<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13G
Information statement pursuant to Rule 13d-1 and 13d-2
(Amendment No. 2) (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
- -------------------------------------------------------------------------------
13G
CUSIP NO. 590850-10-3 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
- -------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY EACH
REPORTING 6 339,840
PERSON WITH SHARED VOTING POWER
---------------------------------------------------------------
7 0
SOLE DISPOSITIVE POWER
---------------------------------------------------------------
8 339,840
SHARED DISPOSITIVE POWER
---------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
339,840
- -------------------------------------------------------------------------------
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
11.2%
- -------------------------------------------------------------------------------
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: ................ 339,840
(b) Percent of Class: ........................... 11.2%
(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 .......... 339,840
(iii) Sole power to dispose or to
direct the disposition of ..... 0
(iv) Shared power to dispose or to
direct the disposition of ... 339,840
<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, 1996
---
MET-COIL SYSTEMS CORPORATION
RETIREMENT PLAN
By: Joseph H. Ceryanec\s\
---------------------
Name: Joseph H. Ceryanec
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. 8 )(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
- ------------------------------------------------------------------------------
13G
CUSIP NO. 590850-10-3 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
- -------------------------------------------------------------------------------
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 EACH
REPORTING 6 240,410
PERSON WITH SHARED VOTING POWER
--------------------------------------------------------------
7 0
SOLE DISPOSITIVE POWER
----------------------------------------------------------------
8 240,410
SHARED DISPOSITIVE POWER
----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
240,410
- ------------------------------------------------------------------------------
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
7.9%
- -------------------------------------------------------------------------------
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: ................... 240,410
(b) Percent of Class: ................................ 7.9%
(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 ................ 240,410
(iii) Sole power to dispose or to
direct the disposition of ..... 0
(iv) Shared power to dispose or to
direct the disposition of ..... 240,410
<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, 1996
---
MET-COIL SYSTEMS CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN
By: Frank Ceynar\s\
-------------------------------------
First National Bank Cedar Rapids,
Trustee Name: Frank Ceynar
Title: Vice President/Trust
Officer
