-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HEj2mbC1yMSIiVj643XcI/TYdvRyLAMFjSXYy6up/eood7oEXHWtzCtLDkf4U/1H jWtS9BNPg9OAndm8sDuv0g== 0000950116-96-001379.txt : 19961202 0000950116-96-001379.hdr.sgml : 19961202 ACCESSION NUMBER: 0000950116-96-001379 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960531 FILED AS OF DATE: 19961127 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMAGNETICS GENERAL CORP CENTRAL INDEX KEY: 0000351012 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 141537454 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11344 FILM NUMBER: 96673367 BUSINESS ADDRESS: STREET 1: 450 OLD NISKAYUNA ROAD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 BUSINESS PHONE: 5184565456 MAIL ADDRESS: STREET 1: 450 OLD NISKAYUNA ROAD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 11-K 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 ended May 31, 1996 ------------ or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to ------------- -------------- Commission File Number 1-11344 ------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: INTERMAGNETICS GENERAL CORPORATION 450 Old Niskayuna Road Latham, New York 12110-0461 INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Financial Statements and Schedules May 31, 1996 and 1995 (With Independent Auditors' Report Thereon) INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Financial Statements and Schedules May 31, 1996 and 1995 Table of Contents ----------------- Independent Auditors' Report .............................................. 1 Financial Statements: Statements of Assets Available for Benefits .......................... 2 Statements of Changes in Assets Available for Benefits ............... 3 Notes to Financial Statements ........................................ 4 Schedules: Item 27(a) - Schedule of Assets Held for Investment Purposes ......... 10 Item 27(d) - Schedule of Reportable Transactions ..................... 11 (LETTERHEAD KPMG PEAT MARWICK LLP) Independent Auditors' Report The Plan Administrator Intermagnetics General Corporation IGC Savings Plan: We have audited the accompanying statements of assets available for benefits of Intermagnetics General Corporation IGC Savings Plan as of May 31, 1996 and 1995, and the related statements of changes in 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 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 assets available for benefits of the Plan as of May 31, 1996 and 1995, and the changes in assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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 schedules have been subjected to the auditing procedures applied in the audits of the 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 PEAT MARWICK LLP August 1, 1996 -1- INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Statements of Assets Available for Benefits May 31, 1996 and 1995 1996 1995 -------- -------- Assets: Investments, at fair value (note 3) $ 12,274,460 9,331,568 Cash 132 108 Participant contributions receivable 43,779 28,862 ------------- ---------- Assets available for benefits $ 12,318,371 9,360,538 ============= ========== See accompanying notes to financial statements. -2- INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Statements of Changes in Assets Available for Benefits For the years ended May 31, 1996 and 1995 1996 1995 Investment income: Net appreciation in fair value of investments $ 738,165 589,716 Interest and dividends 944,835 323,911 ------------ --------- 1,683,000 913,627 Contributions: Participants 1,236,273 1,087,879 Employer 267,515 232,207 ------------ --------- Total additions 3,186,788 2,233,713 ------------ --------- Withdrawals and benefits paid to participants (202,306) (274,090) Administrative expenses (26,649) (21,116) ------------ --------- Total deductions (228,955) (295,206) ------------ --------- Net increase 2,957,833 1,938,507 Assets available for benefits: Balance at beginning of year 9,360,538 7,422,031 ------------ --------- Balance at end of year $ 12,318,371 9,360,538 ============ ========= See accompanying notes to financial statements. -3- INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Notes to Financial Statements May 31, 1996 and 1995 (1) Description of the Plan The following brief description of the Intermagnetics General Corporation IGC Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (a) General The Plan is a defined contribution employee savings plan covering substantially all employees of Intermagnetics General Corporation (the "Company") and became effective on February 1, 1985, as restated on June 1, 1989. The plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). (b) Eligibility An employee must complete 12 consecutive months of service from the date of employment, during which time the employee must work at least 1,000 hours and have attained the age of 21 to be eligible to participate in the Plan. Employees can join the Plan on the earliest June 1, September 1, December 1 or March 1 following the date these conditions are met. (c) Contributions Employees who elect to participate in the Plan may contribute on a pretax basis up to 15% of their annual compensation. Employer contributions to the Plan are made equal to 50% of participant contributions, up to 3% of their gross compensation which includes