<PAGE> 1
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 May 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 333-16891
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
SpeedFam Employees' Savings and Profit Sharing Plan and Trust
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
SpeedFam International, Inc.
305 North 54th Street
Chandler, Arizona 85226
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:
1. An audited statement of financial condition as of the end of the
latest two fiscal years of the plan (or such lesser period as the plan has been
in existence).
2. An audited statement of income and changes in plan equity for each of
the latest three fiscal years of the plan (or such lesser period as the plan has
been in existence).
3. The statements required by Items 1 and 2 shall be prepared in
accordance with the applicable provisions of Article 6A of Regulation S-X (17
CFR 210.6A-01-.6A-05).
4. In lieu of the requirements of Items 1-3 above, plans subject to ERISA
may file plan financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA. To the extent required by ERISA, the
plan financial statements shall be examined by an independent accountant, except
that the "limited scope exemption" contained in Section 103(a)(3)(C) of ERISA
shall not be available.
Note: A written consent of the accountant is required with respect to the
plan annual financial statements which have been incorporated by reference in a
registration statement on Form S-8 under the Securities Act of 1933. The consent
should be filed as an exhibit to this annual report. Such consent shall be
currently dated and manually signed.
<PAGE> 2
SPEEDFAM INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND
PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS
MAY 31, 1997 AND 1996
(With Independent Auditors' Report Thereon)
<PAGE> 3
SPEEDFAM INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND TRUST
TABLE OF CONTENTS
Page
Independent Auditors' Report ................................................ 1
Statements of Net Assets Available
for Benefits .............................................................. 2
Statements of Changes in Net Assets
Available for Benefits .................................................... 3
Notes to Financial Statements ............................................... 4
Schedule G - Financial Schedules (IRS Form 5500) ............................ 8
-i-
See Notes to Financial Statements and Independent Auditors' Report.
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
To the Board of Trustees of
SpeedFam International, Inc. Employees'
Savings and Profit Sharing Plan and Trust
We have audited the accompanying statements of net assets available for
benefits of SpeedFam International, Inc. Employees' Savings and Profit Sharing
Plan and Trust as of May 31, 1997 and 1996, 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 audit.
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, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of May 31, 1997 and 1996, 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
included in Schedule G-Financial Schedules (IRS Form 5500) is presented for the
purpose of additional analysis and is not a required part of the basic financial
statements but is 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 included in
the Summary of Participants' Equity is presented for the purpose of additional
analysis and is not a required part of the basic financial statements. The
supplemental 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.
August 20, 1997
See Notes to Financial Statements and Independent Auditors' Report.
<PAGE> 5
SPEEDFAM INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
MAY 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS
INVESTMENTS AT FAIR VALUE:
U.S. government securities $ 2,317,195 $ 820,320
Corporate bonds 327,413 325,543
Municipal bond 49,615 49,725
Mutual fund 107,445 103,169
Common stocks 5,960,907 3,172,769
SpeedFam International, Inc. common stock 7,884,346 7,203,290
------------ ------------
16,646,921 11,674,816
------------ ------------
RECEIVABLES:
Employer's contributions:
SpeedFam International, Inc. 2,102,651 1,206,169
Met-Coil Ltd. USA Branch 3,668 2,640
Participants' contributions:
SpeedFam International, Inc. 80,472
Met-Coil Ltd. USA Branch 938 744
Loans to participants 89,203 47,846
Accrued interest receivable 54,310 28,687
Miscellaneous receivable 667 144
------------ ------------
2,331,909 1,286,230
------------ ------------
Cash and equivalents 2,385,118 840,890
------------ ------------
TOTAL ASSETS 21,363,948 13,801,936
------------ ------------
LIABILITIES
Federal tax withheld 326
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 21,363,622 $ 13,801,936
============ ============
</TABLE>
-2-
See Notes to Financial Statements and Independent Auditors' Report.
