<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 end May 31, 1998
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 be 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 and Schedules
May 31, 1998 and 1997
(With Independent Auditors' Reports Thereon)
<PAGE> 3
SPEEDFAM INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page(s)
------
<S> <C> <C> <C> <C>
Independent Auditors' Reports.................................................................. 1-2
Statements of Net Assets Available for Plan Benefits,
May 31, 1998 and 1997..................................................................... 3
Statements of Changes in Net Assets Available for
Plan Benefits with 1998 Fund Information,
years ended May 31, 1998 and 1997......................................................... 4
Notes to Financial Statements.................................................................. 5-8
Schedule
--------
Item 27a - Schedule of Assets Held for Investment Purposes,
May 31, 1998.............................................................................. 1 9
Item 27d - Schedule of Reportable Transactions,
year ended May 31, 1998................................................................... 2 11
</TABLE>
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
The Board of Trustees of
SpeedFam International, Inc. Employees'
Savings and Profit Sharing Plan and Trust:
We have audited the accompanying statement of net assets available for plan
benefits of SpeedFam International, Inc. Employees' Savings and Profit
Sharing Plan and Trust (the Plan) as of May 31, 1998, and the related
statement of changes in net assets available for plan benefits for the year
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. The accompanying statement of net assets
available for plan benefits of the SpeedFam International, Inc. Employees'
Savings and Profit Sharing Plan and Trust as of May 31, 1997 and the relate
statement of changes in net assets available for plan benefits for the year
then ended were audited by other auditors whose report thereon dated August
20, 1997, expressed an unqualified opinion on those statements.
We conducted our audit 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 audit
provides 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 plan benefits as of
May 31, 1998, and the changes in net assets available for plan benefits for
the year then ended in conformity with generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the May
31, 1998 basic financial statements taken as a whole. The supplemental
information included in Schedules 1 and 2 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 fund information in
the statement of changes in net assets available for plan benefits for the
year ended May 31, 1998 is presented for the purpose of additional analysis
rather than to present the changes in net assets available for plan
benefits of each fund. The supplemental schedules and fund information have
been subjected to the auditing procedures applied in the audit of the May
31, 1998 basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements
taken as a whole.
KPMG Peat Marwick LLP
November 13, 1998
1
<PAGE> 5
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 statement of net assets available for benefits
of SpeedFam International, Inc. Employees' Savings and Profit Sharing Plan and
Trust as of May 31, 1997 and the related statement of changes in net assets
available for benefits for the year 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 out audit 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 audit provides 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 the changes in net assets available for benefits for the year
then ended in conformity with generally accepted accounting principles.
Katz & Miller LLP
August 20, 1997
2
<PAGE> 6
SPEEDFAM INTERNATIONAL, INC. EMPLOYEES'
SAVINGS AND PROFIT SHARING PLAN AND TRUST
Statements of Net Assets Available for Plan Benefits
May 31, 1998 and 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
----------- ----------
<S> <C> <C>
Cash and equivalents $ 1,283,651 2,385,118
Investments at fair value:
Mutual funds:
Norwest Stable Return Fund 290,377 --
Norwest Stable Income Fund 216,421 --
Norwest Index Fund 1,495,622 --
Norwest Small Cap Opportunities Fund 801,760 --
Balanced fund:
U.S. government securities 5,414,625 2,317,195
Corporate bonds 232,436 327,413
Municipal bonds 51,910 49,615
Mutual funds -- 107,445
Common stocks 8,291,555 5,960,581
SpeedFam International, Inc. common stock 3,302,910 7,884,346
----------- ----------
Total investments 20,097,616 16,646,595
Employee contribution receivable -- 81,410
Employer contribution receivable 508,785 2,106,319
Accrued interest receivable 114,874 54,310
Miscellaneous receivable 20,563 667
Loans to participants 162,739 89,203
----------- ----------
Net assets available for plan benefits $22,188,228 21,363,622
=========== ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 7
SPEEDFAM INTERNATIONAL, INC. EMPLOYEES'
SAVINGS AND PROFIT SHARING PLAN AND TRUST
Statements of Changes in Net Assets Available for Plan
Benefits with Fund Information
Years ended May 31, 1998 and 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Norwest Norwest Norwest
Stable Stable Norwest Small Cap
Cash and Return Income Index Opportunities
equivalents Fund Fund Fund Fund
