-----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, Bff/T/a+F53KwQWnC+tj2FXaR9CoqLHcCWAC9wLnH7WWX+CAB++oEcVOJ5FOmGiF 87KWTd1bR/+Yh/59A5U3Og== 0000922907-01-000025.txt : 20010123 0000922907-01-000025.hdr.sgml : 20010123 ACCESSION NUMBER: 0000922907-01-000025 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: 1508189 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: ATCHISON CASTING CORPORATION SAVINGS 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 Savings 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 SAVINGS 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 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 the conditions under which they are required. INDEPENDENT AUDITORS' REPORT The Trustees and Participants Atchison Casting Corporation Savings Plan Atchison, Kansas We have audited the accompanying statements of net assets available for benefits of Atchison Casting Corporation Savings 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. As discussed in Note 9 to the financial statements the net assets of the Plan were merged into the Atchison Casting Corporation 401(k) Plan effective July 17, 2000. Our audits were conducted for the purpose of forming an opinion on the 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 the audit of the basic financial statements for the year ended June 30, 2000, 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 January 11, 2001
ATCHISON CASTING CORPORATION SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS JUNE 30, 2000 AND 1999 - ------------------------------------------------------------------------------------------------- ASSETS 2000 1999 INVESTMENTS: Mutual funds $ 10,165,947 $ 8,136,015 Guaranteed interest account 1,413,420 1,160,237 Common stock 174,960 603,068 Participant loans 304,710 220,501 -------- -------- Total investments 12,059,037 10,119,821 CASH 66 14,713 CONTRIBUTIONS RECEIVABLE: Employer's 58,722 35,033 Participants' 90,831 56,248 ------- ------- Total contributions receivable 149,553 91,281 -------- ------- Total assets 12,208,656 10,225,815 ----------- ----------- LIABILITIES Amounts due to Atchison Casting Corporation 401(k) Plan 203,924 ------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 12,004,732 $ 10,225,815 ============= ============ See notes to financial statements.
2
ATCHISON CASTING CORPORATION SAVINGS 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 $ 505,378 $ 428,381 Net appreciation in fair value of investments 753,319 575,732 -------- -------- Total investment income 1,258,697 1,004,113 ---------- ---------- Contributions: Employer's 471,164 520,395 Participants' 914,319 796,796 Rollover 61,567 33,110 ------- ------- Total contributions 1,447,050 1,350,301 ---------- ---------- Total additions 2,705,747 2,354,414 ---------- ---------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 926,780 1,335,867 Administrative expenses 50 13,214 --- ------ Total deductions 926,830 1,349,081 -------- ---------- NET INCREASE 1,778,917 1,005,333 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 10,225,815 9,220,482 ----------- ---------- End of year $ 12,004,732 $ 10,225,815 ============= ============
See notes to financial statements. 3 ATCHISON CASTING CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2000 AND 1999 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of the Atchison Casting Corporation (the "Company" or "Plan Sponsor") Savings 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 covering certain employees, as described in the Plan agreement of the Plan Sponsor, that meet the prescribed eligibility requirements. 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 of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). During 2000, the Plan Sponsor inadvertently remitted employee and employer contributions to the Plan that belonged to the Atchison Casting Corporation 401(k) Plan (the "401(k) Plan"). At June 30, 2000, there is a payable from the 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 Plan were transferred to the 401(k) 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. Eligibility and Participation - Employees are eligible for participation in the plan after completing three months of service. A participant must complete one year of service to receive the matching contribution from the Plan Sponsor. Contributions - Plan participants may contribute a portion of their base compensation, subject to certain Internal Revenue Code ("IRC") limitations. The Plan Sponsor matches 75% of the first 8% of eligible compensation, as defined by the Plan document, contributed by participants. Participant Accounts - Each participant's account is credited with the participant's contributions and withdrawals, as applicable, and allocations of the Plan Sponsor's contributions and Plan earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested 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 percent vested after five years of credited service. Investment Options - Upon enrollment in the Plan, a participant may direct his or her contributions in investment options offered by Prudential. During 2000 and 1999, the investment options were as follows: o MFS Massachusetts Investors Trust 4 o Oppenheimer Global Fund o Van Kampen Emerging Growth Fund o The Prudential Insurance Company of America - Guaranteed Interest Account o AIM Balanced Fund o Prudential Stock Index Fund o Prudential Government Securities Trust - Money Market Series o Fidelity Advisor Equity Income Fund o Prudential High Yield Fund o Prudential Small Company Value Fund o Prudential Government Income Fund o Franklin Convertible Securities Fund The following investment options were added during 2000: o Atchison Casting Corporation - Common Stock o MFS Massachusetts Investors Growth Stock Fund o Prudential Jennison Growth Fund o Fidelity Advisor Equity Growth 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. Prior to November 26, 1999, participants maintained balances in the Rockwell Stock Fund which was originally rolled over from a previous plan, but no new contributions were accepted in this fund during 1999 and 2000. The fund consisted of shares of common stock of Rockwell International, Boeing Company, Meritor Automotive, Inc. and Conexant Systems, Inc. Effective November 26, 1999 this fund was liquidated and invested in the funds listed above as directed by the participants. Participants may change investment elections for future contributions at any time and may transfer any existing balances among the offered 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. Loan terms range from 1-5 years. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined quarterly by the Plan Sponsor. Interest rates range from 8.75% to 10%. Principal and interest is paid ratably through payroll deductions. 