MET COIL SYSTEMS CORP
SC 13G, 1995-02-13
METALWORKG MACHINERY & EQUIPMENT
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                --------------

                                  SCHEDULE 13G


             Information statement pursuant to Rule 13d-1 and 13d-2

                              (Amendment No. 1)(1)


                          MET-COIL SYSTEMS CORPORATION
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  COMMON STOCK
- --------------------------------------------------------------------------------
                         (Title of class of securities)


                                  590850-10-3
- --------------------------------------------------------------------------------
                                 (CUSIP number)


                                --------------

Check the following box if a fee is being paid with this statement [ ].  (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See  Rule 13d-7.)


                        (CONTINUED ON FOLLOWING PAGE(S))


                              (Page 1 of 4 Pages)




- -----------
(1)  The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not
     be deemed to be "filed" for the purpose of Section 18 of the Securities
     Exchange Act of 1934 or otherwise subject to the liabilities of that
     section of the Act but shall be subject to all other provisions of the Act
     (however, see the Notes).

<PAGE>   2
                                                                    SCHEDULE 13G

                                             
CUSIP NO. 590850-10-3                  13G                     Page 2 of 4 Pages



   1       NAME OF REPORTING PERSONS
           S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

                 Met-Coil Systems Corporation Retirement Plan  EIN 42-1027215 

   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) [ ]
                 Not Applicable                                (b) [ ]


   3       SEC USE ONLY



   4       CITIZENSHIP OR PLACE OF ORGANIZATION

              Iowa

<TABLE>
   <S>             <C>      <C>
   NUMBER OF       5        SOLE VOTING POWER
   SHARES                       0
   BENEFICIALLY
   OWNED BY        6             161,621
   EACH                     SHARED VOTING POWER
   REPORTING
   PERSON WITH     7           0
                            SOLE DISPOSITIVE POWER

                   8           161,621
                            SHARED DISPOSITIVE POWER
</TABLE>

   9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                 161,621


   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                 SHARES*  
                 [ ] 
                     Not Applicable

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                5.7%


   12      TYPE OF REPORTING PERSON*
               EP


                    * SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>   3

CUSIP 590850-10-3                     13G                      PAGE 3 OF 4 PAGES


ITEM 1 (A).  NAME OF ISSUER:
                Met-Coil Systems Corporation

ITEM 1 (B).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
                5486 Sixth Street SW
                Cedar Rapids, IA  52404


ITEM 2 (A).  NAME OF PERSON FILING:
                Met-Coil Systems Corporation Retirement Plan (the "Plan")

ITEM 2 (B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:
                5486 Sixth Street SW
                Cedar Rapids, IA  52404

ITEM 2 (C).  CITIZENSHIP
                Not Applicable

ITEM 2 (D).  TITLE OF CLASS OF SECURITIES:
                Common Stock

ITEM 2 (E).  CUSIP NUMBER:
                590850-10-3


ITEM 3.(F).  THE PERSON FILING IS A:
                (x) Employee Benefit Plan, Pension Fund which is subject to 
                    the provisions of the Employee Retirement Income Security 
                    Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F).

ITEM 4.  OWNERSHIP AS OF:

                (a) Amount Beneficially Owned:   .....................   161,621

                (b) Percent of Class:   ..............................      5.7%

                (c) Number of shares as to which such person has:

                        (i)    Sole power to vote or to
                               direct the vote   .....................      0

                        (ii)   Shared power to vote or to
                               direct the vote   .....................   161,621

                        (iii)  Sole power to dispose or to
                               direct the disposition of  ............      0

                        (iv)   Shared power to dispose or to
                               direct the disposition of  ............   161,621
<PAGE>   4


CUSIP 590850-10-3                       13G                    PAGE 4 OF 4 PAGES



ITEM 5   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
                Not Applicable


ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
                Participants in the Plan have the right to receive dividends 
                from, and the proceeds from the sale of the Common Stock of, 
                Met-Coil Systems Corporation held by the Plan.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: 
                Not Applicable


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
                Not Applicable


ITEM 9.  NOTICE OF DISSOLUTION OF GROUP:
                Not Applicable


ITEM 10.  CERTIFICATION:
                By signing below the reporting person certifies that, to the 
                best of its knowledge and belief, the securities referred to 
                above were acquired in the ordinary course of business and 
                were not acquired for the purpose of and do not have the 
                effect of changing or influencing the control of the issuer of
                such securities and were not acquired in connection with or as a
                participant in any transaction having such purpose or effect.
                                      
                                  SIGNATURE
                                      
   After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                        February  15  , 1995

                                        MET-COIL SYSTEMS CORPORATION
                                        RETIREMENT PLAN




                                        By:   Ronald C. Drabik\s\   
                                        -------------------------------
                                        Name:  Ronald C. Drabik
                                        Title:  Trustee


<PAGE>   5



                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                  -----------

                                  SCHEDULE 13G


             Information statement pursuant to Rule 13d-1 and 13d-2

                             (Amendment No. 7)(1)


                          MET-COIL SYSTEMS CORPORATION
     -----------------------------------------------------------------------
                                (Name of Issuer)


                                  COMMON STOCK
     -----------------------------------------------------------------------
                         (Title of class of securities)


                                  590850-10-3
     -----------------------------------------------------------------------
                                 (CUSIP number)

                                  -----------
                              

Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See  Rule 13d-7.)


