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, 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 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, 1998 and 1997
(With Independent Auditors' Report Thereon)
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Financial Statements and Schedules
May 31, 1998 and 1997
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
---------
Line 27(a) - Schedule of Assets Held for Investment Purposes......1
Line 27(d) - Schedule of Reportable Transactions..................2
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, 1998 and 1997,
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 Intermagnetics
General Corporation IGC Savings Plan as of May 31, 1998 and 1997, 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
Albany, New York
August 31, 1998
1
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Statements of Assets Available for Benefits
May 31, 1998 and 1997
1998 1997
---- ----
Assets:
Investments, at fair value (note 3) $ 17,673,520 14,788,923
Cash 132 132
Participant contributions receivable 48,014 50,756
Employer contributions receivable 9,741 10,157
-------------- ------------
Assets available for benefits $ 17,731,407 14,849,968
============== ============
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, 1998 and 1997
1998 1997
---- ----
Investment income:
Net appreciation in fair value of investments $ 2,277,915 1,389,146
Interest and dividends 47,328 336,382
------------ ----------
2,325,243 1,725,528
Contributions:
Participants 1,325,315 1,409,199
Employer 260,101 270,651
------------ ----------
Total additions 3,910,659 3,405,378
------------ ----------
Withdrawals and benefits paid to participants (934,550) (817,056)
Administrative expenses (94,670) (56,725)
------------ ----------
Total deductions (1,029,220) (873,781)
------------ ----------
Net increase 2,881,439 2,531,597
Assets available for benefits:
Beginning of year 14,849,968 12,318,371
------------ ----------
End of year $ 17,731,407 14,849,968
============ ==========
See accompanying notes to financial statements.
3
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
May 31, 1998 and 1997
(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") that 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 first day of the month following the date of their first
anniversary.
(c) Contributions
Employees who elect to participate in the Plan may contribute on a
pretax basis up to 15% of their annual compensation, not to exceed
certain Internal Revenue Code limitations. 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.
(d) Participant Accounts
Participants' accounts are credited with the participants'
contributions and allocations of (a) the Company's contribution
and, (b) Plan earnings, and charged with an allocation of
administrative expenses. Allocations are based on participant
account balances in the respective funds elected.
The accumulated values of participants' accounts as of May 31 were
as follows:
1998 1997
---- ----
Active participants $ 15,221,532 13,900,630
Terminated participants 2,509,875 949,338
------------ -----------
$ 17,731,407 14,849,968
============ ===========
4
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
(1), Continued
(e) Vesting and Forfeitures
All participants are fully vested in their contributions and
employer matching 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
attainment of 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. There
were no amounts forfeited during 1998 and 1997.
(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 of prime plus 1% 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 lump-sum 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.
5
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
(2), Continued
(b) Investments
Investments are stated at their fair value. The fair values of
investments in mutual funds are based on quoted redemption values
on the last business day of the Plan year. The investments in the
Exeter Trust Company collective investment trust funds are stated
at fair value based on the market values of the underlying
securities as reflected on the funds' audited financial
statements. Intermagnetics General Corporation common stock ("IGC
Stock Fund") owned by the Plan is carried at market value based on
quoted market prices. Participant loans are valued at cost, which
approximates fair value.
Security transactions are recognized under a method that
approximates the trade-date basis. Gain or loss on sales of the
Company's common stock is determined using the first-in, first-out
(FIFO) method, and, for mutual and trust funds, based on the
average cost for investments in the respective funds.
(c) Administrative Expenses
Administrative expenses paid by the Company on behalf of the Plan
were approximately $18,000 and $22,000 during 1998 and 1997,
respectively.
(d) Use of Estimates
The Plan administrator has made certain estimates and assumptions
related to the reporting of the financial status of the Plan and
changes therein to prepare these financial statements in
conformity with generally accepted accounting principles. Actual
results could differ from those estimates.
