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Previous: NEW YORK DAILY TAX FREE INCOME FUND INC, NSAR-B, 1996-06-25 |
Next: MEDICAL ACTION INDUSTRIES INC, 10-K, 1996-06-25 |
<PAGE> 1
PAGE 1 OF
INDEX OF EXHIBITS PAGE OF
----- ------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 1995.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------------------- --------------------
Commission file number:
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Met-Coil Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Met-Coil Systems Corporation
5486 6th Street SW
Cedar Rapids, IA 52404
<PAGE> 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
REQUIRED INFORMATION
(a) Financial Statements. Filed as part of this Report on Form 11-K are the
financial statements and the schedules thereto of the Met-Coil Retirement
Plan as required by Form 11-K together with the report thereon of Deloitte
& Touche LLP, independent auditors, dated May 29, 1996.
(b) Exhibits: A consent of Deloitte & Touche LLP is being filed as Exhibit
24 to this Report.
<PAGE> 3
MET-COIL RETIREMENT PLAN
FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1995 AND 1994,
SUPPLEMENTAL SCHEDULES FOR THE
YEAR ENDED DECEMBER 31, 1995 AND
INDEPENDENT AUDITORS' REPORT
<PAGE> 4
MET-COIL RETIREMENT PLAN
TABLE OF CONTENTS
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
December 31, 1995 and 1994 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1995 and 1994 4
Notes to Financial Statements 8
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1995
AND FOR THE YEAR THEN ENDED:
Item 27A - Schedule of Assets Held for Investment Purposes 12
Item 27D - Schedule of Reportable Transactions 13
</TABLE>
(Supplemental schedules not listed are omitted due to the absence of conditions
under which they are required.)
<PAGE> 5
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator
Met-Coil Retirement Plan:
We have audited the accompanying statement of net assets available for benefits
of the Met-Coil Retirement Plan (the "Plan") as of December 31, 1995, 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. The Plan's financial statements for the year
ended December 31, 1994 were audited by other auditors whose report, dated May
19, 1995, expressed an unqualified opinion on those statements.
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 net assets available for benefits of the Plan as of December 31,
1995, and the changes in net assets available for benefits for the year then
ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund is
presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets
available for benefits and changes in net assets available for benefits of the
individual funds, and is not a required part of the basic financial statements.
The supplemental schedules listed in the table of contents 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
information by fund and supplemental schedules are the responsibility of the
Plan's management. Such supplemental information by fund and supplemental
schedules have been subjected to the auditing procedures applied in our audit
of the basic 1995 financial statements and, in our opinion, are fairly stated
in all material respects when considered in relation to the basic financial
statements taken as a whole.
DELOITTE & TOUCHE LLP
May 29, 1996
<PAGE> 6
MET-COIL RETIREMENT PLAN
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
---------------------------------------------------------------------
LARGE CAP LARGE CAP SMALL CAP
INTERNATIONAL VALUE GROWTH GROWTH STABLE
BALANCED EQUITY EQUITY EQUITY EQUITY VALUE
FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
Investments at fair value $1,479,048 $116,981 $267,540 $ 746,971 $549,963 $3,897,034
Loans to participants
--------- ------- ------- --------- ------- ---------
Total investments 1,479,048 116,981 267,540 746,971 549,963 3,897,034
--------- ------- ------- --------- ------- ---------
RECEIVABLES:
Employer contributions
Participants' contributions 11,883 2,256 4,613 8,674 11,083 16,646
--------- ------- ------- --------- ------- ---------
Total receivables 11,883 2,256 4,613 8,674 11,083 16,646
TEMPORARY CASH INVESTMENT 6,603
--------- ------- ------- --------- ------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS (Note 5) $1,497,534 $119,237 $272,153 $ 755,645 $561,046 $3,913,680
========= ======= ======= ========= ======== =========
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
- ---------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
-------------------------------------------
MET-COIL
SYSTEMS
CORPORATION
PARTICIPANT COMMON
LOANS STOCK TOTAL
<S> <C> <C> <C>
ASSETS
INVESTMENTS:
Investments at fair value $306,040 $7,363,577
Loans to participants $147,559 147,559
------- ------- ---------
Total investments 147,559 306,040 7,511,136
------- ------- ---------
RECEIVABLES:
Employer contributions 95,868 95,868
Participants' contributions 55,155
------- ------- ---------
Total receivables 95,868 151,023
TEMPORARY CASH INVESTMENTS 6,603
------- ------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS (Note 5) $147,559 $401,908 $7,668,762
======= ======= =========
</TABLE>
- ------------------------------
See notes to financial statements.
