-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L4CpS7DDAku+pX8vbkgvfAewx9vwEnY/bq3vyLamPbGZwly9XRBj3PUYMlj0NuHY nQM6Dby2t/nlSLgQcxf/WA== 0000922907-01-000014.txt : 20010123 0000922907-01-000014.hdr.sgml : 20010123 ACCESSION NUMBER: 0000922907-01-000014 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20010111 DATE AS OF CHANGE: 20010117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATCHISON CASTING CORP CENTRAL INDEX KEY: 0000911115 STANDARD INDUSTRIAL CLASSIFICATION: 3320 IRS NUMBER: 481156578 STATE OF INCORPORATION: KS FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-12541 FILM NUMBER: 1507624 BUSINESS ADDRESS: STREET 1: 400 S 4TH ST CITY: ATCHISON STATE: KS ZIP: 66002 BUSINESS PHONE: 9133672121 MAIL ADDRESS: STREET 1: 400 SOUTH 4TH STREET CITY: ATCHISON STATE: KS ZIP: 66002 11-K 1 0001.txt 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: QUAKER ALLOY, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES 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 QUAKER ALLOY, INC. 401(K) PROFIT SHARING PLAN FOR UNION EMPLOYEES FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED JUNE 30, 2000 AND 1999, AND SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED JUNE 30, 2000, AND INDEPENDENT AUDITORS' REPORT
QUAKER ALLOY, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES TABLE OF CONTENTS - - - - ---------------------------------------------------------------------------------------------- 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 conditions under which they are required. INDEPENDENT AUDITORS' REPORT The Board of Directors and Participants of Quaker Alloy, Inc. 401(k) Profit Sharing Plan for Union Employees Myerstown, Pennsylvania We have audited the accompanying statements of net assets available for benefits of the Quaker Alloy, Inc. 401(k) Profit Sharing Plan for Union Employees (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 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 QUAKER ALLOY, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS JUNE 30, 2000 AND 1999 - - - - -------------------------------------------------------------------------------- ASSETS 2000 1999 INVESTMENTS: Mutual funs $ 783,287 $ 652,660 Guaranteed interest account 702,228 581,746 -------- ------- Total investments 1,485,515 1,234,406 CONTRIBUTIONS RECEIVABLE: Employer's 62,973 80,492 Participants' 3,965 3,868 ----- ----- Total contributions receivable 66,938 84,360 ------ ------ NET ASSETS AVAILABLE FOR BENEFITS $ 1,552,453 $ 1,318,766 ============ =========== See notes to financial statements. -2-
QUAKER ALLOY, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES 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 $ 62,590 $ 32,820 Net appreciation in fair value of investments 50,872 13,729 ------- ------ Total investment income 113,462 46,549 Contributions: Employer's 109,432 85,935 Participants' 112,944 80,492 -------- ------ Total contributions 222,376 166,427 -------- ------- Total additions 335,838 212,976 -------- ------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 102,151 110,537 Administrative expenses 5,745 ----- Total deductions 102,151 116,282 ------- ------- NET INCREASE 233,687 96,694 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 1,318,766 1,222,072 ---------- --------- End of year $ 1,552,453 $ 1,318,766 ============ ===========
See notes to financial statements. -3- QUAKER ALLOY, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2000 AND 1999 - - - - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of the Quaker Alloy, Inc. 401(k) Profit Sharing Plan for Union Employees (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provision. General - The Plan is a defined contribution plan sponsored by Quaker Alloy, Inc. (the "Company" or the "Plan Sponsor"). The Plan was established on June 1, 1994. 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 Company 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"). Eligibility and Participation - Employees of the Company may begin participation in the Plan the first day of the month following completion of three months of service. Employees must be at least 18 years of age and a member of the United Steelworkers of America, AFL-CIO, Local 7274. Contributions - Each year, participants may contribute up to 10% of pretax annual compensation, as defined in the Plan document. The Company makes discretionary contributions to the Plan based on annual union contract negotiations. For the years ended June 30, 2000 and 1999, the employer's discretionary profit sharing contribution was 3% of the employee's wages. Effective July 1, 1999, the Company will make a matching contribution of 50% of a participant's pre-tax deferrals not to exceed 6% of the participant's eligible 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. 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 seven years of credited service or upon retirement at age 65 in the Company's contributions. 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 The Prudential Insurance Company of America Guaranteed Interest Account o MFS Massachusetts Investors Trust o Oppenheimer Global Fund -4- o Prudential Governmental Securities Trust - Money Market Series o AIM Balanced Fund o Prudential Government Income Fund o Prudential Stock Index Fund o Fidelity Advisor Equity Income Fund o Prudential High Yield Fund o Van Kampen Emerging Growth Fund o Prudential Small Company Value Fund o Franklin Convertible Securities Fund The following funds were added as investment options during 2000: o Prudential Jennison Growth Fund o Fidelity Advisor Equity Growth Fund o MFS Massachusetts Investors Growth Stock 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. Participant Loans - The Plan does not permit loans to participants or beneficiaries. 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 may be made in the form of a lump sum, upon request by the participant, or 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 employer contributions for the Plan year in which the forfeitures occur. Expenses - Expenses of the Plan are paid by either the Plan or the Plan Sponsor, as provided by the Plan document. Expenses of $0 and $5,745 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 amount of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. -5- 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. 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. 3. INVESTMENT CONTRACT WITH INSURANCE COMPANY The Plan adopted 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. -6- 4. INVESTMENTS The following tables present the fair values of those investments that exceeded 5% of the Plan's net assets available for benefits at June 30, 2000 and 1999:
June 30, 2000 ------------------------------------------- Price per Fair Shares Share Value (rounded) (rounded) The Prudential Insurance Company of America Guaranteed Interest Account N/A N/A $ 702,228 MFS Massachusetts Investors Trust 13,437 $ 20.94 281,376 Oppenheimer Global Fund 2,149 68.65 147,506 Prudential Government Securities Trust - Money Market Series 91,846 1.00 91,846 AIM Balanced Fund 2,673 32.95 88,074
June 30, 1999 ------------------------------------------------ Price per Fair Shares Share Value (rounded) (rounded) The Prudential Insurance Company of America Guaranteed Interest Account N/A N/A $ 581,746 MFS Massachusetts Investors Trust 16,498 $21.25 350,575 Oppenheimer Global Fund 1,857 48.54 90,141 Prudential Government Securities Trust - Money Market Series 86,800 1.00 86,800 AIM Balanced Fund 2,247 29.31 65,870
During the years ended June 30, 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 $50,872 and $13,729, respectively, as follows: Net Appreciation (Depreciation) in Fair Value 2000 1999 Pooled separate accounts $ $ (42,442) Mutual funds 50,872 56,171 ------- ------ $ 50,872 $ 13,729 ========= ======== 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. -7- 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 set forth in ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. 7. PLAN TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated July 24, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receipt of this determination letter. However, the Plan Sponsor believes that the Plan is currently designed and being operated in compliance with the applicable provisions of the IRC. 8. NONEXEMPT TRANSACTION During the year ended June 30, 2000, employee deferrals of $19,849 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. ****** -8-
QUAKER ALLOY, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES 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 Identity of Employer, or Other of Interest, Collateral, Par or Purchase Selling Lease Party Involved Party-in-Interest Maturity Value Price Price Rental Quaker Alloy, Inc. Plan Sponsor Employee contributions not timely remitted to the Trust $19,849* (Table Continued) QUAKER ALLOY, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES FORM 5500, SCHEDULE H, PART IV, LINES 4a and 4d - SCHEDULE OF NONEXEMPT TRANSACTIONS YEAR ENDED JUNE 30, 2000 - - - - ------------------------------------------------------------------------------------------------------------------------------ (g) (h) (i) (j) Expenses Current Net Gain (Loss) Incurred With Cost of Value of on Each Transaction Asset Asset Transaction $ 19,849 $ 19,849 * This represents the total amount of contributions that were withheld from employees, but not remitted timely to the trust by the Plan Sponsor.
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QUAKER ALLOY, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES 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 Maturity Date, Rate of Identity of Issue, Borrower, Lessor Interest, Collateral, Par or Current or Similar Party Maturity Value Value * The Prudential Insurance Company of America Guaranteed interest account $ 702,228 MFS Massachusetts Investors Trust Mutual fund (13,437 shares) 281,376 Oppenheimer Global Fund Mutual fund (2,149 shares) 147,506 * Prudential Government Securities Trust - Mutual fund Money Market Series (91,846 shares) 91,846 AIM Balanced Fund Mutual fund (2,673 shares) 88,074 * Prudential Government Income Fund Mutual fund (3,227 shares) 27,369 * Prudential Stock Index Fund Mutual fund (1,245 shares) 40,327 Fidelity Advisor Equity Income Fund Mutual fund (1,061 shares) 26,251 * Prudential High Yield Fund Mutual fund (3,760 shares) 25,946 Van Kampen Emerging Growth Fund Mutual fund (360 shares) 34,930 * Prudential Small Company Value Fund Mutual fund (863 shares) 12,692 Franklin Convertible Securities Fund Mutual fund (258 shares) 4,047 * Prudential Jennison Growth Fund Mutual fund (75 shares) 1,897 Fidelity Advisor Equity Growth Fund Mutual fund (13 shares) 1,000 MFS Massachuetts Investors Growth Stock Fund Mutual fund (1 share) 26 -- Total investments $ 1,485,515 =========== * 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. QUAKER ALLOY, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES Date January 11, 2001 By: Atchison Casting Corporation, the parent of Quaker Alloy, Inc., its Administrator By: /s/ Kevin T. McDermed Kevin T. McDermed Vice President, Chief Financial Officer, Treasurer and Secretary EXHIBIT INDEX Exhibit Number Description - - - - -------------- ----------- 23 Consent of Deloitte & Touche LLP EX-23 2 0002.txt Quaker Alloy, Inc. 401(k) Profit Sharing Plan for Union Employees Independent Auditors' Consent to Form 11-K for the Year Ended June 30, 2000 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-93765 of Atchison Casting Corporation on Form S-8 of our report dated January 2, 2001, appearing in this Annual Report on Form 11-K of the Quaker Alloy, Inc. 401(k) Profit Sharing Plan for Union Employees for the year ended June 30, 2000. /s/ Deloitte & Touche LLP Kansas City, Missouri January 11, 2001 -----END PRIVACY-ENHANCED MESSAGE-----