<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended May 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
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-IPEC, Inc.
305 North 54th Street
Chandler, Arizona 85226
<PAGE> 2
SpeedFam Employees'
Savings and Profit Sharing Plan and Trust
REQUIRED INFORMATION
The SpeedFam Employees' Savings and Profit Sharing Plan and Trust (the "Plan")
is subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the
financial statements and schedules of the Plan for the two fiscal years ended
May 31, 1999 and May 31, 1998, which have been prepared in accordance with the
financial reporting requirements of ERISA, are attached hereto and incorporated
herein by reference.
<PAGE> 3
SPEEDFAM
EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
Financial Statements and Schedules
May 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE> 4
SPEEDFAM
EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits,
May 31, 1998 and 1998 2
Statement of Changes in Net Assets Available for
Plan Benefits with Fund Information,
Year ended May 31, 1999 3
Notes to Financial Statements 4
SCHEDULE
1 Item 27a - Schedule of Assets Held for Investment Purposes,
May 31, 1999 8
2 Item 27d - Schedule of Reportable Transactions,
Year ended May 31, 1999 9
</TABLE>
<PAGE> 5
INDEPENDENT AUDITORS' REPORT
The Board of Trustees of
SpeedFam Employees'
Savings and Profit Sharing Plan and Trust:
We have audited the accompanying statements of net assets available for
plan benefits of SpeedFam Employees' Savings and Profit Sharing Plan and
Trust (the Plan) as of May 31, 1999 and 1998, and the related statement of
changes in net assets available for plan benefits for the year ended May
31, 1999. 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 audits.
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 plan benefits as of
May 31, 1999 and 1998, and the changes in net assets available for plan
benefits for the year ended May 31, 1999 in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the May
31, 1999 and 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, 1999 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, 1999 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.
/s/ KPMG LLP
--------------
KPMG LLP
October 15, 1999
<PAGE> 6
SPEEDFAM EMPLOYEES'
SAVINGS AND PROFIT SHARING PLAN AND TRUST
Statements of Net Assets Available for Plan Benefits
May 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash and equivalents $ 204,640 1,283,651
Investments at fair value:
Mutual funds:
Norwest Stable Return Fund 547,472 290,377
Norwest Stable Income Fund 668,028 216,421
Norwest Index Fund 3,275,629 1,495,622
Norwest Small Cap Opportunities Fund 1,286,911 801,760
Balanced fund:
U.S. Government securities 5,647,719 5,414,625
Corporate bonds 541,605 232,436
Municipal bonds -- 51,910
Common stocks 7,130,401 8,291,555
SpeedFam-IPEC, Inc. common stock 1,593,113 3,302,910
---------- ----------
Total investments 20,690,878 20,097,616
Employer contribution receivable 562,420 508,785
Accrued interest receivable 111,257 114,874
Miscellaneous receivable 191,992 20,563
Loans to participants 366,664 162,739
---------- ----------
Net assets available for plan benefits $ 22,127,851 22,188,228
========== ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 7
SPEEDFAM EMPLOYEES'
SAVINGS AND PROFIT SHARING PLAN AND TRUST
Statement of Changes in Net Assets Available
for Plan Benefits with Fund Information
Year ended May 31, 1999
<TABLE>
<CAPTION>
Norwest Norwest Norwest
Stable Stable Norwest Small Cap Norwest
Return Income Index Opportunities Balanced
Cash Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Net appreciation (depreciation) $ -- 28,878 (4,486) 444,487 (138,246) (796,816)
Interest -- 324 23,247 56,425 5,514 404,155
----------- -------- -------- --------- ----------- ----------
-- 29,202 18,761 500,912 (132,732) (392,661)
----------- -------- -------- --------- ----------- ----------
Total employer -- -- -- -- -- --
Total employee -- 65,149 98,338 744,621 520,207 431,242
----------- -------- -------- --------- ----------- ----------
Total contributions -- 65,149 98,338 744,621 520,207 431,242
Loan repayments -- 947 3,549 19,322 13,466 45,402
----------- -------- -------- --------- ----------- ----------
Total additions -- 95,298 120,648 1,264,855 400,941 83,983
Forfeitures, net -- -- -- (808) -- (808)
Withdrawals -- (22,019) (44,331) (206,663) (103,167) (2,179,820)
Loans issued -- (2,929) (8,189) (113,550) (59,741) (161,679)
Interfund transfers (1,079,011) 186,745 383,479 836,173 247,118 (122,274)
----------- -------- -------- --------- ----------- ----------
Increase (decrease) in net assets
available for plan benefits (1,079,011) 257,095 451,607 1,780,007 485,151 (2,380,598)
Net assets at beginning of year 1,283,651 290,377 216,421 1,495,622 801,760 17,293,436
