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:
PRIMECAST 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
<PAGE>
PrimeCast 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
<PAGE>
PRIMECAST 401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
TABLE OF CONTENTS
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Page
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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
</TABLE>
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.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of
PrimeCast 401(k) Savings and Defined Contribution Plan
South Beloit, Illinois
We have audited the accompanying statements of net assets available for benefits
of PrimeCast 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 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.
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
supplemental 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 9, 2001
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<TABLE>
<CAPTION>
PRIMECAST 401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2000 AND 1999
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ASSETS 2000 1999
<S> <C> <C>
INVESTMENTS:
Mutual funds $ 2,634,272 $ 3,454,482
Guaranteed interest account 540,733 664,669
Participant loans 164,211 284,601
-------- -------
Total investments 3,339,216 4,403,752
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CONTRIBUTIONS RECEIVABLE:
Employer's 5,450 106,069
Participants' 20,353 58,901
------- -------
Total contributions receivable 25,803 164,970
------- -------
CASH 2,112
----- -------
NET ASSETS AVAILABLE FOR BENEFITS $ 3,367,131 $ 4,568,722
============ ===========
</TABLE>
See notes to financial statements.
2
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<TABLE>
<CAPTION>
PRIMECAST SAVINGS AND DEFINED CONTRIBUTION PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JUNE 30, 2000 AND 1999
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2000 1999
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Interest and dividend income $ 205,314 $ 206,775
Net appreciation in fair value of investments 248,825 174,159
-------- --------
Total investment income 454,139 380,934
-------- -------
Contributions:
Employer's 87,654 310,113
Participants' 308,740 680,736
Rollover 134,640
Other 2,001
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Total contributions 398,395 1,125,489
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Total additions 852,534 1,506,423
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 839,175 1,258,347
Administrative expenses 145 8,652
------- -----
Total deductions 839,320 1,266,999
TRANSFER TO ATCHISON CASTING CORPORATION
401(k) PLAN (1,214,805)
-----------
NET INCREASE (DECREASE) (1,201,591) 239,424
------------ -------
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 4,568,722 4,329,298
---------- ---------
End of year $ 3,367,131 $ 4,568,722
============ ===========
</TABLE>
See notes to financial statements.
3
<PAGE>
PRIMECAST 401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2000 AND 1999
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1. DESCRIPTION OF PLAN
The following description of the PrimeCast 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 pension plan sponsored by
PrimeCast, Inc. (the "Company" or the "Plan Administrator"). The Plan was
established on July 1, 1997. The PrimeCast, Inc. Employee Benefit Plan
Committee and the Plan Administrator control and manage the operation and
administration of the Plan. 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. Officers of 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").
During June 2000, the Plan transferred $1,214,805 to the Atchison Casting
Corporation 401(k) Plan (the "Corporation Plan"), which represents the
account balances of noncollective bargaining unit employees, who were
allowed to participate in the Corporation Plan effective July 1, 1999.
Eligibility and Participation - Employees of the Company, as defined by the
Plan document, are eligible for participation in the Plan the first day of
the month following completion of 90 days of service.
Contributions - Each year, participants may contribute up to a specified
dollar amount determined by the Internal Revenue Code ("IRC"), as defined
in the Plan. The Company contributes matching contributions equal to 33
1/3% of the participant's eligible contributions not to exceed 6% of the
participant's compensation for each payroll. Effective July 1, 1998, the
Plan was amended to increase the percentage on which the additional
nonelective contribution is based from 7% to 10% of the net profits of
Atchison Casting Corporation and its' subsidiaries ("Atchison") (the parent
Company of the Plan Administrator), as defined in the Plan document. The
Plan receives a portion of the net profit amount based on the compensation
of eligible employees of the Plan in relation to the compensation of all
eligible employees of other eligible plans of Atchison that participate in
the net profit allocation. The nonelective contribution is then allocated
based on compensation of each eligible employee in relation to total
compensation of all eligible employees of certain plans sponsored by
Atchison.
Participant Accounts - Each participant's account is credited with the
participant's contributions and withdrawals, as applicable, and allocations
of the Company's contributions, Plan earnings, and debited with an
allocation of administrative expenses. Allocations are based on participant
earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account balance.
Vesting - Participants are immediately vested in their contributions plus
actual earnings thereon. A participant is 100% vested after one year of
credited service for matching contributions and Atchison's contribution.
Investment Options - Upon enrollment in the Plan, a participant may direct
contributions in investment options offered by Prudential.
4
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During 2000 and 1999, the investment options were as follows:
o MFS Massachusetts Investors Trust
o Prudential Guaranteed Interest Account
o Prudential Government Securities Trust - Money Market Series
o Oppenheimer Global Fund
o AIM Balanced Fund
o Prudential Stock Index Fund
o Van Kampen Emerging Growth Fund
o Prudential Small Company Value Fund
o Fidelity Advisor Equity Income Fund
o Prudential Government Income Fund
o Prudential High Yield Fund
o Franklin Convertible Securities Fund
The following funds were added as investment options during 2000:
o MFS Massachusetts Investor Growth Stock Index 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.
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
percent of their vested account balance. Loan terms range from 1 to 5 years
or up to 15 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 local prevailing rates as determined quarterly by
the Plan Administrator. Interest rates range from 8% to 11%. 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 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. Forfeiture amounts are
used to reduce subsequent contributions of the Plan Sponsor.
