<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
Annual Report Pursuant to Section 15 (d)
of the Securities Exchange Act of 1934
For the year ended December 31, 1998 Commission file number 0-13880
A. Full title of the Plan
ENGINEERED SUPPORT SYSTEMS, INC. EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
ENGINEERED SUPPORT SYSTEMS, INC.
1270 NORTH PRICE ROAD
ST. LOUIS, MISSOURI 63132
(314) 993-5880
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator has duly caused this Annual Report to be signed by
the undersigned, thereunto duly authorized.
ENGINEERED SUPPORT SYSTEMS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
Date: 6/29/99 Gary C. Gerhardt
---------------- ---------------------------------------
Gary C. Gerhardt
Executive Vice President and
Chief Financial Officer of
Engineered Support Systems, Inc.
and Member of the Administrative
Committee of the Plan
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PRICEWATERHOUSECOOPERS LLP
June 25, 1999
To the Participants and Administrator of
Engineered Support Systems, Inc.
Employee Stock Ownership Plan
In our opinion, the accompanying statements of net assets available for
plan benefits with fund information and the related statements of
changes in net assets available for plan benefits with fund information
present fairly, in all material respects, the net assets available for
plan benefits of the Engineered Support Systems, Inc. Employee Stock
Ownership Plan at December 31, 1998 and 1997, and the changes in the net
assets available for plan benefits for the years then ended in
conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan Administrator;
our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing
standards which require that we plan and perform the audits 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, assessing the accounting principles used and significant
estimates made by the Plan Administrator, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The Fund Information in
the statements of net assets available for plan benefits with fund
information and the statements of changes in net assets available for
plan benefits with fund information is presented for purposes of
additional analysis rather than to present the net assets available for
plan benefits and changes in net assets available for plan benefits of
each fund. This Fund Information is the responsibility of the Plan's
management. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
PRICEWATERHOUSECOOPERS LLP
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<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
ENGINEERED SUPPORT SYSTEMS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
December 31, 1998
<CAPTION>
Fund Information
-------------------------------------------------------
ESSI Target Emerging Overseas
Stock Value Growth Equity
Total Fund Portfolio Portfolio Portfolio
----- ---- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Assets:
Cash and cash equivalents $246,879 $32,057 $6,063 $4,306 $2,865
Investments, at fair value 18,811,177 9,497,866 919,342 779,017 1,111,479
Contributions receivable:
Employer 4,377 4,377
----------- ---------- -------- -------- ----------
19,062,433 9,534,300 925,405 783,323 1,114,344
Liabilities:
Accrued interest 4,377 4,377
Long-term debt 701,100 701,100
----------- ---------- -------- -------- ----------
705,477 705,477
----------- ---------- -------- -------- ----------
Net Assets Available
for Plan Benefits $18,356,956 $8,828,823 $925,405 $783,323 $1,114,344
=========== ========== ======== ======== ==========
<CAPTION>
Fund Information
---------------------------------------------------------------------
Capital Value Strategic Guaranteed
Growth Equity Bond Investment Loan
Portfolio Portfolio Portfolio Portfolio Fund
--------- --------- --------- --------- ----
<S> <C> <C> <C> <C> <C>
Assets:
Cash and cash equivalents $9,609 $12,048 $3,560 $176,371
Investments, at fair value 2,055,934 2,219,888 866,943 955,409 $405,299
Contributions receivable:
Employer
---------- ---------- -------- ---------- --------
2,065,543 2,231,936 870,503 1,131,780 405,299
Liabilities:
Accrued interest
Long-term debt
---------- ---------- -------- ---------- --------
---------- ---------- -------- ---------- --------
Net Assets Available
for Plan Benefits $2,065,543 $2,231,936 $870,503 $1,131,780 $405,299
========== ========== ======== ========== ========
See notes to financial statements.
