SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 11-K
(Mark One)
[X] Annual Report pursuant to Section 15(3) 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 _______________
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Mestek, Inc.
Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executed office:
Mestek, Inc.
260 North Elm Street
Westfield, Massachusetts 01085
<PAGE>
REQUIRED INFORMATION
Page
A. Financial Statements and Schedules
Independent Auditors' Report 3
Statements of Net Assets Available for Plan
Benefits as of December 31, 1999 and 1998 5
Statements of Changes in Net Assets Available for
Plan Benefits for the Years Ended December 31, 1999 and 1998 7
Notes to Financial Statements 9
SIGNATURES
The Plan. 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.
MESTEK, INC.
RETIREMENT SAVINGS PLAN
Date: June 30, 2000 /s/: Jack E. Nelson
Jack E. Nelson
Vice President-Human Resources
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Consent of Independent Certified Public Accountants
We have issued our report dated June 2, 2000, accompanying the financial
statements of Mestek, Inc. Retirement Savings Plan contained in the annual
report on Form 11-K for the year ended December 31, 1999. We hereby consent to
the incorporation by reference of said report in the Mestek, Inc. Retirement
Savings Plan Registration Statement on Form S-8.
GRANT THORNTON LLP
Boston, Massachusetts
June 27, 2000
Mestek, Inc. Retirement Savings Plan
Financial Statements and
Report of Independent
Certified Public Accountants
December 31, 1999
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MESTEK, INC. RETIREMENT SAVINGS PLAN
Table of Contents
December 31, 1999
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Page
Report of Independent Certified Public Accountants..........................3
Financial Statements
Statement of Net Assets Available for Benefits.........................4
Statement of Changes in Net Assets Available for Benefits..............5
Notes to Financial Statements..........................................6
<PAGE>
Report of Independent Certified Public Accountants
Plan Administrator
Mestek, Inc. Retirement Savings Plan
We have audited the accompanying statement of net assets
available for benefits of Mestek, Inc. Retirement Savings Plan (the "Plan") as
of December 31, 1999, and the related statement of changes in net assets
available for benefits for the year 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 audit.
We conducted our audit 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 audit provides a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in
all material respects, the statement of net assets available for benefits of the
Plan as of December 31, 1999, and the change in the statement of net assets
available for benefits for the year then ended in conformity with generally
accepted accounting principles.
GRANT THORNTON LLP
Boston, Massachusetts
June 2, 2000
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MESTEK, INC. RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits
December 31, 1999
ASSETS
Investments:
At Fair value - (note B)
MassMutual Pooled Separate Accounts
Core equity fund $1,551,112
Small company fund 173,999
Balanced fund 184,791
Intermediate bond fund 81,481
Indexed equity fund 342,315
Mestek stock fund 660
Notes receivable from participants 408,652
----------
2,743,010
At Contract value - (notes B and D)
MassMutual Life Insurance Company
Investment contract fund 4,530,142
---------
Total investments 7,273,152
Receivables:
Participants' contributions 77,420
Employer's contributions 28,740
-----------
Total receivables 106,160
----------
NET ASSETS AVAILABLE FOR BENEFITS $7,379,312
=========
The accompanying notes are an integral part of the financial statements.
