<PAGE>
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 May 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 1-11344
-------
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, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Financial Statements and Schedules
May 31, 1999 and 1998
Table of Contents
Page
Independent Auditors' Report.............................................. 1
Statements of Assets Available for Benefits............................... 2
Statements of Changes in Assets Available for Benefits.................... 3
Notes to Financial Statements............................................. 4
Schedule
1 Line 27(a) - Schedule of Assets Held for Investment Purposes......... 12
2 Line 27(d) - Schedule of Reportable Transactions..................... 13
<PAGE>
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, 1999 and 1998,
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 Intermagnetics
General Corporation IGC Savings Plan as of May 31, 1999 and 1998, 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.
July 16, 1999
<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Statements of Assets Available for Benefits
May 31, 1999 and 1998
1999 1998
------------ -----------
Assets:
Investments, at fair value (note 3) $ 18,951,224 17,673,520
Cash 132 132
Participant contributions receivable 12,187 48,014
Employer contributions receivable 3,277 9,741
------------ -----------
Assets available for benefits $ 18,966,820 17,731,407
============ ===========
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, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------ ----------
<S> <C> <C>
Investment income:
Net appreciation in fair value of investments (note 3) $ 1,765,213 2,277,915
Interest and dividends 49,484 47,328
------------ ----------
1,814,697 2,325,243
Contributions:
Participants 1,271,618 1,325,315
Employer 285,572 260,101
------------ ----------
Total additions 3,371,887 3,910,659
------------ ----------
Withdrawals and benefits paid to participants (2,037,679) (934,550)
Administrative expenses (98,795) (94,670)
------------ ----------
Total deductions (2,136,474) (1,029,220)
------------ ----------
Net increase 1,235,413 2,881,439
Assets available for benefits:
Beginning of year 17,731,407 14,849,968
------------ ----------
End of year $ 18,966,820 17,731,407
============ ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
May 31, 1999 and 1998
(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") that 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 30 days of service from the date of
employment, and have attained the age of 18 to be eligible to
participate in the Plan. Employees can join the Plan on the first
Monday of the month following the 30 days of employment.
(c) Contributions
Employees who elect to participate in the Plan may contribute on a
pretax basis up to 15% of their annual compensation, not to exceed
certain Internal Revenue Code limitations. Employer contributions
to the Plan are made equal to 50% of participant contributions, up
to 5% 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. There were no discretionary
contributions made by the Company in 1999 and 1998.
(d) Participant Accounts
Participants' accounts are credited with the participants'
contributions and allocations of (a) the Company's contribution
and, (b) Plan earnings, and charged with an allocation of
administrative expenses. Allocations are based on participant
account balances in the respective funds elected.
The accumulated values of participants' accounts as of May 31 were
as follows:
1999 1998
---------- ----------
Active participants $ 16,062,765 15,221,532
Terminated participants 2,904,055 2,509,875
---------- ----------
$ 18,966,820 17,731,407
========== ==========
(Continued)
4
<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
May 31, 1999 and 1998
(e) Vesting and Forfeitures
All participants are fully vested in their contributions and
employer matching 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
attainment of 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. There
were no amounts forfeited during 1999 and 1998.
(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 of prime plus 1% 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 lump-sum 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.
5
(Continued)
<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
May 31, 1999 and 1998
(b) Investments
Investments are stated at their fair values. The fair values of
investments in mutual funds are based on quoted redemption values
on the last business day of the Plan year. The investments in the
Exeter Trust Company collective investment trust funds are stated
at fair value based on the market values of the underlying
securities as reflected on the funds' audited financial
statements. Intermagnetics General Corporation common stock ("IGC
Stock Fund") owned by the Plan is carried at market value based on
quoted market prices. Participant loans are valued at cost, which
approximates fair value.
Security transactions are recognized under a method that
approximates the trade-date basis. Gain or loss on sales of the
Company's common stock is determined using the first-in, first-out
(FIFO) method, and, for mutual and trust funds, based on the
average cost for investments in the respective funds.
(c) Administrative Expenses
Administrative expenses paid by the Company on behalf of the Plan
were approximately $16,000 and $18,000 during 1999 and 1998,
respectively.
