<PAGE> 1
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, 1996.
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 23, 1997.
(b) Exhibits: A consent of Deloitte & Touche LLP is being filed as Exhibit
24 to this Report.
<PAGE> 3
MET-COIL RETIREMENT PLAN
<TABLE>
<CAPTION>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
December 31, 1996 and 1995 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1996 and 1995 4
Notes to Financial Statements 8
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1996
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> 4
[LOGO APPEARS HERE]
[LETTERHEAD APPERS HERE]
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator
Met-Coil Retirement Plan:
We have audited the accompanying statements of net assets available for
benefits of the Met-Coil Retirement Plan (the "Plan") as of December 31, 1996
and 1995, and the related statements of changes in net 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1996 and 1995, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were 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 financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.
/s/ Deloitte & Touche LLP
May 23, 1997
[LOGO APPEARS HERE]
<PAGE> 5
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
---------------------------------------------------------------------------------------
MET-COIL
LARGE CAP LARGE CAP SMALL CAP SYSTEMS
INTERNATIONAL VALUE GROWTH GROWTH STABLE CORPORATION
BALANCED EQUITY EQUITY EQUITY EQUITY VALUE PARTICIPANT COMMON
FUND FUND FUND FUND FUND FUND LOANS STOCK TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
Investments at fair value $1,787,282 $121,972 $369,685 $1,017,268 $935,901 $3,134,306 $382,008 $7,748,422
Loans to participants $127,222 127,222
---------- -------- -------- ---------- -------- ---------- -------- -------- ----------
Total investments 1,787,282 121,972 369,685 1,017,268 935,901 3,134,306 127,222 382,008 7,875,644
---------- -------- -------- ---------- -------- ---------- -------- -------- ----------
RECEIVABLES:
Employer contributions 79,480 79,480
Participants' contributions 11,068 8,429 5,293 9,143 12,511 4,096 50,540
---------- -------- -------- ---------- -------- ---------- -------- -------- ----------
Total receivables 90,548 8,429 5,293 9,143 12,511 4,096 130,020
---------- -------- -------- ---------- -------- ---------- -------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS (Note 5) $1,877,830 $130,401 $374,978 $1,026,411 $948,412 $3,138,402 $127,222 $382,008 $8,005,664
========== ======== ======== ========== ======== ========== ======== ======== ==========
See notes to financial statements.
</TABLE>
-2-
<PAGE> 6
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
- -----------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------------------------------------
MET-COIL
LARGE CAP LARGE CAP SMALL CAP SYSTEMS
INTERNATIONAL VALUE GROWTH GROWTH STABLE CORPORATION
BALANCED EQUITY EQUITY EQUITY EQUITY VALUE PARTICIPANT COMMON
FUND FUND FUND FUND FUND FUND LOANS STOCK TOTAL
<S> <C> <C> <C> <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 $306,040 $7,363,577
Loans to participants $147,559 147,559
---------- -------- -------- -------- -------- ---------- -------- -------- ----------
Total investments 1,479,048 116,981 267,540 746,971 549,963 3,897,034 147,559 306,040 7,511,136
---------- -------- -------- -------- -------- ---------- -------- -------- ----------
RECEIVABLES:
Employer contributions 95,868 95,868
Participants' contributions 11,883 2,256 4,613 8,674 11,083 16,646 55,155
---------- -------- -------- -------- -------- ---------- -------- -------- ----------
Total receivables 11,883 2,256 4,613 8,674 11,083 16,646 95,868 151,023
TEMPORARY CASH INVESTMENTS 6,603 6,603
---------- -------- -------- -------- -------- ---------- -------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS (Note 5) $1,497,534 $119,237 $272,153 $755,645 $561,046 $3,913,680 $147,559 $401,908 $7,668,762
========== ======== ======== ======== ======== ========== ======== ======== ==========
See notes to financial statements.
</TABLE>
-3-
<PAGE> 7
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
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, net of fund administrative expenses $ 28,750 $ 380 $ 6,840 $ (2,532) $ (6,896) $ 83,198
Net appreciation (depreciation) in
fair value of investments 189,732 4,765 49,925 157,026 122,377 101,564
---------- -------- -------- ---------- -------- ----------
Total investment income 218,482 5,145 56,765 154,494 115,481 184,762
---------- -------- -------- ---------- -------- ----------
CONTRIBUTIONS:
Employer 317,740
Participants 145,056 38,281 61,947 112,856 152,877 96,880
---------- -------- -------- ---------- -------- ----------
Total contributions 462,796 38,281 61,947 112,856 152,877 96,880
---------- -------- -------- ---------- -------- ----------
BENEFITS PAID TO TERMINATED PARTICIPANTS (357,124) (38,503) (28,399) (81,867) (72,849) (699,546)
---------- -------- -------- ---------- -------- ----------
OTHER:
Transfer of assets due to participant elections, net 59,814 7,317 8,099 91,079 179,766 (346,075)
Disbursements of participant loans (12,190) (4,200) (2,700) (13,200) (5,200) (17,349)
Repayments of participant loans 8,518 3,124 7,113 7,404 17,291 6,050
---------- -------- -------- ---------- -------- ----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 380,296 11,164 102,825 270,766 387,366 (775,278)
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING OF YEAR 1,497,534 119,237 272,153 755,645 561,046 3,913,680
---------- -------- -------- ---------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $1,877,830 $130,401 $374,978 $1,026,411 $948,412 $3,138,402
========== ======== ======== ========== ======== ==========
(Continued)
</TABLE>
-4-
<PAGE> 8
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996 (CONCLUDED)
- -----------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------
MET-COIL
SYSTEMS
CORPORATION
PARTICIPANT COMMON
LOANS STOCK TOTAL
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest and dividends, net of fund administrative expenses $ 6,404 $ 1,210 $ 117,354
Net appreciation (depreciation) in
fair value of investments 217,170 842,559
-------- --------- -----------
Total investment income 6,404 218,380 959,913
-------- --------- -----------
CONTRIBUTIONS:
Employer (20,268) 297,472
Participants 607,897
--------- -----------
Total contributions (20,268) 905,369
--------- -----------
BENEFITS PAID TO TERMINATED PARTICIPANTS (32,080) (218,012) (1,528,380)
-------- --------- -----------
OTHER:
Transfer of assets due to participant elections, net
Disbursements of participant loans 54,839
Repayments of participant loans (49,500)
-------- ---------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS (20,337) (19,900) 336,902
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING OF YEAR 147,559 401,908 7,668,762
-------- --------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $127,222 $ 382,008 $ 8,005,664
======== ========= ===========
See notes to financial statements.
</TABLE>
-5-
<PAGE> 9
<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, net of fund administrative expenses $ 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>
-6-
<PAGE> 10
MET-COIL RETIREMENT PLAN
<TABLE>
<CAPTION>
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 AGGRESSIVE
CORPORATION INTERNATIONAL GROWTH GENERAL GROWTH
PARTICIPANT COMMON EQUITY EQUITY BOND EQUITY
LOANS STOCK FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest and dividends, net of fund
administrative expenses $ 847 $ (163) $ 3,769 $7,655 $ 755 $ 432,274
Net appreciation (dpreciation) in
fair value of investments (507,343) 16,998 151,912 9,391 45,104 (147,232)
--------- -------- ------- ------ -------- ----------
Total investment income (506,496) 16,835 151,681 17,046 45,859 285,042
--------- -------- ------- ------ -------- ----------
CONTRIBUTIONS:
Employer 374,312 374,312
Participants 34,050 86,599 19,302 45,024 647,097
--------- -------- ------- ------ -------- ----------
Total contributions 374,312 34,050 86,599 19,302 45,024 1,021,409
--------- -------- ------- ------ -------- ----------
BENEFITS PAID TO TERMINATED PARTICIPANTS (48,535) (28,393) (25,343) (4,557) (14,281) (522,338)
--------- -------- ------- ------ -------- ----------
OTHER:
Transfer of assets between investment (187,925) (878,110) (157,417) (255,333)
managers
Transfer of assets due to participant
elections, net 1,530 ( 18,366) (76,503) (35,645) (32,371)
Disbursements of participant loans $ 34,890 (620) (10,500) (1,600) (640)
Repayments of participant loans (62,568) 3,783 12,803 2,417 5,091
--------- --------- -------- ------- ------ -------- ----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS (27,678) (179,189) (180,636) (735,373) (160,454) (206,651) 784,113
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING OF YEAR 175,237 581,097 180,636 735,373 160,454 206,651 6,884,649
--------- --------- -------- ------- ------ -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $ 147,559 $ 401,908 $ - $ - $ - $ - $7,668,762
========= ========= ======== ======= ====== ======== ==========
</TABLE>
See notes to financial statements.
-7-
<PAGE> 11
MET-COIL RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
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 and
subsidiaries (the "Company") who have completed six months of service and
are age 21 or older. 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. Prior to January 1, 1996, employer contributions were
used to purchase Company stock; after January 1, 1996, employer
contributions are invested in the Balanced Fund.
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.
- 8 -
<PAGE> 12
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 has two portfolios of investment contracts
issued by high quality life insurance and investment companies; one
collective trust fund is managed by Firstar Trust Co. and the other is
managed by Smith Barney Corporate Trust Co. 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.
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
and collective trust funds are valued at quoted market prices which
represent the net asset values of shares held by the Plan at year-end.
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 1995 amounts have been reclassified to
conform with the 1996 presentation.
- 9 -
<PAGE> 13
3. INVESTMENTS EXCEEDING 5% OF NET ASSETS
Individual investments representing 5% or more of the fair value of net
assets available for benefits as of December 31, 1996 and 1995 are as
follows:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Firstar Trust Co. - Guaranteed Investment Contract - Variable $1,411,436 $2,104,738
Smith Barney Corporate Trust Co. - Guaranteed Investment
Contract - Variable 1,722,870 1,792,296
CG Capital Markets Funds:
Balanced Fund 1,787,282 1,479,048
Large Cap Growth Equity Fund 1,017,268 746,971
Small Cap Growth Equity Fund 935,901 549,963
</TABLE>
4. INVESTMENT IN COMMON TRUSTS
The majority of the Plan's investment assets are held in common trust
accounts at the Firstar Trust Company and the Smith Barney Corporate Trust
Company and consist of interests in investments in guaranteed investment
contracts of the respective trust organization ("Trust"), full service
trust organizations established by Firstar Corporation and the Travelers
Group. Use of the Trust permits the commingling of the trust assets with a
number of retirement plans held by the trust organizations for investment
and administrative purposes. Although assets are commingled in the Trust,
Firstar Trust Company and Smith Barney Corporate Trust Company maintain
supporting records for the purpose of allocating the net gains of the
investment accounts to the various participating plans.
The investment accounts of the Trusts are valued at estimated fair
value at the end of each month. The net gain (loss) on the accounts for
each month are allocated by the trustees to each participating plan based
on the relationship of the interest of each plan to the total of the
interests of all participating plans.
5. PARTICIPANT TERMINATIONS
For the years ended December 31, 1996 and 1995, respectively, the Plan
had $2,101 and $61,391 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 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 were liquidated
and funds were transferred to the new employer's retirement plan.
7. PLAN AMENDMENTS
Effective January 1, 1996, the Plan was amended to permit employees to
make salary reduction contributions effective the first day of the
calendar quarter immediately following the completion of the first six
months of their employment. The Plan was also amended to change employer
contributions from cash used to purchase Company stock to cash investments
in the Balanced Fund.
- 10 -
<PAGE> 14
8. TRANSACTIONS WITH PARTIES-IN-INTEREST
At December 31, 1996 and 1995, the Plan held 265,652 and 306,040 shares
of common stock of Met-Coil Systems Corporation, a sponsoring employer,
with a cost basis of $732,859 and $845,283, respectively. During the
years ended December 31, 1996 and 1995, the Plan recorded total investment
income (loss) of ($506,496) and $218,380 from the Met-Coil Systems
Corporation Common Stock.
9. TERMINATION PRIORITIES OF THE PLAN
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.
10. 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 has since been amended in 1996 as discussed in Note 3,
however, Plan 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.
* * * * *
- 11 -
<PAGE> 15
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF INVESTMENT,
IDENTITY OF ISSUER, BORROWER, INCLUDING MATURITY DATE, INTEREST FAIR
LESSOR OR SIMILAR PARTY RATE AND PAR OR MATURITY VALUE COST VALUE
<S> <C> <C> <C>
Balanced Fund:
CG Capital Markets - Balanced Investments 169,250 mutual fund shares $1,627,717 $1,787,282
International Equity Fund:
CG Capital Markets - International Equity
Investments 12,076 mutual fund shares 127,122 121,972
Large Cap Value Equity Fund:
CG Capital Markets - Large Cap
Value Investments 30,129 mutual fund shares 335,706 369,685
Large Cap Growth Equity Fund:
CG Capital Markets - Large Cap Growth
Investments 71,740 mutual fund shares 913,770 1,017,268
Small Cap Growth Equity Fund:
CG Capital Markets - Small Cap Growth
Investments 57,137 mutual fund shares 973,552 935,901
Employer Securities:
Met-Coil Systems Corporation* 265,652 shares 732,859 382,008
Stable Value Fund:
Firstar Trust Co. Variable 1,237,039 1,411,436
Smith Barney Corporate Trust Co. Variable 1,524,211 1,722,870
Participant Loans:
Various participants* 6.5%-10%, due at various dates
with latest maturity on 1/31/02 127,222 127,222
---------- ----------
Total Investments $7,599,198 $7,875,644
========== ==========
</TABLE>
* Indicates party-in-interest to the Plan.
-12-
<PAGE> 16
<TABLE>
<CAPTION>
MET-COIL RETIREMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
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)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS.
Firstar Trust Co. Employee Benefit Stable 1 $613,101 $600,630 $613,101 $12,471
Asset Fund
CATEGORY (ii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS.
Firstar Trust Co. Employee Benefit Stable
Asset Fund 17 792,221 774,154 792,221 18,067
Smith Barney Corporate Employee Benefit Stable
Trust Co. Asset Fund 14 379,808 350,684 379,808 29,124
Smith Barney Corporate CG Capital Markets
Trust Co. Balanced Fund 32 $602,961 602,961 602,961
Smith Barney Corporate CG Capital Markets
Trust Co. Balanced Fund 23 442,232 393,496 442,232 48,736
Smith Barney Corporate CG Capital Markets
Trust Co. Small Cap Growth 22 465,454 465,454 465,454
</TABLE>
-13-
<PAGE> 17
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
Date: June 27, 1997 By: /s/ Patricia R. Kilpatrick
---------------------------
Patricia R. Kilpatrick
Trustee/Plan Administrator
<PAGE> 18
MET-COIL RETIREMENT PLAN
FORM 11-K
EXHIBIT INDEX
Exhibit Page
Number Exhibit Number
- ------- --------------------------------- ------
24 Consent of Deloitte & Touche LLP
<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
23, 1997, appearing in this Annual Report on Form 11-K of Met-Coil Retirement
Plan for the year ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
Cedar Rapids, Iowa
June 23, 1997