----------- ------- ------- --------- -------------
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Net appreciation/
(depreciation) $ -- 8,338 (1,217) 85,159 37,139
Interest and dividends -- 9,067 5,316 17,621 978
----------- ------- ------- --------- -------
-- 17,405 4,099 102,780 38,117
----------- ------- ------- --------- -------
Employer contributions -- -- -- -- --
Employee contributions -- 52,422 36,896 417,254 258,116
----------- ------- ------- --------- -------
Total contributions -- 52,422 36,896 417,254 258,116
Loan repayments -- 181 460 3,410 4,364
----------- ------- ------- --------- -------
Total additions -- 70,008 41,455 523,444 300,597
Withdrawals 2,364 (15,781) (9,527) (61,521) (38,057)
Loans issued -- (2,884) (3,624) (16,321) (21,490)
Interfund transfers (1,103,831) 69,303 188,117 1,050,020 560,710
----------- ------- ------- --------- -------
Increase (decrease) in
net assets available
for plan benefits (1,101,467) 120,646 216,421 1,495,622 801,760
Net assets at
beginning of year 2,385,118 169,731 -- -- --
----------- ------- ------- --------- -------
Net assets at end of year $ 1,283,651 290,377 216,421 1,495,622 801,760
=========== ======= ======= ========= =======
</TABLE>
<TABLE>
<CAPTION>
Balanced Plan 1998 1997
Fund receivables Loans Total Total
---------- ------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Net appreciation/
(depreciation) (1,199,708) -- -- (1,070,289) 5,386,215
Interest and dividends 481,013 114,874 -- 628,869 253,157
---------- ------- ------- ---------- ----------
(718,695) 114,874 -- (441,420) 5,639,372
---------- ------- ------- ---------- ----------
Employer contributions -- 508,785 -- 508,785 2,106,319
Employee contributions 669,922 -- -- 1,434,610 863,047
---------- ------- ------- ---------- ----------
Total contributions 669,922 508,785 -- 1,943,395 2,969,366
Loan repayments 10,834 -- (10,118) 9,131 --
---------- ------- ------- ---------- ----------
Total additions (37,939) 623,659 (10,118) 1,511,106 8,608,738
Withdrawals (575,408) 11,430 -- (686,500) (1,047,052)
Loans issued (137,671) -- 181,990 -- --
Interfund transfers 1,567,590 (2,233,573) (98,336) -- --
---------- ------- ------- ---------- ----------
Increase (decrease) in
net assets available
for plan benefits 816,572 (1,598,484) 73,536 824,606 7,561,686
Net assets at
beginning of year 16,476,864 2,242,706 89,203 21,363,622 13,801,936
---------- ------- ------- ---------- ----------
Net assets at end of year 17,293,436 644,222 162,739 22,188,228 21,363,622
========== ======= ======= ========== ==========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 8
SPEEDFAM INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
Notes to Financial Statements
- -------------------------------------------------------------------------------
(1) PLAN DESCRIPTION
The following brief description of the SpeedFam International, Inc.
Employees' Savings and Profit Sharing Plan and Trust (the Plan) is
provided for general information purposes only. Participants should
refer to the plan agreement for more complete information. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
(a) The Plan is a defined contribution plan established by SpeedFam
International, Inc. and any of its affiliates and subsidiaries
(the Company) that adopt the plan.
(b) Employees of the Company are eligible to participate in the 401(k)
provisions of the Plan as of the first day of June or December
after commencing employment, and in the profit sharing provisions
of the Plan as of the first day after commencing employment.
(c) Participants' accounts are 100% vested. Company accounts become
100% vested at the 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) Upon enrollment in the Plan, a participant may direct employee
contributions in any of five investment options, as summarized
below:
- Norwest Stable Return Fund - invests in high yielding
instruments such as guaranteed investment contracts (GIC's),
GIC alternatives, marketable securities and money market
investments.
- Norwest Stable Income Fund - invests in marketable and fixed
income securities (bonds) that provide low price fluctuation
while achieving a competitive yield.
- Norwest Index Fund - invests in common stocks which comprise
the Standard & Poor's 500 Index.
- Norwest Small Cap Opportunities Fund - invests in equity
securities using a bottom-up, research-intensive-approach
which identifies under followed securities where a shift or
change in the fundamental policies of the Company has not yet
been reflected in stock prices.
- Balanced Fund - invests in common stock and maintains an
investment in the stock of the Company.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) FINANCIAL STATEMENT PRESENTATION
The accompanying financial statements have been prepared on the accrual
basis of accounting and present the net assets available for plan
benefits and the changes in those net assets.
5
<PAGE> 9
SPEEDFAM INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
Notes to Financial Statements
(b) INVESTMENTS
The Plan's investments are stated at fair value. Participant loans
receivable are valued at cost which approximates fair value. Gain or
loss on disposal of investment securities is determined on an average
cost basis.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded when earned. Dividends are recorded on the
ex-dividend date.