----------- -------- -------- --------- ----------- ----------
Net assets at end of year $ 204,640 547,472 668,028 3,275,629 1,286,911 14,912,838
=========== ======== ======== ========= =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Contributions Miscellaneous Interest 1999
receivable receivable receivable Loans Total
---------- ---------- ---------- ----- -----
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Net appreciation (depreciation) -- -- -- -- (466,183)
Interest -- -- 111,257 -- 600,922
----------- ----------- -------- ------- ----------
-- -- 111,257 -- 134,739
----------- ----------- -------- ------- ----------
Total employer 562,420 -- -- -- 562,420
Total employee -- -- -- -- 1,859,557
----------- ----------- -------- ------- ----------
Total contributions 562,420 -- -- -- 2,421,977
Loan repayments -- -- -- (82,686) --
----------- ----------- -------- ------- ----------
Total additions 562,420 -- 111,257 (82,686) 2,556,716
Forfeitures, net -- -- -- -- (1,616)
Withdrawals -- -- -- (59,477) (2,615,477)
Loans issued -- -- -- 346,088 --
Interfund transfers (508,785) 171,429 (114,874) -- --
----------- ----------- -------- ------- ----------
Increase (decrease) in net assets
available for plan benefits 53,635 171,429 (3,617) 203,925 (60,377)
Net assets at beginning of year 508,785 20,563 114,874 162,739 22,188,228
----------- ----------- -------- ------- ----------
Net assets at end of year 562,420 191,992 111,257 366,664 22,127,851
=========== =========== ======== ======= ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 8
SPEEDFAM
EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
Notes to Financial Statements
May 31, 1999 and 1998
(1) PLAN DESCRIPTION
Effective April 6, 1999, Integrated Process Equipment Corp. (IPEC), a
supplier of CMP systems, merged into a wholly-owned subsidiary of
SpeedFam International, Inc. Following the merger, SpeedFam
International, Inc. changed its name to SpeedFam-IPEC, Inc.
The following brief description of the SpeedFam 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-IPEC, 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 March,
June, September or December after completing 60 days of
employment, and in the profit sharing provisions of the Plan
as of the first day of June immediately following the
commencement of 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.
4
(Continued)
<PAGE> 9
SPEEDFAM
EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
Notes to Financial Statements
May 31, 1999 and 1998
(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.
(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>
1999 1998
---- ----
<S> <C> <C>
Norwest Small Cap Opportunities Fund $ 1,286,411 801,760
Norwest Index Fund 3,275,629 1,495,622
SpeedFam-IPEC, Inc. common stock 1,593,113 3,302,910
-========== =========
</TABLE>
5
(Continued)
<PAGE> 10
SPEEDFAM
EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
Notes to Financial Statements
May 31, 1999 and 1998
During 1999, 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>
1999
----
<S> <C>
Norwest Stable Return Fund $ 28,878
Norwest Stable Income Fund (4,486)
Norwest Index Fund 444,487
Norwest Small Cap Opportunities Fund (138,246)
Balanced Fund (796,816)
----------
Net depreciation in fair value of investments
$ (466,183)
==========
</TABLE>
(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>
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.
6
(Continued)
<PAGE> 11
SPEEDFAM
EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
Notes to Financial Statements
May 31, 1999 and 1998
(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
1999, 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 March, June,
September 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, 1999 and 1998 were $562,420
and $508,785, respectively.
The Company may also contribute a discretionary amount as profit sharing
as determined each year by the Board of Directors. No profit sharing
contributions were made for the years ended May 31, 1999 and 1998.
(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) NET ASSETS AVAILABLE FOR PLAN BENEFITS
Amounts to be paid from net assets available for plan benefits to
withdrawing participants as of May 31, 1999 and 1998 were $928,000 and
$138,000, respectively.
(10) SUBSEQUENT EVENT
On September 1, 1999, the Plan was amended to include the employees
previously participating in the defined contribution benefit plan
sponsored by IPEC. As a result of the amendment, the plan name was
changed to SpeedFam-IPEC Employees' Savings and Profit Sharing Plan and
Trust ("Amended Plan"). Additionally, under the Amended Plan, employees
are eligible to participate in the Amended
7
<PAGE> 12
SPEEDFAM
EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
Notes to Financial Statements
May 31, 1999 and 1998
Plan the first day of the month following employment with the Company.