<PAGE> 6
SPEEDFAM INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED MAY 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Investment income:
Net appreciation in fair value of investments $ 5,386,215 $ 7,352,864
Interest 189,727 133,196
Dividends 63,430 44,923
------------ ------------
5,639,372 7,530,983
------------ ------------
Employer's contributions:
SpeedFam International, Inc. 2,102,651 1,206,169
Met-Coil Ltd. USA Branch 3,668 2,640
Participants' contributions:
SpeedFam International, Inc. 850,820 400,891
Met-Coil Ltd. USA Branch 12,227 8,802
------------ ------------
2,969,366 1,618,502
------------ ------------
TOTAL ADDITIONS 8,608,738 9,149,485
------------ ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Distributions to participants 1,047,052 410,625
------------ ------------
NET INCREASE 7,561,686 8,738,860
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 13,801,936 5,063,076
------------ ------------
END OF YEAR $ 21,363,622 $ 13,801,936
============ ============
</TABLE>
-3-
See Notes to Financial Statements and Independent Auditors' Report.
<PAGE> 7
SPEEDFAM INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 DESCRIPTION OF PLAN AND TRUST
The following description of the SpeedFam International, Inc.
Employees' Savings and Profit Sharing Plan and Trust ("Plan") provides only
general information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
(a) The Plan is a defined contribution plan established by
SpeedFam International, Inc. and any of its affiliates and
subsidiaries (the Company) that adopts the plan.
(b) Employees of the Company are eligible to participate in the
401(k) provisions of the Plan as of the 1st day of June or
December after commencing employment and in the profit
sharing provisions of the Plan as of the 1st day of June
after commencing employment.
(c) Participants' accounts are 100% vested. Company accounts
become 100% vested at date of retirement, death, disability,
or, in the event of earlier resignation or dismissal, at
various rates from 20% to 100% based upon years of service
ranging from 2 to 6 years.
(d) Benefits may be distributed in any one of the following
methods: (i) lump sum; (ii) periodic payments; or (iii)
purchase of a joint and survivor annuity contract.
(e) The Company and its affiliates pay administrative expenses
on behalf of the Plan.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared using the accrual
method of accounting.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results may differ from those estimates.
-4-
See Notes to Financial Statements and Independent Auditors' Report.
<PAGE> 8
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Participant loans
receivable are valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Gain
or loss on disposal of investment securities is determined on an average cost
basis.
Payment of Benefits
Benefits are recorded when paid.
Reclassification
Certain amounts applicable to the prior year have been reclassified to
conform to the 1997 presentation.
-5-
See Notes to Financial Statements and Independent Auditors' Report.
<PAGE> 9
SPEEDFAM INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 3 INVESTMENTS
The Plan's investments are held in a bank-administered trust fund. The
following table presents investments at May 31, 1997 and 1996. Investments that
represent 5% or more of the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
1997 1996
------------------------------ --------------------------------
PRINCIPAL PRINCIPAL
INVESTMENTS AT FAIR VALUE AS AMOUNT OR AMOUNT OR
DETERMINED BY QUOTED MARKET PRICE NUMBER OF MARKET NUMBER OF MARKET
SHARES VALUE SHARES VALUE
<S> <C> <C> <C> <C>
SpeedFam International, Inc.
common stock 216,380 $ 7,884,346 351,380 $ 7,203,290
U.S. government securities $ 2,300,000 2,317,195 $ 800,000 820,320
Corporate bonds $ 325,000 327,413 $ 325,000 325,543
Municipal bond $ 50,000 49,615 $ 50,000 49,725
Mutual fund 10,765 107,445 10,312 103,169
Common stocks 120,913 5,960,907 74,243 3,172,769
----------- -----------
$16,646,921 $11,674,816
=========== ===========
</TABLE>
On October 10, 1995, the shares of SpeedFam International, Inc., were
listed on the NASDAQ Stock Exchange. At May 31, 1997 and 1996, the quoted market
price per share was $36.4375 and $20.50, respectively.
-6-
See Notes to Financial Statements and Independent Auditors' Report.
<PAGE> 10
SPEEDFAM INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 3 INVESTMENTS - CONTINUED
During 1997 and 1996, the Plan's investments (including investments
bought, sold, and held during the year) appreciated (depreciated) in value as
follows:
<TABLE>
<CAPTION>
INVESTMENTS AT FAIR VALUE AS 1997 1996
DETERMINED BY QUOTED MARKET PRICE
<S> <C> <C>
SpeedFam International, Inc. common stock $ 4,334,290 $ 6,621,272
U.S. government securities (12,153) (18,387)
Corporate and municipal bonds 1,760 (7,960)
Mutual fund 262 1,493
Common stocks 1,062,056 756,446
----------- -----------
Net appreciation in fair value $ 5,386,215 $ 7,352,864
=========== ===========
</TABLE>
NOTE 4 TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter that the Plan and related trust are designed in accordance with
applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements of
the IRC.
