<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 May 31, 1996
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
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Commission File Number 1-11344
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A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
INTERMAGNETICS GENERAL CORPORATION
IGC SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
INTERMAGNETICS GENERAL CORPORATION
450 Old Niskayuna Road
Latham, New York 12110-0461
<PAGE>
INTERMAGNETICS GENERAL CORPORATION
IGC SAVINGS PLAN
Financial Statements and Schedules
May 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Financial Statements and Schedules
May 31, 1996 and 1995
Table of Contents
-----------------
Independent Auditors' Report .............................................. 1
Financial Statements:
Statements of Assets Available for Benefits .......................... 2
Statements of Changes in Assets Available for Benefits ............... 3
Notes to Financial Statements ........................................ 4
Schedules:
Item 27(a) - Schedule of Assets Held for Investment Purposes ......... 10
Item 27(d) - Schedule of Reportable Transactions ..................... 11
<PAGE>
(LETTERHEAD KPMG PEAT MARWICK LLP)
Independent Auditors' Report
The Plan Administrator
Intermagnetics General Corporation IGC Savings Plan:
We have audited the accompanying statements of assets available for benefits
of Intermagnetics General Corporation IGC Savings Plan as of May 31, 1996 and
1995, and the related statements of changes in 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 generally accepted auditing
standards. 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, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan as of May
31, 1996 and 1995, and the changes in assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions 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. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG PEAT MARWICK LLP
August 1, 1996
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<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Statements of Assets Available for Benefits
May 31, 1996 and 1995
1996 1995
-------- --------
Assets:
Investments, at fair value (note 3) $ 12,274,460 9,331,568
Cash 132 108
Participant contributions receivable 43,779 28,862
------------- ----------
Assets available for benefits $ 12,318,371 9,360,538
============= ==========
See accompanying notes to financial statements.
-2-
<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Statements of Changes in Assets Available for Benefits
For the years ended May 31, 1996 and 1995
1996 1995
Investment income:
Net appreciation in fair value of investments $ 738,165 589,716
Interest and dividends 944,835 323,911
------------ ---------
1,683,000 913,627
Contributions:
Participants 1,236,273 1,087,879
Employer 267,515 232,207
------------ ---------
Total additions 3,186,788 2,233,713
------------ ---------
Withdrawals and benefits paid to participants (202,306) (274,090)
Administrative expenses (26,649) (21,116)
------------ ---------
Total deductions (228,955) (295,206)
------------ ---------
Net increase 2,957,833 1,938,507
Assets available for benefits:
Balance at beginning of year 9,360,538 7,422,031
------------ ---------
Balance at end of year $ 12,318,371 9,360,538
============ =========
See accompanying notes to financial statements.
-3-
<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
May 31, 1996 and 1995
(1) Description of the Plan
The following brief description of the Intermagnetics General
Corporation IGC Savings Plan (the "Plan") provides only general
information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution employee savings plan covering
substantially all employees of Intermagnetics General
Corporation (the "Company") and became effective on February
1, 1985, as restated on June 1, 1989. The plan is subject to
the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
(b) Eligibility
An employee must complete 12 consecutive months of service from
the date of employment, during which time the employee must
work at least 1,000 hours and have attained the age of 21 to
be eligible to participate in the Plan. Employees can join the
Plan on the earliest June 1, September 1, December 1 or March
1 following the date these conditions are met.
(c) Contributions
Employees who elect to participate in the Plan may contribute on a
pretax basis up to 15% of their annual compensation. Employer
contributions to the Plan are made equal to 50% of participant
contributions, up to 3% of their gross compensation which
includes a participant's base compensation, overtime, fees,
tips, profits, bonuses and commissions. Additional
profit-sharing contributions are at the discretion of the
Company.
Participant balances may be invested in four different funds: a
stable income fund, a balanced fund, an equity fund and the
IGC stock fund.