Expenses - The Plan's expenses are paid by the Plan or the Company, as
provided by the Plan document. Expenses of $145 and $8,652 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 Purdential.
5
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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.
Investment Valuation and Income Recognition - The Plan's investments,
excluding the guaranteed interest contract, are stated at fair value as
determined by quoted market prices. 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
value basis through November 2, 1998. Participants did not have beneficial
ownership in specific underlying securities or other assets in the various
funds, but had 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 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
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 contracts 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
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4. INVESTMENTS
The following table presents the current values of those investments that
exceeded 5% of the Plan's net assets available for benefits at June 30,
2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
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Value Per Value Per
Share Current Share Current
Shares (rounded) Value Shares (rounded) Value
<S> <C> <C> <C> <C> <C> <C>
MFS Massachusetts Investors Trust Fund 39,495 $ 20.94 $ 827,023 74,737 $ 21.25 $ 1,588,113
The Prudential Insurance Company of America
Guaranteed interest account N/A N/A 540,733 N/A N/A 664,669
Prudential Government Securities Trust -
Money Market Series 393,481 1.00 393,481 630,052 1.00 630,052
Oppenheimer Global Fund 5,809 68.65 398,769 8,572 48.54 416,110
AIM Balanced Fund 10,150 32.95 334,451 13,209 29.32 387,294
Participant Loans 1,908 97.17 185,394 284,601 1.00 284,601
</TABLE>
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 $248,825 and $174,159, respectively, as follows:
<TABLE>
<CAPTION>
Net Appreciation (Depreciation) in Fair Value 2000 1999
<S> <C> <C>
Mutual funds $248,825 $271,260
Pooled separate accounts (97,101)
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$248,825 $174,159
========= ========
</TABLE>
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 year ended June 30, 1999 were
pooled separate accounts and contracts managed by Nationwide. Nationwide
was the custodian as defined by the Plan, from July 1, 1998 to 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 of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
7. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated April 13, 1998, that the Plan and related trust are 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 currently being
operated in compliance with the applicable requirements of the IRC.
7
<PAGE>
8. NONEXEMPT TRANSACTIONS
During the year ended June 30, 2000, employee deferrals of $105,600 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
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<TABLE>
<CAPTION>
PRIMECAST 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
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<S> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f)
Description of Transactions
Relationship of Plan Including Maturity Date, Rate of
Identity of Employer, or other Interest, Colateral, Par or Maturity Purchase Selling Lease
Party involved Party-in-Interest Value Price Price Rental
PrimeCast, Inc. Plan Sponsor Employee contributions not timely $ 105,600 *
remitted to the Trust
(Table Continued)
PRIMECAST 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
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<C> <C> <C> <C>
(g) (h) (i) (j)
Expenses Net
Incurred Gain (Loss)
with Cost of Current Value on Each
Transaction Asset of Asset Transaction
$ 105,600 $ 105,600
</TABLE>
* This represents the total amount of contributions that were withheld from
employees, but not remitted timely to the trust by the Plan Sponsor.
9
<PAGE>
<TABLE>
<CAPTION>
PRIMECAST 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
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(a) (b) (c) (d)
Description of Investment Including
Identity of Issue, Borrower, Lessor or Maturity Date, Rate of Interest Current
Similar Party Collateral, Par or Maturity Date Value
MFS Massachusetts Investors Trust Mutual fund $ 827,023
(39,495 shares)
* The Prudential Insurance Company of America Guaranteed interest account 540,733
Oppenheimer Global Fund Mutual fund 398,769
(5,809 shares)
* Prudential Government Securities Trust - Mutual fund 393,481
Money Market Series (393,481 shares)
AIM Balanced Fund Mutual fund 334,451
(10,150 shares)
Van Kampen Emerging Growth Fund Mutual fund 185,394
(1,908 shares)
* Prudential Stock Index Fund Mutual fund 166,236
(5,131 shares)
* Prudential Small Company Value Fund Mutual fund 83,082
(5,652 shares)
Fidelity Advisor Equity Income Fund Mutual fund 72,325
(2,922 shares)
MFS Massachusetts Investors Growth Stock Index
Fund Mutual fund 49,464
(2,350 shares)
* Prudential Government Income Fund Mutual fund 46,822
(5,521 shares)
* Prudential High Yield Fund Mutual fund 41,691
(6,042 shares)
Franklin Convertible Securities Fund Mutual fund 22,713
(1,448 shares)
* Prudential Jennison Growth Fund Mutual fund 6,689
(264 shares)
Fidelity Advisor Equity Growth Fund Mutual fund 6,132
(82 shares)
* Various participants Participant loans, interest rates from 8% to 164,211
-------
11%; maturity dates through June 2014
Total investments $ 3,339,216
===========
* Represents a party-in-interest to the Plan.
</TABLE>
10
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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.
PRIMECAST 401(k) SAVINGS AND DEFINED
CONTRIBUTION PLAN
Date January 11, 2001 By: Atchison Casting Corporation,
the parent of PrimeCast, Inc.,
its Administrator
By: /s/ Kevin T. McDermed
Kevin T. McDermed
Vice President,
Chief Financial Officer,
Treasurer and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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23 Consent of Deloitte & Touche LLP