(d) Use of Estimates
The Plan administrator has made certain estimates and assumptions
related to the reporting of the financial status of the Plan and
changes therein to prepare these financial statements in
conformity with generally accepted accounting principles. Actual
results could differ from those estimates.
(3) Investments
The Plan offers participants the option to choose from eight funds,
including the IGC Stock Fund. The eight funds currently available to
participants are as follows:
American Century Ultra Fund
Neuberger & Berman Guardian Fund
Strong Government Securities Fund
Exeter Trust Company collective investment trust funds:
Long-Term Growth
Growth with Reduced Volatility
Defensive Growth
Stable Income
IGC Stock Fund
Company contributions are allocated on the same bases as those chosen for
participant contributions.
(Continued)
6
<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
May 31, 1999 and 1998
A summary of plan investments as of and for the years ended May 31, 1999
and 1998 follows:
May 31, 1999:
Net Appreciation
Number of Shares (Depreciation)
or Principal in Fair Value
Amount During Year Fair Value
---------------- ----------------- ----------
Investment in mutual funds:
American Century
Ultra Fund 221,437 shares $ 1,421,367 7,940,955
Neuberger & Berman
Guardian Fund 89,786 shares (22,674) 1,603,314
Strong Government
Securities Fund 62,440 shares 34,474 650,643
Investment in Exeter
Trust Company
collective investment
trusts:
Long-Term Growth 211,804 shares 217,989 3,129,102
Growth with Reduced
Volatility 140,819 shares 86,358 1,884,523
Defensive Growth 52,339 shares 27,692 665,790
Stable Income 165,665 shares 88,177 2,123,395
Participant loans $540,282 -- 540,282
IGC Stock Fund 47,047 shares (88,170) 413,220
----------- -----------
$ 1,765,213 18,951,224
=========== ===========
(Continued)
7
<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
May 31, 1999 and 1998
May 31, 1998:
Net Appreciation
Number of Shares (Depreciation)
or Principal in Fair Value
Amount During Year Fair Value
--------------- ------------- ----------
Investment in mutual funds:
American Century
Ultra Fund 182,592 shares $ 1,266,893 5,775,599
Neuberger & Berman
Guardian Fund 127,935 shares 347,757 2,477,180
Strong Government
Securities Fund 54,100 shares 48,668 584,919
Investment in Exeter
Trust Company
collective investment
trusts:
Long-Term Growth 257,409 shares 394,291 3,575,073
Growth with Reduced
Volatility 181,252 shares 236,817 2,278,341
Defensive Growth 54,344 shares 63,413 662,458
Stable Income 114,143 shares 73,234 1,289,822
Participant loans $555,364 555,364
IGC Stock Fund 46,366 shares (153,158) 474,764
----------- -----------
$ 2,277,915 17,673,520
=========== ===========
(Continued)
8
<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
May 31, 1999 and 1998
(4) Summary of Assets Available for Benefits
A summary of asset balances (including allocated contributions
receivable) as of May 31, 1999 and 1998 and changes in assets available
for benefits for the years then ended for each investment fund follows:
<TABLE>
<CAPTION>
Exeter Trust Company
Collective Investment Trust
---------------------------
American Neuberger & Strong Growth
Century Berman Government with
Ultra Guardian Securities Long-Term Reduced
Fund Fund Fund Growth Volatility
---- ---- ---- ------ ----------
<S> <C> <C> <C> <C> <C>
Assets available for benefits at May 31, 1997 $ 4,405,113 1,995,708 456,247 3,093,680 2,053,036
Contributions 525,300 200,090 55,304 407,511 194,291
Net additions to (deductions from) investments
from investment income and net realized and
unrealized appreciation (depreciation) in fair
value of investments 1,269,175 348,244 48,932 395,107 237,310
Reductions in investments due to withdrawals,
benefit payments and expenses (334,555) (138,452) (76,360) (169,330) (148,984)
New loans to participants (94,038) (46,900) (600) (108,067) (15,770)
Repayments of loans from participants 86,210 35,340 4,198 90,642 22,420
Transfers, net (61,695) 91,288 99,454 (120,972) (56,786)
---------- ---------- --------- ---------- ----------