(d) Participant Accounts
Participants' accounts are credited with individual and Company
contributions. Income earned from Plan assets and appreciation
or depreciation in the fair value of Plan assets are allocated
to participants' accounts in proportion to the balance in each
participants' account on the last valuation date, less
distributions, compared to the total account balances of all
participants' accounts on the last valuation date, less
distributions.
The accumulated values of participants' accounts as of May 31 were
as follows:
1996 1995
-------- --------
Active participants $ 11,356,433 8,670,849
Terminated participants 961,938 689,689
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$ 12,318,371 9,360,538
============= =========
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<PAGE>
2
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements, Continued
(e) Vesting and Forfeitures
All participants are fully vested in their contributions and
employer contributions, plus accumulated earnings thereon. A
participant vests in profit-sharing contributions, if any,
based upon years of service and is 100% vested after five
years of continuous service, death or disability, or upon age
65.
Forfeitures of profit-sharing contributions, if any, from accounts
of non-vested terminated participants are allocated to
remaining participants in the same manner as Company
contributions.
(f) Participant Loans
Participants may borrow from their accounts a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50% of their
vested account balances. Loans are secured by the balance in
the participant's account. Loan terms may not exceed five
years, unless for the purchase of a primary residence. The
loans bear interest at a rate commensurate with local
prevailing rates at the time the loan is made, as determined
by the plan administrator.
(g) Payment of Benefits
On termination of service due to death, disability or retirement,
a participant becomes 100% vested and may elect to receive
payment in the form of a lumpsum or defer payment until the
later of death, disability, retirement or attainment of age
70-1/2. If a participant's account does not exceed $3,500, a
lump-sum payment will be made.
A participant may also elect benefits to be paid under the
qualifying financial hardship provisions of the Plan.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on an
accrual basis and present the assets available for plan
benefits and changes in those assets.
(b) Investments
Investments are stated at their fair value. The fair values of the
participation units owned by the Plan in mutual funds are
based on quoted redemption values on the last business day of
the Plan year. Intermagnetics General Corporation common stock
("IGC Stock Fund") owned by the Plan is carried at market
value based on quoted market prices. Guaranteed investment
contracts are valued at contract value as estimated by the
respective insurance companies. Contract value represents
contributions made under the contract, plus interest at the
contract rate, less funds used to pay retirement benefits and
payment of the insurance companies' Plan administrative
expenses. Participant loans are valued at cost, which
approximates fair value. Security transactions are recognized
under a method that approximates the trade-date basis.
(c) Administrative Expenses
Administrative expense paid by the Company on behalf of the Plan
were approximately $25,000 and $11,000 during 1996 and 1995,
respectively.
(d) Use of Estimates
The Plan administrator has made certain estimates and assumptions
relating to the reporting of assets available for benefits,
investment income, and benefits paid to prepare these
financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those
estimates.
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<PAGE>
3
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements, Continued
(3) Investments
The Plan offers participants the option to choose from stable income,
equity or diversified portfolio (equity, bonds and cash)
investments. Company contributions are allocated on the same basis
as that chosen for participant contributions. Contributions
designated as stable income have been deposited with a trust company
and two insurance companies under a fixed income fund and guaranteed
income group annuity contracts. The guaranteed income group annuity
contracts provide for certain limitations on withdrawals, the most
significant of which restrict withdrawals to 20% per year for the
first five years, and the interest rate which can be earned if
withdrawals are made against amounts deposited. Equity contributions
are invested in one or both of two funds: (i) a fund comprised of
equal portions of the Fidelity Magellan Fund, Fidelity Contra Fund,
Fidelity Growth Company Fund and (ii) the IGC Stock Fund.
Diversified investment contributions are invested in units of the
Massachusetts Mutual Life Insurance Company Balanced Fund.
During April 1996, the Plan's trustees selected a new investment
manager, as further described in note 7. At May 31, 1996, a
substantial portion of the respective funds' investments were
transferred into the Custody First - U.S. Treasury Money Market Fund
and were subsequently invested in accordance with participants'
instructions.