</TABLE>
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<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
ENGINEERED SUPPORT SYSTEMS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
December 31, 1997
<CAPTION>
Fund Information
---------------------------------------
ESSI Strategic Overseas
Stock Growth Equity
Total Fund Portfolio Portfolio
----- ---- --------- ---------
<S> <C> <C> <C> <C>
Assets:
Cash and cash equivalents $ 32,006 $ 3,553 $ 7,055 $ 4,418
Investments, at fair value 12,756,735 7,564,565 977,657 523,433
Contributions receivable:
Employer 6,212 6,212
----------- ---------- -------- --------
12,794,953 7,574,330 984,712 527,851
Liabilities:
Accrued interest 6,212 6,212
Long-term debt 848,700 848,700
----------- ---------- -------- --------
854,912 854,912
----------- ---------- -------- --------
Net Assets Available
for Plan Benefits $11,940,041 $6,719,418 $984,712 $527,851
=========== ========== ======== ========
<CAPTION>
Fund Information
-------------------------------------------------------
Target Balanced Guaranteed
Value Asset Investment Loan
Portfolio Portfolio Portfolio Fund
--------- --------- --------- ----
<S> <C> <C> <C> <C>
Assets:
Cash and cash equivalents $ 6,245 $ 5,857 $ 4,878
Investments, at fair value 1,463,893 1,089,939 931,683 $205,565
Contributions receivable:
Employer
---------- ---------- -------- --------
1,470,138 1,095,796 936,561 205,565
Liabilities:
Accrued interest
Long-term debt
---------- ---------- -------- --------
---------- ---------- -------- --------
Net Assets Available
for Plan Benefits $1,470,138 $1,095,796 $936,561 $205,565
========== ========== ======== ========
See notes to financial statements.
</TABLE>
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<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
ENGINEERED SUPPORT SYSTEMS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
For the Year Ended December 31, 1998
<CAPTION>
Fund Information
-----------------------------------------------------------------------
ESSI Strategic Target Balanced Emerging
Stock Growth Value Asset Growth
Total Fund Portfolio Portfolio Portfolio Portfolio
----- ---- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $594,884 $113,078 $37,078 $87,160 $35,132 $29,609
Employer contributions 513,240 513,240
Realized and unrealized
gains, net 1,455,290 1,455,290
Net gain (loss) from common
collective trusts 746,488 225,329 (25,313) 148,059 (33,307)
Interest & dividend income 51,785 18,875 94 12 120 2
Transfer from Marlo Coil
Employees Retirement
Plan (Note D) 5,999,140 569,659 424,704 474,286
Transfers (to) from
other funds 750,742 (1,062,613) (778,018) (1,168,122) 385,277
----------- ---------- ---------- --------- ---------- --------
9,360,827 3,420,884 (800,112) (291,455) (984,811) 855,867
----------- ---------- ---------- --------- ---------- --------
Deductions:
Participant withdrawals 2,882,640 1,250,207 184,600 253,278 110,985 72,544
Interest expense 61,272 61,272
----------- ---------- ---------- --------- ---------- --------
2,943,912 1,311,479 184,600 253,278 110,985 72,544
----------- ---------- ---------- --------- ---------- --------
Net increase (decrease) 6,416,915 2,109,405 (984,712) (544,733) (1,095,796) 783,323
Net Assets Available for
Plan Benefits at
Beginning of Year 11,940,041 6,719,418 984,712 1,470,138 1,095,796
----------- ---------- ---------- --------- ---------- --------
Net Assets Available for
Plan Benefits at
End of Year $18,356,956 $8,828,823 $0 $925,405 $0 $783,323
=========== ========== ========== ========= ========== ========
<CAPTION>
Fund Information
------------------------------------------------------------------------------------
Overseas Capital Value Strategic Guaranteed
Equity Growth Equity Bond Investment Loan
Portfolio Portfolio Portfolio Portfolio Portfolio Fund
--------- --------- --------- --------- --------- ----
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $77,333 $72,320 $81,304 $20,716 $41,154
Employer contributions
Realized and unrealized
gains, net
Net gain (loss) from common
collective trusts 70,441 138,502 134,068 28,721 59,988
Interest & dividend income 7 6 7 2 5,632 $27,028
Transfer from Marlo Coil
Employees Retirement
Plan (Note D) 765,676 1,099,922 1,346,421 468,475 773,432 76,565
Transfers (to) from
other funds (163,285) 931,518 836,587 485,266 (340,187) 122,835
---------- ---------- ---------- --------- ---------- --------
750,172 2,242,268 2,398,387 1,003,180 540,019 226,428
---------- ---------- ---------- --------- ---------- --------
Deductions:
Participant withdrawals 163,679 176,725 166,451 132,677 344,800 26,694
Interest expense
---------- ---------- ---------- --------- ---------- --------
163,679 176,725 166,451 132,677 344,800 26,694
---------- ---------- ---------- --------- ---------- --------
Net increase (decrease) 586,493 2,065,543 2,231,936 870,503 195,219 199,734
Net Assets Available for
Plan Benefits at
Beginning of Year 527,851 936,561 205,565
---------- ---------- ---------- --------- ---------- --------
Net Assets Available for
Plan Benefits at
End of Year $1,114,344 $2,065,543 $2,231,936 $870,503 $1,131,780 $405,299
========== ========== ========== ========= ========== ========
See notes to financial statements.