4
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<TABLE>
MESTEK, INC. RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits For the year ended
December 31, 1999
--------------------------------------------------------------------------------
Notes
Inter- Receiv
Investment Core Small Indexed mediate Mestek able
From
Contract Equity Company Balanced Equity Bond Stock Parti
Fund Fund Fund Fund Fund Fund Fund cipants Other Totals
---------- ------ ------- -------- ------- ------- ------ ------- ----- ------
Additions:
Contributions
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Participants $404,841 $154,278 $38,812 $25,236 $20,769 $18,254 $167 - $77,420 $739,777
Employer 175,684 56,490 15,426 11,515 3,786 7,712 485 - 28,740 299,838
Rollover 20,996 19,243 9,486 9,978 - 8,642 - - - 68,345
Investment income 258,221 (42,267) (1,320) (2,363) 29,745 (1,336) 8 30,573 - 271,261
-------- -------- -------- -------- ------- ------- ---- ------ ------ ----------
Total additions 859,742 187,744 62,404 44,366 54,300 33,272 660 30,573 106,160 1,379,221
Deductions to net
assets attributed to:
Benefits paid to participants 317,024 75,599 15,797 21,896 3,038 8,880 - - - 442,234
Miscellaneous expenses 9,613 1,568 592 498 53 334 - - - 12,658
-------- -------- -------- -------- ------- ------- ---- ------- ------- ---------
Total deductions 326,637 77,167 16,389 22,394 3,091 9,214 - - - 454,892
------- -------- -------- -------- ------- ------- ---- ------- ------- ---------
Net increase prior
to interfund transfers 533,105 110,577 46,015 21,972 51,209 24,058 660 30,573 106,160 924,329
Interfund transfers (net) (69,063) (112,137) (49,638) (3,906) 291,106 2,036 - 45,806 (104,204) -
-------- -------- -------- -------- ------- ------- --- ------- ------- --------
NET INCREASE(DECREASE) 464,042 (1,560) (3,623) 18,066 342,315 26,094 660 76,379 1,956 924,329
Net assets available
for benefits:
Beginning of year 4,066,100 1,552,672 177,622 166,725 - 55,387 - 332,273 104,204 6,454,983
--------- --------- ------- ------- ------- ------ ---- ------- ------- ---------
End of year $4,530,142 $1,551,112 $173,999 $184,791 $342,315 $81,481 $660 $408,652 $106,160 $7,379,312
========= ========= ======= ======= ======= ====== === ======= ======= =========
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
MESTEK, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999
NOTE A - DESCRIPTION OF PLAN
The following description of the Mestek, Inc. Retirement 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.
General
The Plan was established as of June 1, 1984 under Section 401(k) of the
Internal Revenue Code. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
The Plan is a defined contribution plan established for the benefit of
employees of Mestek, Inc. (the "Company") who are covered under regional
collective bargaining agreements. Service eligibility requirements differ
by division and collective bargaining agreements.
Plan Amendment
In 1999, the Plan Administrator amended the Plan, allowing Mestek, Inc.
"Company Stock" to be included as an investment option. The term "Company
Stock" shall include shares of Mestek, Inc. common stock and other equity
securities issued by the employer that qualify as a "qualifying equity
security" as defined by ERISA. Up to 100% of the assets of the Plan (or
if less, the maximum percentage under ERISA) may be invested in "Company
Stock".
Participant Contributions
Participants may elect to have up to fifteen percent of their
compensation withheld, up to the maximum allowed by the Internal Revenue
Code.
Participants may elect to make nondeductible voluntary contributions up
to an additional ten percent of their gross earnings each year within the
legal limits.
<PAGE>
MESTEK, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements - Continued
December 31, 1999
NOTE A - DESCRIPTION OF PLAN - Continued
Company Contribution
The Company contributes differing amounts depending upon the division's
collective bargaining agreement. Contributions are funded on a current
basis. The Company contributions are as follows:
Division Agreement
Vulcan Radiator Corp. Effective June 1, 1990, employees hired prior to
June 1, 1984, receive $.25/hour
for the total hours worked per week.
Effective June 1, 1990,
employees hired after May
31, 1984 and before June 1,
1990, receive $.20/hour for
the total hours worked per
week.
Effective June 1, 1990,
employees hired after May
31, 1990, receive $.10/hour
for the total hours worked
per week upon reaching the
first anniversary of the
date of hire and having
completed one full year of
service. This amount will
be retroactive to the date
the employee's six month
anniversary. When the
employee completes two full
years of service, that
employee will receive
$.15/hour for the total
hours worked per week.
