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:
JAHN FOUNDRY CORP. UNION 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
Jahn Foundry Corp. Union 401(k) Plan
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
JAHN FOUNDRY CORP. UNION 401(k) PLAN
TABLE OF CONTENTS
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Page
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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
Jahn Foundry Corp. Union 401(k) Plan
We have audited the accompanying statements of net assets available for benefits
of the Jahn Foundry Corp. Union 401(k) Plan (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/ Deoitte & Touche LLP
Kansas City, Missouri
June 22, 2001
JAHN FOUNDRY CORP. UNION 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
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2000 1999
ASSETS:
Investments:
Mutual funds $134,903 $ 68,663
Guaranteed interest account 966
Common/collective trust 35,300
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Total investments 135,869 103,963
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Receivables -
Participants' contributions 6,401 1,843
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NET ASSETS AVAILABLE FOR BENEFITS $142,270 $105,806
======== ========
See notes to financial statements.
2
JAHN FOUNDRY CORP. UNION 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2000 AND 1999
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ADDITIONS: 2000 1999
Investment income:
Net appreciation (depreciation) in fair value of investments $ (26,950) $ 23,038
Interest and dividend income 14,205 3,391
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Investment income (loss) (12,745) 26,429
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Contributions:
Participant 61,531 60,797
Rollovers 6,951
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Total contributions 68,482 60,797
Total additions 55,737 87,226
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DEDUCTIONS:
Benefits paid to participants 13,718 5,731
Administrative expenses 407
Transfer to Atchison Casting Corporation 401(k) Plan 5,148
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Total deductions 19,273 5,731
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INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 36,464 81,495
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 105,806 24,311
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End of year $ 142,270 $ 105,806
========= =========
See notes to financial statements.
3
JAHN FOUNDRY CORP. UNION 401(K) PLAN
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 Jahn Foundry Corp. Union 401(k) Plan (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 Jahn Foundry
Corporation (the "Company" or the "Plan Sponsor") a subsidiary of Atchison
Casting Corporation. Automatic Data Processing, Inc. ("ADP") served as the
custodian of the Plan through July 5, 2000 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 $5,148 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 - Union employees are eligible for
participation in the Plan after completing at least three months of
continuous service, providing 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.
Participant Accounts - Each participant's account is credited with the
participant's contributions and withdrawals, as applicable, 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.
Investment Options - Upon enrollment in the Plan, a participant may direct
contributions in the following investment options.
The funds offered by Prudential as of December 31, 2000 were as follows:
o Oppenheimer Global Fund
o Van Kampen Emerging Growth Fund
o MFS Massachusetts Investors Trust
o Prudential Stock Index Fund
o Prudential Government Securities Trust - Money Market Series
o AIM Balanced Fund
o MFS Massachusetts Investors Growth Fund
o Fidelity Advisor Equity Growth Fund
o The Prudential Insurance Company of America Guaranteed Interest
Account
4
o Prudential High Yield Fund
o Prudential Value Fund
o Prudential Jennison Growth Fund
o Fidelity Advisor Equity Income Fund
o Franklin Convertible Securities Fund
o Prudential Government Income Fund
o Atchison Casting Corporation - Common Stock
The funds offered by ADP through July 5, 2000, were as follows:
o SSB Life Solutions Balanced Growth Fund
o SSB Life Solutions Growth Fund
o SSB Life Solutions Income/Growth Fund
o State Street Government Money Market
o State Street S&P 500 Index Fund
o Janus Worldwide Fund
o Putnam OTC & Emerging Growth Fund
o Fidelity Advisors Growth Opportunity 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.
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.
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 or annual installments. If a participant dies, the
balance in his or her account becomes fully vested and payable to the
beneficiary.
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 December 31, 2000
investments, excluding the guaranteed interest contract, are stated at fair
values as determined by quoted market prices. See Note 3 regarding the
valuation of guaranteed interest contracts. The December 31, 1999
investments, excluding the common/collective trust, were stated at fair
values as determined by quoted market prices. The
5
common/collective trust fund was estimated at fair value, which was
determined based on the underlying values of the funds.
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 responsive, 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. The crediting interest rates for the year
ended December 31, 2000 for the contract ranges from 4.85% -5.90%. The
crediting interest rate is reset upon the maturity of the contract.