(3) Investments
The Plan offers participants the option to choose from eight funds,
including the IGC Stock Fund. The eight funds currently available to
participants are as follows:
American Century Ultra Fund
Neuberger & Berman Guardian Fund
Strong Government Securities Fund
Exeter Trust Company collective investment trust funds:
Long-Term Growth
Growth with Reduced Volatility
Defensive Growth
Stable Income
IGC Stock Fund
Company contributions are allocated on the same bases as those chosen for
participant contributions.
6
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
(3), Continued
A summary of plan investments as of and for the years ended May 31, 1998
and 1997 follows:
May 31, 1998:
Net Appreciation
Number of Shares (Depreciation)
or Principal in Fair Value
Amount During Year Fair Value
------ ----------- ----------
Investment in mutual funds:
American Century
Ultra Fund 182,592 shares $ 1,266,893 5,775,599
Neuberger & Berman
Guardian Fund 127,935 shares 347,757 2,477,180
Strong Government
Securities Fund 54,100 shares 48,668 584,919
Investment in Exeter Trust
Company collective
investment trusts:
Long-Term Growth 257,409 shares 394,291 3,575,073
Growth with Reduced
Volatility 181,252 shares 236,817 2,278,341
Defensive Growth 54,344 shares 63,413 662,458
Stable Income 114,143 shares 73,234 1,289,822
Participant loans $555,364 - 555,364
IGC Stock Fund 46,366 shares (153,158) 474,764
----------- ----------
$ 2,277,915 17,673,520
=========== ==========
7
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
(3), Continued
May 31, 1997:
Net Appreciation
Number of Shares (Depreciation)
or Principal in Fair Value
Amount During Year Fair Value
------ ----------- ----------
Investment in mutual funds:
American Century
Ultra Fund 140,224 shares $ 317,563 4,384,202
Neuberger & Berman
Guardian Fund 110,814 shares 349,661 1,987,593
Strong Government
Securities Fund 43,644 shares 5,057 454,422
Investment in Exeter Trust
Company collective
investment trusts:
Long-Term Growth 250,976 shares 469,153 3,078,445
Growth with Reduced
Volatility 181,163 shares 189,843 2,045,292
Defensive Growth 51,894 shares 36,777 568,977
Stable Income 110,868 shares 70,717 1,183,727
Participant loans $504,155 - 504,155
IGC Stock Fund 41,304 shares (49,625) 582,110
---------- ----------
$1,389,146 14,788,923
========== ==========
8
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements, Continued
(4) Summary of Assets Available for Benefits
A summary of asset balances (including allocated contributions
receivable) as of May 31, 1998 and 1997 and changes in assets available
for benefits for the years then ended for each investment fund follows:
American
Stable Century
Income Balanced Equity Ultra
Fund Fund Fund Fund
---- ---- ---- ----
Assets available for benefits at May 31, 1996 $ 3,021,644 2,352,857 5,915,859 -
Contributions - - - 578,661
Net additions to (deductions from) investments
from investment income and net realized and
unrealized appreciation (depreciation) in
fair value of investments - - - 554,233
Reductions in investments due to withdrawals,
benefit payments and expenses - - - (198,633)
New loans to participants - - - (64,100)
Repayments of loans from participants - - - 87,650
Transfers, net (3,021,644) (2,352,857) (5,915,859) 3,447,302
-------------- ------------- ------------- ------------
Assets available for benefits at May 31, 1997 - - - 4,405,113
Contributions - - - 525,300
Net additions to (deductions from) investments
from investment income and net realized and
unrealized appreciation (depreciation) in
fair value of investments - - - 1,269,175
Reductions in investments due to withdrawals,
benefit payments and expenses - - - (334,555)
New loans to participants - - - (94,038)
Repayments of loans from participants - - - 86,210
Transfers, net - - - (61,695)
-------------- ------------- ------------- ------------
Assets available for benefits at May 31, 1998 $ - - - 5,795,510
============== ============= ============= ============
9
Neuberger & Strong Growth
Berman Government with
Guardian Securities Long-Term Reduced
Fund Fund Growth Volatility
---- ---- ------ ----------
Assets available for benefits at May 31, 1996 - - - -
Contributions 183,758 46,525 442,019 229,367