NOTE 5 PLAN TERMINATION
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 of the Employee Retirement Income
Security Act of 1974. In the event of Plan termination, participants will become
100% vested in their accounts.
-7-
See Notes to Financial Statements and Independent Auditors' Report.
<PAGE> 11
SCHEDULE G -- FINANCIAL SCHEDULES (IRS FORM 5500)
<TABLE>
<CAPTION>
FACE AMOUNT/NO. DESCRIPTION CARRY VALUE TOTAL MARKET
SHARES
* EQUITIES *
COMMON STOCKS
<S> <C> <C> <C>
2,100 AT&T Corporation Common Stock $76,597.50 $77,175.00
1,300 Abbott Laboratories Common Stock 54,292.50 81,900.00
800 Air Products & Chemicals Incorporated Common Stock 31,087.50 62,200.00
2,000 Albertsons Incorporated Common Stock 65,432.50 67,000.00
1,300 Amgen Incorporated Common Stock 80,437.50 86,937.50
600 Atlantic Richfield Company Common Stock 76,560.00 87,300.00
1,600 Automatic Data Processing Incorporated 50,420.00 78,600.00
Common Stock
900 Betzdearborn Inc. Common Stock 55,485.00 57,375.00
800 Bristol Myers Squibb Company Common Stock 25,290.00 58,700.00
1,000 Chevron Corporation Common Stock 36,137.00 70,000.00
</TABLE>
-8-
<PAGE> 12
<TABLE>
<CAPTION>
FACE AMOUNT/NO. DESCRIPTION CARRY VALUE TOTAL MARKET
SHARES
<S> <C> <C> <C>
216,380 Speedfam International Inc. Common Stock 145,349.00 7,884,346.00
1,000 Cisco Systems Incorporated Common Stock 55,375.00 67,750.00
1,300 Computer Associates International Incorporated 56,030.00 71,175.00
Common Stock
650 Conagra Incorporated Common Stock 19,380.83 39,243.75
1,200 Disney Walt Company (Holding Company) 82,482.50 98,250.00
Common Stock
1,000 Duke Realty Investments Incorporated New 26,585.00 38,125.00
1,800 Electronic Data Systems Corp Common Stock 59,761.76 67,275.00
1,800 Emerson Electric Company Common Stock 79,402.50 97,200.00
1,600 Exxon Corporation Common Stock 73,580.00 94,800.00
1,000 Federal National Mortgage Association Common 30,100.00 43,750.00
Stock
1,000 Ford Motor Company Delaware Common Stock 28,225.00 37,500.00
800 GTE Corporation Common Stock 27,080.00 35,300.00
</TABLE>
-9-
<PAGE> 13
<TABLE>
<CAPTION>
FACE AMOUNT/NO. DESCRIPTION CARRY VALUE TOTAL MARKET
SHARES
<S> <C> <C> <C>
1,800 General Electric Company Common Stock 52,785.00 108,675.00
800 Gillette Company Common Stock 30,660.00 71,100.00
1,500 Hewlet Packard Company Common Stock 82,062.50 77,250.00
1,600 Home Depot Incorporated Common Stock 83,397.50 101,000.00
1,450 Jefferson Pilot Corporation Common Stock 58,586.67 92,256.25
1,300 MBNA Corporation Common Stock 45,630.00 44,037.50
1,200 Medtronic Incorporated Common Stock 78,270.00 88,800.00
2,999 Millennium Chemicals Inc Com 58,672.15 57,730.75
2,000 Oracle Corporation Common Stock 74,000.00 93,250.00
1,000 Paine Webber Group Incorporated Common 20,100.00 35,500.00
Stock
1,000 Penney J C Incorporated Common Stock 49,600.00 51,500.00
2,400 Pepsico Incorporated Common Stock 77,640.00 88,200.00
2,100 Philip Morris Companies Incorporated Common 76,320.00 92,400.00
Stock
</TABLE>
-10-
<PAGE> 14
<TABLE>
<CAPTION>
FACE AMOUNT/NO. DESCRIPTION CARRY VALUE TOTAL MARKET
SHARES
<S> <C> <C> <C>
1,200 Pitney Bowes Incorporated Common Stock 55,590.00 84,300.00
2,600 Service Corporation International Common Stock 78,910.00 91,650.00
