-----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, U8/N1/iN2aqKhC6rjTL7wp4gPrHn8K1nOqMlFRLBjzC8JAENU8OxjHrb3JKFiASd 85KGQeUnsW6k8rPuztGHcA== 0000922907-01-000021.txt : 20010123 0000922907-01-000021.hdr.sgml : 20010123 ACCESSION NUMBER: 0000922907-01-000021 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20010112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATCHISON CASTING CORP CENTRAL INDEX KEY: 0000911115 STANDARD INDUSTRIAL CLASSIFICATION: IRON & STEEL FOUNDRIES [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: 1507749 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: LaGRANGE FOUNDRY, INC. 401(k) SAVINGS AND DEFINED CONTRIBUTION 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 La Grange Foundry Inc. 401(k) Savings and Defined Contribution 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
LA GRANGE FOUNDRY INC. 401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN 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 10 at the End of Year
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 Trustees and Participants La Grange Foundry Inc. 401(k) Savings and Defined Contribution Plan: We have audited the accompanying statements of net assets available for benefits of the La Grange Foundry Inc. 401(k) Savings and Defined Contribution 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 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 LA GRANGE FOUNDRY INC. 401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS JUNE 30, 2000 AND 1999 - ------------------------------------------------------------------------------ ASSETS 2000 1999 INVESTMENTS: Mutual funds $2,309,027 $2,380,820 Guaranteed interest account 19,179 7,683 ------- ------ Total investments 2,328,206 2,388,503 CONTRIBUTIONS RECEIVABLE: Employer's 40,039 62,633 Participants' 18,417 19,465 ------- ------ Total contributions receivable 58,456 82,098 ------ ------ NET ASSETS AVAILABLE FOR BENEFITS $2,386,662 $2,470,601 ============ ========== See notes to financial statements. -2-
LA GRANGE FOUNDRY INC. 401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN 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 $ 241,782 $ 115,725 Net (depreciation) appreciation in fair value of investments (21,320) 288,924 --------- ------- Net investment income 220,462 404,649 -------- ------- Contributions: Employer's 40,039 62,633 Participants' 221,347 228,869 -------- ------- Total contributions 261,386 291,502 -------- ------- Total additions 481,848 696,151 -------- ------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO - Benefits paid to participants 253,501 98,772 TRANSFER TO ATCHISON CASTING CORPORATION 401(k) PLAN (312,286) --------- NET (DECREASE) INCREASE (83,939) 597,379 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 2,470,601 1,873,222 ---------- --------- End of year $ 2,386,662 $ 2,470,601 ============ =========== See notes to financial statements.
-3- LA GRANGE FOUNDRY INC. 401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2000 AND 1999 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of the LaGrange Foundry Inc. 401(k) Savings and Defined Contribution 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 La Grange Foundry Inc. (the "Company" or "Plan Sponsor"). Fidelity Investments ("Fidelity") served as the Plan's custodian through December 3, 1998 at which time Prudential Investments ("Prudential") became custodian of the Plan. An individual employed by the Plan Sponsor serves as trustee (the "Trustee") of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan was amended July 1, 1999 to exclude all non-collective bargaining unit employees. As such, all non-collective bargaining unit participants were excluded from participation in the Plan. The salaried participants' account balances of $312,286 were transferred from the Plan to the Atchison Casting Corporation 401(k) Plan (the "401(k) Plan") on May 1, 2000, as reflected in the financial statements of the Plan. Subsequent to the transfer of assets to the 401(k) Plan, all contributions of non-collective bargaining unit employees were submitted to the 401(k) Plan. Eligibility and Participation - Employees are eligible to participate in the Plan after working 90 days immediately following their first day of employment. Effective July 1, 1999, an employee is not eligible to participate in the Plan if not a member of a collective bargaining unit. Contributions - Plan participants may contribute a portion of their pre-tax base compensation, subject to certain Internal Revenue Code ("IRC") limitations. The Company makes non-elective contributions equal to 7% of the Company's net profit, defined as earnings before interest and taxes. Participant Accounts - Each participant's account is credited with the participant's contributions 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 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 65. Investment Options - Upon enrollment in the Plan, a participant may direct contributions in investment options offered by Prudential. -4- During 2000 and 1999, the investment options were as follows: o Fidelity Advisor Equity Growth Fund o Fidelity Advisor Growth Opportunities Fund o Fidelity Advisor Equity Income Fund o Fidelity Advisor Strategic Opportunity Fund o Oppenheimer Global Fund o Prudential Government Income Fund o MFS Massachusetts Investors Trust o Prudential Stock Index Fund o Prudential Government Securities Trust-Money Market Series o Van Kampen Emerging Growth Fund o Prudential High Yield Fund o The Prudential Insurance Company of America Guaranteed Interest Account o Prudential Small Company Value Fund o AIM Balanced Fund o Franklin Convertible Securities Fund o Prudential Utility Fund o Prudential Europe Growth Fund o Prudential Diversified Bond Fund The following funds were added as investment options during 2000: o Prudential Jennison 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 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 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. No expenses were paid by the Plan in 2000 or 1999. -5- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting - The financial statements of the Plan are prepared on 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. 