Assets available for benefits at May 31, 1998 5,795,510 2,485,318 587,175 3,588,571 2,285,517
---------- ---------- --------- ---------- ----------
Contributions 641,228 188,667 62,851 314,121 169,910
Net additions to (deductions from) investments
from investment income and net realized and
unrealized appreciation (depreciation) in fair
value of investments 1,423,121 (21,809) 35,589 218,554 87,099
Reductions in investments due to withdrawals,
benefit payments and expenses (605,737) (296,481) (287,632) (247,687) (389,980)
New loans to participants (91,415) (12,228) (12,300) (34,219) (31,455)
Repayments of loans from participants 106,773 32,234 5,299 81,000 19,764
Transfers, net 675,646 (770,688) 260,151 (787,600) (253,506)
---------- ---------- --------- ---------- ----------
Assets available for benefits at May 31, 1999 $ 7,945,126 1,605,013 651,133 3,132,740 1,887,349
========== ========== ========= ========== ==========
</TABLE>
9
<PAGE>
[restubbed table]
<TABLE>
<CAPTION>
Exeter Trust Company
Collective Investment Trust
---------------------------
IGC
Defensive Stable Stock Participant
Growth Income Fund Loan Fund Cash Total
------ ------ ---- --------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Assets available for benefits at May 31, 1997 571,514 1,186,001 584,382 504,155 132 14,849,968
Contributions 64,300 80,712 57,908 -- -- 1,585,416
Net additions to (deductions from) investments
from investment income and net realized and
unrealized appreciation (depreciation) in fair
value of investments 63,482 73,664 (152,831) 42,160 -- 2,325,243
Reductions in investments due to withdrawals,
benefit payments and expenses (18,675) (116,070) (17,921) (8,873) -- (1,029,220)
New loans to participants (5,988) (8,400) (1,000) 280,763 -- --
Repayments of loans from participants 3,835 11,653 8,543 (262,841) -- --
Transfers, net (13,530) 64,983 (2,742) -- -- --
---------- ---------- --------- ---------- ----- -----------
Assets available for benefits at May 31, 1998 664,938 1,292,543 476,339 555,364 132 17,731,407
---------- ---------- --------- ---------- ----- -----------
Contributions 63,944 76,703 39,766 -- -- 1,557,190
Net additions to (deductions from) investments
from investment income and net realized and
unrealized appreciation (depreciation) in fair
value of investments 27,786 89,483 (87,825) 42,699 -- 1,814,697
Reductions in investments due to withdrawals,
benefit payments and expenses (45,778) (214,791) (46,944) (1,444) -- (2,136,474)
New loans to participants (18,637) (15,732) (1,259) 217,245 -- --
Repayments of loans from participants 5,283 15,919 7,310 (273,582) -- --
Transfers, net (30,774) 880,254 26,517 -- -- --
---------- ---------- --------- ---------- ----- -----------
Assets available for benefits at May 31, 1999 666,762 2,124,379 413,904 540,282 132 18,966,820
========== ========== ========= ========== ===== ===========
</TABLE>
10
<PAGE>
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
May 31, 1999 and 1998
(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) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of assets available for benefits per
the financial statements to Form 5500:
<TABLE>
<CAPTION>
May 31,
1999 1998
---------- ----------
<S> <C> <C>
Assets available for benefits per the financial
statements $18,966,820 17,731,407
Less: Amounts allocated to withdrawing
participants - 50,441
----------- ----------
Assets available for benefits per Form 5500 $18,966,820 17,680,966
=========== ==========
The following is a reconciliation of benefits paid to participants per
the financial statements to Form 5500:
Year Ended May 31,
1999 1998
---------- ----------
Benefits paid to participants per the financial
statements $ 2,037,679 934,550
Add: Amounts allocated to withdrawing
participants at May 31, 1998 - 50,441
Less: Amounts allocated to withdrawing
participants at December 31, 1998 50,441 -
---------- ----------
Benefits paid to participants per form 5500 $ 1,987,238 984,991
========== ==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on Form 5500
for benefit claims that have been processed and approved for payment
prior to May 31, 1998 but not yet paid as of that date.
