<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Atchison Casting Corporation
COMMON STOCK, Par Value $0.01
046613105
Edmundson International, Inc.
c/o Pamela B. Johnson, Esq., P. O. Box 5041, Thousand Oaks, CA 91359
(818) 597-3754
September 25, 2000
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CUSIP NO. 046613105 13D OMB Number: 3235-0145
1. Edmundson International, Inc.
2. (a)
(b) X
3. SEC Use Only
4. AF
5.
6. California
7. -0-
8. 40,000
9. -0-
10. 40,000
11. 40,000
12.
13. .52%
14. CO
2
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CUSIP NO. 046613105 13D OMB Number: 3235-0145
1. Dunton Foundries, LLC
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. Illinois
7. 189,500
8. -0-
9. 189,500
10. -0-
11. 189,500
12.
13. 2.47%
14. CO
2
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CUSIP NO. 046613105 13D OMB Number: 3235-0145
1. Consolidated Electrical Distributors, Inc.
2. (a)
(b) X
3. SEC Use Only
4. AF
5.
6. Delaware
7. -0-
8. 40,000
9. -0-
10. 40,000
11. 40,000
12.
13. .52%
14. CO
2
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CUSIP NO. 046613105 13D OMB Number: 3235-0145
1. Portshire Corp.
2. (a)
(b) X
3. SEC Use Only
4. AF
5.
6. Texas
7. -0-
8. 40,000
9. -0-
10. 40,000
11. 40,000
12.
13. .52%
14. CO
2
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CUSIP NO. 046613105 13D OMB Number: 3235-0145
1. Lincolnshire Associates, Ltd.
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. Texas
7. -0-
8. 40,000
9. -0-
10. 40,000
11. 40,000
12.
13. .52%
14. PN
2
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CUSIP NO. 046613105 13D OMB Number: 3235-0145
1. Employees' Retirement Plan of Consolidated Electrical Distributors, Inc.
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. California
7. -0-
8. 506,512
9. -0-
10. 506,512
11. 506,512
12.
13. 6.61%
14. EP
2
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CUSIP NO. 046613105 13D OMB Number: 3235-0145
1. Employees' Retirement Plan of Hajoca Corporation
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. Pennsylvania
7. 169,600
8. -0-
9. 169,600
10. -0-
11. 169,600
12.
13. 2.21%
14. EP
2
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CUSIP NO. 046613105 13D OMB Number: 3235-0145
1. David D. Colburn
2. (a)
(b) X
3. SEC Use Only
4. PF
5.
6. Illinois
7. 205,045
8. 546,512
9. 205,045
10. 546,512
11. 751,557
12.
13. 9.81%
14. IN
2
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CUSIP NO. 046613105 13D OMB Number: 3235-0145
1. Keith W. Colburn Trust
2. (a)
(b) X
3. SEC Use Only
4. PF
5.
6. Illinois
7. 2,000
8. -0-
9. 2,000
10. -0-
11. 2,000
12.
13. .02%
14. EP
2
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CUSIP NO. 046613105 13D OMB Number: 3235-0145
1. Keith W. Colburn Retirement Plan
2. (a)
(b) X
3. SEC Use Only
4. PF
5.
6. Illinois
7. 2,000
8. -0-
9. 2,000
10. -0-
11. 2,000
12.
13. .02%
14. EP
2
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CUSIP NO. 046613105 13D Page 1 of 6
Amendment No. 2
INTRODUCTION
Edmundson International, Inc., a California corporation ("EII"), hereby
files this Amendment No. 2 (the "Amendment") to the Statement on Schedule 13D
(the "Statement") on behalf of the Reporting Persons identified in Item 2 of the
Statement pursuant to the Agreement With Respect To Schedule 13D attached to the
Statement as Exhibit 7(1). Defined terms not otherwise defined herein have the
meanings ascribed thereto in the Statement.
Only those Items amended are reported herein.
Item 2: Identity and Background.
This Statement is filed to reflect changes in ownership on behalf of
Lincolnshire Associates, Ltd., a Texas limited partnership ("Lincolnshire"),
Portshire Corp., a Texas corporation ("Portshire Corp."), Edmundson
International, Inc., a California corporation ("Edmundson International"),
Consolidated Electrical Distributors, Inc., a Delaware corporation ("CED"),
Dunton Foundries, LLC, an Illinois limited liability corporation ("Dunton"),
Employees' Retirement Plan of Consolidated Electrical Distributors, Inc., a
defined benefit plan ("CED Pension Plan"), Employees' Retirement Plan of Hajoca
Corporation ("Hajoca Retirement Plan"), Keith W. Colburn Retirement Plan
("Colburn KEOGH"), Keith W. Colburn Trust, under Declaration of Trust, dated
February 16, 1978 ("Colburn Trust"), and David D. Colburn, an individual
resident of Illinois ("D. Colburn") (collectively, the "Reporting Persons").
a. Dunton. The principal executive offices of Dunton are located
at 555 Skokie Blvd., Suite 555, Northbrook, Illinois 60062. Dunton is an
Illinois limited liability corporation
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CUSIP NO. 046613105 13D Page 2 of 6
Amendment No. 2
formed for the purpose of making investments. D. Colburn is the sole manager of
Dunton.
b. Colburn KEOGH.
The principal executive offices of Colburn KEOGH are located
at Paine Webber, 5 River Drive, Suite 120, Northbrook, Illinois 60062. Colburn
KEOGH is a retirement plan formed for the purpose of making investments.
c. Colburn Trust.
The principal executive offices of Colburn Trust are located at 555
Skokie Blvd., Suite 555, Northbrook, Illinois 60062. Colburn Trust is organized
under Declaration of Trust, dated February 16, 1978, and was formed for the
purpose of making investments.
d. D. Colburn.
D. Colburn's place of business is 555 Skokie Blvd., Suite 555,
Northbrook, Illinois 60062. D. Colburn is a private investor who is a member of
the Board of Directors of Atchison Casting. In addition to shares of Common
Stock recently received as Director's fees, D. Colburn holds options for 10,000
shares of Common Stock. D. Colburn is a member of the Investment Committee of
CED Pension Plan and the sole Manager of Dunton.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended to correct prior inadvertent omissions and recent
acquisition of shares by adding the following paragraph:
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CUSIP NO. 046613105 13D Page 3 of 6
Amendment No. 2
On March 23, 1999, Colburn Trust purchased 2,000 shares of Common Stock
on the open market at a purchase price of $8.24 per share, and on March 23,
1999, Colburn KEOGH purchased 2,000 shares of Common Stock on the open market at
a purchase price of $8.24 per share. On March 6, 2000, Edmundson International
contributed 189,500 shares of Common Stock to Dunton as an investment at a value
of $7.50 per share. On January 4, 2000, D. Colburn received 10,000 shares of
Common Stock as Director's fees, subject to option, at an option price of $8.75
per share, and on August 14, 2000, D. Colburn received 5,545 shares of Common
Stock as Director's fees, at a value of $6.089 per share. A table identifying
each transaction is included in Item 5(c) of this Amendment.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated as follows:
(a) and (b). The aggregate number of shares and percentage of Common
Stock of the Issuer (based upon the Issuer's report on Form 10Q that it had
7,661,545 shares of Common Stock outstanding as of May 12, 2000) beneficially
owned by each person named in Item 2, as well as the number of shares of Common
Stock as to which such person is deemed to have sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to dispose or
to direct the disposition, or shared power to dispose or direct the disposition,
is set forth in the following table:
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CUSIP NO. 046613105 13D Page 4 of 6
Amendment No. 2
<TABLE>
<CAPTION>
Reporting Person No. of Percentage Power to Vote Power to Dispose
Shares of Class Shared Sole Shared Sole
Benef.
