703,994 99,139
Participants' 1,022,836 352,733
Rollovers 32,070 16,207
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Total contributions 1,758,900 468,079
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Total additions 2,121,477 563,951
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 192,477 47,911
Administrative expenses 10 17,840
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Total deductions 192,487 65,751
TRANSFERS:
From PrimeCast 401(k) Savings and Defined Contribution Plan 1,214,805
From La Grange Foundry Inc. 401(k) Savings and Defined
Contribution Plan 312,286
From Claremont Foundry, Inc. 401(k) Plan 260,405
From Inverness Castings Group Retirement Plan & Trust 19,225
------
Total transfers 1,806,721
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NET INCREASE 3,735,711 498,200
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,359,145 860,945
---------- -------
End of year $5,094,856 $1,359,145
=========== ==========
See notes to financial statements.
3
ATCHISON CASTING CORPORATION 401(k) 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 401(k) 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 sponsored by Atchison
Casting Corporation (the "Company" or "Plan Sponsor"). 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 (the "Trustees") of the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
Effective July 1, 1999 the Plan was restated to allow additional plants of
the Company to participate in the Plan. Due to this amendment, assets were
transferred to this Plan during the 2000 plan year from the following
plans: PrimeCast 401(k) Savings and Defined Contribution Plan, LaGrange
Foundry Inc. 401(k) Savings and Defined Contribution Plan, Claremont
Foundry, Inc. 401(k) Plan and Inverness Castings Group Retirement Plan &
Trust.
During 2000, the Plan Sponsor inadvertently remitted employee and employer
contributions to the Atchison Casting Corporation Savings Plan (the
"Savings Plan") that belonged to the Plan. At June 30, 2000, there is a
receivable from the Savings 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 Savings Plan were transferred to the 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.
During Plan year 2000, the Atchison Casting Corporation Defined
Contribution Plan inadvertently accepted a rollover that belonged to the
Plan. Management of the Company intends to direct Prudential to correct the
rollover.
Eligibility and Participation - Certain employees of the Company are
eligible to participate in the Plan after completing three months of
service.
Contributions - Plan participants may contribute their pre-tax or after-tax
base compensation, subject to certain limitations. Effective July 1, 1999,
the Plan was amended to change the Plan Sponsor's matching contribution to
75% of the first 8% of eligible compensation contributed by participants.
Prior to July 1, 1999, Plan Sponsor matched 33 1/3% of each participant's
eligible contributions for the Plan year. Prior to July 1, 1999 the
matching contribution from the Plan Sponsor could not exceed 2% of the
participant's compensation.
Participant Accounts - Each participant's account is credited with the
participant's contributions and withdrawals, as applicable, 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.
4
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% vested after five years of credited service or upon
retirement at age 62.
Investment Options - Upon enrollment in the Plan, a participant may direct
contributions in investment options offered by Prudential.
During 2000 and 1999, investment options were as follows:
o MFS Massachusetts Investors Trust
o Oppenheimer Global Fund
o AIM Balanced Fund
o Van Kampen Emerging Growth Fund
o Prudential Stock Index 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 Government Income Fund
o Prudential High Yield Fund
o Prudential Small Company Value Fund
o Franklin Convertible Securities Fund
The following investment options were added during 2000:
o MFS Massachusetts Investors Growth Stock Fund
o Fidelity Advisor Equity Growth Fund
o Prudential Equity Income Fund
o Prudential Jennison 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
account balance. The term of such loan shall not exceed five years except
in the case of a loan for the purpose of acquiring a principal residence of
the participant. The term of such loan shall be determined by the Plan
Sponsor considering the maturity dates quoted by representative commercial
banks in the local area for a similar loan. The loans are secured by the
balance in the participant's account. Interest rates range from 8.00% to
10.50%. Principal and interest are paid ratably through payroll deductions.
5
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 may remain in the Plan.
Forfeitures - Forfeitures occur upon termination of employment by a
participant who is not fully vested in the Plan. Nonvested portions of a
participant's employer contribution account are forfeited and 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 document. Expenses of $10 and $17,840 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 market 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 is recorded on the accrual basis.
Dividend income is 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
value 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 values 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.