(c) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to make
estimates and assumptions that affect the reported amounts of net assets
available for plan benefits at the date of the financial statements and
the reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
(3) INVESTMENTS
At May 31, the following investments, at fair value, represented 5% or
more of the Plan's net assets:
<TABLE>
<CAPTION>
1998 1997
---------- ---------
<S> <C> <C>
Norwest Index Fund $1,495,622 --
SpeedFam International, Inc. common stock 3,302,910 7,884,346
========== =========
</TABLE>
During 1998 and 1997, the changes in realized and unrealized
appreciation (depreciation) of the Plan's investments, including
investments bought and sold as well as those held during those years,
were as follows:
<TABLE>
<CAPTION>
1998 1997
----------- ---------
<S> <C> <C>
Norwest Stable Return Fund $ 8,338 --
Norwest Stable Income Fund (1,217) --
Norwest Index Fund 85,159 --
Norwest Small Cap Opportunities Fund 37,139 --
Balanced Fund (1,199,708) 5,386,215
----------- ---------
Net appreciation (depreciation) in fair value of investments $(1,070,289) 5,386,215
=========== =========
</TABLE>
6
<PAGE> 10
SPEEDFAM INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
Notes to Financial Statements
(4) BENEFITS
Participants are immediately vested in their voluntary contributions and
Company matching contributions, plus actual earnings thereon. A
participant becomes fully vested in the Company profit sharing portion
of their account plus earnings thereon upon six years of service, normal
retirement at age 65, or permanent disability or death prior to
retirement. If employment is terminated prior to six years of service,
vesting is determined in accordance with the following schedule:
<TABLE>
<CAPTION>
Vested
Years of service percentage
---------------- ----------
<S> <C>
Less than 2 years 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
</TABLE>
The plan agreement specifies that forfeitures are allocated according to
the ratio of each participant's compensation to the total of all
participants' compensation.
Benefits are distributed in either a lump-sum payment following
termination or retirement date (but not later than age 70-1/2 years) or
in payments of principal in periodic installments over a period not to
exceed the joint life expectancy of the participants and their
designated beneficiary. Tax deferred savings benefits are distributed in
accordance with Internal Revenue Service guidelines.
(5) FUNDING POLICY
All eligible participants may elect at time of enrollment to contribute
a pretax portion of their compensation in an amount not less than 2% and
not to exceed the lesser of 15% of eligible compensation or $10,000 in
1998, for tax-deferred treatment. The investment elections may be
changed or discontinued at any time by written authorization from the
participant. Changes become effective on the first of June or December
following the election.
The Company may contribute discretionary matching amounts, which are
credited as soon as administratively possible after the end of each year
to participant accounts at the discretionary rate on the first 6% of
participant compensation contributed. The discretionary matching
contributions for the years ended May 31, 1998 and 1997 were $508,785
and $123,191, respectively.
The Company may also contribute a discretionary amount as profit sharing
as determined each year by the Board of Directors. No profit sharing
contribution was made for the year ended May 31, 1998. The profit
sharing contribution for the year ended May 31, 1998 was $1,983,128.
7
<PAGE> 11
SPEEDFAM INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
Notes to Financial Statements
(6) PLAN TERMINATION
The Company has the right under the Plan to discontinue its
contributions at any time and terminate the Plan subject to the
provisions of ERISA. In the event the Plan is terminated, all amounts
credited to the accounts of the affected participants will become fully
vested and nonforfeitable.
(7) ADMINISTRATIVE EXPENSES
The Company assumes the liability for administrative expenses related to
the Plan.
(8) INCOME TAXES
The Plan has received a favorable determination letter from the Internal
Revenue Service, dated September 12, 1995, indicating that it is
qualified under Section 401(a) of the Internal Revenue Code (the Code)
and therefore the related trust is exempt from tax under Section 501(a)
of the Code. The Plan Administrator is not aware of any activity or
transactions that may adversely affect the qualified status of the Plan.
(9) RECLASSIFICATIONS
Certain items in the prior year's financial statements have been
reclassified to conform to the current year's presentation.
(10) NET ASSETS AVAILABLE FOR PLAN BENEFITS
Amounts to be paid from net assets available for plan benefits to
withdrawing participants as of May 31, 1998 and 1997 were $137,869 and
$184,456, respectively.
