<PAGE> 1
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 11-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------ ----------
Commission file number 1-12981
THE AMETEK 401(K) PLAN FOR ACQUIRED BUSINESSES
(Full title of the plan)
AMETEK, INC.
37 NORTH VALLEY ROAD, BUILDING 4, P.O. BOX 1764
PAOLI, PENNSYLVANIA 19301-0801
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE> 2
Report of Independent Auditors
The Administrative Committee
AMETEK 401(K) Plan for Acquired Businesses
We have audited the accompanying statement of financial condition of the AMETEK
401(K) Plan for Acquired Businesses as of December 31, 1999, and the related
statement of income and changes in plan equity for the period ended December 31,
1999. 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 audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. 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 audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the AMETEK 401(K) Plan for
Acquired Businesses at December 31, 1999, and the income and changes in plan
equity for the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
June 7, 2000
F-1
<PAGE> 3
THE AMETEK 401(K) PLAN FOR ACQUIRED BUSINESSES
STATEMENT OF FINANCIAL CONDITION
December 31, 1999
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
FIXED COMMON
INCOME BALANCED EQUITY LOAN STOCK TOTAL
FUND FUND FUND ACCOUNT FUND
---------------------------------------------------------------------------------------------------------------------------
ASSETS
Investments at fair value:
<S> <C> <C> <C> <C> <C> <C>
Guaranteed Investment Contracts $ 293,530 $ -- $ -- $ -- $ -- $ 293,530
Vanguard Group of Mutual Funds 674,428 1,730,841 2,957,043 -- -- 5,362,312
------------------------------------------------------------------------------
Total Investments 967,958 1,730,841 2,957,043 -- -- 5,655,842
Receivables:
Employee contributions 6,031 22,237 48,147 -- -- 76,415
Employer contributions 2,790 9,408 19,089 -- -- 31,287
Loans to participants -- -- -- 360,413 -- 360,413
Interfund accounts 742 1,706 2,276 (4,724) -- --
------------------------------------------------------------------------------
Total Assets $ 977,521 $1,764,192 $3,026,555 $ 355,689 $ -- $6,123,957
==============================================================================
LIABILITIES AND PLAN EQUITY
Plan equity $ 977,521 $1,764,192 $3,026,555 $ 355,689 $ -- $6,123,957
------------------------------------------------------------------------------
Total liabilities and plan equity $ 977,521 $1,764,192 $3,026,555 $ 355,689 $ -- $6,123,957
==============================================================================
</TABLE>
See accompanying notes.
F-2
<PAGE> 4
THE AMETEK 401(K) PLAN FOR ACQUIRED BUSINESSES
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
FIXED COMMON
INCOME BALANCED EQUITY LOAN STOCK TOTAL
FUND FUND FUND ACCOUNT FUND
------------------------------------------------------------------------------------------------------------------------------------
ADDITIONS
Contributions:
<S> <C> <C> <C> <C> <C> <C>
Employee $ 51,823 $ 184,623 $ 360,337 $ -- $ -- $ 596,783
Employer 25,489 82,186 151,091 -- -- 258,766
Rollovers from other plans 912,986 1,479,842 2,300,931 355,540 -- 5,049,299
-------------------------------------------------------------------------------
Total Contributions 990,298 1,746,651 2,812,359 355,540 -- 5,904,848
-------------------------------------------------------------------------------
Investment Income:
Interest and dividends 23,335 62,198 101,537 6,798 -- 193,868
Net realized and unrealized gain (loss)
on investments (4,668) (9,169) 123,047 -- -- 109,210
-------------------------------------------------------------------------------
Total Investment Income 18,667 53,029 224,584 6,798 -- 303,078
-------------------------------------------------------------------------------
Total Contributions and
-------------------------------------------------------------------------------
Investment Income 1,008,965 1,799,680 3,036,943 362,338 -- 6,207,926
-------------------------------------------------------------------------------
DEDUCTIONS
Withdrawals and terminations (15,535) (10,671) (57,763) -- -- (83,969)
Net interfund transfers (15,909) (24,817) 47,375 (6,649) -- --
-------------------------------------------------------------------------------
Total Deductions (31,444) (35,488) (10,388) (6,649) -- (83,969)
-------------------------------------------------------------------------------
Increase in plan equity 977,521 1,764,192 3,026,555 355,689 -- 6,123,957
Plan equity at beginning of period -- -- -- -- -- --
-------------------------------------------------------------------------------
Plan equity at end of period $ 977,521 $ 1,764,192 $ 3,026,555 $ 355,689 $ -- $ 6,123,957
===============================================================================
</TABLE>
See accompanying notes.