-2-
<PAGE> 7
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------------
SCHWAB SCHWAB SCHAWB
INTERNATIONAL GROWTH GENERAL
BALANCED EQUITY EQUITY BOND
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
Investments at fair value $1,406,873 $166,217 $701,437 $153,638
Loans to participants
--------- ------- -------- -------
Total investments 1,406,873 166,217 701,437 153,638
--------- ------- -------- -------
RECEIVABLES:
Employer contributions
Participants' contributions 16,637 5,050 13,820 2,856
--------- ------- -------- -------
Total receivables 16,637 5,050 13,820 2,856
TEMPORARY CASH INVESTMENTS 54,048 9,369 20,116 3,960
--------- ------- -------- -------
NET ASSETS AVAILABLE FOR
BENEFITS (Note 5) $1,477,558 $180,636 $735,373 $160,454
========== ======== ======== ========
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
- -----------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
--------------------------------------------------------------------------
MET-COIL
AGGRESSIVE SYSTEMS
GROWTH STABLE CORPORATION
EQUITY VALUE PARTICIPANT COMMON
FUND FUND LOANS STOCK TOTAL
<C> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
Investments at fair value $189,347 $3,345,427 $464,661 $6,427,600
Loans to participants 175,237 175,237
-------- --------- ------- -------- ----------
Total investments 189,347 3,345,427 175,237 464,661 6,602,837
-------- --------- ------- ------- ----------
RECEIVABLES:
Employer contributions 90,877 90,877
Participants' contributions 6,784 22,216 67,363
-------- ------- ------- ---------- ---------
Total receivables 6,784 22,216 90,877 158,240
TEMPORARY CASH INVESTMENTS 10,520 25,559 123,572
-------- --------- ------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS (Note 5) $206,651 $3,367,643 $175,237 $581,097 $6,884,649
========= =========== ========= ======== ==========
See notes to financial statements.
</TABLE>
-3-
<PAGE> 8
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------------
LARGE CAP LARGE CAP SMALL CAP
INTERNATIONAL VALUE GROWTH GROWTH STABLE
BALANCED EQUITY EQUITY EQUITY EQUITY VALUE
FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest and dividends $ 97,087 $ 4,888 $ 9,139 $ 32,555 $ 79,890 $ 195,852
Net appreciation (depreciation) in
fair value of investments 164,135 (940) 4,955 (8,921) (40,342) 17,819
---------- ------- ------- ------- ------- -----------
Total investment income 261,222 3,948 14,094 23,634 39,548 213,671
---------- ------- ------- ------- ------- -----------
CONTRIBUTIONS:
Employer
Participants 188,454 10,706 22,675 54,095 50,057 136,135
---------- ------- ------- ------- ------- -----------
Total contributions 188,454 10,706 22,675 54,095 50,057 136,135
---------- ------- ------- ------- ------- -----------
BENEFITS PAID TO TERMINATED PARTICIPANTS (23,001) (378,228)
---------- ------- ------- ------- ------- -----------
OTHER:
Transfer of assets between investment managers (128,768) 103,713 233,355 674,135 466,709 129,641
Transfer of assets due to participant elections, net (277,563) 438,918
Disbursements of participant loans (17,930) (3,600)
Repayments of participant loans 17,562 870 2,029 3,781 4,732 9,500
---------- ------- ------- ------- ------- -----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 19,976 119,237 272,153 755,645 561,046 546,037
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING OF YEAR 1,477,558 3,367,643
---------- ------- ------- ------- ------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $1,497,534 $119,237 $272,153 $755,645 $561,046 $3,913,680
========== ======== ======== ======= ======== ==========
(Continued)
</TABLE>
-4-
<PAGE> 9
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995 (CONCLUDED)
- ------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------------------------------
MET-COIL
SYSTEMS SCHWAB SCHWAB SCHWAB
CORPORATION INTERNATIONAL GROWTH GENERAL
PARTICIPANT COMMON EQUITY EQUITY BOND
LOANS STOCK FUND FUND FUND
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest and dividends $ 847 $ (163) $ 3,769 $ 7,655
Net appreciation (depreciation) in
fair value of investments (507,343) 16,998 151,912 9,391
----------- --------- --------- -----------
Total investment income (506,496) 16,835 155,681 17,046
----------- --------- --------- -----------
CONTRIBUTIONS:
Employer 374,312
Participants 34,050 86,599 19,302
---------- --------- --------- -----------
Total contributions 374,312 34,050 86,599 19,302
---------- --------- --------- -----------
BENEFITS PAID TO TERMINATED PARTICIPANTS (48,535) (28,393) (25,343) (4,557)
----------- --------- --------- -----------
OTHER:
Transfer of assets between investment managers (187,925) (878,110) (157,417)
Transfer of assets due to participant elections,
net 1,530 (18,366) (76,503) (35,645)
Disbursements of participant loans $34,890 (620) (10,500) (1,600)
Repayments of participant loans (62,568) 3,783 12,803 2,417