</TABLE>
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<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
ENGINEERED SUPPORT SYSTEMS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
For the Year Ended December 31, 1997
<CAPTION>
Fund Information
---------------------------------------
ESSI Strategic Overseas
Stock Growth Equity
Total Fund Portfolio Portfolio
----- ---- --------- ---------
<S> <C> <C> <C> <C>
Additions:
Employee contributions $417,918 $61,739 $94,102 $39,320
Employer contributions 366,957 366,957
Realized and unrealized
gains, net 1,602,288 1,602,288
Net gain from common/
collective trusts 660,722 136,409 31,916
Interest & dividend income 59,188 37,449 1,992 62
Transfers (to) from
other funds (587,289) 135,682 458,210
----------- ---------- -------- --------
3,107,073 1,481,144 368,185 529,508
----------- ---------- -------- --------
Deductions:
Participant withdrawals 1,019,523 555,405 50,452 1,657
Interest expense 67,521 67,521
----------- ---------- -------- --------
1,087,044 622,926 50,452 1,657
----------- ---------- -------- --------
Net increase (decrease) 2,020,029 858,218 317,733 527,851
Net Assets Available for
Plan Benefits at
Beginning of Year 9,920,012 5,861,200 666,979
----------- ---------- -------- --------
Net Assets Available for
Plan Benefits at
End of Year $11,940,041 $6,719,418 $984,712 $527,851
=========== ========== ======== ========
<CAPTION>
Fund Information
-------------------------------------------------------
Target Balanced Guaranteed
Value Asset Investment Loan
Portfolio Portfolio Portfolio Fund
--------- --------- --------- ----
<S> <C> <C> <C> <C>
Additions:
Employee contributions $90,560 $80,992 $51,205
Employer contributions
Realized and unrealized
gains, net
Net gain from common/
collective trusts 265,352 162,878 64,167
Interest & dividend income 627 (365) 478 $18,945
Transfers (to) from
other funds 147,710 (9,704) (142,345) (2,264)
---------- ---------- --------- --------
504,249 233,801 (26,495) 16,681
---------- ---------- --------- --------
Deductions:
Participant withdrawals 96,158 123,353 178,692 13,806
Interest expense
---------- ---------- --------- --------
96,158 123,353 178,692 13,806
---------- ---------- --------- --------
Net increase (decrease) 408,091 110,448 (205,187) 2,875
Net Assets Available for
Plan Benefits at
Beginning of Year 1,062,047 985,348 1,141,748 202,690
---------- ---------- --------- --------
Net Assets Available for
Plan Benefits at
End of Year $1,470,138 $1,095,796 $936,561 $205,565
========== ========== ========= ========
See notes to financial statements.
</TABLE>
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NOTES TO FINANCIAL STATEMENTS
ENGINEERED SUPPORT SYSTEMS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
December 31, 1998
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Engineered Support Systems, Inc.
Employee Stock Ownership Plan (the Plan) are presented on the accrual
basis of accounting. Benefits due to former participants are recorded
as a reduction in net assets available for Plan benefits when paid. At
December 31, 1998 and 1997, undistributed withdrawals to former
participants totaled $206,053 and $732,956, respectively, representing
allocations of net assets available for Plan benefits.
Investments in the ESSI Stock Fund are stated at fair value based on the
last reported sales price of Engineered Support Systems, Inc. (the
Company) common stock on December 31, 1998 and 1997, respectively.
Investments in the Strategic Growth Portfolio (managed by Nicholas-
Applegate Capital Management), the Overseas Equity Portfolio (managed by
Brandes Investment Partners), the Target Value Portfolio (managed by
Jurika & Voyles), the Balanced Asset Portfolio (managed by Avatar
Associates Investment Counsel), the Emerging Growth Portfolio (managed
by Warburg Pincus Asset Management), the Value Equity Portfolio (managed
by Scudder Kemper Investments), the Capital Growth Portfolio (managed by
Montag & Caldwell), the Strategic Bond Portfolio (managed by Lazard
Asset Management) and the Guaranteed Investment Portfolio (managed by
Mitchell Hutchins Asset Management) are stated at the fair value of the
underlying portfolio of securities, as determined by the respective
manager.
Investment income is recorded as earned. Net realized gains or losses
on security transactions represent the difference between proceeds
received and cost. In accordance with the policy of stating investments
at fair value, net unrealized appreciation or depreciation is reflected
in the Statements of Net Assets Available for Plan Benefits and the
change in net unrealized appreciation or depreciation is reflected in
the Statements of Changes in Net Assets Available for Plan Benefits.
