MET COIL SYSTEMS CORP
SC 13G/A, 1999-01-28
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. 11)(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 SHARES |  5   |  SOLE VOTING POWER
BENEFICIALLY     |      |      0
OWNED BY EACH    |--------------------------------------------------------------
REPORTING        |  6   |      168,847
PERSON WITH      |      |  SHARED VOTING POWER
                 |--------------------------------------------------------------
                 |  7   |      0
                 |      |  SOLE DISPOSITIVE POWER
                 |--------------------------------------------------------------
                 |  8   |      168,847
                 |      |  SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       168,847

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

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
       4.7%

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

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 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:   ...................    168,847

               (b)  Percent of Class:   ............................        4.7%

               (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   ...................    168,847

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

                         (iv)  Shared power to dispose or to
                               direct the disposition of  ..........    168,847



<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 3, 1999

                                       MET-COIL SYSTEMS CORPORATION
                                       EMPLOYEE STOCK OWNERSHIP PLAN




                                       By: \s\ Frank Ceynar
                                          -------------------------------------
                                          Mercantile Bank Cedar Rapids, Trustee
                                          Name:  Frank Ceynar
                                          Title:  Vice President/Trust Officer




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