MET COIL SYSTEMS CORP
SC 13G/A, 1998-02-13
METALWORKG MACHINERY & EQUIPMENT
Previous: ST JOE PAPER CO, SC 13G, 1998-02-13
Next: MET COIL SYSTEMS CORP, SC 13G/A, 1998-02-13



<PAGE>   1

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549


                                  ----------

                                 SCHEDULE 13G


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

                           (Amendment No.  10   ) (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 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          -------------------------------------------------------------
 EACH               6    179,693                                        
 REPORTING              SHARED VOTING POWER                             
 PERSON WITH       -------------------------------------------------------------
                    7    0                                              
                        SOLE DISPOSITIVE POWER                          
                   -------------------------------------------------------------
                    8    179,693                                        
                        SHARED DISPOSITIVE POWER                        
- --------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
       179,693

- --------------------------------------------------------------------------------
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
       5.6%

- --------------------------------------------------------------------------------
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 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:   .....................  179,693

             (b)  Percent of Class:   ..............................    5.6%

             (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   ...................... 179,693

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

                      (iv)  Shared power to dispose or to
                            direct the disposition of  ............. 179,693




<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  13, 1998                   
                                                                            
                                     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     






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission