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:
LaGRANGE FOUNDRY, INC. 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>
La Grange Foundry Inc. 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>
<TABLE>
<CAPTION>
LA GRANGE FOUNDRY INC.
401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
TABLE OF CONTENTS
----------------------------------------------------------------------------------------------
Page
<S> <C>
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 10
at the End of Year
</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
La Grange Foundry Inc.
401(k) Savings and Defined Contribution Plan:
We have audited the accompanying statements of net assets available for benefits
of the La Grange Foundry Inc. 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 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
<PAGE>
LA GRANGE FOUNDRY INC.
401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2000 AND 1999
------------------------------------------------------------------------------
ASSETS 2000 1999
INVESTMENTS:
Mutual funds $2,309,027 $2,380,820
Guaranteed interest account 19,179 7,683
------- ------
Total investments 2,328,206 2,388,503
CONTRIBUTIONS RECEIVABLE:
Employer's 40,039 62,633
Participants' 18,417 19,465
------- ------
Total contributions receivable 58,456 82,098
------ ------
NET ASSETS AVAILABLE FOR BENEFITS $2,386,662 $2,470,601
============ ==========
See notes to financial statements.
-2-
<PAGE>
<TABLE>
<CAPTION>
LA GRANGE FOUNDRY INC.
401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JUNE 30, 2000 AND 1999
---------------------------------------------------------------------------------------------------
2000 1999
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Interest and dividend income $ 241,782 $ 115,725
Net (depreciation) appreciation in fair value of investments (21,320) 288,924
--------- -------
Net investment income 220,462 404,649
-------- -------
Contributions:
Employer's 40,039 62,633
Participants' 221,347 228,869
-------- -------
Total contributions 261,386 291,502
-------- -------
Total additions 481,848 696,151
-------- -------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO -
Benefits paid to participants 253,501 98,772
TRANSFER TO ATCHISON CASTING CORPORATION 401(k) PLAN (312,286)
---------
NET (DECREASE) INCREASE (83,939) 597,379
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,470,601 1,873,222
---------- ---------
End of year $ 2,386,662 $ 2,470,601
============ ===========
See notes to financial statements.
</TABLE>
-3-
<PAGE>
LA GRANGE FOUNDRY INC.
401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2000 AND 1999
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the LaGrange Foundry Inc. 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 plan sponsored by La Grange
Foundry Inc. (the "Company" or "Plan Sponsor"). Fidelity Investments
("Fidelity") served as the Plan's custodian through December 3, 1998 at
which time Prudential Investments ("Prudential") became custodian of the
Plan. An individual employed by the Plan Sponsor serves as trustee (the
"Trustee") of the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
The Plan was amended July 1, 1999 to exclude all non-collective bargaining
unit employees. As such, all non-collective bargaining unit participants
were excluded from participation in the Plan. The salaried participants'
account balances of $312,286 were transferred from the Plan to the Atchison
Casting Corporation 401(k) Plan (the "401(k) Plan") on May 1, 2000, as
reflected in the financial statements of the Plan. Subsequent to the
transfer of assets to the 401(k) Plan, all contributions of non-collective
bargaining unit employees were submitted to the 401(k) Plan.
Eligibility and Participation - Employees are eligible to participate in
the Plan after working 90 days immediately following their first day of
employment.
Effective July 1, 1999, an employee is not eligible to participate in the
Plan if not a member of a collective bargaining unit.
Contributions - Plan participants may contribute a portion of their pre-tax
base compensation, subject to certain Internal Revenue Code ("IRC")
limitations. The Company makes non-elective contributions equal to 7% of
the Company's net profit, defined as earnings before interest and taxes.
Participant Accounts - Each participant's account is credited with the
participant's contributions 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 of their
accounts plus actual earnings thereon is based on years of service. A
participant is 100% vested after five years of credited service or upon
retirement at age 65.
Investment Options - Upon enrollment in the Plan, a participant may direct
contributions in investment options offered by Prudential.
-4-
<PAGE>
During 2000 and 1999, the investment options were as follows:
o Fidelity Advisor Equity Growth Fund
o Fidelity Advisor Growth Opportunities Fund
o Fidelity Advisor Equity Income Fund
o Fidelity Advisor Strategic Opportunity Fund
o Oppenheimer Global Fund
o Prudential Government Income Fund
o MFS Massachusetts Investors Trust
o Prudential Stock Index Fund
o Prudential Government Securities Trust-Money Market Series
o Van Kampen Emerging Growth Fund
o Prudential High Yield Fund
o The Prudential Insurance Company of America Guaranteed Interest
Account
o Prudential Small Company Value Fund
o AIM Balanced Fund
o Franklin Convertible Securities Fund
o Prudential Utility Fund
o Prudential Europe Growth Fund
o Prudential Diversified Bond Fund
The following funds were added as investment options during 2000:
o Prudential Jennison 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 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. 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. No expenses were paid by the
Plan in 2000 or 1999.