-------- ---------- --------- --------- -----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS (27,678) (179,189) (180,636) (735,373) (160,454)
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING OF YEAR 175,237 581,097 180,636 735,373 160,454
-------- --------- --------- --------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $147,559 $401,908 $ - $ - $ -
======== ========= ========= ========= ===========
</TABLE>
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995 (CONCLUDED)
- ------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL
INFORMATION BY FUND
-------------------
AGGRESSIVE
GROWTH
EQUITY
FUND TOTAL
<S> <C> <C>
INVESTMENT INCOME: $ 755 $ 432,274
interest and dividends
Net appreciation (depreciation) in
fair value of investimets 45,104 (147,232)
Total investment income ------------ -------------
45,859 285,042
------------ -------------
CONTRIBUTIONS: 374,312
Employer 45,024 647,097
------------ -------------
Participants 45,024 1,021,409
------------ -------------
Total contributions (14,281) (522,338)
------------- -------------
OTHER:
Transfer of assets between
investment managers (255,333)
Transfer of assets due to
participant elections, net (32,371)
Disbursements of participant
loans (640)
Repayments of participant
loans
5,091
--------- -------------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS (206,651) 784,113
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING OF YEAR 206,651 6,884,649
---------- -------------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ - $ 7,668,762
=========== =============
</TABLE>
See notes to financial statements.
5
<PAGE> 10
MET-COIL RETIREMENT PLAN
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994
- ----------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------------
SCHWAB SCHWAB SCHWAB
INTERNATIONAL GROWTH GENERAL
BALANCED EQUITY EQUITY BOND
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest and dividends $ 41,069 $ 5,613 $ 33,927 $ 2,405
Net appreciation (depreciation) in
fair value of investments (62,390) (14,608) (53,916) (4,858)
---------- -------- -------- --------
Total investment income (21,321) (8,995) (19,989) (2,453)
---------- -------- -------- --------
CONTRIBUTIONS:
Employer
Participants 93,951 27,630 75,048 46,072
---------- -------- -------- --------
Total contributions 93,951 27,630 75,048 46,072
---------- -------- -------- --------
BENEFITS PAID TO TERMINATED PARTICIPANTS (32,696) (704)
---------- -------- -------- --------
OTHER:
Transfer of assets between investment managers 1,247,778 155,407 669,507 140,160
Transfer of assets due to participant elections, net 185,947 4,726 7,422 (26,326)
Disbursements of participant loans (1,000) (1,890) (3,000)
Repayments of participant loans 4,899 1,868 5,979 6,001
---------- -------- -------- --------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 1,477,558 180,636 735,373 160,454
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING OF YEAR
---------- -------- -------- --------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $1,477,558 $180,636 $735,373 $160,454
========== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
---------------------------------
AGGRESSIVE
GROWTH STABLE
EQUITY VALUE
FUND FUND
<S> <C> <C>
INVESTMENT INCOME:
Interest and dividends $ 13,156 $ 74,313
Net appreciation (depreciation) in
fair value of investments (17,170) 6,277
-------- ----------
Total investment income (4,014) 80,590
-------- ----------
CONTRIBUTIONS:
Employer
Participants 35,859 44,618
-------- ----------
Total contributions 35,859 44,618
-------- ----------
BENEFITS PAID TO TERMINATED PARTICIPANTS (286,981)
-------- ----------
OTHER:
Transfer of assets between investment managers 168,034 3,350,789
Transfer of assets due to participant elections, net 4,291 (184,954)
Disbursements of participant loans (500) (6,000)
Repayments of participant loans 2,981 1,474
-------- ----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 206,651 2,999,536
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING OF YEAR 368,107
-------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $206,651 $3,367,643
======== ==========
(Continued)
</TABLE>
6
<PAGE> 11
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994 (CONCLUDED)
- -----------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------------------------------
MET-COIL
SYSTEMS SCI SCI
CORPORATION SCI FIXED MONEY
PARTICIPANT COMMON BALANCED INCOME MARKET
LOANS STOCK FUND FUND FUND
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest and dividends $ 558 $ 44,877 $ 10,269 $ 595
Net appreciation (depreciation) in
fair value of investments (28,587) (136,014) (19,565)
----------- --------- --------- -----------
Total investment income (28,029) (91,137) (9,296) 595
----------- --------- --------- -----------
CONTRIBUTIONS:
Employer 366,645
Participants 172,430 30,802 5,962