11
<PAGE>
Schedule 1
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Line 27(a) - Schedule of Assets Held for Investment Purposes
May 31, 1999
<TABLE>
<CAPTION>
Current
Identity of Issue Description of Investment Cost Value
- ------------------------------------ ---------------------------------------------------- ------------ -----------
<S> <C> <C> <C>
American Century Ultra Fund $ 6,929,991 7,940,955
Neuberger & Berman Guardian Fund 1,479,441 1,603,314
Strong Funds Government Securities Fund 680,734 650,643
Exeter Trust Long-Term Growth Collective Investment Trust 2,463,973 3,129,102
Exeter Trust Growth with Reduced Volatility Collective Investment
Trust 1,545,834 1,884,523
Exeter Trust Defensive Growth Collective Investment Trust 595,415 665,790
Exeter Trust Stable Income Collective Investment Trust 2,076,953 2,123,395
*Intermagnetics General Corporation Common Stock 289,345 413,220
Participant Loans Loans 540,282 540,282
------------ ----------
$ 16,601,968 18,951,224
============ ==========
</TABLE>
*Indicates that the issuer is a party-in interest as defined in the Employee
Retirement Income Security Act of 1974.
12
<PAGE>
Schedule 2
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Line 27(d) - Schedule of Reportable Transactions
Year ended May 31, 1999
<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>
American Century Ultra Fund $3,239,049 -- -- -- 3,239,049 3,239,049 --
Ultra Fund -- 1,916,545 -- -- 1,643,553 1,916,545 272,992
Neuberger & Berman
Guardian Fund 1,073,060 -- -- -- 1,073,060 1,073,060 --
Guardian Fund -- 1,755,617 -- -- 1,631,751 1,755,617 123,866
Strong Funds
Strong Government
Securities Fund 1,001,309 -- -- -- 1,001,309 1,001,309 --
Strong Government
Securities Fund -- 901,401 -- -- 887,252 901,401 14,149
Exeter Trust
Stable Income Fund 1,979,697 -- -- -- 1,979,697 1,979,697 --
Stable Income Fund -- 1,375,516 -- -- 1,229,501 1,375,516 146,015
Exeter Trust
Long-Term Growth
Fund 391,467 -- -- -- 391,467 391,467 --
Long-Term Growth
Fund -- 1,025,757 -- -- 775,851 1,025,757 249,906
</TABLE>
13
<PAGE>
Schedule 2
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Line 27(d) - Schedule of Reportable Transactions
Year ended May 31, 1999
Note: Reportable transactions include:
(a) A single transaction within the plan year in excess of 5% of
the current value of the plan assets;
(b) Any series of transactions with, or in conjunction with, the
same person, involving property other than securities, which
amount in the aggregate within the plan year (regardless of the
category of asset and the gain or loss on any transaction) to
more than 5% of the current value of plan assets;
(c) Any transaction within the plan year involving securities of the
same issue if within the plan year any series of transactions
with respect to such securities amount in the aggregate to more
than 5% of the current value of the plan assets; and
(d) Any transaction within the plan year with respect to securities
with, or in conjunction with, a person if any prior or
subsequent single transaction within the plan year with such
person, with respect to securities, exceeds 5% of the current
value of plan assets.
14
<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 24, 1999
15
<PAGE>
Exhibit Index
-------------
Exhibit Page
- ------- ----
23 Consent Of KPMG LLP.........................................
16
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Intermagnetics General Corporation
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, 33-44693,
33-50598, 33-55092, 33-72160, 333-10553, 333-42163 and 333-75269) of
Intermagnetics General Corporation of our report dated July 16, 1999, with
respect to the statements of assets available for benefits of the Intermagnetics
General Corporation IGC Savings Plan as of May 31, 1999 and 1998, 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, 1999
annual report on Form 11-K of the Intermagnetics General Corporation IGC Savings
Plan.
/s/ KPMG LLP
Albany, New York
November 24, 1999
17