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. Payment of Benefits - Benefit payments are recorded when paid. Reclassifications - Certain prior year balances have been reclassified to conform with current year presentation. 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 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. -6- 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 --------------------------------------------- Value Per Shares Share Fair (Rounded) (Rounded) Value Fidelity Advisor Equity Growth Fund 11,694 $ 74.55 $ 871,802 Fidelity Advisor Growth Opportunities Fund 10,152 44.49 451,664 Fidelity Advisor Equity Income Fund 9,299 24.75 230,152 Fidelity Advisor Strategic Opportunity Fund 8,992 23.08 207,543 1999 --------------------------------------------- Value Per Shares Share Fair (Rounded) (Rounded) Value Fidelity Advisor Equity Growth Fund 12,762 $ 64.32 $ 820,831 Fidelity Advisor Growth Opportunities Fund 12,388 53.53 663,110 Fidelity Advisor Equity Income Fund 9,965 30.42 303,143 Fidelity Advisor Strategic Opportunity Fund 8,220 28.12 231,133
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) (depreciated) appreciated in value by ($21,320) and $288,924, respectively. 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 December 3, 1998 and, therefore, these transactions qualify as party-in-interest. Certain Plan investments held during the year ended June 30, 1999 were shares of mutual funds managed by Fidelity. Fidelity was the custodian as defined by the Plan through December 3, 1998, therefore, these transactions qualify as party-in-interest. 6. PLAN TERMINATION Although the Company 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- 7. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated October 20, 1997, that the Plan is designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the letter (see Note 1). However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC. 8. NONEXEMPT TRANSACTION During the year ended June 30, 2000, employee deferrals of $127,703 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-
LA GRANGE FOUNDRY INC. 401(k) SAVINGS AND DEFINED CONTRIBUTION 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 La Grange Foundry Inc. Plan Sponsor Employee contributions not timely remitted to the Trust $127,703 * (Table Continued) LA GRANGE FOUNDRY INC. 401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN FORM 5500, SCHEDULE H, PART IV, LINES 4a and 4d - SCHEDULE OF NONEXEMPT TRANSACTIONS YEAR ENDED JUNE 30, 2000 - ------------------------------------------------------------------------------------------------------------------------------------ (g) (h) (I) (j) Net Gain/ Expenses (Loss) Incurred with Cost of Current Value on Each Transaction Asset of Asset Transaction $ 127,703 $ 127,703
*This represents the total amount of contributions that were withheld from employees, but not remitted timely to the trust by the Plan Sponsor. -9-
LA GRANGE FOUNDRY INC. 401(k) SAVINGS AND DEFINED CONTRIBUTION 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 Maturity Date, Identity of Issue, Borrower, Rate of Interest, Collateral, Current Lessor or Similar Party Par or Maturity Value Value Fidelity Advisor Equity Growth Fund Mutual fund (11,694 shares) $ 871,802 Fidelity Advisor Growth Opportunities Fund Mutual fund (10,152 shares) 451,664 Fidelity Advisor Equity Income Fund Mutual fund (9,299 shares) 230,152 Fidelity Advisor Strategic Opportunity Fund Mutual fund (8,992 shares) 207,543 Oppenheimer Global Fund Mutual fund (1,535 shares) 105,352 Prudential Government Income Fund Mutual fund (10,443 shares) 88,555 MFS Massachusetts Investors Trust Mutual fund (4,021 shares) 84,193 * Prudential Stock Index Fund Mutual fund (2,184 shares) 70,771 * Prudential Government Securities Trust- Mutual fund Money Market Series (46,008 shares) 46,008 Van Kampen Emerging Growth Fund Mutual fund (574 shares) 55,799 * Prudential Jennison Growth Fund Mutual fund (1,127 shares) 28,513 * Prudential High Yield Fund Mutual fund (2,898 shares) 20,000 * The Prudential Insurance Company of America Guaranteed interest account 19,179 * Prudential Small Company Value Fund Mutual fund (1,253 shares) 18,415 AIM Balanced Fund Mutual fund (481 shares) 15,856 Franklin Convertible Securities Fund Mutual fund (503 shares) 7,886 * Prudential Utility Fund Mutual fund (338 shares) 4,132 MFS Massachusetts Investors Growth Stock Fund Mutual fund (65 shares) 1,365 * Prudential Europe Growth Fund Mutual fund (26 shares) 547 * Prudential Diversified Bond Fund Mutual fund (39 shares) 474 Total investments $ 2,328,206 =========== * 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. LaGRANGE FOUNDRY, INC. 401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN Date January 11, 2001 By: Atchison Casting Corporation, the parent of LaGrange Foundry, 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 La Grange Foundry, Inc. 401(k) Savings and Defined Contribution Plan 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 La Grange Foundry, Inc. 401(k) Savings and Defined Contribution Plan for the year ended June 30, 2000. /s/ Deloitte & Touche LLP Kansas City, Missouri January 10, 2001 -----END PRIVACY-ENHANCED MESSAGE-----