---------- --------- --------- -----------
Total contributions 366,645 172,430 30,802 5,962
---------- --------- --------- -----------
BENEFITS PAID TO TERMINATED PARTICIPANTS (41,055) (1,096,196) (256,100) (78,860)
OTHER:
Transfer of assets between investment managers (2,418,193) (351,606) (29,162)
Transfer of assets due to participant elections,
net 10,787 3,254 (5,193) (1,977)
Disbursements of participant loans $136,690 (67,200) (6,100) (200)
Repayments of participant loans (75,595) 47,488 1,465 380
-------- ---------- --------- --------- -----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 61,095 308,348 (3,449,554) (596,028) (103,262)
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING OF YEAR 114,142 272,749 3,449,554 596,028 103,262
-------- ---------- --------- --------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $175,237 $ 581,097 $ - $ - $ -
======== ========== ========= ========= ===========
</TABLE>
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994 (CONCLUDED)
- --------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
-------------------------------------------
SCI DEPOSIT
EQUITY ADMINISTRATION
FUND CONTRACT TOTAL
<C> <C> <C>
INVESTMENT INCOME:
Interest and dividends $ 5,315 $ 128,680 $ 360,777
Net appreciation (depreciation) in
fair value of investments (19,928) (350,759)
Total investment income ------------ ------------- -------------
(14,613) 128,680 10,018
------------ ------------- -------------
CONTRIBUTIONS:
Employer 366,645
Participants 50,066 582,438
------------ ------------- ------------
Total contributions 50,066 949,083
------------- ------------- ------------
BENEFITS PAID TO TERMINATED
PARTICIPANTS (391,894) (2,184,486)
OTHER:
Transfer of assets between investment managers (311,616) (2,621,098)
Transfer of assets due to participant elections,
net 2,023
Disbursements of participant loans (50,800)
Repayments of participant loans 3,060
----------- ------------- -----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS (713,774) (2,492,418) (1,225,385)
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING OF YEAR 713,774 2,492,418 8,110,034
--------- ------------ ----------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ - $ - $6,884,649
=========== ============= ==========
</TABLE>
See notes to financial statements.
-7-
<PAGE> 12
MET-COIL RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Met-Coil Retirement 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 is a defined contribution plan covering
substantially all of the employees of Met-Coil Systems Corporation (the
"Company") and subsidiaries who have one year of service and are age 21 or
older. Each eligible employee of the Company shall initially become
eligible to participate in the Plan on the first day of the calendar
quarter following the end of the 12-month period in which the employee has
not less than 1,000 hours of service with the Company. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contributions and, where applicable, an allocation of (a)
the Company's contribution, (b) Plan earnings, and (c) forfeitures of
terminated participants' nonvested accounts. Allocations are based on
participant earnings or account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided from
the participant's account.
VESTING - Participants are immediately vested in their voluntary
contributions plus actual earnings thereon. Vesting in the remainder of
their accounts is based on years of continuous service. A participant is
100% vested after six years of credited service.
CONTRIBUTIONS - Participants may contribute up to 15% of their annual
wages before bonuses and commissions. Participants may change their
contribution percentage as of the first day of any calendar quarter.
The Company contributes to the Plan an amount equal to 2% of eligible
employee compensation. Also, the Company matches 100% of the first 3% of
compensation contributed as an elective deferral by a participant. The
Company makes no contributions for the Lockformer Company bargaining unit
employees. Iowa Precision Industries, Inc. bargaining unit employees
receive employer contributions, as specified in the Collective Bargaining
Agreement.
Additional amounts may be contributed at the discretion of the Company's
Board of Directors.
Employee contributions are invested in accordance with instructions of
the participants. Employer contributions are invested in the Company's
common stock.
- 8 -
<PAGE> 13
INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may direct
employee contributions in 10% increments to any one or more of the following
funds:
BALANCED FUND - The fund invests primarily in large capitalization,
high-quality common stocks and in fixed income senior securities rated
within the first four highest categories established by Moody's
Investors Service or Standard & Poor's Corporation.