Notes receivable, which represent all investments in the Loan Fund, are
valued at their outstanding principal amount. These notes bear interest
at a rate equal to the prime interest rate plus one percentage point.
Administrative expenses of the Plan are paid by the Company.
NOTE B - DESCRIPTION OF THE PLAN
The Plan is a combined 401(k) savings plan and a payroll-based employee
stock ownership plan covering the salaried employees and all non-
salaried employees not otherwise covered by a collective bargaining
agreement of the Company and its wholly-owned subsidiaries, Engineered
Air Systems, Inc., Engineered Specialty Plastics, Inc. and Engineered
Coil Company, d/b/a Marlo Coil. Eligible employees age 21 or older who
have attained one year of service may enroll in the Plan. Upon
enrollment, participants may elect to defer from 1% to 15% of their
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compensation in the Plan, up to a maximum of $10,000 and $9,500 for the
years ended December 31, 1998 and 1997, respectively. Under current
Internal Revenue Service regulations, this maximum amount is adjusted
annually for cost of living increases.
Contributions under the Plan consist of the following:
1. The amount of the salary reduction elections of all Plan
participants (the employee contribution).
2. The Company's discretionary contribution of an amount no
less than the amount sufficient to pay the monthly
installments of the bank loan (the employer discretionary
contribution).
3. The Company's matching contribution of no less than 25% of
each employee's contribution up to a maximum of 6% of the
employee's earnings (the employer matching contribution).
Employee contributions and employer matching contributions are 100%
vested. Participants vested at a rate of 20% per year in employer
discretionary contributions prior to January 1, 1997 at which point
these contributions also became 100% vested.
At December 31, 1998, the following investment options existed with
respect to employee contributions:
ESSI Stock Fund, which invests in the Company's common
stock.
Emerging Growth Portfolio, which invests in equity
securities of small market capitalization companies that the
manager believes have significant growth potential.
Capital Growth Portfolio, which invests in equity securities
of large market capitalization companies which the manager
believes have significant growth potential.
Overseas Equity Portfolio, which invests in equity
securities of non-U.S. companies in both mature and emerging
economies around the world.
Target Value Portfolio, which invests in equity securities
of medium market capitalization companies which the manager
believes sell at a discount to actual value.
Value Equity Portfolio, which invests in equity securities
of large market capitalization companies which the manager
believes sell at a discount to actual value.
Strategic Bond Portfolio, which invests in a diversified
range of bonds and other fixed income securities.
Guaranteed Investment Portfolio, which invests in fixed
income securities, primarily insurance and bank investment
contracts.
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All contributions by the Company are made to the ESSI Stock Fund.
The Plan also maintains a Loan Fund, which represents participant
borrowings from existing balances in other Plan funds. These loans are
to be repaid over a period not to exceed five years.
The Plan Administrator is Engineered Air Systems, Inc. acting through
its Chairman, Michael F. Shanahan Sr. Mr. Shanahan has appointed an
Administrative Committee to administer the Plan. The Company bears all
expenses of administering the Plan, including any compensation of the
trustee, PW Trust Company. No trustee fees or other administrative
expenses were paid from Plan assets during the years ended December 31,
1998 or 1997.
Information about the Plan, including provisions for vesting, allocation
of earnings, withdrawal provisions and the impact of Plan termination is
contained in the Summary Plan Description. Copies of the Summary Plan
Description are available from the Company.