8
<PAGE> 12
Schedule 1
SPEEDFAM INTERNATIONAL, INC. EMPLOYEES'
SAVINGS AND PROFIT SHARING PLAN AND TRUST
Item 27a - Schedule of Assets Held for Investment Purposes
May 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Description of investment,
Identity of issue, including maturity date,
borrower, lessor, or rate of interest, collateral, Current
similar party par or maturity value Units Cost value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Registered investment
companies:
Norwest Stable Return Fund Mutual Fund 11,265 $ 286,715 290,377
Norwest Stable Income Fund Mutual Fund 21,002 217,485 216,421
Norwest Index Fund Mutual Fund 32,164 1,406,810 1,495,622
Norwest Small Cap Opportunities Fund Mutual Fund 33,861 767,433 801,760
Norwest Advantage Money Market Fund 1,283,651 1,283,651 1,283,651
Individual assets held:
U.S Treasury U.S. Treasury note 3/31/97
6.625%, 3/31/2002 1,000,000 1,027,581 1,034,688
U.S Government U.S. Treasury note 2/15/94
5.875%, 2/15/2004 1,000,000 1,007,563 1,014,688
U.S Government U.S. Treasury note 10/2/95
6.125%, 9/30/2000 500,000 496,151 506,250
U.S Government U.S. Treasury note 8/15/88
9.25%, 8/15/98 500,000 518,406 504,063
U.S Government U.S. Treasury note 2/15/89
8.875%, 2/15/98 300,000 312,889 306,844
U.S Government U.S. Treasury note 8/15/89
8.00%, 8/15/99 500,000 515,094 514,219
U.S Government U.S. Treasury note 5/31/96
6.50%, 5/31/2001 1,000,000 1,024,492 1,025,313
U.S Government U.S. Treasury note 2/15/90
8.50%, 2/15/2000 100,000 99,404 104,750
U.S Government Federal Home Loan Bank,
Callable 5/28/97, 7.00%, 5/28/2002 100,000 100,000 101,125
U.S Government Federal Home Loan Mortgage Corp.,
4/2/93, 6.550%, 4/2/2003 100,000 98,313 99,969
U.S Government Federal National Mortgage Association
1/10/94, 6.4%, 1/13/2004 100,000 92,000 100,031
U.S Government Federal National Mortgage Association
Callable 6.95%, 11/13/2006 100,000 99,563 102,688
JC Penney Mortgage Backed Securities, 4/30/90
9.625%, 6/30/2000 50,000 49,650 53,760
Cache County, Utah Municipal School District Obligation
5/1/93, 6.950%, 6/15/2004 50,000 50,963 51,910
International Lease Fin. Corp. Non-redeemable Bond, 8/17/92
6.500%, 8/15/99 25,000 25,063 25,175
Pepsico Inc. Callable Bond 10/2/95, 7.00%, 10/2/2007 100,000 100,000 100,050
Salomon Inc. Callable Bond 2/1/96, 7.375%, 2/1/2008 50,000 49,900 53,450
Abbott Laboratories Common stock 7,400 94,658 277,038
Air Express Intl. Corp. Common stock 8,000 221,454 206,500
Albertsons Inc. Common stock 3,000 102,191 138,938
American Home Products Corp. Common stock 2,400 38,667 115,950
American Power Conversion Common stock 5,000 148,900 150,000
Amgen Inc. Common stock 1,300 80,438 78,650
Automatic Data Processing Inc. Common stock 1,600 50,420 101,800
Bristol Meyers Squibb Co. Common stock 1,500 100,225 161,250
Callaway Golf Common stock 10,000 320,511 206,250
Cisco Systems Common stock 1,500 55,357 113,438
Clorox Co. Common stock 2,000 38,820 167,250
Coca Cola Co. Common stock 3,600 24,336 282,150
Walt Disney Holding Co. Common stock 1,200 82,483 135,900
Emerson Electric Co. Common stock 3,400 168,251 206,550
Exxon Corp. Common stock 3,000 164,272 211,500
</TABLE>
9
<PAGE> 13
Schedule 1, Cont.