INTERNATIONAL EQUITY FUND - The fund invests primarily in equity
securities of companies domiciled outside the United States.
LARGE CAP VALUE EQUITY FUND - The fund invests primarily in common
stocks of issuers with total market capitalization of $1 billion or
greater at the time of purchase.
LARGE CAP GROWTH EQUITY FUND - The fund invests primarily in common
stocks of issuers with total market capitalization of $1 billion or
greater at the time of purchase.
SMALL CAP GROWTH EQUITY FUND - The fund invests primarily in common
stocks of companies with total market capitalization less than $1
billion at the time of purchase.
STABLE VALUE FUND - The fund is a portfolio of investment contracts
issued by high quality life insurance and investment companies. The
fund may also invest in units of other guaranteed investment contract
collective funds.
LOANS TO PARTICIPANTS - Participants may borrow from their fund accounts
a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested
account balance. Loan transactions are treated as a transfer between
the investment funds designated by the participant and the loan fund.
Loan terms range from 1 to 5 years. The loans are secured by the
balance in the participant's account and bear interest at the prime rate
at the date of the loan, plus 1%. Principal and interest is paid
through payroll deductions.
PAYMENT OF BENEFITS - Upon termination of service, a participant receives a
lump-sum amount equal to the value of his or her account.
ADMINISTRATIVE COSTS - Certain administrative costs of the Plan are paid by
the Company and are not reflected in the financial statements of the Plan.
Administrative costs paid by the Plan are reported as a reduction of
investment income.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accounting records of the Plan are maintained on
an accrual basis.
PARTICIPANT WITHDRAWALS - Participant withdrawals are recorded on the cash
basis.
- 9 -
<PAGE> 14
VALUATION OF INVESTMENTS - Investments in corporate common stocks are stated
at fair value based on closing sales prices reported on recognized
securities exchanges on the last business day of the year. Mutual funds are
valued at quoted market prices which represent the net asset values of
shares held by the Plan at year-end. Guaranteed investment contracts and
participant loans are valued at cost plus accrued interest, which
approximates fair value.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires Plan management to
make estimates and assumptions that affect the reported value of assets and
liabilities at the date of the financial statements and the reported amounts
or revenues and expenses during the reporting period. Actual results could
differ from those estimates.
RECLASSIFICATIONS - Certain 1994 amounts have been reclassified to conform
with the 1995 presentation.
3. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions set forth in ERISA. In the
event of Plan termination, participants will become 100% vested in their
accounts.
4. INVESTMENTS
Individual investments representing 5% or more of the fair value of net
assets available for benefits as of December 31, 1995 and 1994 are as
follows:
<TABLE>
<CAPTION>
1995 1996
<S> <C> <C>
Firstar Bank - Guaranteed Investment Contract -
Variable $2,104,738 $1,815,908
Smith Barney Shearson - Guaranteed Investment
Contract - Variable 1,792,296 1,529,519
Met-Coil Systems Corportion Common Stock 306,040 464,661
CG Capital Markets Funds:
Balanced Fund 1,479,048
Large Cap Growth Equity Fund 746,971
Small Cap Growth Equity Fund 549,963
</TABLE>
5. PARTICIPANT TERMINATIONS
For the years ended December 31, 1995 and 1994, respectively, the Plan
had $61,391 and $50,424 of net assets available for benefits allocated to
participants who had withdrawn from the Plan, but had not disbursed the
funds to participants.
6. BENEFIT PAYMENTS
In December 1993, the Company sold its Roper Whitney subsidiary.
During 1994, benefit payments included cash payments of $1,568,252 to the
Roper Whitney participants. In addition, 8,512 shares of the Company's
common stock were distributed to Roper Whitney participants.
10
<PAGE> 15
7. TAX STATUS
The Company obtained its latest determination letter in 1995 in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
The Plan's management believes that the Plan is currently designed and being
operated in accordance with applicable rules and regulations of the Internal
Revenue Code, therefore, no provision for income taxes has been included in
the Plan's financial statements.
8. SUBSEQUENT EVENT
In February 1996, the Company sold its Rowe Machinery & Automation
subsidiary. During May 1996, $901,856 was transferred to the new employer's
retirement plan in a trust-to-trust transfer. In addition, approximately
65,000 shares of the Company's common stock will be liquidated and funds
will be transferred during 1996 to the new employer's retirement plan.