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 can remain in the Plan. 5 Forfeitures - Forfeitures occur upon termination of employment by a participant who is not fully vested in the Plan. Forfeiture amounts are used to reduce subsequent matching 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 agreement. Expenses of $50 and $13,214 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 value as determined by quoted market prices. The Rockwell Stock Fund was stated at market value as determined at the end of the period based upon quotations obtained from national security exchanges. Participant loans are stated at cost, which approximates fair value. See Note 3 regarding the valuation of guaranteed interest contract. 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. Unit Values - Individual participant accounts were maintained on a unit basis through November 2, 1998 (excluding common stock). Participants did not have beneficial ownership in specific underlying securities or other assets in the various funds in the Nationwide pooled separate accounts, 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 value 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 in the year 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 deemed to be fully benefit responsive. The contract for this Plan has been deemed to be fully benefit responsive, according to the provision 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 6 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 investments that represent 5% or more of the Plan's net assets available for benefits at June 30, 2000 and 1999:
2000 1999 ------------------------------------------------------------- Value Per Value Per Shares Share Fair Shares Share Fair (Rounded)(Rounded) Value (Rounded)(Rounded) Value MFS Massachusetts Investors Trust 159,428 $ 20.94 $ 3,338,418 200,368 $ 21.25 $ 4,257,816 Oppenheimer Global Fund 25,688 68.65 1,763,460 22,698 48.55 1,101,977 Van Kampen Emerging Growth Fund 17,624 97.15 1,712,206 The Prudential Insurance Company of America - Guaranteed Interest Account N/A N/A 1,413,420 N/A N/A 1,160,237 AIM Balanced Fund 39,384 32.95 1,297,705 40,513 29.32 1,187,840 Prudential Stock Index Fund 23,642 32.40 765,990
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 $753,319 and $575,732, respectively, as follows:
Net Appreciation (Depreciation) in Fair Value 2000 1999 Common stock $ (75,121) $ 286,898 Mutual funds 828,440 771,310 Pooled separate accounts (482,476) --------- --------- $ 753,319 $ 575,732 ========== ==========
Nonparticipant-Directed Investments Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows: 2000 1999 Net Assets: Common stock of Rockwell Stock Fund $603,068 Cash 14,713 Changes in Net Assets: Interest and dividend income $ 2,191 567 Net appreciation in fair value of investments 15,041 286,898 Benefits paid to participants (3,503) Transfers to participant-directed investments (635,013) (203,523) 7 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 beginning November 3, 1998 through June 30, 2000 and, therefore, these transactions qualify as party-in-interest. Certain Plan investments held during the previous year were units 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 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. (See Note 9) 7. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated August 28, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (the "IRC"). The Plan has been amended since receiving the letter, however, the Plan administrator believes that the Plan 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 $186,680 were withheld from certain payrolls and not remitted on a timely basis (as defined by 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. 9. SUBSEQUENT EVENT Effective July 17, 2000, the assets of the Plan were merged into the Atchison Casting Corporation 401(k) Plan ("Corporate 401(k)"). Immediately after the transfer of assets, each participant shall have an account balance in the Corporate 401(k) equal to their account balance in this Plan. ****** 8
ATCHISON CASTING CORPORATION SAVINGS 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) Description of Transactions Relationship of Plan, Including Maturity Date, Rate of Identity of Party Employer, or Other Interest, Collateral, Par or Purchase Selling Lease Involved Party-in-Interest Maturity Value Price Price Rental Atchison Casting Corporation Plan Sponsor Employee contributions not timely remitted to the Plan $186,680 * (Table Continued - ----------------------------------------------------------- (g) (h) (i) (j) Expenses Incurred Current Net Gain with Cost of Value of (Loss) on Each Transaction Asset Asset Transaction $ 186,680 $ 186,680
* This represents the total amount of contributions that were withheld from employees, but not remitted timely to the trust by the Plan Sponsor. 9
ATCHISON CASTING CORPORATION SAVINGS 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) (e) Description of Investment Including Identity of Issue, Borrower, Lessor or Similar Party Maturity Date, Rate of Interest, Current Collateral, Par or Maturity Value Value MFS Massachusetts Investors Trust Mutual fund (159,428 shares) $ 3,338,418 Oppenheimer Global Fund Mutual fund (25,688 shares) 1,763,460 Van Kampen Emerging Growth Fund Mutual fund (17,624 shares) 1,712,206 * The Prudential Insurance Company of America Guaranteed interest account 1,413,420 AIM Balanced Fund Mutual fund (39,384 shares) 1,297,705 * Prudential Stock Index Fund Mutual fund (23,642 shares) 765,990 * Prudential Government Securities Trust - Money Market Series Mutual fund (388,477 shares) 388,477 Fidelity Advisor Equity Income Fund Mutual fund (9,606 shares) 237,744 * Atchison Casting Corporation Common stock (30,428 shares) 174,960 MFS Massachusetts Investors Growth Stock Fund Mutual fund (7,330 shares) 154,302 * Prudential High Yield Fund Mutual fund (22,230 shares) 153,389 * Prudential Small Company Value Fund Mutual fund (9,296 shares) 136,650 * Prudential Jennison Growth Fund Mutual fund (3,344 shares) 84,631 * Prudential Government Income Fund Mutual fund (8,281 shares) 70,226 Franklin Convertible Securities Fund Mutual fund (2,536 shares) 39,789 Fidelity Advisor Equity Growth Fund Mutual fund (308 shares) 22,960 * Various participants Participant loans, interest rates from 8.75% to 10%; maturity dates through June 2005 304,710 ------- Total investments $ 12,059,037 ============ * Represents party-in-interest
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. ATCHISON CASTING CORPORATION SAVINGS 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 11 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 23 Consent of Deloitte & Touche LLP EX-23 2 0002.txt Atchison Casting Corporation Savings 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 11, 2001, appearing in this Annual Report on Form 11-K of the Atchison Casting Corporation Savings Plan for the year ended June 30, 2000. /s/ Deloitte & Touche LLP Kansas City, Missouri January 11, 2001 -----END PRIVACY-ENHANCED MESSAGE-----