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:
QUAKER ALLOY, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES
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>
QUAKER ALLOY, INC.
401(K) PROFIT SHARING PLAN FOR UNION EMPLOYEES
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED JUNE 30, 2000 AND 1999,
AND SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED JUNE 30, 2000, AND
INDEPENDENT AUDITORS' REPORT
<PAGE>
<TABLE>
<CAPTION>
QUAKER ALLOY, INC.
401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES
TABLE OF CONTENTS
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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
The Board of Directors and Participants of
Quaker Alloy, Inc. 401(k) Profit Sharing Plan
for Union Employees
Myerstown, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of the Quaker Alloy, Inc. 401(k) Profit Sharing Plan for Union Employees (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
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QUAKER ALLOY, INC.
401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2000 AND 1999
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ASSETS 2000 1999
INVESTMENTS:
Mutual funs $ 783,287 $ 652,660
Guaranteed interest account 702,228 581,746
-------- -------
Total investments 1,485,515 1,234,406
CONTRIBUTIONS RECEIVABLE:
Employer's 62,973 80,492
Participants' 3,965 3,868
----- -----
Total contributions receivable 66,938 84,360
------ ------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,552,453 $ 1,318,766
============ ===========
See notes to financial statements.
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<TABLE>
<CAPTION>
QUAKER ALLOY, INC.
401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES
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 $ 62,590 $ 32,820
Net appreciation in fair value of investments 50,872 13,729
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Total investment income 113,462 46,549
Contributions:
Employer's 109,432 85,935
Participants' 112,944 80,492
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Total contributions 222,376 166,427
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Total additions 335,838 212,976
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 102,151 110,537
Administrative expenses 5,745
-----
Total deductions 102,151 116,282
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NET INCREASE 233,687 96,694
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,318,766 1,222,072
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End of year $ 1,552,453 $ 1,318,766
============ ===========
</TABLE>
See notes to financial statements.
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<PAGE>
QUAKER ALLOY, INC.
401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2000 AND 1999
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1. DESCRIPTION OF THE PLAN
The following description of the Quaker Alloy, Inc. 401(k) Profit Sharing
Plan for Union Employees (the "Plan") provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provision.
General - The Plan is a defined contribution plan sponsored by Quaker
Alloy, Inc. (the "Company" or the "Plan Sponsor"). The Plan was established
on June 1, 1994. 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 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").
Eligibility and Participation - Employees of the Company may begin
participation in the Plan the first day of the month following completion
of three months of service. Employees must be at least 18 years of age and
a member of the United Steelworkers of America, AFL-CIO, Local 7274.
Contributions - Each year, participants may contribute up to 10% of pretax
annual compensation, as defined in the Plan document. The Company makes
discretionary contributions to the Plan based on annual union contract
negotiations. For the years ended June 30, 2000 and 1999, the employer's
discretionary profit sharing contribution was 3% of the employee's wages.
Effective July 1, 1999, the Company will make a matching contribution of
50% of a participant's pre-tax deferrals not to exceed 6% of the
participant's eligible compensation.
Participant Accounts - Each participant's account is credited with the
participant's contributions and withdrawals, as applicable, 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 matching contribution of
their accounts plus actual earnings thereon is based on years of service. A
participant is 100% vested after seven years of credited service or upon
retirement at age 65 in the Company's contributions.
Investment Options - Upon enrollment in the Plan, a participant may direct
contributions in investment options offered by Prudential.
During 2000 and 1999, investment options were as follows:
o The Prudential Insurance Company of America Guaranteed Interest Account
o MFS Massachusetts Investors Trust
o Oppenheimer Global Fund
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o Prudential Governmental Securities Trust - Money Market Series
o AIM Balanced Fund
o Prudential Government Income Fund
o Prudential Stock Index Fund
o Fidelity Advisor Equity Income Fund
o Prudential High Yield Fund
o Van Kampen Emerging Growth Fund
o Prudential Small Company Value Fund
o Franklin Convertible Securities Fund
The following funds were added as investment options during 2000:
o Prudential Jennison Growth Fund
o Fidelity Advisor Equity 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 may be made in the form
of a lump sum, upon request by the participant, or 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. Expenses of $0 and $5,745 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 amount of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
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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.
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 of Nationwide, 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 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 adopted 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 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.
