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 December 31, 2000
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[ ] 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
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
INVERNESS CASTINGS GROUP, INC. HOURLY EMPLOYEES' RETIREMENT
PLAN AND TRUST
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
Inverness Castings Group, Inc. Hourly Employees' Retirement Plan & Trust
Financial Statements as of and for the Years Ended December 31, 2000 and
1999, Supplemental Schedules as of and for the Year Ended December 31, 2000,
and Independent Auditors' Report
INVERNESS CASTINGS GROUP, INC.
HOURLY EMPLOYEES' RETIREMENT PLAN & TRUST
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 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 DECEMBER 31, 2000:
Form 5500, Schedule H, Part IV, Line 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 conditions under
which they are required.
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator and Participants
Inverness Castings Group, Inc. Hourly Employees' Retirement Plan & Trust
We have audited the accompanying statements of net assets available for benefits
of the Inverness Castings Group, Inc. Hourly Employees' Retirement Plan & Trust
(the "Plan") as of December 31, 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 as of December 31, 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 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
2000 financial statements 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
June 18, 2001
INVERNESS CASTINGS GROUP, INC.
HOURLY EMPLOYEES' RETIREMENT PLAN & TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
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2000 1999
ASSETS:
Investments:
Mutual funds $4,329,552 $4,660,529
Guaranteed interest account 269,050 113,536
Participant loans 213,986 168,530
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Total investments 4,812,588 4,942,595
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Receivables:
Employer contribution 69,480 161,583
Participants' contributions 21,606 20,712
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Total receivables 91,086 182,295
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NET ASSETS AVAILABLE FOR BENEFITS $4,903,674 $5,124,890
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See notes to financial statements.
2
INVERNESS CASTINGS GROUP, INC.
HOURLY EMPLOYEES' RETIREMENT PLAN & TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2000 AND 1999
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ADDITIONS: 2000 1999
Investment income:
Net appreciation (depreciation) in fair value of investments $ (277,987) $ 369,158
Interest and dividend income 312,489 158,044
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Investment income 34,502 527,202
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Contributions:
Employer (less forfeitures of $97,575 and $497, respectively) 127,448 162,121
Participant 301,696 277,702
Rollovers 73,870
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Total contributions 429,144 513,693
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Total additions 463,646 1,040,895
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DEDUCTIONS:
Benefits paid to participants 437,272 582,721
Administrative expenses 8,784
Transfer to Atchison Casting Corporation 401(k) Plan 247,590
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Total deductions 684,862 591,505
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INCREASE (DECREASE) IN NET ASSETS AVAILABLE
FOR BENEFITS (221,216) 449,390
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 5,124,890 4,675,500
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End of year $ 4,903,674 $ 5,124,890
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See notes to financial statements.
3
INVERNESS CASTINGS GROUP, INC.
HOURLY EMPLOYEES' RETIREMENT PLAN & TRUST
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000 AND 1999
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1. DESCRIPTION OF THE PLAN
The following description of the Inverness Castings Group, Inc. Hourly
Employees' Retirement Plan & Trust (the "Plan") provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General - The Plan is a defined contribution plan sponsored by Inverness
Casting Group, Inc., a subsidiary of Atchison Casting Corporation, (the
"Company" or the "Plan Sponsor"). Fidelity Management Trust Company
("Fidelity") served as the custodian of the Plan through August 3, 1999 at
which time Prudential Investments ("Prudential") became the custodian of
the Plan. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
During 2000, the Plan transferred $247,590 to the Atchison Casting
Corporation 401(k) Plan (the "Corporation Plan"), which represents the
account balances of collectively bargained employees who became salaried
employees and were subsequently transferred to the Corporation Plan.
Eligibility and Participation - Collective bargaining employees are
eligible for participation in the Plan after completing at least one full
year of continuous service, provided that they meet the prescribed
eligibility requirements set forth in the Plan document.
Contributions - Plan participants may contribute up to 15% of their salary
on a pre-tax basis, subject to certain Internal Revenue Code ("IRC")
limitations. The Company makes annual contributions of specific amounts per
participating employee, as established in the current collective bargaining
agreement. The annual contributions for 2000 and 1999 were $162,620 and
$161,975, respectively for the collective bargaining agreement.