2,000 TCW/DW Term TR 2003 Shares Beneficial 19,900.00 16,000.00
Interest
1,600 3COM Corporation Common Stock 56,800.00 77,600.00
1,364 Travelers Group, Inc. Common Stock 35,175.00 75,020.00
1,400 U.S. West Incorporated (DEL) Communications 41,252.17 51,100.00
Group Common Stock
800 Wachovia Corporation Common Stock 21,040.00 48,700.00
800 Waste Management Incorporated Common Stock 26,580.00 25,600.00
</TABLE>
-11-
<PAGE> 15
<TABLE>
<CAPTION>
FACE AMOUNT/NO. DESCRIPTION CARRY VALUE TOTAL MARKET
SHARES
*FIXED INCOME SECURITIES*
GOVERNMENT OBLIGATIONS
TREASURY & FEDERAL
AGENCIES
<S> <C> <C> <C>
100,000 Federal Home Loan Bank Bond 100,000.00 99,770.00
Dated 05/28/97 7.000% Due
05/28/2002
100,000 Federal Home Loan Bank Bond 99,750.00 98,840.00
Dated 03/13/96
6.490% Due 03/13/2001
100,000 Federal Home Mortgage Corp. 98,312.50 97,560.00
Dated 04/02/93
6.55% Due 04/02/2003
100,000 Federal National Mortgaged Assn 92,000.00 96,360.00
Notes
Dated 01/10/94
6.400% Due 01/13/2004
100,000 Federal National Mortgage Assn 99,562.50 98,160.00
Bond
Dated 11/12/96
6.950% Due 11/13/2006
100,000 United States Treasury Notes 99,404.00 105,280.00
Dated 02/15/90
8.50% Due 02/15/2000
</TABLE>
-12-
<PAGE> 16
<TABLE>
<CAPTION>
FACE AMOUNT/NO. DESCRIPTION CARRY VALUE TOTAL MARKET
SHARES
STATE AND MUNICIPAL
<S> <C> <C> <C>
50,000 Cache County Utah School District 50,962.50 49,615.00
Taxable Refunding Series B
Dated 05/01/1993
6.950% Due 06/15/2004
NONGOVERNMENT OBLIGATIONS
25,000 International Lease Corp 25,062.50 24,968.00
Dated 08/17/92
6.50% Due 08/15/1999
50,000 JCP Master Credit Card Trust Asset 49,649.50 53,795.00
Backed Certificate Series C
9.625% Due 06/15/2000
100,0000 Pepisco Incorporated Medium Term 100,000.00 97,950.00
Note Dated 10/02/95
7.000% Due 10/02/2007
50,000 Salomon Incorporated Medium 49,900.00 49,290.00
Term Note Dated 02/01/96
7.375% Due 02/01/2008
50,000 Bear Sterns Company Senior Note 55,375.00 51,220.00
9.125% Due 04/15/1998
</TABLE>
-13-
<PAGE> 17
<TABLE>
<CAPTION>
FACE AMOUNT/NO. DESCRIPTION CARRY VALUE TOTAL MARKET
SHARES
<S> <C> <C> <C>
50,000 Standard Credit Card Trust 1990-6 49,792.50 50,190.00
Class A
9.375% Due 07/10/1997
</TABLE>
-14-
<PAGE> 18
<TABLE>
<CAPTION>
FACE AMOUNT/NO. DESCRIPTION CARRY VALUE TOTAL MARKET
SHARES
* EQUITIES *
COMMON STOCKS
<S> <C> <C> <C>
2,400 Abbott Laboratories Common Stock $ 40,365.00 $151,200.00
4,000 Albertsons Incorporated Common 138,950.00 134,000.00
Stock
1,200 American Home Products 38,667.00 91,200.00
Corporation Common Stock
1,000 Clorox Company Common Stock 38,820.00 126,250.00
3,600 Coca Cola Company Common 19,665.00 246,600.00
Stock
3,500 G & K Services Incorporated Class 50,925.00 114,625.00
A Common Stock
2,000 General Electric Company Common 77,050.00 120,750.00
Stock
1,500 Grainger W W Incorporated 90,450.00 120,375.00
Common Stock
3,000 Interpublic Group Companies 108,412.80 179,625.00
Incorporated Common Stock
4,500 Manpower Incorporated Wisconsin 138,400.00 201,375.00
Common Stock
3,750 Mattel Incorporated Common Stock 68,775.00 112,031.25
</TABLE>
-15-
<PAGE> 19
<TABLE>
<CAPTION>
FACE AMOUNT/NO. DESCRIPTION CARRY VALUE TOTAL MARKET
SHARES
<S> <C> <C> <C>
2,000 May Department Stores Company 44,764.00 94,250.00
