-----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, BDTFylrpAoJIOHtsefEPOkgCwmsyAZwQ1TjQHEvSRmc8n5uP7ho+m7ISj7a/fmYl M5pJjuvgVw0madn5IbUrsQ== 0000922907-02-000332.txt : 20021016 0000922907-02-000332.hdr.sgml : 20021016 20021016131543 ACCESSION NUMBER: 0000922907-02-000332 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021015 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021016 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12541 FILM NUMBER: 02790198 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 8-K 1 form8k_101502.htm Atchison Casting Corporation Form 8-K
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) (October 15, 2002)
                                                  October 16, 2002
                                                --------------------------------

                          Atchison Casting Corporation
                          ----------------------------
            (Exact name of registrant as specified in its charter)


         KANSAS                  1-12541               48-1156578
- --------------------------------------------------------------------------------
(State or other jurisdiction   (Commission            (IRS Employer
    of incorporation)         File Number)         Identification No.)


400 South Fourth Street, Atchison, Kansas                 66002
- --------------------------------------------------------------------------------
(Address of principal executive offices)               (zip code)


Registrant's telephone number, including area code    (913) 367-2121
                                                   -----------------------------


                                 Not applicable
- --------------------------------------------------------------------------------
        (Former name or former address, if changed since last report)









Item 5.   Other Events.

     Atchison Casting Corporation announced an amendment to the Thirteenth
     Amendment and Forebearance Agreement in which, among other things, a date
     to reduce outstanding loan commitments was extended from October 15, 2002
     to October 17, 2002. A copy of the letter agreement is attached as Exhibit
     4 hereto and incorporated herein by reference.


Item 7.    Financial Statements and Exhibits.

     (c)  EXHIBITS. The following exhibit is filed herewith:

     4    Letter agreement dated October 15, 2002 modifying the Thirteenth
          Amendment and Forebearance Agreement.




                                        2



                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

      Date: October 15, 2002



                                    Atchison Casting Corporation

                                    By: /s/ Kevin T. McDermed
                                        --------------------------------
                                          Kevin T. McDermed
                                          Chief Financial Officer




                                        3


EX-4 3 form8k_101502exh4.htm

                                October 15, 2002



Atchison Casting Corporation
400 South 4th Street
Atchison, Kansas  66002-0188
Attention:  Chief Financial Officer


Re:  Atchison Casting Corporation (the "Company") April 3, 1998 Amended and
     Restated Credit Agreement by and among the Company, Harris Trust and
     Savings Bank, as Agent and the Banks party thereto (as heretofore amended,
     the "Credit Agreement")

Ladies and Gentlemen:

         Pursuant to the Thirteenth Amendment and Forbearance Agreement dated as
of July 31, 2002 (the "Thirteenth Amendment") the Bank Group agreed to
temporarily forbear from enforcing its rights and remedies with respect to the
Credit Agreement through October 15, 2002 (the "Standstill Expiration Date").
The Company has requested that the Bank Group extend the Standstill Expiration
Date to October 17, 2002.

         Accordingly, effective upon the execution of this letter by the
Required Banks, the Company and each Guarantor in the spaces provided for that
purpose below (which execution may be on separate counterparts of this letter,
all of which are to constitute one and the same instrument) and satisfaction of
the further conditions precedent to effectiveness set forth below, (i) the
Standstill Period shall be extended so that the new Standstill Expiration Date
shall be October 17, 2002 and (ii) Schedule I to the Thirteenth Amendment shall
be modified by adding the following at the end thereof:

          "15. Noncompliance with the minimum cumulative EBITDA requirement set
          forth in Section 9 of Thirteenth Amendment and Forbearance Agreement
          for the period from July 1, 2002 through July 31, 2002 and for the
          period from July 1, 2002 through August 31, 2002."

         The Company confirms that the Maximum Exposure Cap is $69,065,991.63 as
of October 15, 2002. The Company and the Guarantors repeat and reaffirm the
acknowledgements and releases contained in Paragraph 14 of the Thirteenth
Amendment, all as though set forth herein in their entirety.