Effective January 1, 2000, the employees' union agreement requires for an
employer match of 25% of a participant's pre-tax contribution, provided
that such amount does not exceed 2% of a participant's compensation.
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 contribution portion of
their accounts plus actual earnings thereon is based on years of service. A
participant is 100% vested after five years of continuous service, as
defined in the Plan document.
Investment Options - Upon enrollment in the Plan, a participant may direct
contributions in investment options offered by Prudential.
4
During 2000 and 1999, investment options were as follows:
o MFS Massachusetts Investors Trust
o Prudential Government Income Fund
o Fidelity Advisor Equity Income Fund
o Van Kampen Emerging Growth Fund
o Prudential Stock Index Fund
o The Prudential Insurance Company of America Guaranteed Interest
Account
o AIM Balanced Fund
o Oppenheimer Global Fund
o Prudential Government Securities Trust - Money Market Series
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 Prudential Jennison Growth Fund
o Fidelity Advisor Equity Growth Fund
o MFS Massachusetts Investors Growth
o Prudential Value 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 a maximum equal to the lesser of $50,000 or 50% of
their elected deferral account balance. Loan terms range from 1 - 5 years
or up to 25 years for the purchase of a primary residence. 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 6.95% - 10.5%.
Principal and interest are paid ratably through payroll deductions.
5
Payment of Benefits - Upon termination of service due to death, layoff,
disability, hardship, termination or retirement, a participant may elect to
receive either a lump sum amount equal to the value of the vested interest
in his or her account, a form of single or joint and survivor life annuity,
or annual installments. If a participant dies, the balance in his or her
account becomes fully vested and payable to the beneficiary.
Forfeitures - Forfeitures occur upon termination of employment by a
participant who is not fully vested in the Plan. Forfeiture amounts of
$97,575 and $497 were used to reduce subsequent employer contributions by
the Plan Sponsor for 2000 and 1999, respectively.
Expenses - Expenses of the Plan are paid by either the Plan or the Plan
Sponsor, as provided by the Plan agreement.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared
under the accrual basis 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 investments, excluding
the guaranteed interest contract, are stated at fair values as determined
by quoted market prices. Participant loans are stated at cost, which
approximates market. See Note 3 regarding the valuation of guaranteed
interest contracts.
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.
Payment of Benefits - Benefits are recorded when 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 fully benefit responsive. The Prudential contract for this Plan
has been deemed to be fully benefit repsonsive, according to provisions of
SOP 94-4. As such, the contracts are presented at contract value which
approximates fair value, on the statement of net assets available for
benefits as of December 31, 2000 and 1999. The crediting interest rates for
the years ended December 31, 2000 and 1999 for the contract range from
4.85% - 5.90% and 5.95% - 6.35%, respectively. The crediting interest rate
is reset upon the maturity of the contract.
6
4. INVESTMENTS
The Plan's investments which exceeded 5% of net assets available for
benefits as of December 31, 2000 and 1999 are as follows:
2000 1999
MFS Massachusetts Investors Trust $1,852,665 $2,451,344
Prudential Government Income Fund 808,565 851,202
Fidelity Advisor Equity Income Fund 590,050 591,358
AIM Balanced Fund 242,360 348,534
Van Kampen Emerging Growth Fund 293,111
Prudential Stock Index Fund 288,663
The Prudential Insurance Company of America Guaranteed
Interest Account 269,050
During 2000 and 1999, the Plan's investments in mutual funds (including
gains and losses on investments bought and sold, as well as held during the
year) appreciated (depreciated) in value by $(277,987) and $369,158,
respectively.
6. RELATED PARTIES
Certain Plan investments are shares of mutual funds and a guaranteed
interest contract managed by Prudential. Prudential is the custodian as
defined by the Plan from August 4, 1999 through December 31, 2000 and,
therefore, these transactions qualify as party-in-interest.
Certain Plan investments held during 1999 were mutual funds and a
common/collective trust held by Fidelity. Fidelity was the trustee as
defined by the Plan through August 3, 1999, therefore, these transactions
qualify as party-in-interest.
7. 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.