(DE) Common Stock
2,400 McDonalds Corporation Common 31,215.00 120,600.00
Stock
1,000 Microsoft Corporation Common 31,400.00 124,000.00
Stock
1,500 Motorola Incorporated Common 19,057.50 99,562.50
Stock
3,000 Northern Trust Corporation 61,575.00 147,375.00
Common Stock
3,000 Price T Rowe & Associates 97,650.00 147,750.00
Incorporated Common Stock
3,600 Service Corporation International 50,040.00 126,900.00
Common Stock
3,400 Sigma Aldrich Corporation 94,435.00 104,125.00
Common Stock
5,600 State Street Corporation Common 53,080.00 249,900.00
Stock
4,500 Sysco Corporation Common Stock 154,912.50 156,937.50
2,000 Verifone Incorporated Common 54,350.00 102,250.00
Stock
</TABLE>
-16-
<PAGE> 20
<TABLE>
<CAPTION>
FACE AMOUNT/NO. DESCRIPTION CARRY VALUE TOTAL MARKET
SHARES
<S> <C> <C> <C>
*FIXED INCOME SECURITIES*
GOVERNMENT OBLIGATIONS
TREASURY & FEDERAL AGENCIES
200,000 United States Treasury Notes $194,062.50 $192,312.00
Dated 02/15/1994
5.875% Due 02/15/2004
200,000 United States Treasury Notes 196,620.00 198,310.00
Dated 10/02/1995
6.125% Due 09/30/2000
200,000 United States Treasury Notes 204,734.00 207,500.00
Dated 08/15/1988
9.250% Due 08/15/1998
300,000 United States Treasury Notes 308,191.00 313,035.00
Dated 02/15/1989
8.875% Due 02/15/1999
200,000 United States Treasury Notes 204,406.00 207,060.00
Dated 08/15/1989
8.000% Due 08/15/1999
200,000 United States Treasury Note 202,906.25 200,190.00
Dated 05/31/96
6.500% Due 05/31/2001
200,000 United States Treasury Notes 199,706.00 200,880.00
Dated 03/31/1997
6.625% Due 03/31/2002
</TABLE>
-17-
<PAGE> 21
<TABLE>
<CAPTION>
FACE AMOUNT/NO. DESCRIPTION CARRY VALUE TOTAL MARKET
SHARES
* CASH AND EQUIVALENTS *
<S> <C> <C> <C>
100,000 United States Treasury Notes 102,625.00 101,720.00
Dated 04/15/1991
7.875% Due 04/15/1998
100,000 United States Treasury Notes 105,531.25 100,220.00
Dated 12/31/92
6.00% Due 12/31/1997
10,765 Fidelity Intermediate Bond 107,445.00 107,445.00
------------- --------------
TOTAL $6,657,019.00 $16,646,921.00
============= ==============
</TABLE>
-18-
<PAGE> 22
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPEEDFAM EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
/s/ Roger K. Marach
--------------------------------------
Roger K. Marach
Co-Trustee
<PAGE> 23
[KATZ & MILLER LLP LETTERHEAD]
The Board of Trustees of
SpeedFam International, Inc. Employees'
Savings and Profit Sharing Plan and Trust:
We consent to incorporation by reference in the registration statement on Form
S-8 as filed on November 27, 1996 of SpeedFam International, Inc. Employees'
Savings and Profit Sharing Plan and Trust of our report dated August 20, 1997,
relating to the Statements of Net Assets Available for Benefits of SpeedFam
International, Inc. Employees' Savings and Profit Sharing Plan and Trust as of
May 31, 1997 and 1996, and the related Statements of Changes in Net Assets
Available for Benefits for each of the years in the two year period ended May
31, 1997, and all related schedules, which report appears in the May 31, 1997
annual report on Form 11-K of SpeedFam International, Inc. Employees' Savings
and Profit Sharing Plan and Trust.
/s/ Katz & Miller LLP
- ---------------------------------
Chicago, IL
November 20, 1997