* * * * *
- 11 -
<PAGE> 16
MET-COIL RETIREMENT PLAN
<TABLE>
<CAPTION>
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF INVESTMENT
IDENTITY OF ISSUER, BORROWER INCLUDING MATURITY DATE, INTEREST CURRENT
LESSOR OR SIMILAR PARTY RATE AND PAR OR MATURITY VALUE COST VALUE
<S> <C> <C> <C>
Balanced Fund:
CG Capital Markets - Balanced Investments 153,588 mutual fund shares $1,438,947 $ 1,479,048
International Equity Fund:
CG Capital Markets - International Equity
Investments 11,237 mutual fund shares 117,920 116,981
Large Cap Value Equity Fund:
CG Capital Markets - Large Cap Value
Investments 24,388 mutual fund shares 262,586 267,540
Large Cap Growth Equity Fund:
CG Capital Markets - Large Cap Growth
Investments 60,977 mutual fund shares 755,899 746,971
Small Cap Growth Equity Fund:
CG Capital Markets - Small Cap Growth
Investments 34,918 mutual fund shares 590,321 549,963
Employer Securities:
Met-Coil Systems Corporation* 306,404 shares 845,283 306,040
Stable Value Fund:
Firstar Variable 2,104,738 2,104,738
Smith Barney Variable 1,792,296 1,792,296
Participant Loans:
Various participants* 6.5%-10%, due at various dates 147,559 147,559
---------- ----------
Total Investments $8,055,549 $7,511,136
========== ==========
</TABLE>
* Indicates party-in-interest to the Plan.
- 12 -
<PAGE> 17
MET-COIL RETIREMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT
VALUE
OF ASSET ON
IDENTITY OF DESCRIPTION NUMBER OF PURCHASE NUMBER OF SELLING COST OF TRANSACTION NET GAIN
PARTY INVOLVED OF ASSETS PURCHASES PRICE SALES PRICE ASSET DATE (LOSS)
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Smith Barney Small Cap Growth Equity Fund 1 $466,709 $ 466,709 $466,709
Smith Barney Large Cap Growth Equity Fund 1 674,135 674,135 674,135
Smith Barney Balanced Fund 1 985,275 985,275 985,275
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS.
Firstar Bank Employee Benefit Stable
Asset Fund 10 551,600 551,600 551,600
Firstar Bank Employee Benefit Stable
Asset Fund 18 $389,332 378,508 389,332 $ 10,824
Firstar Bank Financial Square Trust
Prime Obligations Fund 4 211,383 211,383 211,383
Firstar Bank Financial Square Trust
Prime Obligations Fund 8 211,402 211,402 211,402
Smith Barney Small Cap Growth Equity Fund 7 590,828 590,828 590,828
Smith Barney Small Cap Growth Equity Fund 1 523 513 523 10
Smith Barney Large Cap Growth Equity Fund 8 756,631
Smith Barney Large Cap Growth Equity Fund 1 739 731 739 8
Smith Barney Balanced Fund 10 1,120,652 1,120,652 1,120,652
Smith Barney Balanced Fund 2 4,446 4,333 4,446 113
Charles Schwab & Co. Growth Equity Fund -
William Blair Growth Shares 2 274,182 274,182 274,182
Charles Schwab & Co. Growth Equity Fund -
William Blair Growth Shares 2 343,952 274,177 343,952 69,775
</TABLE>
There were no category (ii) or (iv) reportable transactions during the year
ended December 31, 1995.
13
<PAGE> 18
MET-COIL RETIREMENT PLAN
FORM 11-K
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Trustees have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
MET-COIL RETIREMENT PLAN
<TABLE>
<S> <C> <C> <C>
Date: June 21, 1996 By: Patricia R. Kilpatrick/s/
----------------------------
Patricia R. Kilpatrick
Industrial Relations Manager
</TABLE>
14
<PAGE> 19
MET-COIL RETIREMENT PLAN
FORM 11-K
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
Exhibit Page
Number Exhibit Number
------------------------------------------------------------ ------
24 Consent of Deloitte & Touche LLP.
</TABLE>
<PAGE> 1
EXHIBIT 24
INDEPENDENT AUDITORS' CONSENT
We Consent to the incorporation by reference in Registration Statement No.
33-72138 of Met-Coil Systems Corporation on Form S-8 of our report dated May
29, 1996, appearing in this Annual Report on Form 11-K of Met-Coil Retirement
Plan for the year ended December 31, 1995.
Cedar Rapids, Iowa
June 20, 1996
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