a participant's base compensation, overtime, fees, tips, profits, bonuses and commissions. Additional profit-sharing contributions are at the discretion of the Company. Participant balances may be invested in four different funds: a stable income fund, a balanced fund, an equity fund and the IGC stock fund. (d) Participant Accounts Participants' accounts are credited with individual and Company contributions. Income earned from Plan assets and appreciation or depreciation in the fair value of Plan assets are allocated to participants' accounts in proportion to the balance in each participants' account on the last valuation date, less distributions, compared to the total account balances of all participants' accounts on the last valuation date, less distributions. The accumulated values of participants' accounts as of May 31 were as follows: 1996 1995 -------- -------- Active participants $ 11,356,433 8,670,849 Terminated participants 961,938 689,689 ------------- --------- $ 12,318,371 9,360,538 ============= ========= -4- 2 INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Notes to Financial Statements, Continued (e) Vesting and Forfeitures All participants are fully vested in their contributions and employer contributions, plus accumulated earnings thereon. A participant vests in profit-sharing contributions, if any, based upon years of service and is 100% vested after five years of continuous service, death or disability, or upon age 65. Forfeitures of profit-sharing contributions, if any, from accounts of non-vested terminated participants are allocated to remaining participants in the same manner as Company contributions. (f) Participant Loans Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balances. Loans are secured by the balance in the participant's account. Loan terms may not exceed five years, unless for the purchase of a primary residence. The loans bear interest at a rate commensurate with local prevailing rates at the time the loan is made, as determined by the plan administrator. (g) Payment of Benefits On termination of service due to death, disability or retirement, a participant becomes 100% vested and may elect to receive payment in the form of a lumpsum or defer payment until the later of death, disability, retirement or attainment of age 70-1/2. If a participant's account does not exceed $3,500, a lump-sum payment will be made. A participant may also elect benefits to be paid under the qualifying financial hardship provisions of the Plan. (2) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying financial statements have been prepared on an accrual basis and present the assets available for plan benefits and changes in those assets. (b) Investments Investments are stated at their fair value. The fair values of the participation units owned by the Plan in mutual funds are based on quoted redemption values on the last business day of the Plan year. Intermagnetics General Corporation common stock ("IGC Stock Fund") owned by the Plan is carried at market value based on quoted market prices. Guaranteed investment contracts are valued at contract value as estimated by the respective insurance companies. Contract value represents contributions made under the contract, plus interest at the contract rate, less funds used to pay retirement benefits and payment of the insurance companies' Plan administrative expenses. Participant loans are valued at cost, which approximates fair value. Security transactions are recognized under a method that approximates the trade-date basis. (c) Administrative Expenses Administrative expense paid by the Company on behalf of the Plan were approximately $25,000 and $11,000 during 1996 and 1995, respectively. (d) Use of Estimates The Plan administrator has made certain estimates and assumptions relating to the reporting of assets available for benefits, investment income, and benefits paid to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. -5- 3 INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Notes to Financial Statements, Continued (3) Investments The Plan offers participants the option to choose from stable income, equity or diversified portfolio (equity, bonds and cash) investments. Company contributions are allocated on the same basis as that chosen for participant contributions. Contributions designated as stable income have been deposited with a trust company and two insurance companies under a fixed income fund and guaranteed income group annuity contracts. The guaranteed income group annuity contracts provide for certain limitations on withdrawals, the most significant of which restrict withdrawals to 20% per year for the first five years, and the interest rate which can be earned if withdrawals are made against amounts deposited. Equity contributions are invested in one or both of two funds: (i) a fund comprised of equal portions of the Fidelity Magellan Fund, Fidelity Contra Fund, Fidelity Growth Company Fund and (ii) the IGC Stock Fund. Diversified investment contributions are invested in units of the Massachusetts Mutual Life Insurance Company Balanced Fund. During April 1996, the Plan's trustees selected a new investment manager, as further described in note 7. At May 31, 1996, a substantial portion of the respective funds' investments were transferred into the Custody First - U.S. Treasury Money Market Fund and were subsequently invested in accordance with participants' instructions. A summary of plan investments as of May 31, 1996 and 1995 follows: Year ended May 31, 1996:
Net Appreciation Number of Shares (Depreciation) or Principal in Fair Value Amount During Year Fair Value ---------------- ---------------- ---------- Meridian Trust Short-Term Fixed Income Fund 744,465 shares $ 61,414 $ 744,465 Custody First - U.S. Treasury Money Market Fund 8,969,011 shares - 8,969,011 Custody First - Stable Income Collective Investment Trust 151,067 shares (5,094) 1,515,468 Massachusetts Mutual Life Insurance Company Balanced Fund - 183,581 - Fidelity Magellan Fund 79 shares 159,640 5,934 Fidelity Contra Fund 150 shares 170,216 5,950 Fidelity Growth Company Fund 148 shares 173,741 5,969 Participant loans - 507,437 IGC Stock Fund 33,030 shares (5,333) 520,226 ------------- -------------- $ 738,165 $ 12,274,460 ============= ==============
-6- 4 INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Notes to Financial Statements, Continued Year ended May 31, 1995:
Number of Shares Net Appreciation or Principal in Fair Value Amount During Year Fair Value ---------------- ---------------- ---------- Massachusetts Mutual Life Insurance Company Guaranteed Income (Group Annuity) Contract $ 934,802 $ - $ 934,802 Meridian Trust Short-Term Fixed Income Fund 2,201,356 91,566 2,265,167 Massachusetts Mutual Life Insurance Company Balanced Fund 6,456 units 15,752 1,430,831 Fidelity Magellan Fund 16,931 shares 170,096 1,313,709 Fidelity Contra Fund 37,268 shares 152,540 1,281,284 Fidelity Growth Company Fund 40,966 shares 140,377 1,291,252 Participant Loans - 419,754 IGC Stock Fund 24,737 shares 19,385 394,769 ------------- -------------- $ 589,716 $ 9,331,568 ============= ==============
-7- 5 INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Notes to Financial Statements, Continued (4) Summary of Assets Available for Benefits A summary of the asset balances (including allocated contributions receivable) as of May 31, 1996 and 1995 and changes in assets available for benefits for the years then ended for each investment fund follows:
Stable IGC Income Balanced Equity Stock Fund Fund Fund Fund ------ -------- ------ ----- Assets available for benefits at May 31, 1994 $ 2,680,902 1,119,366 3,028,500 247,249 Contributions 392,504 226,462 633,724 67,396 Net additions to investments from investment income and net realized and unrealized appreciation in fair value of investments 193,814 163,711 525,193 30,909 Reductions in investments due to benefit payments and expenses (130,523) (55,709) (86,458) (22,516) New loans to participants (142,720) (23,840) (108,325) -- Repayments of loans from participants 194,647 -- 6,428 -- Transfers, net (112,068) 22,076 (8,488) 98,442 ----------- --------- --------- ------- Assets available for benefits at May 31, 1995 3,076,556 1,452,066 3,990,574 421,480 Contributions 361,569 285,000 765,629 91,590 Net additions to (deductions from) investments from investment income (loss) and net realized and unrealized appreciation (depreciation) in fair value of investments 205,073 275,141 1,207,568 (4,782) Reductions in investments due to benefit payments and expenses (111,186) (38,057) (77,356) (2,356) New loans to participants (145,850) (77,600) (118,200) (4,550) Repayments of loans from participants 96,523 32,447 123,588 5,959 Transfers, net (461,041) 423,860 24,056 13,101 ----------- --------- --------- ------- Assets available for benefits at May 31, 1996 $ 3,021,644 2,352,857 5,915,859 520,442 =========== ========= ========= ======= Participant Loan Fund Cash Total ----------- ---- ----- Assets available for benefits at May 31, 1994 345,944 70 7,422,031 Contributions -- -- 1,320,086 Net additions to investments from investment income and net realized and unrealized appreciation in fair value of investments -- -- 913,627 Reductions in investments due to benefit payments and expenses -- -- (295,206) New loans to participants 274,885 -- -- Repayments of loans from participants (201,075) -- -- Transfers, net -- 38 -- -------- ---- ----------- Assets available for benefits at May 31, 1995 419,754 108 9,360,538 Contributions -- -- 1,503,788 Net additions to (deductions from) investments from investment income (loss) and net realized and unrealized appreciation (depreciation) in fair value of investments -- -- 1,683,000 Reductions in investments due to benefit payments and expenses -- -- (228,955) New loans to participants 346,200 -- -- Repayments of loans from participants (258,517) -- -- Transfers, net -- 24 -- Assets available for benefits at May 31, 1996 507,437 132 12,318,371 ======== ==== ==========
(Continued) -8- 6 INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Notes to Financial Statements, Continued (5) Plan Termination Although it has not expressed any intent to do so, the Company may terminate the Plan at any time. If the Plan is terminated, the assets of the Plan shall be distributed to the participants based upon the participants' respective accumulated account balances. (6) Income Tax Status The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC in order to maintain its qualified plan status. The Plan administrator is not aware of any course of action or series of events that have occurred that might adversely impact the Plan's qualified status. (7) Subsequent Event During April 1996, the Plan's trustees selected a new investment manager. Effective June 6, 1996, participant account balances were invested in eight funds, including the IGC Stock Fund in accordance with participants' instructions. -9- INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Item 27(a) - Schedule of Assets Held for Investment Purposes May 31, 1996