Wells Fargo Bank N. A. was named trustee of the Amended Plan.
(11) YEAR 2000 (UNAUDITED)
The Company is addressing the issues associated with the programming
code in existing computer systems as the millennium (Year 2000)
approaches. The Year 2000 problem is pervasive and complex as virtually
every computer operation will be affected in some way. The Company is a
aware of and is addressing the potential computing difficulties that may
be triggered by the Year 2000.
The Company has commenced a Year 2000 date review and conversion project
to address all the necessary changes, testing and implementation issues.
The project encompasses three major areas of review: internal systems
(hardware and software), supplier compliance and Company products. The
Company has identified the changes required to its computer programs and
hardware. The necessary modifications to the Company's centralized
financial, manufacturing and operational information systems have been
completed. To date, the Company's suppliers have been sent letters
requesting information regarding their own Year 2000 plan, as well as
requesting confirmation that the components supplied by these vendors
are Year 2000 compliant. The Company has evaluated the vendor responses
which have been received and concluded that the vendors which have
responded either are Year 2000 compliant or are proceeding with their
own Year 2000 compliance programs. The Company will continue to
follow-up with vendors with which the Company has a material
relationship and who have not responded to obtain assurances that they
expect to be Year 2000 compliant in time.
In particular to the Plan, the Company has been in close contact with
the trustee and record keeper, has received action plans and
implementation schedules from the trustee and record keeper of the Plan
and has been informed that they are on schedule with their internal
deadlines to achieve year 2000 compliance.
8
<PAGE> 13
SCHEDULE 1
SPEEDFAM EMPLOYEES
SAVINGS AND PROFIT SHARING PLAN AND TRUST
Item 27a - Schedule of Assets Held for Investment Purposes
May 31, 1999
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT,
IDENTITY OF ISSUER, INCLUDING MATURITY DATE, RATE OF
BORROWER, LESSOR, INTEREST, COLLATERAL, AND PAR OR CURRENT
OR SIMILAR PARTY MATURITY VALUE UNITS COST VALUE
---------------- ----------------------------------------------- --------- ----------- ----------
<S> <C> <C> <C> <C>
Registered investment companies:
Norwest Stable Income Fund Mutual Fund 65,046 $ 673,674 668,028
Norwest Small Cap Opportunities Fund Mutual Fund 62,746 1,329,528 1,286,911
Norwest Index Fund Mutual Fund 59,742 2,846,349 3,275,629
Norwest Stable Return Fund Mutual Fund 19,977 527,248 547,472
Norwest Advantage Money Market Fund 203,834 203,834 204,640
Individual assets held:
U.S. Government U.S. Treasury Note 3/31/97, 6.625%, 3/31/2002 1,000,000 1,027,581 1,026,562
U.S. Government U.S. Treasury Note 2/15/94, 5.875%, 2/15/2004 1,000,000 1,007,563 1,007,187
U.S. Government U.S. Treasury Note 10/2/95, 6.125%, 9/30/2000 500,000 496,151 505,000
U.S. Government U.S. Treasury Note 2/15/96, 5.625%, 2/15/2006 1,000,000 1,027,773 991,250
U.S. Government U.S. Treasury Note 8/15/89, 8.000%, 8/15/99 500,000 515,094 503,438
U.S. Government U.S. Treasury Note 5/31/96, 6.500%, 5/31/2001 1,000,000 1,024,492 1,020,313
U.S. Government U.S. Treasury Note 2/15/90, 8.500%, 2/15/2000 100,000 99,404 102,406
U.S. Government Federal Home Loan Bank, 8/24/98, 5.805%, 8/24/2005 500,000 506,094 491,563
Abbott Laboratories Bond, 3/24/98, 6.00%, 3/15/2008 500,000 543,125 489,950
Salomon Inc. Callable Bond, 2/1/96, 7.375%, 2/1/2008 50,000 49,900 51,655
Abbott Laboratories Common Stock 7,400 94,658 334,387
Albertsons Inc. Common Stock 3,000 102,191 160,500
American Home Products Corp. Common Stock 4,000 114,147 230,500