A summary of plan investments as of May 31, 1996 and 1995 follows:
Year ended May 31, 1996:
<TABLE>
<CAPTION>
Net Appreciation
Number of Shares (Depreciation)
or Principal in Fair Value
Amount During Year Fair Value
---------------- ---------------- ----------
<S> <C> <C> <C>
Meridian Trust Short-Term Fixed
Income Fund 744,465 shares $ 61,414 $ 744,465
Custody First - U.S. Treasury Money
Market Fund 8,969,011 shares - 8,969,011
Custody First - Stable Income
Collective Investment Trust 151,067 shares (5,094) 1,515,468
Massachusetts Mutual Life Insurance
Company Balanced Fund - 183,581 -
Fidelity Magellan Fund 79 shares 159,640 5,934
Fidelity Contra Fund 150 shares 170,216 5,950
Fidelity Growth Company Fund 148 shares 173,741 5,969
Participant loans - 507,437
IGC Stock Fund 33,030 shares (5,333) 520,226
------------- --------------
$ 738,165 $ 12,274,460
============= ==============
</TABLE>
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<PAGE>
4
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements, Continued
Year ended May 31, 1995:
<TABLE>
<CAPTION>
Number of Shares Net Appreciation
or Principal in Fair Value
Amount During Year Fair Value
---------------- ---------------- ----------
<S> <C> <C> <C>
Massachusetts Mutual Life
Insurance Company Guaranteed
Income (Group Annuity)
Contract $ 934,802 $ - $ 934,802
Meridian Trust Short-Term Fixed
Income Fund 2,201,356 91,566 2,265,167
Massachusetts Mutual Life
Insurance Company Balanced
Fund 6,456 units 15,752 1,430,831
Fidelity Magellan Fund 16,931 shares 170,096 1,313,709
Fidelity Contra Fund 37,268 shares 152,540 1,281,284
Fidelity Growth Company Fund 40,966 shares 140,377 1,291,252
Participant Loans - 419,754
IGC Stock Fund 24,737 shares 19,385 394,769
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$ 589,716 $ 9,331,568
============= ==============
</TABLE>
-7-
<PAGE>
5
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements, Continued
(4) Summary of Assets Available for Benefits
A summary of the asset balances (including allocated contributions
receivable) as of May 31, 1996 and 1995 and changes in assets available
for benefits for the years then ended for each investment fund follows:
<TABLE>
<CAPTION>
Stable IGC
Income Balanced Equity Stock
Fund Fund Fund Fund
------ -------- ------ -----
<S> <C> <C> <C> <C>
Assets available for benefits at May 31, 1994 $ 2,680,902 1,119,366 3,028,500 247,249
Contributions 392,504 226,462 633,724 67,396
Net additions to investments from investment income and net
realized and unrealized appreciation in fair value of
investments 193,814 163,711 525,193 30,909
Reductions in investments due to benefit payments and expenses (130,523) (55,709) (86,458) (22,516)
New loans to participants (142,720) (23,840) (108,325) --
Repayments of loans from participants 194,647 -- 6,428 --
Transfers, net (112,068) 22,076 (8,488) 98,442
----------- --------- --------- -------
Assets available for benefits at May 31, 1995 3,076,556 1,452,066 3,990,574 421,480
Contributions 361,569 285,000 765,629 91,590
Net additions to (deductions from) investments from investment
income (loss) and net realized and unrealized appreciation
(depreciation) in fair value of investments 205,073 275,141 1,207,568 (4,782)
Reductions in investments due to benefit payments and expenses (111,186) (38,057) (77,356) (2,356)
New loans to participants (145,850) (77,600) (118,200) (4,550)
Repayments of loans from participants 96,523 32,447 123,588 5,959