                        (CONTINUED ON FOLLOWING PAGE(S))


                              (Page 1 of 4 Pages)


- -----------------

(1)   The remainder of this cover page shall be filled out for a reporting
      person's initial filing on this form with respect to the subject class
      of securities, and for any subsequent amendment containing information
      which would alter the disclosures provided in a prior cover page.

      The information required in the remainder of this cover page shall not 
      be deemed to be "filed" for the purpose of Section 18 of the Securities
      Exchange Act of 1934 or otherwise subject to the liabilities of that
      section of the Act but shall be subject to all other provisions of the Act
      (however, see the Notes).
<PAGE>   6

                                                                  SCHEDULE 13G
- ------------------------------------------------------------------------------

CUSIP NO.  590850-10-3             13G                   Page  2 of  4 Pages



1      NAME OF REPORTING PERSONS
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

           Met-Coil Systems Corporation Employee Stock Ownership Plan  
           EIN 42-1027215 

2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a) / /
           Not Applicable                                         (b) / /
                                                                           

3      SEC USE ONLY


4      CITIZENSHIP OR PLACE OF ORGANIZATION
           Iowa
             
NUMBER OF        5       SOLE VOTING POWER
SHARES                     0
BENEFICIALLY     
OWNED BY         6         249,726
EACH                     SHARED VOTING POWER
REPORTING        
PERSON WITH      7         0
                         SOLE DISPOSITIVE POWER
                 
                 8         249,726
                         SHARED DISPOSITIVE POWER
              
 
9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           249,726

10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
        / /
           Not Applicable

11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
           8.8%

12      TYPE OF REPORTING PERSON*
           EP


                     * SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>   7

CUSIP 590850-10-3                       13G                   Page 3 of 4 Pages


ITEM 1 (A).  NAME OF ISSUER:
                   Met-Coil Systems Corporation

ITEM 1 (B).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
                   5486 Sixth Street SW
                   Cedar Rapids, IA  52404


ITEM 2 (A).  NAME OF PERSON FILING:
                   Met-Coil Systems Corporation Employee Stock Ownership 
                   Plan (the "Plan")

ITEM 2 (B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:
                   5486 Sixth Street SW
                   Cedar Rapids, IA  52404

ITEM 2 (C).  CITIZENSHIP
                   Not Applicable

ITEM 2 (D).  TITLE OF CLASS OF SECURITIES:
                   Common Stock

ITEM 2 (E).  CUSIP NUMBER:
                   590850-10-3


ITEM 3.(F).  THE PERSON FILING IS A:
             (x)   Employee Benefit Plan, Pension Fund which is subject to the 
                   provisions of the Employee Retirement Income Security Act 
                   of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F). 
                                          

ITEM 4.      OWNERSHIP:

             (a)   Amount Beneficially Owned:  .....................249,726 

             (b)   Percent of Class:  .................................8.8%  

             (c)   Number of shares as to which such person has:  


                       (i)     Sole power to vote or to 
                               direct the vote .....................   0
                                                 

                      (ii)     Shared power to vote or to 
                               direct the vote ................... 249,726

                     (iii)     Sole power to dispose or to 
                               direct the disposition of  ........     0
                                                 
                      (iv)     Shared power to dispose or to
                               direct the disposition of.......... 249,726
<PAGE>   8

CUSIP 590850-10-3                     13G                     Page 4 of 4 Pages



ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
               Not Applicable


ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

               Participants in the Plan have the right to receive dividends
               from, and the proceeds from the sale of the Common Stock of,
               Met-Coil Systems Corporation held by the Plan.

ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
          SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
               Not Applicable


ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
               Not Applicable


ITEM 9.   NOTICE OF DISSOLUTION OF GROUP:
               Not Applicable


ITEM 10.  CERTIFICATION: 
               By signing below the reporting person certifies that, to the best
               of its knowledge and belief, the securities referred to above
               were acquired in the ordinary course of  business and were not
               acquired for the purpose of and do not have the effect of
               changing or influencing the control of the issuer of such
               securities and were not acquired in connection with or as a
               participant in any transaction having such purpose or effect.

                                   SIGNATURE

          After reasonable inquiry and to the best of my knowledge and
               belief, I certify that the information set forth in this
               statement is true, complete and correct.

                                        February  15, 1995

                                        MET-COIL SYSTEMS CORPORATION EMPLOYEE
                                        STOCK OWNERSHIP PLAN





                                        By:  Frank Ceynar\s\ 
                                        Name:  Frank Ceynar   
                                        Title: Vice President/Trust Officer


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