Owned
<S> <C> <C> <C> <C> <C> <C>
Edmundson Int. 40,000(1) 0.52% 40,000 40,000
CED 40,000(2) 0.52% 40,000 40,000
Lincolnshire 40,000 0.52% 40,000 40,000
Portshire Corp. 40,000(3) 0.52% 40,000 40,000
Dunton Foundries 189,500 2.47% 189,500 189,500
CED Pension Plan 506,512 6.61% 506,512 506,512
Hajoca
Pension Plan 169,600 2.21% 169,600 169,600
Colburn Trust 4,000(4) 0.05% 4,000 4,000
Colburn KEOGH 4,000(5) 0.05% 4,000 4,000
D. Colburn 751,557(6) 9.81% 546,512 205,045 546,512 205,045
</TABLE>
The information required by Item 5 with respect to persons with whom
voting or dispositive power is shared is set forth in Item 2. The reporting
persons collectively own 925,157 shares, representing 12.06% of the total number
of shares of Common Stock outstanding.
(c) To the best knowledge of the Reporting Persons, no person described
in paragraph (a) of this Item 5 has effected any transaction in the Common Stock
of the Issuer during the past 60 days other than as set forth in the table
below:
<TABLE>
<CAPTION>
DATE PURCHASER NO. SHARES TOTAL ($)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
03/23/99 Colburn Trust 2,000 16,487
------------------------------- ---------------------------- ---------------------------- ----------------------------
03/23/99 Colburn KEOGH 2,000 16,487
------------------------------- ---------------------------- ---------------------------- ----------------------------
01/04/00 D. Colburn 10,000 N/A(7)
------------------------------- ---------------------------- ---------------------------- ----------------------------
03/06/00 Edmundson (189,500) (1,421,250)
------------------------------- ---------------------------- ---------------------------- ----------------------------
03/06/00 Dunton 189,500 1,421,250
------------------------------- ---------------------------- ---------------------------- ----------------------------
08/14/00 D. Colburn 5,545 33,764
------------------------------- ---------------------------- ---------------------------- ----------------------------
TOTAL 19,545 66,738
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
--------
(1) Reports indirect interest in the shares of Common Stock beneficially owned
by Lincolnshire Associates.
(2) See Footnote 1.
(3) See Footnote 1.
(4) Keith W. Colburn is the Trustee of the Colburn Trust, the beneficiary of the
Colburn KEOGH, and is a member of the Investment Committees of CED Pension Plan
and Hajoca Pension Plan.
(5) See Footnote 4.
(6) D. Colburn personally owns 5,545 shares of Common Stock and holds options
for 10,000 shares of Common Stock, which is .05% of the Class. In addition, he
is the sole Manager of Dunton and is a member of the Investment Committee of CED
Pension Plan.
(7) Shares subject to option.
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CUSIP NO. 046613105 13D Page 5 of 6
Amendment No. 2
To the best knowledge of the Reporting Persons, no person other than
the Reporting Persons and their equity owners has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock of the Issuer.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The first paragraph of Item 6 is amended and restated to read as
follows:
Portshire Corp., the general partner of Lincolnshire, is a wholly owned
subsidiary of EII. Lincolnshire beneficially owns 40,000 shares of Common Stock.
Therefore, EII, through its ownership of Portshire Corp., indirectly owns 40,000
shares of Common Stock. EII is itself a wholly owned subsidiary of CED.
Therefore, through its ownership of EII and indirect ownership of Portshire
Corp., CED indirectly owns 40,000 shares of Common Stock. Dunton beneficially
owns 189,500 shares of Common Stock. CED Pension Plan beneficially owns 506,512
shares of Common Stock. Hajoca Pension Plan beneficially owns 169,600 shares of
Common Stock. Colburn Trust beneficially owns 2,000 shares of Common Stock.
Colburn KEOGH beneficially owns 2,000 shares of Common Stock. Keith W. Colburn
is the Trustee of the Colburn Trust, beneficiary of the Colburn KEOGH, and a
member of the Investment Committees of CED Pension Plan and Hajoca Pension Plan.
D. Colburn beneficially owns 5,545 shares of Common Stock, holds options for an
additional 10,000 shares of Common
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CUSIP NO. 046613105 13D Page 6 of 6
Amendment No. 2
Stock, a total of 15,545 shares, is the sole Manager of Dunton, and is a member
of the Investment Committee of CED Pension Plan.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 28th, 2000
Edmundson International, Inc.
By: /s/ John D. Parish
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Its: V-P
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