8. TAX STATUS
The Plan obtained a determination letter dated May 7, 1996, in which the
Internal Revenue Service stated that the Plan, as designed, was in
compliance with the applicable requirements of the IRC. The Company
believes that the Plan currently is designed and is being operated in
compliance with the applicable requirements of the IRC and that the Plan
qualifies under Section 401(a) and the related trust is tax-exempt as of
December 31, 2000. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
7
9. NONEXEMPT TRANSACTION
During the year ended December 31, 2000 employee deferrals of $43,601 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. This
transaction was prohibited according to the provisions of the DOL. All such
deferrals were subsequently remitted to the Trust by the Plan Sponsor.
10. SUBSEQUENT EVENTS
Effective January 1, 2001, the collective bargaining agreement for the Plan
requires an employer match of 25% of a participant's pre-tax contribution,
provided that such amount does not exceed 4% of a participant's
compensation.
******
8
INVERNESS CASTINGS GROUP, INC. HOURLY EMPLOYEES RETIREMENT PLAN & TRUST
FORM 5500, SCHEDULE H, PART IV, LINES 4a and 4d - SCHEDULE OF NONEXEMPT TRANSACTIONS
YEAR ENDED DECEMBER 31, 2000
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(a) (b) (c) (d) (e) (f) (g)
Relationship of Description of Transactions
Plan, Employer Including Maturity Date, Rate Expenses
Identity of or Other of Interest, Collateral, Par or Purchase Selling Lease Incurred with
Party Involved Party-in-Interest Maturity Value Price Price Rental Transaction
Inverness Casting Plan Sponsor Employee contributions not
Group, Inc. timely remitted to the Plan $43,601*
(Table continued)
- ---------------------------------------------
- ----------------------------------------------
(h) (i) (j)
Net Gain
Cost of Current Value (Loss) on Each
Asset of Asset Transaction
$ 43,601 $43,601
*This represents the total amount of contributions that have been withheld from employees, but not remitted timely into
trust by the Plan Sponsor.
9
INVERNESS CASTINGS GROUP, INC.
HOURLY EMPLOYEES' RETIREMENT PLAN & TRUST
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES AT THE END OF YEAR
DECEMBER 31, 2000
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(a) (b) (c) (d)
Description of Investment Including
Identity of Issue, Maturity Date, Rate of Interest, Current
Borrower, Lessor or Similar Party Collateral, Par or Maturity Value Value
MFS Massachusetts Investors Trust Mutual fund
(92,541 shares)` $ 1,852,665
* Prudential Government Income Fund Mutual fund
(91,570 shares) 808,565
Fidelity Advisor Equity Income Fund Mutual fund
(22,799 shares) 590,050
Van Kampen Emerging Growth Fund Mutual fund
(4,669 shares) 293,111
* Prudential Stock Index Fund Mutual fund
(9,818 shares) 288,663
* The Prudential Insurance Company of America Guaranteed Interest Account 269,050
AIM Balanced Fund Mutual fund
(8,054 shares) 242,360
Oppenheimer Global Fund Mutual fund
(2,276 shares) 120,605
* Prudential Jennison Growth Fund Mutual Fund
(2,805 shares) 50,378
* Prudential Government Securities Trust - Money market fund
Money Market Series (30,951 shares) 30,951
Fidelity Advisor Equity Growth Fund Mutual Fund
(255 shares) 15,179
* Prudential High Yield Fund Mutual fund
(2,444 shares) 15,156
* Prudential Small Company Value Fund Mutual fund
(724 shares) 9,968
Franklin Convertible Securities Fund Mutual fund
(655 shares) 9,719
MFS Massachusetts Investors Growth Mutual Fund
(88 shares) 1,506
* Prudential Value Fund Mutual Fund
(37 shares) 676
* Various participants Promissory notes, interest rates from
6.95% to 10.5%; maturity dates through
November 30, 2005 213,986
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Total investments $ 4,812,588
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* Represents party-in-interest to the Plan.
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.
INVERNESS CASTINGS GROUP, INC.
HOURLY EMPLOYEES RETIREMENT
PLAN AND TRUST
Date June 29, 2001 By: Atchison Casting Corporation,
------------- the parent of Inverness
Castings Group, Inc., its
Administrator
By: /s/ Hugh Aiken
--------------------------------
Hugh Aiken
Chairman and CEO
11
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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23 Consent of Deloitte & Touche LLP