F-3
<PAGE> 5
THE AMETEK 401(K) PLAN FOR ACQUIRED BUSINESSES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. DESCRIPTION OF THE PLAN
The AMETEK 401(K) Plan for Acquired Businesses ("the Plan") was established on
May 1, 1999 for the benefit of eligible employees of businesses acquired by
AMETEK, Inc.
The following brief description of the Plan provides only summarized
information. Participants should refer to the full Summary Plan Description for
more complete information.
The Plan is a tax-deferred 401(k) defined contribution savings plan, which
provides eligible employees of businesses acquired by AMETEK, Inc. ("AMETEK", or
"the Company"), an opportunity to invest up to 14% of their compensation in one
or a combination of investment programs (described in Note 3). Participants are
fully vested at all times in both their contributions to the Plan and in Company
contributions. If a participant terminates employment with the Company for any
reason, he or she may receive a distribution following termination of employment
or may elect to commence distributions at, or after age 55, but no later than
age 70-1/2. When a participant attains age 59-1/2 while still an employee, he or
she can elect to withdraw the vested amount of his or her account balance. Also,
in certain cases of financial hardship, a participant may elect to withdraw up
to a specified portion of his or her vested account balance, regardless of age.
The Plan also allows participants to borrow funds from their accounts, subject
to a charge for administrative fees, and certain other limitations, and such
amounts are reflected in a loan account receivable until repaid by the
participant (see Note 4).
The Plan provides for Company contributions equal to 100% of the amount
contributed by each participant, up to a maximum percentage ranging from 2% to
6% of the participants' compensation as determined by the Board of Directors for
each business. Matching Company contributions are credited to participants'
accounts at the same time their contributed compensation is invested.
While the Company has not expressed any intent to terminate the Plan, it is free
to do so at any time subject to the provisions of the Employee Retirement Income
Security Act of 1974 as amended ("ERISA"), and applicable labor agreements. In
the event of termination, each participant will receive the value of his or her
separate account. Participants' collective accounts are represented by the
Plan's equity as shown in the accompanying financial statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of financial statements
The accompanying financial statements have been prepared on the accrual basis of
accounting, except for the non-accrual of a liability for amounts owed to former
participants, which are reflected in plan equity in accordance with accounting
principles generally accepted in the United States (see Note 8). Purchases and
sales of investments are reflected on trade dates. Realized gains and losses on
sales of investments are based on the average cost of such investments. Dividend
income is recorded on the ex-dividend date. Income from other investments is
recorded as earned.
Use of estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates and
assumptions.
Investment valuation
Investments in equity securities are carried at market value based upon closing
market quotes on the last business day of the Plan year. Money market and
short-term investments are carried at the fair value established by the issuer
and/or the trustee.
F-4
<PAGE> 6
THE AMETEK 401(K) PLAN FOR ACQUIRED BUSINESSES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Guaranteed Investment Contracts ("GICs"), all of which are considered
benefit-responsive, are reported at contract value, which approximates fair
value. Fully benefit-responsive investment contracts are contracts that transfer
financial risk of principal and interest to a responsible third party, and
provide for participant-initiated transactions without conditions, limitations
or restrictions. All other investment contracts are reported at fair value.
3. INVESTMENT PROGRAMS
At December 31, 1999, the assets of the Plan were held in a trust administered
by the Vanguard Fiduciary Trust Company.
Each participant may have his or her accounts invested (up to certain specified
limits) in one or a combination of the following investment programs as of
December 31, 1999:
(a) The Fixed Income Funds:
The Fixed Income Funds are comprised of the Vanguard Retirement Savings
Trust, which invests in a diversified portfolio of GICs issued by insurance
companies and other financial institutions. Contributions to the retirement
savings trust and proceeds from its GIC maturities are invested entirely in
the Vanguard Stable Value Market Fund, which invests in a more diversified
GIC portfolio. The Fixed Income Fund also holds investments in two
additional Vanguard Funds: a Bond Market Index Fund and a Prime Money Market
Fund. Investments of the Fixed Income Fund (carried at fair value) are shown
in the table below:
<TABLE>
<CAPTION>
Balance at
December 31,1999
----------------
<S> <C>
The Vanguard Retirement Savings Trust (1) $293,530
Money Market Mutual Fund* 505,362
Vanguard Total Bond Market Index Fund (cost $173,047) 169,066
--------
Total Fixed Income Fund investments $967,958
========
</TABLE>
*At December 31, investment represents 5% or more of the fair value of
the Plan's net assets.
(1) Includes synthetic investment contracts in which a financially
responsible third party pays a contract rate of interest on the
underlying investments, and provides for full payment of principal upon
participant-directed withdrawals from the Trust. Also includes a
short-term investment account utilized for withdrawals, transfers, and
future GIC purchases.