6
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 Prudential 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
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Value Per
Shares Share Fair
(Rounded) (Rounded) Value
MFS Massachusetts Investors Trust 50,776 $ 20.94 $ 1,063,244
Oppenheimer Global Fund 9,781 68.65 671,497
AIM Balanced Fund 17,238 32.95 568,007
Van Kampen Emerging Growth Fund 5,722 97.15 555,909
Prudential Stock Index Fund 14,518 32.41 470,394
The Prudential Insurance Company of America
Guaranteed Interest Account N/A N/A 315,957
Prudential Government Securities Trust-Money
Market Series 251,485 1.00 251,485
1999
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Value Per
Shares Share Fair
(Rounded) (Rounded) Value
MFS Massachusetts Investors Trust 24,180 $ 21.25 $ 513,827
AIM Balanced Fund 8,720 29.32 255,657
Oppenheimer Global Fund 3,537 48.55 171,722
Prudential Government Securities Trust-Money
Market Series 78,491 1.00 78,491
The Prudential Insurance Company of America
Guaranteed Interest Account N/A N/A 77,899
7
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 $246,576 and $82,179, respectively, as follows:
Net Appreciation (Depreciation) in Fair Value 2000 1999
Mutual funds $ 256,210 $ 146,266
Common stock (9,634)
Pooled separate accounts (64,087)
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$ 246,576 $ 82,179
========== ========
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 from the period beginning November 2, 1998 through June
30, 2000, and, therefore, these transactions qualify as party-in-interest.
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 intent 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. PLAN TAX STATUS
The non-standardized prototype plan document adopted by the Plan has
received a favorable opinion letter from the Internal Revenue Service
stating that the Plan and related trust are designed in accordance with the
Internal Revenue Code ("IRC"). However, a determination letter has not been
requested for the Plan's specific adoption agreement. The Plan Sponsor
believes that the Plan, as adopted, 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 $72,866 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.
As discussed in Note 1 to the financial statements, contributions were
inadvertently remitted to the Savings Plan. This nonexempt transaction was
corrected by virtue of the merger of the Plan with the Savings Plan
effective July 17, 2000.
8
9. SUBSEQUENT EVENT
Effective July 17, 2000, the assets of the Savings Plan were merged into
the Plan. Immediately after the transfer of assets, each participant shall
have an account balance in the Plan equal to their account balance in the
Savings Plan.
******
9
ATCHISON CASTING CORPORATION 401(k) 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)
Relationship of Description of Transactions
Plan, Employer Including Maturity Date, Rate
Identity of or Other of Interest, Collateral, Par or Purchase Selling Lease
Party Involved Party-in-Interest Maturity Value Price Price Rental
Atchison Casting Corporation Plan Sponsor Employee contributions not
timely remitted to the Trust $72,866*
Atchison Casting Corporation Plan Sponsor Contributions remitted to the
Atchison Casting Corporation
Savings Plan 122,421*#
*This represents the total amount of contributions that were withheld from
employees, but not remitted timely to the trust by the Plan Sponsor.
# This represents contributions that were inadvertently remitted to the Atchison
Casting Corporation Savings Plan.
(Table Continued)
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(g) (h) (i) (j)
Expenses Net Gain
Incurred with Cost of Current Value (Loss) on Each
Transaction Asset of Asset Transaction
$ 72,866 $ 72,866
122,421 122,421
10
ATCHISON CASTING CORPORATION 401(k) 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 Interest, Current
Lessor or Similar Party Collateral, Par or Maturity Value Value
MFS Massachusetts Investors Trust Mutual fund
(50,776 shares) $ 1,063,244
Oppenheimer Global Fund Mutual fund
(9,781 shares) 671,497
AIM Balanced Fund Mutual fund
(17,238 shares) 568,007
Van Kampen Emerging Growth Fund Mutual fund
(5,722 shares) 555,909
* Prudential Stock Index Fund Mutual fund
(14,518 shares) 470,394
* The Prudential Insurance Company
of America Guaranteed interest account 315,957
* Prudential Government Securities Trust- Mutual fund
Money Market Series (251,485 shares) 251,485
Fidelity Advisor Equity Income Fund Mutual fund
(8,491 shares) 210,143
MFS Massachusetts Investors Growth Mutual fund
Stock Fund (4,646 shares) 97,789
Fidelity Advisor Equity Growth Fund Mutual fund
(1,292 shares) 96,323
* Prudential Government Income Fund Mutual fund
(9,644 shares) 81,781
* Prudential High Yield Fund Mutual fund
(11,109 shares) 76,654
* Prudential Small Company Value Fund Mutual fund
(4,130 shares) 60,716
Franklin Convertible Securities Fund Mutual fund
(2,402 shares) 37,688
(Continued)
11
ATCHISON CASTING CORPORATION 401(k) 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 Interest, Current
Lessor or Similar Party Collateral, Par or Maturity Value Value
* Atchison Casting Corportation Common stock
(6,191 shares) 35,600
* Prudential Equity Income Fund Mutual fund
(1,605 shares) 25,720
* Prudential Jennison Growth Fund Mutual fund
(695 shares) 17,578
* Various participants Participant loans, interest rates from 8% to
10.5%; maturity dates through May 2015 137,886
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Total investments $ 4,774,371
===========
* Represents party-in-interest to the Plan. (Concluded)
12
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
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