Current Identity of Issuer Description of Investment Cost Value ------------------ ------------------------- ---- ----- Meridian Trust Company Short-Term Fixed Income Fund $ 744,465 744,465 Custody First Stable Income Collective Investment Trust 1,520,562 1,515,468 Fidelity Investment Fidelity Magellan Fund 6,703 5,934 Fidelity Investment Fidelity Contra Fund 5,580 5,950 Fidelity Investment Fidelity Growth Company Fund 5,596 5,969 Custody First U.S. Treasury Money Market Fund 8,969,011 8,969,011 *Intermagnetics General Corporation Common Stock 636,818 520,226 Participant Loans Loans 507,437 507,437 -------------- ---------- $ 12,396,172 12,274,460 ============== ==========
*Indicates that the issuer is a party-in-interest as defined in the Employee Retirement Income Security Act of 1974. -10- INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Item 27(d) - Schedule of Reportable Transactions Year ended May 31, 1996
Current Value Expense of Asset on Identity of Purchase Selling Lease Incurred with Cost of Transaction Net Gain Party Involved Description of Asset Price Price Rental Transaction Asset Date or (Loss) -------------- -------------------- -------- ------- ------ ------------- ------- ------------- --------- Fidelity Investment Fidelity Magellan Fund $ 652,362 - - - 652,362 652,362 - Fidelity Investment Fidelity Magellan Fund - 1,859,698 - - 2,147,998 1,859,698 (288,300) Fidelity Investment Fidelity Contra Fund 783,101 - - - 783,101 783,101 - Fidelity Investment Fidelity Contra Fund - 1,984,327 - - 1,857,082 1,984,327 127,245 Fidelity Investment Fidelity Growth Company Fund 857,784 - - - 857,784 857,784 - Fidelity Investment Fidelity Growth Company Fund - 2,014,662 - - 1,900,084 2,014,662 114,578 Meridian Trust Company Short-Term Fixed Income Fund 2,984,761 - - - 2,984,761 2,984,761 - Meridian Trust Company Short-Term Fixed Income Fund - 4,280,312 - - 4,280,312 4,280,312 - Custody First Stable Income Collective Investment Trust 1,520,562 - - - 1,520,562 1,520,562 - Massachusetts Mutual Life Insurance Company Balanced Fund 697,930 - - - 697,930 697,930 - (Continued)
-11- INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Item 27(d) - Schedule of Reportable Transactions, Continued Year ended May 31, 1996
Current Value Expense of Asset on Identity of Purchase Selling Lease Incurred with Cost of Transaction Net Gain Party Involved Description of Asset Price Price Rental Transaction Asset Date or (Loss) -------------- -------------------- -------- ------- ------ ------------- ------- ------------- --------- Massachusetts Mutual Life Insurance Company Balanced Fund $ - 2,336,856 - - 2,336,856 2,336,856 - Custody First U.S. Treasury Money Market Fund 748,474 - - - 748,474 748,474 - Custody First U.S. Treasury Money Market Fund 1,859,698 - - - 1,859,698 1,859,698 - Custody First U.S. Treasury Money Market Fund 2,014,662 - - - 2,014,662 2,014,662 - Custody First U.S. Treasury Money Market Fund 1,984,327 - - - 1,984,327 1,984,327 - Custody First U.S. Treasury Money Market Fund 2,336,856 - - - 2,336,856 2,336,856 -
Note: Reportable transactions, for purposes of this schedule are: (a) Individual transactions within the Plan year involving an amount in excess of 5 percent of the fair value of Plan assets at the beginning of the Plan year. (b) Series of transactions within the Plan year in which the aggregate amount of the transactions exceeds 5 percent of the fair value of Plan assets at the beginning of the Plan year. -12- SIGNATURES 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. INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN (Name Of Plan) By: /s/Carl H. Rosner -------------------------------- Carl H. Rosner Trustee By: /s/Michael C. Zeigler -------------------------------- Michael C. Zeigler Trustee By: /s/Catherine E. Arduini -------------------------------- Catherine E. Arduini Trustee Dated: November 22, 1996 -13- Exhibit Index Exhibit Page 23 Consent Of KPMG Peat Marwick LLP.........................15 -14- EX-23 2 EXHIBIT 23 Exhibit 23 (LETTERHEAD KPMG PEAT MARWICK LLP) CONSENT OF INDEPENDENT AUDITORS Plan Administrator Intermagnetics General Corporation IGC Savings Plan We consent to incorporation by reference in the registration statements on Form S-8 (Nos. 2-80041, 2-94701, 33-2517, 33-12762, 33-12763, 33-38145, 33-50598, 33-44693, 33-55092, 33-72160, and 333-10553) of Intermagnetics General Corporation of our report dated August 1, 1996, with respect to the assets available for benefits of the Intermagnetics General Corporation IGC Savings Plan as of May 31, 1996 and 1995, and the related statements of changes in assets available for benefits for the years then ended, and related schedules, which report appears in the May 31, 1996 Annual Report on Form 11-K of the Intermagnetics General Corporation IGC Savings Plan. /s/ KPMG Peat Marwick LLP Albany, New York November 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----