-5-
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared on
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.
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.
Payment of Benefits - Benefit payments are recorded when paid.
Reclassifications - Certain prior year balances have been reclassified to
conform with current year presentation.
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 fully benefit responsive. The Prudential 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.
-6-
<PAGE>
4. INVESTMENTS
The following table presents 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>
2000
---------------------------------------------
Value Per
Shares Share Fair
(Rounded) (Rounded) Value
<S> <C> <C> <C>
Fidelity Advisor Equity Growth Fund 11,694 $ 74.55 $ 871,802
Fidelity Advisor Growth Opportunities Fund 10,152 44.49 451,664
Fidelity Advisor Equity Income Fund 9,299 24.75 230,152
Fidelity Advisor Strategic Opportunity Fund 8,992 23.08 207,543
1999
---------------------------------------------
Value Per
Shares Share Fair
(Rounded) (Rounded) Value
<S> <C> <C> <C>
Fidelity Advisor Equity Growth Fund 12,762 $ 64.32 $ 820,831
Fidelity Advisor Growth Opportunities Fund 12,388 53.53 663,110
Fidelity Advisor Equity Income Fund 9,965 30.42 303,143
Fidelity Advisor Strategic Opportunity Fund 8,220 28.12 231,133
</TABLE>
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) (depreciated) appreciated in value by ($21,320) and $288,924,
respectively.
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 December 3, 1998 and,
therefore, these transactions qualify as party-in-interest.
Certain Plan investments held during the year ended June 30, 1999 were
shares of mutual funds managed by Fidelity. Fidelity was the custodian as
defined by the Plan through December 3, 1998, therefore, these transactions
qualify as party-in-interest.
6. PLAN TERMINATION
Although the Company has not expressed any intent 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-
<PAGE>
7. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated October 20, 1997, that the Plan is 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 is currently being operated in compliance with
applicable requirements of the IRC.
8. NONEXEMPT TRANSACTION
During the year ended June 30, 2000, employee deferrals of $127,703 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>
LA GRANGE FOUNDRY INC.
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
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f)
Relationship of Description of Transactions
Plan, Employer Including Maturity Date, Rate
Identity of or Other of Interest, Collateral, Par or Purchase Selling Lease
Party Involved Party-in-Interest Maturity Value Price Price Rental
La Grange Foundry Inc. Plan Sponsor Employee contributions not
timely remitted to the Trust $127,703 *
(Table Continued)
LA GRANGE FOUNDRY INC.
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
------------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C>
(g) (h) (I) (j)
Net Gain/
Expenses (Loss)
Incurred with Cost of Current Value on Each
Transaction Asset of Asset Transaction
$ 127,703 $ 127,703
</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>
LA GRANGE FOUNDRY INC.
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 Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral, Current
Lessor or Similar Party Par or Maturity Value Value
Fidelity Advisor Equity Growth Fund Mutual fund
(11,694 shares) $ 871,802
Fidelity Advisor Growth Opportunities Fund Mutual fund
(10,152 shares) 451,664
Fidelity Advisor Equity Income Fund Mutual fund
(9,299 shares) 230,152
Fidelity Advisor Strategic Opportunity Fund Mutual fund
(8,992 shares) 207,543
Oppenheimer Global Fund Mutual fund
(1,535 shares) 105,352
Prudential Government Income Fund Mutual fund
(10,443 shares) 88,555
MFS Massachusetts Investors Trust Mutual fund
(4,021 shares) 84,193
* Prudential Stock Index Fund Mutual fund
(2,184 shares) 70,771
* Prudential Government Securities Trust- Mutual fund
Money Market Series (46,008 shares) 46,008
Van Kampen Emerging Growth Fund Mutual fund
(574 shares) 55,799
* Prudential Jennison Growth Fund Mutual fund
(1,127 shares) 28,513
* Prudential High Yield Fund Mutual fund
(2,898 shares) 20,000
* The Prudential Insurance Company of America Guaranteed interest account 19,179
* Prudential Small Company Value Fund Mutual fund
(1,253 shares) 18,415
AIM Balanced Fund Mutual fund
(481 shares) 15,856
Franklin Convertible Securities Fund Mutual fund
(503 shares) 7,886
* Prudential Utility Fund Mutual fund
(338 shares) 4,132
MFS Massachusetts Investors Growth Stock Fund Mutual fund
(65 shares) 1,365
* Prudential Europe Growth Fund Mutual fund
(26 shares) 547
* Prudential Diversified Bond Fund Mutual fund
(39 shares) 474
Total investments $ 2,328,206
===========
* Represents party-in-interest to the Plan.
</TABLE>
-10-
<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.
LaGRANGE FOUNDRY, INC.
401(k) SAVINGS AND DEFINED
CONTRIBUTION PLAN
Date January 11, 2001 By: Atchison Casting Corporation,
the parent of LaGrange Foundry, 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
-------------- -----------
23 Consent of Deloitte & Touche LLP
