SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 For the fiscal year ended May 28, 1995 -------------- 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, 1995 and 1994 (With Independent Auditors' Report Thereon) INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Financial Statements and Schedules May 31, 1995 and 1994 Table of Contents Independent Auditors' Report ........................................... 1 Financial Statements: Statements of Net Assets Available for Plan Benefits ............... 2 Statements of Changes in Net Assets Available for Plan Benefits .... 3 Notes to Financial Statements ...................................... 4 Schedules: Item 27(a) - Schedule of Assets Held for Investment Purposes ....... 9 Item 27(d) - Schedule of Reportable Transactions ................... 10 Independent Auditors' Report Plan Administrator Intermagnetics General Corporation IGC Savings Plan: We have audited the accompanying statement of net assets available for plan benefits of Intermagnetics General Corporation IGC Savings Plan as of May 31, 1995, 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 financial statements of the Plan as of May 31, 1994 were audited by other auditors whose report thereon, dated August 25, 1994, 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 1995 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of May 31, 1995, 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 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 purposes 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 audit 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 September 22, 1995 INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Statements of Net Assets Available for Plan Benefits May 31, 1995 and 1994 1995 1994 ---- ---- Assets: Investments at fair value (note 3) $8,911,814 $7,066,064 Cash 108 70 Employer contributions receivable 28,862 27,103 Loans receivable 419,754 345,944 ---------- ---------- Total assets 9,360,538 7,439,181 Liabilities: Benefits payable -- 17,150 ---------- ---------- Total liabilities -- 17,150 ---------- ---------- Net assets available for plan benefits $9,360,538 $7,422,031 ========== ========== See accompanying notes to financial statements. INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Statements of Changes in Net Assets Available for Plan Benefits For the years ended May 31, 1995 and 1994 1995 1994 ---- ---- Participant contributions $ 1,087,879 $ 934,056 Employer contributions 232,207 216,043 Net appreciation in fair value of investments 589,716 252,415 Interest and dividends 323,911 216,851 ----------- ---------- 2,233,713 1,619,365 ----------- ---------- Payments to terminated participants (274,090) (338,331) Administrative expenses (21,116) (18,356) ----------- ---------- (295,206) (356,687) ----------- ---------- Net increase in net assets available for plan benefits 1,938,507 1,262,678 Net assets available for plan benefits: At beginning of year 7,422,031 6,159,353 ----------- ---------- At end of year $ 9,360,538 $7,422,031 =========== ========== See accompanying notes to financial statements. INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Notes to Financial Statements May 31, 1995 and 1994 (1) Significant Accounting Policies ------------------------------- (a) Accounting Method ----------------- The accounting records of the Plan are maintained on the accrual basis. (b) Investments ----------- 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 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. Purchases and sales of securities are recorded on a trade date basis. (2) Description of the Plan ----------------------- The Plan is a defined contribution employee savings plan under which eligible employees of Intermagnetics General Corporation (the "Company") may elect to make basic contributions in the form of salary deductions up to a maximum of 15% of compensation for non-highly compensated participants. Eligible employees are those employees who have attained the age of 21 and completed a minimum of 1,000 hours of service during a twelve month period. The Company has agreed to provide matching contributions of fifty percent of the first three percent of a participating employee's salary deductions. All participants are fully vested upon participation in the Plan. Upon employee termination, participants with a balance less than $3,500 will receive a lump-sum distribution. Participants with balances greater than $3,500 may elect to remain in the Plan and defer their account distribution. (3) Investments ----------- The Plan offers participants the option to choose from fixed 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 fixed 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 Balanced Fund. INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Notes to Financial Statements, Continued A summary of plan investments as of May 31, 1995 and 1994 follows: 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 IGC Stock Fund 24,737 Shares 19,385 394,769 --------- ---------- $ 589,716 $8,911,814 ========= ========== INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Notes to Financial Statements, Continued Number of Shares Net Appreciation or Principal In Fair Value Amount During Year Fair Value ------ ----------- ---------- Year ended May 31, 1994: Metropolitan Life Insurance Company Guaranteed Income (Group Annuity) Contract $ 304,484 $ -- $ 304,484 Massachusetts Mutual Life Insurance Company Guaranteed Income (Group Annuity) Contract $1,011,672 -- 1,011,672 Meridian Trust Short-Term Fixed Income Fund $1,481,416 22,797 1,504,213 Massachusetts Mutual Life Insurance Company Balanced Fund 5,548 Units 1,354 1,088,831 Fidelity Magellan Fund 14,833 Shares 43,831 997,510 Fidelity Contra Fund 32,296 Shares 36,516 979,224 Fidelity Growth Company Fund 34,053 Shares 36,113 960,638 IGC Stock Fund 11,600 Shares 111,804 219,492 --------- ---------- $ 252,415 $7,066,064 ========= ========== (Continued) (4) Summary of Assets Available for Benefits ---------------------------------------- A summary of the asset balances (including allocated contributions receivable) as of May 31, 1995 and 1994 and changes in assets for the years then ended for each investment fund follows: Guaranteed Income IGC Contract Balanced Equity Stock Participant Fund Fund Fund Fund Loan Fund Cash Total ---- ---- ---- ---- --------- ---- ----- Assets available at May 31, 1993 $ 2,835,770 $814,923 $2,090,724 $70,172 $347,648 $120 $6,159,353 Contributions 391,015 202,663 512,005 44,416 -- -- 1,150,099 Net additions to investments from investment income and net realized and unrealized appreciation in fair value of investments 137,934 9,181 190,819 131,382 -- (50) 469,266 Reductions in investments due to benefit payments and expenses (166,417) (88,659) (100,358) (1,253) -- -- (356,687) New loans to participants (147,912) (7,495) (21,750) -- 177,157 -- -- Repayments of loans from participants 165,994 12,863 -- -- (178,857) -- -- Transfers, net (535,482) 175,890 357,060 2,532 -- -- -- ----------- ---------- ---------- --------- ---------- ---- ---------- Assets available at May 31, 1994 2,680,902 1,119,366 3,028,500 247,249 345,944 70 7,422,031 Contributions 392,504 226,462 633,724 67,396 -- -- 1,320,086 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 -- -- 913,627 Reductions in investments due to benefit payments and expenses (130,523) (55,709) (86,458) (22,516) -- -- (295,206) New loans to participants (142,720) (23,840) (108,325) -- 274,885 -- -- Repayments of loans from participants 194,647 -- 6,428 -- (201,075) -- -- Transfers, net (112,068) 22,076 (8,488) 98,442 -- 38 -- ----------- ---------- ---------- --------- ---------- ---- ---------- Assets available at May 31, 1995 $ 3,076,556 $1,452,066 $3,990,574 $421,480 $419,754 $108 $9,360,538 =========== ========== ========== ========= ========== ==== ========== (Continued) INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Notes to Financial Statements, Continued (5) Net Assets ---------- 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 are as follows: 1995 1994 ---- ---- Active participants $8,670,849 $6,751,276 Terminated participants 689,689 670,755 ---------- ----------- $9,360,538 $7,422,031 ========== =========== (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) Transactions with Parties in Interest ------------------------------------- All expenses of the Plan are paid by the Company, except for certain administrative expenses. Expenses paid by the Company for the Plan year ended May 31, 1995 were approximately $11,000. (Continued) INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Item 27(a) - Schedule of Assets Held for Investment Purposes May 31, 1995 No. of Shares Held Current Identity of Issue Description of Investment or Principal Amount Cost Value ----------------- ------------------------- ------------------- ---- ----- Fidelity Investment Fidelity Growth Company Fund 40,966 - $ 1,291,252 Fidelity Investment Fidelity Magellan Fund 16,931 - 1,313,709 Fidelity Investment Fidelity Contra Fund 37,268 - 1,281,284 Meridian Trust Company Short-Term Fixed Income Fund $ 2,201,356 - 2,265,167 Massachusetts Mutual Life Insurance Company Guaranteed Income Contract $ 934,802 - 934,802 Massachusetts Mutual Life Insurance Company Balanced Fund 6,456 - 1,430,831 *Intermagnetics General Corp. Common Stock 24,737 - 394,769 Participant Loans Loans $ 419,754 - 419,754 ----------- $ 9,331,568 =========== *Indicates that the issuer is a party-in-interest as defined in the Employee Retirement Income Security Act of 1974. INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN Item 27(d) - Schedule of Reportable Transactions Year ended May 31, 1995 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 $258,829 $ -- $ -- $ -- $258,829 $258,829 $ -- Fidelity Investment Fidelity Magellan Fund -- 115,218 -- -- * 115,218 -- Fidelity Investment Fidelity Contra Fund 250,850 -- -- -- 250,850 250,850 -- Fidelity Investment Fidelity Contra Fund -- 104,391 -- -- * 104,391 -- Fidelity Investment Fidelity Growth Company Fund 250,850 -- -- -- 250,850 250,850 -- Fidelity Investment Fidelity Growth Company Fund -- 102,807 -- -- * 102,807 -- Meridian Trust Company Fixed Income Investment Fund 947,166 -- -- -- 947,166 947,166 -- Meridian Trust Company Fixed Income Investment Fund -- 270,800 -- -- * 270,800 -- 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. *Cost of assets sold was not made available. 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 16, 1995 Exhibit Index ------------- Exhibit Page - ------- ---- 23 Consent of Ernst & Young ...................................... 14