SPEEDFAM INTERNATIONAL, INC. EMPLOYEES'
SAVINGS AND PROFIT SHARING PLAN
Item 27a -Schedule of Assets Held for Investment Purposes
May 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Description of investment,
Identity of issue, including maturity date,
borrower, lessor, or rate of interest, collateral, Current
similar party par or maturity value Units Cost value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Individual assets held:
G&K Services Inc. Common stock 6,000 139,800 234,000
General Electric Co. Common stock 3,800 129,835 316,825
Gillette Co. Common stock 800 30,660 93,700
Grainger Inc. Common stock 1,500 90,450 158,344
Hewlett Packard Co. Common stock 3,500 136,413 218,094
Home Depot Inc. Common stock 2,400 83,398 188,550
Interpublic Group Co. Common stock 6,000 181,425 355,875
Jefferson Pilot Corp. Common stock 2,175 58,587 124,519
Manpower Inc. Common stock 10,000 339,269 429,375
Mattel Inc. Common stock 6,000 144,780 227,250
McDonalds Corp. Common stock 4,100 120,145 269,063
Medtronic Inc. Common stock 5,000 208,092 278,125
Microsoft Corp. Common stock 2,000 31,400 169,625
Northern Trust Corp. Common stock 4,000 120,730 282,125
Pitney Bowes Inc. Common stock 2,400 55,590 112,800
Price (T. Rowe) Associates Common stock 7,000 131,790 248,063
Service Corp. International Common stock 10,000 279,240 401,878
Sigma Aldrich Corp. Common stock 6,100 189,016 222,650
State Street Corp. Common stock 5,600 53,080 386,050
Sysco Corp. Common stock 11,000 192,380 256,438
Traveler Group Inc. Common stock 2,046 21,990 125,318
Viking Office Products Inc. Common stock 12,500 271,753 357,422
Wachovia Corp. Common stock 800 21,040 64,050
Hong Kong Telecommunications Common stock 12,000 244,860 218,250
SpeedFam International, Inc. Common stock 169,380 113,485 3,302,910
SpeedFam International (Loan fund) Participants' Loans 162,739 162,739 162,739
------- ---------- ---------
Total investments $14,872,056 21,544,006
=========== ==========
</TABLE>
See accompanying independent auditors report.
10
<PAGE> 14
Schedule 2
SPEEDFAM INTERNATIONAL, INC. EMPLOYEES'
SAVINGS AND PROFIT SHARING PLAN AND TRUST
Item 27d - Schedule of Reportable Transactions
Year ended May 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number
Identity of of Purchase Selling
equity involved Description of assets transactions price price
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Series of transactions or single transaction in excess of 5% of plan assets:
Purchases:
Norwest Stable Return Fund 43 $ 353,599 --
Norwest Stable Income Fund 38 233,320 --
Norwest Index Fund 45 2,146,006 --
Norwest Small Cap Opportunities Fund 20 842,340 --
Sales:
Norwest Stable Return Fund 10 -- 67,663
Norwest Stable Income Fund 4 -- 15,782
Norwest Index Fund 12 -- 740,008
Norwest Small Cap Opportunities Fund 14 -- 80,019
</TABLE>
<TABLE>
<CAPTION>
Current
value of
assets on Net
Identity of Cost of transaction gain
equity involved Description of assets assets date (loss)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Series of transactions or single transaction in excess of 5% of plan assets:
Purchases:
Norwest Stable Return Fund 353,599 353,599 --
Norwest Stable Income Fund 233,320 233,320 --
Norwest Index Fund 2,146,006 2,146,006 --
Norwest Small Cap Opportunities Fund 842,340 842,340 --
Sales:
Norwest Stable Return Fund 66,883 67,663 780
Norwest Stable Income Fund 15,835 15,782 (53)
Norwest Index Fund 739,196 740,008 812
Norwest Small Cap Opportunities Fund 74,907 80,019 5,112
</TABLE>
See accompanying independent auditors' report.
11
<PAGE> 15
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
November 24, 1998 /s/ Roger K. Marach
------------------------------
Roger K. Marach
Co-Trustee
<PAGE> 16
Exhibit Index
Exhibit
No. Description
- ------- -----------
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Katz & Miller LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
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. of our report
dated November 13, 1998, relating to the Statement of Net Assets Available for
Plan Benefits of SpeedFam International, Inc. Employees' Savings and Profit
Sharing Plan and Trust as of May 31, 1998, and the related Statement of Changes
in Net Assets Available for Plan Benefits for the year then ended, which report
appears in the May 31, 1998 annual report on Form 11-K of SpeedFam
International, Inc. Employees' Savings and Profit Sharing Plan and Trust.
/s/KPMG Peat Marwick LLP
- ------------------------------
Chicago, Illinois
November 24, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF KATZ & MILLER LLP
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. of our report
dated August 20, 1997, relating to the Statement of Net Assets Available for
Plan Benefits of SpeedFam International, Inc. Employees' Savings and Profit
Sharing Plan and Trust as of May 31, 1997, and the related Statement of Changes
in Net Assets Available for Plan Benefits for the year ended May 31, 1997, which
report appears in the May 31, 1998 annual report on Form 11-K of SpeedFam
International, Inc. Employees' Savings and Profit Sharing Plan and Trust.
/s/ Katz & Miller LLP
- -------------------------
Chicago, Illinois
November 23, 1998