Transfers, net (461,041) 423,860 24,056 13,101
----------- --------- --------- -------
Assets available for benefits at May 31, 1996 $ 3,021,644 2,352,857 5,915,859 520,442
=========== ========= ========= =======
<PAGE>
Participant
Loan Fund Cash Total
----------- ---- -----
<S> <C> <C> <C>
Assets available for benefits at May 31, 1994 345,944 70 7,422,031
Contributions -- -- 1,320,086
Net additions to investments from investment income and net
realized and unrealized appreciation in fair value of
investments -- -- 913,627
Reductions in investments due to benefit payments and expenses -- -- (295,206)
New loans to participants 274,885 -- --
Repayments of loans from participants (201,075) -- --
Transfers, net -- 38 --
-------- ---- -----------
Assets available for benefits at May 31, 1995 419,754 108 9,360,538
Contributions -- -- 1,503,788
Net additions to (deductions from) investments from investment
income (loss) and net realized and unrealized appreciation
(depreciation) in fair value of investments -- -- 1,683,000
Reductions in investments due to benefit payments and expenses -- -- (228,955)
New loans to participants 346,200 -- --
Repayments of loans from participants (258,517) -- --
Transfers, net -- 24 --
Assets available for benefits at May 31, 1996 507,437 132 12,318,371
======== ==== ==========
</TABLE>
(Continued)
-8-
<PAGE>
6
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements, Continued
(5) Plan Termination
Although it has not expressed any intent to do so, the Company may
terminate the Plan at any time. If the Plan is terminated, the
assets of the Plan shall be distributed to the participants based
upon the participants' respective accumulated account balances.
(6) Income Tax Status
The Internal Revenue Service has ruled that the Plan qualifies under
Section 401(a) of the Internal Revenue Code (IRC) and is, therefore,
not subject to tax under present income tax law. Once qualified, the
Plan is required to operate in conformity with the IRC in order to
maintain its qualified plan status.
The Plan administrator is not aware of any course of action or series
of events that have occurred that might adversely impact the Plan's
qualified status.
(7) Subsequent Event
During April 1996, the Plan's trustees selected a new investment
manager. Effective June 6, 1996, participant account balances were
invested in eight funds, including the IGC Stock Fund in accordance
with participants' instructions.
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<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
May 31, 1996
<TABLE>
<CAPTION>
Current
Identity of Issuer Description of Investment Cost Value
------------------ ------------------------- ---- -----
<S> <C> <C>
Meridian Trust Company Short-Term Fixed Income Fund $ 744,465 744,465
Custody First Stable Income Collective Investment
Trust 1,520,562 1,515,468
Fidelity Investment Fidelity Magellan Fund 6,703 5,934
Fidelity Investment Fidelity Contra Fund 5,580 5,950
Fidelity Investment Fidelity Growth Company Fund 5,596 5,969
Custody First U.S. Treasury Money Market Fund 8,969,011 8,969,011
*Intermagnetics General
Corporation Common Stock 636,818 520,226
Participant Loans Loans 507,437 507,437
-------------- ----------
$ 12,396,172 12,274,460
============== ==========
</TABLE>
*Indicates that the issuer is a party-in-interest as defined in the Employee
Retirement Income Security Act of 1974.