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
Oppenheimer Global Fund $ 38,298
Van Kampen Emerging Growth Fund 27,143
MFS Massachusetts Investors Trust 17,811
Prudential Stock Index Fund 16,368
Prudential Government Securities Trust - Money Market Series 15,446
AIM Balanced Fund 14,975
Janus Worldwide Fund $ 28,733
Putnam OTC & Emerging Growth Fund 27,513
State Street S&P 500 Index Fund 13,916
Fidelity Advisors Growth Opportunities Fund 12,417
SSB Life Solutions Growth Fund 6,464
State Street Government Money Market 6,266
SSB Life Solutions Income/Growth Fund 5,315
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/(depreciated) in value by $(26,950) and $23,038 respectively as
follows:
2000 1999
Mutual funds $(26,953) $ 19,875
Common/collective trusts 3 3,163
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Net appreciation (depreciation) $(26,950) $ 23,038
======== ========
6
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 July 5, 2000 through December 31, 2000 and,
therefore, these transactions qualify as party-in-interest.
Certain Plan investments held during 1999 and 2000 were shares of mutual
funds and common/collective trusts held by ADP. ADP was the custodian as
defined by the Plan through July 5, 2000, 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.
8. 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.
9. RECONCILIATION OF FINANCIAL STATEMENTS TO 5500
The following is a reconciliation of net assets available for benefits at
December 31, 2000 and 1999 per the financial statements to the Form 5500:
2000 1999
Net assets available for benefits per the financial statements 142,270 105,806
Less: Participants' contributions receivable (6,401) (1,843)
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Net assets available for benefits per the 5500 $ 135,869 $ 103,963
========== =========
The following is a reconciliation of participant contributions per the
financial statements to the Form 5500 for the year ended December 31, 2000:
Participant contributions per the financial statements $ 61,531
Less: Participant contributions receivable as of December 31, 2000 (6,401)
Add: Participant contributions receivable as of December 31, 1999 1,843
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Participant contributions per Form 5500 $ 56,973
========
7
10. NONEXEMPT TRANSACTION
During the year ended December 31, 2000 employee deferrals of $2,124 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. These
transactions were prohibited according to the provisions of the DOL. All
such deferrals were subsequently remitted to the Trust by the Plan Sponsor.
11. SUBSEQUENT EVENT
Effective January 2001, the plan will permit loans to participants.
******
8
JAHN FOUNDRY CORP. UNION 401(k) PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4a and 4d - SCHEDULE OF NONEXEMPT TRANSACTIONS
YEAR ENDED DECEMBER 31, 2000
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(a) (b) (c) (d) (e) (f) (g) (h) (i)
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 Cost of Current Value
Party Involved Party-in-Interest Maturity Value Price Price Rental Transaction Asset of Asset
Jahn Foundry Plan Sponsor Employee contributions not
Corp. Union timely remitted to the Plan $ 2,124* $ 2,124 $ 2,124
- -----------------------
(Table continued)
(j)
Net Gain
(Loss) on Each
Transaction
*This represents the total amount of contributions that have been withheld from employees, but not remitted timely into trust
by the Plan Sponsor.
9
JAHN FOUNDRY CORP. UNION 401(k) PLAN
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
Oppenheimer Global Fund Mutual fund
(723 shares) $ 38,298
Van Kampen Emerging Growth Fund Mutual fund
(432 shares) 27,143
MFS Massachusetts Investors Trust Mutual fund
(890 shares) 17,811
* Prudential Stock Index Fund Mutual fund
(557 shares) 16,368
* Prudential Government Securities Trust - Money market fund
Money Market Series (15,446 shares) 15,446
AIM Balanced Fund Mutual fund
(498 shares) 14,975
MFS Massachusetts Investors Growth Fund Mutual fund
(88 shares) 1,500
Fidelity Advisor Equity Growth Fund Mutual fund
(24 shares) 1,436
* The Prudential Insurance Company of America Guaranteed Interest Account 966
* Prudential High Yield Fund Mutual fund
(103 shares) 637
* Prudential Value Fund Mutual fund
(24 shares) 443
* Prudential Jennison Growth Fund Mutual fund
(18 shares) 324
Fidelity Advisor Equity Income Fund Mutual fund
(12 shares) 321
Franklin Convertible Securities Fund Mutual fund
(9 shares) 130
* Prudential Government Income Fund Mutual fund
(8 shares) 71
--
Total investments $135,869
========
* 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.
JAHN FOUNDRY CORPORATE UNION
401(K) PLAN
Date June 29, 2001 By: Atchison Casting Corporation,
------------- the parent of Jahn Foundry
Corp., 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