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<PAGE>
4. INVESTMENTS
The following tables present the fair values of those investments that
exceeded 5% of the Plan's net assets available for benefits at June 30,
2000 and 1999:
<TABLE>
<CAPTION>
June 30, 2000
-------------------------------------------
Price per Fair
Shares Share Value
(rounded) (rounded)
<S> <C> <C> <C>
The Prudential Insurance Company of America
Guaranteed Interest Account N/A N/A $ 702,228
MFS Massachusetts Investors Trust 13,437 $ 20.94 281,376
Oppenheimer Global Fund 2,149 68.65 147,506
Prudential Government Securities Trust -
Money Market Series 91,846 1.00 91,846
AIM Balanced Fund 2,673 32.95 88,074
</TABLE>
<TABLE>
<CAPTION>
June 30, 1999
------------------------------------------------
Price per Fair
Shares Share Value
(rounded) (rounded)
<S> <C> <C> <C>
The Prudential Insurance Company of America
Guaranteed Interest Account N/A N/A $ 581,746
MFS Massachusetts Investors Trust 16,498 $21.25 350,575
Oppenheimer Global Fund 1,857 48.54 90,141
Prudential Government Securities Trust -
Money Market Series 86,800 1.00 86,800
AIM Balanced Fund 2,247 29.31 65,870
</TABLE>
During the years ended June 30, 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 $50,872 and $13,729, respectively,
as follows:
Net Appreciation (Depreciation) in Fair Value 2000 1999
Pooled separate accounts $ $ (42,442)
Mutual funds 50,872 56,171
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$ 50,872 $ 13,729
========= ========
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 November 2, 1998 through June
30, 2000, and, therefore, these transactions qualify as party-in-interest.
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<PAGE>
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 through 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 set forth in ERISA. In the
event of Plan termination, participants will become 100% vested in their
accounts.
7. PLAN TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated July 24, 1995 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC").
The Plan has been amended since receipt of this determination letter.
However, the Plan Sponsor believes that the Plan is currently designed and
being operated in compliance with the applicable provisions of the IRC.
8. NONEXEMPT TRANSACTION
During the year ended June 30, 2000, employee deferrals of $19,849 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-
<PAGE>
<TABLE>
<CAPTION>
QUAKER ALLOY, INC.
401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES
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>
(a) (b) (c) (d) (e) (f)
Description of Transactions
Relationship of Plan, Including Maturity Date, Rate
Identity of Employer, or Other of Interest, Collateral, Par or Purchase Selling Lease
Party Involved Party-in-Interest Maturity Value Price Price Rental
Quaker Alloy, Inc. Plan Sponsor Employee contributions not timely
remitted to the Trust $19,849*
(Table Continued)
QUAKER ALLOY, INC.
401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES
FORM 5500, SCHEDULE H, PART IV, LINES 4a and 4d - SCHEDULE OF NONEXEMPT TRANSACTIONS
YEAR ENDED JUNE 30, 2000
------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C>
(g) (h) (i) (j)
Expenses Current Net Gain (Loss)
Incurred With Cost of Value of on Each
Transaction Asset Asset Transaction
$ 19,849 $ 19,849
* This represents the total amount of contributions that were withheld from
employees, but not remitted timely to the trust by the Plan Sponsor.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
QUAKER ALLOY, INC.
401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES
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)
<S> <C> <C>
Description of Investment
Including Maturity Date, Rate of
Identity of Issue, Borrower, Lessor Interest, Collateral, Par or Current
or Similar Party Maturity Value Value
* The Prudential Insurance Company of America Guaranteed interest account $ 702,228
MFS Massachusetts Investors Trust Mutual fund
(13,437 shares) 281,376
Oppenheimer Global Fund Mutual fund
(2,149 shares) 147,506
* Prudential Government Securities Trust - Mutual fund
Money Market Series (91,846 shares) 91,846
AIM Balanced Fund Mutual fund
(2,673 shares) 88,074
* Prudential Government Income Fund Mutual fund
(3,227 shares) 27,369
* Prudential Stock Index Fund Mutual fund
(1,245 shares) 40,327
Fidelity Advisor Equity Income Fund Mutual fund
(1,061 shares) 26,251
* Prudential High Yield Fund Mutual fund
(3,760 shares) 25,946
Van Kampen Emerging Growth Fund Mutual fund
(360 shares) 34,930
* Prudential Small Company Value Fund Mutual fund
(863 shares) 12,692
Franklin Convertible Securities Fund Mutual fund
(258 shares) 4,047
* Prudential Jennison Growth Fund Mutual fund
(75 shares) 1,897
Fidelity Advisor Equity Growth Fund Mutual fund
(13 shares) 1,000
MFS Massachuetts Investors Growth Stock Fund Mutual fund
(1 share) 26
--
Total investments $ 1,485,515
===========
* Represents a party-in-interest to the Plan.
</TABLE>
<PAGE>
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.
QUAKER ALLOY, INC.
401(k) PROFIT SHARING PLAN
FOR UNION EMPLOYEES
Date January 11, 2001 By: Atchison Casting Corporation,
the parent of Quaker Alloy, 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