         This Agreement shall also not become effective (a) unless on or before
October 15, 2002 (i) the Banks have received a preliminary report from Alvarez &
Marsal and the Required Banks are satisfied with such report with respect to
short term liquidity, collateral and viability issues, (ii) General Electric
Capital Corporation has committed to restructuring the indebtedness of the
Company owed to it on terms reasonably acceptable to the Required Banks, and
(iii) the Company





shall have appointed a Chief Restructuring Officer who shall report to Company's
Chief Executive Officer and shall be responsible for monitoring and assessing
financial performance and viability, assisting in debt restructuring, monitoring
relationships with other creditors, assisting in evaluating asset sales and
dealing with foreign entity, leases and other issues and (b) unless and until
TIAA shall have extended its standstill termination date to October 17, 2002 in
a manner reasonably acceptable to the Agent.

         Except as specifically modified hereby, all of the terms and conditions
of the Credit Agreement shall remain in full force and effect and are deemed to
be reaffirmed as of the date hereof. Without limiting the generality of the
foregoing, this letter does not waive any of the Existing Defaults or any other
Defaults or Events of Default that now exist.

         This waiver shall be governed and construed in accordance with the laws
of the State of Illinois. All capitalized terms used herein without definition
shall have the same meaning herein as such terms have in the Thirteenth
Amendment.


                                Very truly yours,

                                HARRIS TRUST AND SAVINGS BANK, in its individual
                                   capacity as a Bank and as Agent


                                By:  /s/ Betzaida Erderly
                                   ---------------------------------------------
                                Title: Vice President


                               COMMERCE BANK, N.A.


                               By:  /s/ Dennis R. Block
                                   ---------------------------------------------
                               Title:  Senior Vice President


                               US BANK NATIONAL ASSOCIATION (f/k/a Firstar Bank,
                                  N.A.), (f/k/a Firstar Bank, N.A. Overland Park,
                                  f/k/a Firstar Bank Midwest, N.A., f/k/a
                                  Mercantile Bank)


                               By:  /s/ Craig D. Buckley
                                   ---------------------------------------------
                               Title:  Vice President


                               KEY BANK NATIONAL ASSOCIATION


                               By: /s/ Arthur E.Cutler
                                  ----------------------------------------------
                               Title: Senior Vice President


                                      -2-



                               COMERICA BANK


                               By:  /s/ Andrew R. Craig
                                  ----------------------------------------------
                               Title: Vice President

                               HIBERNIA NATIONAL BANK


                               By: /s/ Tammy Angelety
                                  ----------------------------------------------
                               Title: Vice President


                               NATIONAL WESTMINSTER BANK PLC

                               Nassau Branch


                               By: /s/ Pete Ballard
                                 -----------------------------------------------
                               Title:  Head of Special Situations
                                       Specialized Lending Services

                               New York Branch


                               By: /s/ Pete Ballard
                                  ----------------------------------------------
                               Title:   Head of Special Situations
                                        Specialized Lending Services


                               WELLS FARGO BANK, NATIONAL ASSOCIATION
                                  (successor by merger to Norwest
                                  Bank Minnesota,
                                  N.A.)


                               By:  /s/ Calvin R. Emerson
                                 -----------------------------------------------
                               Title:  Vice President

Agreed and Accepted:

ATCHISON CASTING CORPORATION


By: /s/ Kevin T. McDermed
   ----------------------------------------------
Title:   VP & Treasurer







AMITE FOUNDRY AND MACHINE, INC.
PROSPECT FOUNDRY, INC.
QUAKER ALLOY, INC.
CANADIAN STEEL FOUNDRIES, LTD.
KRAMER INTERNATIONAL, INC.
EMPIRE STEEL CASTINGS, INC.
LAGRANGE FOUNDRY INC.
THE G&C FOUNDRY COMPANY
LOS ANGELES DIE CASTING INC.
CASTCAN STEEL LTD.
CANADA ALLOY CASTINGS, LTD.
PENNSYLVANIA STEEL FOUNDRY & MACHINE COMPANY
SPRINGFIELD IRON CORP. (f/k/a Jahn Foundry Corp.)
INVERNESS CASTINGS GROUP, INC.
DU-WEL PRODUCTS, INC.
DAVIS CASTING AND ASSEMBLY, INC.
CLAREMONT FOUNDRY, INC.
LONDON PRECISION MACHINE & TOOL LTD.


By:  /s/ Kevin T. McDermed
   ----------------------------------------------
Title: Vice Pres.



PRIMECAST INCORPORATED


By: /s/ William Jonas
   ----------------------------------------------
Title: Vice President Human Resources



GILMORE INDUSTRIES, INC.


By: /s/ John R. Kujawa
   ----------------------------------------------
Title: President


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