American Power Conversion Common Stock 5,000 148,900 194,687
Amgen Inc. Common Stock 2,600 80,438 164,450
Automatic Data Processing Inc. Common Stock 3,200 50,420 131,800
Bristol Meyers Squibb Co. Common Stock 5,000 206,463 343,750
Cisco Systems Common Stock 2,250 55,375 245,250
Clorox Co. Common Stock 2,000 38,820 201,874
Coca Cola Co. Common Stock 3,600 24,336 246,600
Emerson Electric Co. Common Stock 3,400 168,251 217,174
Exxon Corp. Common Stock 3,000 164,272 239,625
G&K Services Inc. Common Stock 6,000 139,800 283,500
General Electric Co. Common Stock 3,800 129,835 386,413
Home Depot Inc. Common Stock 4,800 83,398 271,500
Interpublic Group Co. Common Stock 6,000 181,425 454,500
Jefferson Pilot Corp. Common Stock 2,175 58,587 147,128
Mattel Inc. Common Stock 6,000 144,780 158,625
McDonalds Corp. Common Stock 8,200 120,145 315,700
Medtronic Inc. Common Stock 5,000 208,092 355,000
Merck & Co. Common Stock 4,000 228,975 270,500
Northern Trust Corp. Common Stock 4,000 120,730 361,500
Office Depot Common Stock 18,750 271,753 391,500
Price (T. Rowe) Associates Common Stock 7,000 131,790 270,375
SpeedFam-IPEC, Inc. Common Stock 121,380 4,422,784 1,593,113
State Street Corp. Common Stock 5,600 53,080 427,000
Sysco Corp. Common Stock 11,000 192,380 326,563
Participants Loans Receivable Notes ranging from 6% to 9% 366,664 366,664 366,664
========= ----------- ----------
Total investments $19,980,299 21,262,182
=========== ==========
</TABLE>
See accompanying independent auditors' report.
9
<PAGE> 14
SCHEDULE 2
SPEEDFAM EMPLOYEES'
SAVINGS AND PROFIT SHARING PLAN AND TRUST
Item 27d - Schedule of Reportable Transactions
Year ended May 31, 1999
<TABLE>
<CAPTION>
CURRENT
VALUE OF
NUMBER ASSETS ON
IDENTITY OF OF PURCHASE SELLING COST OF TRANSACTION NET GAIN
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PRICE PRICE ASSETS DATE (LOSS)
-------------- --------------------- ------------ -------- ------- ------ ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Series of transactions or single transactions in excess of 5% of plan assets:
Purchases:
Norwest Stable Return Fund 77 $ 645,507 -- 645,507 645,507 --
Norwest Stable Income Fund 96 570,928 -- 570,928 570,928 --
Norwest Index Fund 87 2,491,371 -- 2,491,371 2,491,371 --
Norwest Small Cap Opportunities Fund 73 1,076,436 -- 1,076,436 1,076,436 --
Sales:
Norwest Stable Return Fund 23 -- 417,160 404,975 417,160 12,185
Norwest Stable Income Fund 29 -- 114,737 114,740 114,737 (3)
Norwest Index Fund 79 -- 1,151,416 1,051,832 1,151,416 99,584
Norwest Small Cap Opportunities Fund 67 -- 450,739 514,341 450,739 (63,602)
== ======== ========= ========= ========= =======
</TABLE>
See accompanying independent auditors' report.
10
<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 29, 1999 /s/ J. Michael Dodson
---------------------------
J. Michael Dodson
SpeedFam-Ipec, Inc. on behalf of the
Plan Administrator of SpeedFam
Employees' Savings and Profit
Sharing Plan and Trust
<PAGE> 16
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
23.1 Consent of KPMG LLP.
</TABLE>
<PAGE> 1
Exhibit 23.1
CONSENT OF KPMG LLP
The Board of Trustees of
SpeedFam Employees'
Savings and Profit Sharing Plan and Trust
We consent to incorporation by reference in the registration statement on Form
S-8 of SpeedFam-IPEC Inc. of our report dated October 15, 1999, relating to the
statements of net assets available for plan benefits of SpeedFam Employees'
Savings and Profit Sharing Plan and Trust (the Plan) as of May 31, 1999 and May
31, 1998, and the related statement of changes in net assets available for plan
benefits for the year ended May 31, 1999, which report appears in the May 31,
1999 annual report on Form 11-K of SpeedFam Employees' Savings and Profit
Sharing Plan and Trust for the fiscal year ended May 31, 1999.
/s/ KPMG LLP
- --------------
KPMG LLP
Chicago, Illinois
November 29, 1999