Income on the GICs is earned at interest rates ranging from 5.0% to 8.0% for
the period ended December 31, 1999. Variable-rate contracts are reset
quarterly, but will not fall below zero. Contracts with fixed rates of
interest through maturity also ranged between 5.0% and 8.0% for the Plan
period ended December 31, 1999. The weighted average crediting interest rate
for the Vanguard Retirement Savings Trust was approximately 5.9% for 1999.
The average yield for all investments within the Fixed Income Fund was 4.8%
for the Plan period ended December 31, 1999, net of investment expenses.
F-5
<PAGE> 7
THE AMETEK 401(K) PLAN FOR ACQUIRED BUSINESSES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
3. INVESTMENT PROGRAMS (continued)
(b) The Balanced Funds:
Participants investing in the Balanced Funds have two alternatives for
allocating their accounts:
1. Vanguard LifeStrategy Growth Funds - Participants may select among
three growth strategies (Conservative Growth, Moderate Growth, and
Aggressive Growth), each with corresponding levels of asset allocations
and investment risks. Each portfolio invests in various mutual funds
within the Vanguard Group with fund objectives meeting the overall
strategy chosen by the participant.
2. Vanguard Wellington Fund - This fund invests in dividend-paying large
and mid-capitalization stocks of well-established companies, as well as
bonds. The fund seeks income and long-term capital appreciation, with an
average blend of assets of 65% in stocks and 35% in bonds.
At December 31, 1999, the investments of the Balanced Funds consisted of the
following:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
Number of Cost Market
Shares Value
----------------------------------------------------------------------------------
<S> <C> <C> <C>
Vanguard LifeStrategy Growth Funds* 73,991 $1,277,730 $1,312,238
-----------------------------------------------------------------------------------
Vanguard Wellington Fund* 14,972 463,585 418,603
-----------------------------------------------------------------------------------
Total Balanced Funds 88,963 $1,741,315 $1,730,841
-----------------------------------------------------------------------------------
</TABLE>
*At December 31, investment represents 5% of more of the fair value of the
Plan's net assets.
(c) The Equity Funds:
The Equity Funds are comprised of the Vanguard Group of Equity Funds,
consisting of the Vanguard Windsor II Fund, the Vanguard PRIMECAP Fund, the
Vanguard Small-Cap Index Fund, the Vanguard International Growth Fund, and
the Vanguard 500 Index Fund. The Vanguard funds seek long-term capital
appreciation by investing in a wide range of worldwide stocks and other
types of investments.
All of the mutual funds mentioned above use various investment techniques,
including foreign exchange and derivatives transactions, though generally
these funds have significant limitations as to the use of such techniques.
Shares in each fund are purchased at the net asset value of the respective
funds and no direct commissions, fees or other charges are assessed against
the accounts in these funds.
At December 31, 1999, the investments of the Equity Fund consisted of the
following:
<TABLE>
<CAPTION>
------------------------------------------------------------------------
Number Cost Market
of Value
Shares
------------------------------------------------------------------------
<S> <C> <C> <C>
Vanguard Group of Equity Funds:
-----------------------------------------------------------------------
Vanguard Windsor II Fund 8,106 $ 242,659 $ 202,416
-----------------------------------------------------------------------
Vanguard PRIMECAP Fund* 15,655 911,385 971,687
-----------------------------------------------------------------------
Vanguard Int'l Growth Fund 4,633 93,493 104,194
-----------------------------------------------------------------------
Vanguard Small-Cap Index Fund 1,464 33,821 34,557
-----------------------------------------------------------------------
Vanguard 500 Index Fund* 12,149 1,554,639 1,644,189
-----------------------------------------------------------------------
Total Equity Funds 42,007 $2,835,997 $2,957,043
-----------------------------------------------------------------------
</TABLE>
*At December 31, investment represents 5% of more of the fair value of the
Plan's net assets.
F-6
<PAGE> 8
THE AMETEK 401(K) PLAN FOR ACQUIRED BUSINESSES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
3. INVESTMENT PROGRAMS (continued)
(d) The Common Stock Fund:
The AMETEK Stock Fund is an additional investment option for plan
participants. At December 31, 1999, there were no assets invested in
the Common Stock Fund, which invests in AMETEK Inc. common stock.
Shares of AMETEK, Inc. common stock may be purchased by the Trustee on
the open market, directly from AMETEK, or from other stockholders.
Brokerage commissions paid are charged against the accounts invested in
this Fund.
A participant may change his or her contribution percentage election to any fund
effective as of the first day of each calendar quarter. In addition, the plan
provides for participant-directed investing, whereby participants may change
their investment selection within or between investment programs or specific
investment funds in which their contributions are invested at any time, subject
to certain limitations. The Plan also permits a participant, at any time, to
completely discontinue contributions on a prospective basis.
There were approximately 400 participants in the Plan at December 31, 1999.
Participants generally invest in more than one fund.
4. LOAN ACCOUNTS RECEIVABLE
Participants may borrow a minimum of $1,000 or up to a maximum equal to the
lesser of $50,000 or 50% of their account balance. Participants may have up to
two outstanding loans at any time, the sum of which may not exceed the maximum.
Repayment terms of the loan are generally limited to no longer than 60 months
from inception. The loans are secured by the balance in the participant's
account, and bear interest at rates established by the Plan's administrative
committee, which approximate rates charged by commercial lending institutions
for comparable loans. Interest rates on loans outstanding at December 31, 1999
ranged between 7.25% and 10%.
5. NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
The components of the net realized gains and losses and the change in the net
unrealized gain and loss on equity investments, which are included in investment
income at December 31, 1999 are as follows:
<TABLE>
<CAPTION>
---------------------------------------------------------
---------------------------------------------------------
<S> <C>
Fixed Income Fund
Realized loss ($687)
Change in net unrealized loss (3,981)
-------
Total Fixed Income Fund (4,668)
-------
Balanced Fund
Realized gain 1,305
Change in net unrealized loss (10,474)
-------
Total Balanced Fund (9,169)
-------
Equity Fund
Realized gain 2,001
Change in net unrealized gain 121,046
-------
Total Equity Fund 123,047
-------
Total net realized and unrealized gain
included in investment income $109,210
=======
---------------------------------------------------------
</TABLE>
F-7
<PAGE> 9
THE AMETEK 401(K) PLAN FOR ACQUIRED BUSINESSES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
5. NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (continued)
The net unrealized gain (loss) on investments included in the Plan's equity is
as follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------
Fixed Income Balanced Equity Total
Fund Fund Fund
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance December 31, 1998 $ -- $ -- $ -- $ --
Change for the year 1999 (3,981) (10,474) 121,046 106,591
-------- -------- -------- --------
Balance December 31, 1999 $ (3,981) $(10,474) $121,046 $106,591
======== ======== ======== ========
</TABLE>
6. FEDERAL INCOME TAX STATUS
The Plan has applied for a determination letter from the Internal Revenue
Service stating that the Plan is qualified under Section 401 of the Internal
Revenue Code, and would, therefore, be exempt from federal income tax. However,
the Plan Administrator believes that the Plan is qualified and, therefore, the
related trust is exempt from Federal income tax.
Under the Plan, contributions will not be taxed to the employee until a
distribution from the Plan is made.
7. EXPENSES
The expenses of administering the Plan are payable from the trust funds, unless
the Company elects to pay such expenses. For the Plan year ended December 31,
1999, the Company elected to pay such expenses directly.
F-8
<PAGE> 10
THE AMETEK 401(K) PLAN FOR ACQUIRED BUSINESSES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
8. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of Plan equity at December 31, 1999, presented
in the financial statements in accordance with accounting principles generally
accepted in the United States, and the reduction for amounts owed to former
participants upon withdrawal and termination from the Plan for the year ended
December 31, 1999 compared to the amounts reported on Form 5500. Amounts owed to
former participants are reported as liabilities on the Form 5500 for benefit
claims that have been processed but not paid at year-end. Such amounts are not
recorded as liabilities under accounting principles generally accepted in the
United States.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Fixed
Income Balanced Equity Loan Total
Fund Fund Fund Account Fund
-----------------------------------------------------------------------------------------------------------------------
Plan Equity
December 31, 1999:
<S> <C> <C> <C> <C> <C>
Plan equity reported in the $977,521 $1,764,192 $3,026,555 $355,689 $6,123,957
financial statements
Amounts owed to former
participants (2,107) (3,455) (8,472) -- (14,034)
-------- ---------- ---------- -------- ----------
Plan equity (net assets)
reported on Form 5500 $975,414 $1,760,737 $3,018,083 $355,689 $6,109,923
======== ========== ========== ======== ==========
Withdrawals and Terminations
Year ended December 31, 1999:
Withdrawals and terminations
reported in the financial
statements $ 15,535 $ 10,671 $ 57,763 $ -- $ 83,969
Add: Amounts owed to
former participants at
December 31, 1999 2,107 3,455 8,472 -- 14,034
-------- ---------- ---------- -------- ----------
Payments to provide benefits
Reported on Form 5500 $ 17,642 $ 14,126 $ 66,235 $ -- $ 98,003
======== ========== ========== ======== ==========
</TABLE>
F-9
<PAGE> 11
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Members of the Administrative Committee have duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
The AMETEK 401(K) Plan
for Acquired Businesses
-----------------------
(Name of Plan)
Dated: June 26, 2000 By: /s/ John J. Molinelli
------------------------
John J. Molinelli, Member,
Administrative Committee
F-10
<PAGE> 12
THE AMETEK 401(K) PLAN FOR ACQUIRED BUSINESSES
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
23 Consent of Independent Auditors
F-11
