-----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, LhYxk8KtiAw3AryCOxIeD80p51W2Dhojh2cyQGFAomyYAQywcC1SR7om+GaqTEe6 e2DjiNpis+TqIsTa00bYxQ== 0000922907-01-500105.txt : 20010702 0000922907-01-500105.hdr.sgml : 20010702 ACCESSION NUMBER: 0000922907-01-500105 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010629 FILED AS OF DATE: 20010629 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: 1671927 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 inverness11k_062901.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 December 31, 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: 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 - ------------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------------------ 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 ---------- ---------- Total investments 4,812,588 4,942,595 ---------- ---------- Receivables: Employer contribution 69,480 161,583 Participants' contributions 21,606 20,712 ---------- ---------- Total receivables 91,086 182,295 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $4,903,674 $5,124,890 ========== ==========
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 - ----------------------------------------------------------------------------------------------- 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 ----------- ----------- Investment income 34,502 527,202 ----------- ----------- Contributions: Employer (less forfeitures of $97,575 and $497, respectively) 127,448 162,121 Participant 301,696 277,702 Rollovers 73,870 ----------- ----------- Total contributions 429,144 513,693 ----------- ----------- Total additions 463,646 1,040,895 ----------- ----------- DEDUCTIONS: Benefits paid to participants 437,272 582,721 Administrative expenses 8,784 Transfer to Atchison Casting Corporation 401(k) Plan 247,590 ---------- ----------- Total deductions 684,862 591,505 ----------- ----------- 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 ----------- ----------- End of year $ 4,903,674 $ 5,124,890 =========== ===========
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 - -------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------------------------- (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 - ------------------------------------------------------------------------------------------------------------------------ (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 ------- Total investments $ 4,812,588 =========== * 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 - -------------- ----------- 23 Consent of Deloitte & Touche LLP EX-23.1 2 inverness11kexh23_062901.txt EXHIBIT 23 ---------- 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 June 18, 2001 appearing in this Annual Report on Form 11-K of the Inverness Castings Group, Inc. Hourly Employees' Retirement Plan for the year ended December 31, 2000. /s/ Deloitte & Touche LLP Kansas City, Missouri June 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----