At December 31, 1998, Plan participants had elective account balances in
the following funds:
ESSI Stock Fund 194
Emerging Growth Portfolio 115
Capital Growth Portfolio 187
Overseas Equity Portfolio 168
Target Value Portfolio 130
Value Equity Portfolio 181
Strategic Bond Portfolio 77
Guaranteed Investment Portfolio 100
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NOTE C--INVESTMENTS
The following schedule presents information regarding assets held for
investment:
<TABLE>
<CAPTION>
Shares Cost Fair Value
------ ---- ----------
<S> <C> <C> <C>
Balance at December 31, 1998:
- -----------------------------
ESSI Stock Fund
Engineered Support Systems, Inc. common stock 638,512 $ 2,891,817 $ 9,497,866
Emerging Growth Portfolio, managed by
Warburg Pincus Asset Management 15,777 808,705 779,017
Capital Growth Portfolio, managed by
Montag & Caldwell 70,204 1,912,524 2,055,934
Overseas Equity Portfolio, managed by
Brandes Investment Partners 72,437 1,046,802 1,111,479
Target Value Portfolio, managed by
Jurika & Voyles 48,397 684,098 919,342
Value Equity Portfolio, managed by
Scudder Kemper Investments 39,720 2,086,605 2,219,888
Strategic Bond Portfolio, managed by
Lazard Asset Management 59,024 839,865 866,943
Guaranteed Investment Contract Portfolio,
managed by Mitchell Hutchins Asset Management 44,604 833,853 955,409
Loan Fund
Notes receivable from participants bearing
interest rates ranging from 8.25% to 10.00%
with remaining maturities of 1 month to 5 years N/A 405,299 405,299
----------- -----------
$11,509,568 $18,811,177
=========== ===========
Balance at December 31, 1997:
- -----------------------------
ESSI Stock Fund
Engineered Support Systems, Inc. common stock 411,677 $2,404,261 $7,564,565
Strategic Growth Portfolio, managed by
Nicholas-Applegate Capital Management 55,297 737,674 977,657
Overseas Equity Portfolio, managed by
Brandes Investment Partners 39,309 491,546 523,433
Target Value Portfolio, managed by
Jurika & Voyles 82,431 955,638 1,463,893
Balanced Asset Portfolio, managed by
Avatar Associates Investment Counsel 64,970 766,676 1,089,939
Guaranteed Investment Contract Portfolio,
managed by Mitchell Hutchins Asset Management 46,249 791,240 931,683
Loan Fund
Notes receivable from participants bearing
interest rates ranging from 7.0% to 9.75%
with remaining maturities of 1 month to 5 years N/A 205,565 205,565
----------- -----------
$ 6,352,600 $12,756,735
=========== ===========
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NOTE D - CHANGES IN THE PLAN
Effective February 1, 1998, the Company acquired substantially all of
the net assets of Nuclear Cooling, Inc., d/b/a Marlo Coil. Marlo Coil
had previously sponsored the Marlo Coil Employees Retirement Plan, a
qualified defined contribution plan which last received a favorable
determination letter from the Internal Revenue Service in October 1996.
As of June 30, 1998, the Marlo Coil Employees Retirement Plan had net
assets available for plan benefits totaling $5,999,000. Effective July
1, 1998, this plan was merged into the Engineered Support Systems, Inc.
Employee Stock Ownership Plan.
The Plan has pledged shares of the Company's common stock, purchased
with bank loan proceeds, as collateral for its loan with NationsBank.
Each year, NationsBank releases a proportionate number of shares equal
to the ratio of principal and interest paid during the year to the total
of principal and interest paid and to be paid on the loan. The shares
released are allocated to the participant accounts in relation to each
participant's compensation to total participant compensation for the
year. At December 31, 1998, 62,883 shares of the Company's common stock
with a fair value of $935,385 are held in suspense and are pledged as
collateral for the bank loan. 15,883 and 11,118 shares of the Company's
common stock were released from suspense and allocated to participant
accounts for the years ended December 31, 1998 and 1997, respectively.
NOTE E - INCOME TAX STATUS
The Plan received a favorable letter of determination from the Internal
Revenue Service dated September 20, 1996 indicating compliance with
section 401(a) of the Internal Revenue Code and exemption under the
provisions of section 501(a). Therefore, it is the opinion of the Plan
Administrator that, as of December 31, 1998, the Plan is in compliance
with section 401(a) of the Internal Revenue Code and is exempt under the
provisions of section 501(a). Thus, provision for a federal income tax
is not required in the accompanying financial statements.
Participants are not subject to federal income tax on amounts
contributed to their accounts under the 401(k) provisions of the Plan,
or on earnings attributable to such contributions, until such time as
these amounts are distributed to or withdrawn by the participants.
NOTE F - SUBSEQUENT EVENT
Effective June 24, 1998, the Company acquired all of the outstanding
stock of Keco Industries, Inc. (Keco). Keco had previously sponsored
the Keco Industries 401(k) Profit Sharing Plan, a qualified defined
contribution plan which last received a favorable determination letter
from the Internal Revenue Service in August 1993. As of December 31,
1997, the Keco Industries 401(k) Profit Sharing Plan had net assets
available for plan benefits totaling $5,092,000. Effective March 1,
1999, this plan was merged into the Engineered Support Systems, Inc.
Employee Stock Ownership Plan.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-14504) of our report dated June 25, 1999
appearing on page 3 of the Annual Report of the Engineered Support
Systems, Inc. Employee Stock Ownership Plan on Form 11-K for the year
ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
St. Louis, Missouri
June 28, 1999
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