-10-
<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Item 27(d) - Schedule of Reportable Transactions
Year ended May 31, 1996
<TABLE>
<CAPTION>
Current Value
Expense of Asset on
Identity of Purchase Selling Lease Incurred with Cost of Transaction Net Gain
Party Involved Description of Asset Price Price Rental Transaction Asset Date or (Loss)
-------------- -------------------- -------- ------- ------ ------------- ------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity Investment Fidelity Magellan Fund $ 652,362 - - - 652,362 652,362 -
Fidelity Investment Fidelity Magellan Fund - 1,859,698 - - 2,147,998 1,859,698 (288,300)
Fidelity Investment Fidelity Contra Fund 783,101 - - - 783,101 783,101 -
Fidelity Investment Fidelity Contra Fund - 1,984,327 - - 1,857,082 1,984,327 127,245
Fidelity Investment Fidelity Growth Company
Fund 857,784 - - - 857,784 857,784 -
Fidelity Investment Fidelity Growth Company
Fund - 2,014,662 - - 1,900,084 2,014,662 114,578
Meridian Trust
Company Short-Term Fixed Income
Fund 2,984,761 - - - 2,984,761 2,984,761 -
Meridian Trust
Company Short-Term Fixed Income
Fund - 4,280,312 - - 4,280,312 4,280,312 -
Custody First Stable Income Collective
Investment Trust 1,520,562 - - - 1,520,562 1,520,562 -
Massachusetts Mutual
Life Insurance
Company Balanced Fund 697,930 - - - 697,930 697,930 -
(Continued)
</TABLE>
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<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Item 27(d) - Schedule of Reportable Transactions, Continued
Year ended May 31, 1996
<TABLE>
<CAPTION>
Current Value
Expense of Asset on
Identity of Purchase Selling Lease Incurred with Cost of Transaction Net Gain
Party Involved Description of Asset Price Price Rental Transaction Asset Date or (Loss)
-------------- -------------------- -------- ------- ------ ------------- ------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Massachusetts Mutual
Life Insurance
Company Balanced Fund $ - 2,336,856 - - 2,336,856 2,336,856 -
Custody First U.S. Treasury Money
Market Fund 748,474 - - - 748,474 748,474 -
Custody First U.S. Treasury Money
Market Fund 1,859,698 - - - 1,859,698 1,859,698 -
Custody First U.S. Treasury Money
Market Fund 2,014,662 - - - 2,014,662 2,014,662 -
Custody First U.S. Treasury Money
Market Fund 1,984,327 - - - 1,984,327 1,984,327 -
Custody First U.S. Treasury Money
Market Fund 2,336,856 - - - 2,336,856 2,336,856 -
</TABLE>
Note: Reportable transactions, for purposes of this schedule are:
(a) Individual transactions within the Plan year involving an
amount in excess of 5 percent of the fair value of Plan
assets at the beginning of the Plan year.
(b) Series of transactions within the Plan year in which the
aggregate amount of the transactions exceeds 5 percent of
the fair value of Plan assets at the beginning of the
Plan year.
-12-
<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.
INTERMAGNETICS GENERAL CORPORATION
IGC SAVINGS PLAN
(Name Of Plan)
By: /s/Carl H. Rosner
--------------------------------
Carl H. Rosner
Trustee
By: /s/Michael C. Zeigler
--------------------------------
Michael C. Zeigler
Trustee
By: /s/Catherine E. Arduini
--------------------------------
Catherine E. Arduini
Trustee
Dated: November 22, 1996
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<PAGE>
Exhibit Index
Exhibit Page
23 Consent Of KPMG Peat Marwick LLP.........................15
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<PAGE>
Exhibit 23
(LETTERHEAD KPMG PEAT MARWICK LLP)
CONSENT OF INDEPENDENT AUDITORS
Plan Administrator
Intermagnetics General Corporation
IGC Savings Plan
We consent to incorporation by reference in the registration statements on
Form S-8 (Nos. 2-80041, 2-94701, 33-2517, 33-12762, 33-12763, 33-38145,
33-50598, 33-44693, 33-55092, 33-72160, and 333-10553) of Intermagnetics
General Corporation of our report dated August 1, 1996, with respect to the
assets available for benefits of the Intermagnetics General Corporation IGC
Savings Plan as of May 31, 1996 and 1995, and the related statements of
changes in assets available for benefits for the years then ended, and related
schedules, which report appears in the May 31, 1996 Annual Report on Form 11-K
of the Intermagnetics General Corporation IGC Savings Plan.
/s/ KPMG Peat Marwick LLP
Albany, New York
November 22, 1996