Effective June 1, 1993,
employees hired after June
1, 1993 receive $.10/hour
for each hour worked after
they completed twelve
months of service. Employee
shall receive an additional
$.05/hours for each hour
worked after he/she reaches
his 60th birthday.
Any employee with one year
or more seniority who
voluntarily contributes 4%
or more (pre-tax) of
his/her gross wages to the
plan, shall be eligible for
a 1% gross wages additional
matching contribution from
the Company.
Mestek, Inc. - Bradner Effective August 1, 1991, the Company matches
25% of the elective deferral, not
to exceed 6% of gross salary.
<PAGE>
MESTEK, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements - Continued
December 31, 1999
NOTE A - DESCRIPTION OF PLAN - Continued
Division Agreement
Mestek, Inc. - Wyalusing Effective October 1, 1995, employees hired
before October 1, 1992 receive
$.45/hour for each hour worked.
Employees hired after October 1, 1992 and
before October 1, 1995 receive $.20/hour
for each hour worked. Employees hired
after September 30, 1995 receive $.12/hour
for each hour worked. Employees
hired after September 30, 1995 shall
not be eligible for participation until
completing their probationary period.
Upon attaining seniority status, the
employee shall receive the Company's
contribution back to the 30th day of work.
Cooper-Weymouth, Peterson -
Clinton Effective February 1, 1994, eligible employees
receive a contribution of $.21/hour
prior to February 1, 1994,
$.22/hour effective
February 1, 1994, $.23/hour
effective February 1, 1995
and $.25/hour effective
February 1, 1996. Maximum
hours to be paid are 40
hours per week, after 60
days of service.
Mestex, Inc. - Dallas Effective August 1, 1991, eligible employees
receive $.08/hour worked. This
rate will be adjusted as follows:
August 1, 1992 -
$.10 per hour
worked August 1,
1993 -$.12 per
hour worked August
1, 1994 - $.14 per
hour worked August
1, 1995 - $.15 per
hour worked
Effective January 1, 1996,
eligible employees receive
a 25% matching contribution
for each dollar of
voluntary contributions by
the employee, up to a limit
of the first 4% contributed
by the employee.
Mestek, Inc. - Waldron Effective April 1, 1991, the Company matches
25% of the elective deferral, not
to exceed 6% of gross salary.
Mestek, Inc. - Dundalk Effective September 1, 1991, the Company matches
25% of the elective deferral,
not to exceed 6% of gross salary.
<PAGE>
MESTEK, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements - Continued
December 31, 1999
NOTE A - DESCRIPTION OF PLAN - Continued
Division Agreement
Mestek, Inc. - Wrens Effective March 1, 1995, the Company matches 25%
of the elective deferral, not
to exceed 6% of gross salary.
Pacific Air Balance ("PABI") Effective October 1, 1997, the Company matches
25% of the elective deferral, net
to exceed 6% of gross salary.
Vesting
All participant and Company contributions are 100 percent vested, except
for the Bradner, Waldron, PABI and Dundalk locations where Company
contributions vest over a seven year period.
Investments
Upon enrollment in the Plan, participants may direct contributions to any
combination of fund options maintained by MassMutual Life Insurance
Company ("MassMutual"). All funds (except for the Investment Contract),
are invested in pooled separate accounts and do not guarantee principal
or rate of return. Plan participants may change their investment election
at any time through MassMutual's automatic record-keeping system. The
following is a description of each investment option:
The Investment Contract is invested in a group annuity contract issued
by MassMutual. This fund will receive a rate of interest set by
MassMutual annually (6.3% for fiscal 1999). Both the principal and
interest are guaranteed by MassMutual for the duration of the contract.
The Core Equity Fund invests primarily in common stocks of large, well
established companies.
The Small Company Fund invests mainly in common stocks of small,
publicly traded companies that have some unique product, market
position, or operating method which sets them apart.
The Balanced Fund invests in a blend of three types of assets: stocks,
bonds and short-term securities (or cash).
The Intermediate Bond Fund invests mainly in investment-grade, publicly
traded bonds (debt issued by the U.S. government, agencies and
companies). The bonds mature over periods from 1 to 10 years.
<PAGE>
MESTEK, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements - Continued
December 31, 1999
NOTE A - DESCRIPTION OF PLAN - Continued
The Indexed Equity Fund invests in stocks which will approximate, as
closely as possible, the Standard & Poor's 500 Index.
The Mestek Stock Fund is invested in the common stock of Mestek, Inc.
Included in investment income in 1999 is interest and dividends of
$288,935 and realized and unrealized losses on investments of $17,674.
Withdrawals
Participants are allowed to withdraw certain portions of their account,
as defined by the Plan, upon retirement, termination of employment, or
determination of financial hardship.
Notes Receivable from Participants
Participants are eligible to borrow up to 50% of their vested balance to
a maximum of $50,000. Loans bear interest at market rates and are
repayable over a period not to exceed five years, except if the loan is
used to purchase a residency in which the loans are repayable over a 10
year period.
Payment of Benefits
Upon termination of employment, a participant with $3,500 or more in
vested benefits may receive the vested accrued benefits credited to
his/her account or may elect to continue earning tax deferred interest on
the vested portion of his/her savings account until retirement. A
participant cannot, however, make any further contributions. Any
participant with less than $3,500 receives a lump-sum cash payment.
Normal retirement date for a participant is the first day of the month
following the participant's 65th birthday. Participants are allowed to
defer their retirement date past the normal retirement date and
contributions will continue until the participant retires.
Upon retirement, if the participant is not married, the normal form of
benefit is a lump-sum cash payment. If a participant wishes he/she may
elect any other option (except for an automatic joint and survivor
annuity). If the participant is married, the normal form of benefit is an
automatic joint and survivor annuity. Other options include a life
annuity with 120 stipulated monthly payments and a full cash refund
annuity.
<PAGE>
MESTEK, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements - Continued
December 31, 1999
NOTE A - DESCRIPTION OF PLAN - Continued
Expenses
Administrative expenses paid by the Company are not included in the
accompanying financial statements.
Forfeitures
Forfeitures are held in an interest bearing holding account by the
Trustee, MassMutual Life Insurance Co. The Company may apply these
amounts to any outstanding administrative costs due to the Trustee.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies followed by the Plan:
Basis of Accounting
The accompanying financial statements of the Plan have been prepared
using the accrual basis of accounting.
Investment Valuation
The Plan's investments are stated at fair value, except for its
investment contract which is valued at contract value (see note E).
Allocations to Participants' Accounts
Amounts contributed to the Plan by the Company are credited to each
participant's account on the last day of each valuation period. A
participant must be employed on that date to be credited for Company
contributions in that period unless employment ended during the period
due to retirement, disability or death.
As of each valuation date, investment income is allocated to participant
accounts in proportion to the number of investment units held by each
participant.
The Plan is valued on a monthly basis.
<PAGE>
MESTEK, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements - Continued
December 31, 1999 and 1998
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and deductions
during the reporting period. Actual results could differ from those
estimates.
NOTE C - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions and to terminate the Plan
subject to the provisions of ERISA and regional collective bargaining
agreements. In the event of Plan termination, participants will become 100%
vested in their accounts.
NOTE D - INVESTMENT CONTRACT WITH INSURANCE COMPANY
The Plan has an investment contract with MassMutual. MassMutual maintains the
contributions in a pooled account. The account is credited with a guaranteed
rate of return and is charged for Plan withdrawals and administrative
expenses charged by MassMutual. The contract is included in the financial
statements at contract value, which approximates fair value, as reported to
the Plan by MassMutual. Contract value represents contributions made under
the contract, plus earnings, less Plan withdrawals and administrative
expenses.
NOTE E - TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated June 16, 1995, that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code. Management believes that
the Plan continues to qualify and to operate within the applicable provisions
of the Internal Revenue Code.