Net additions to (deductions from) investments
from investment income and net realized and
unrealized appreciation (depreciation) in
fair value of investments 385,754 28,677 469,556 190,218
Reductions in investments due to withdrawals,
benefit payments and expenses (109,070) (23,045) (83,412) (104,938)
New loans to participants (10,978) (2,700) (70,395) (47,944)
Repayments of loans from participants 14,653 5,074 73,492 36,717
Transfers, net 1,531,591 401,716 2,262,420 1,749,616
----------- --------- ------------ ------------
Assets available for benefits at May 31, 1997 1,995,708 456,247 3,093,680 2,053,036
Contributions 200,090 55,304 407,511 194,291
Net additions to (deductions from) investments
from investment income and net realized and
unrealized appreciation (depreciation) in
fair value of investments 348,244 48,932 395,107 237,310
Reductions in investments due to withdrawals,
benefit payments and expenses (138,452) (76,360) (169,330) (148,984)
New loans to participants (46,900) (600) (108,067) (15,770)
Repayments of loans from participants 35,340 4,198 90,642 22,420
Transfers, net 91,288 99,454 (120,972) (56,786)
------------ --------- ------------ ------------
Assets available for benefits at May 31, 1998 2,485,318 587,175 3,588,571 2,285,517
============ ========= ============ ============
10
IGC
Defensive Stable Stock Participant
Growth Income Fund Loan Fund
------ ---------- --------- ---------
Assets available for benefits at May 31, 1996 - - 520,442 507,437
Contributions 70,228 65,910 63,382 -
Net additions to (deductions from) investments
from investment income and net realized and
unrealized appreciation (depreciation) in
fair value of investments 36,921 72,253 (49,242) 37,158
Reductions in investments due to withdrawals,
benefit payments and expenses (25,627) (310,306) (2,994) (15,756)
New loans to participants (1,525) (23,950) - 221,592
Repayments of loans from participants 1,837 20,038 6,815 (246,276)
Transfers, net 489,680 1,362,056 45,979 -
--------- ------------ ----------- --------
Assets available for benefits at May 31, 1997 571,514 1,186,001 584,382 504,155
Contributions 64,300 80,712 57,908 -
Net additions to (deductions from) investments
from investment income and net realized and
unrealized appreciation (depreciation) in
fair value of investments 63,482 73,664 (152,831) 42,160
Reductions in investments due to withdrawals,
benefit payments and expenses (18,675) (116,070) (17,921) (8,873)
New loans to participants (5,988) (8,400) (1,000) 280,763
Repayments of loans from participants 3,835 11,653 8,543 (262,841)
Transfers, net (13,530) 64,983 (2,742) -
--------- ------------ ----------- --------
Assets available for benefits at May 31, 1998 664,938 1,292,543 476,339 555,364
========= ============ =========== ========
11
Cash Total
---- -----
Assets available for benefits at May 31, 1996 132 12,318,371
Contributions - 1,679,850
Net additions to (deductions from) investments
from investment income and net realized and
unrealized appreciation (depreciation) in
fair value of investments - 1,725,528
Reductions in investments due to withdrawals,
benefit payments and expenses - (873,781)
New loans to participants - -
Repayments of loans from participants - -
Transfers, net - -
------ -------------
Assets available for benefits at May 31, 1997 132 14,849,968
Contributions - 1,585,416
Net additions to (deductions from) investments
from investment income and net realized and
unrealized appreciation (depreciation) in
fair value of investments - 2,325,243
Reductions in investments due to withdrawals,
benefit payments and expenses - (1,029,220)
New loans to participants - -
Repayments of loans from participants - -
Transfers, net - -
------ -------------
Assets available for benefits at May 31, 1998 132 17,731,407
====== =============
12
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Notes to Financial Statements
(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) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of assets available for benefits per
the financial statements to Form 5500:
May 31,
1998 1997
---- ----
Assets available for benefits per the financial statements $ 17,731,407 14,849,968
Less: Amounts allocated to withdrawing participants 50,441 -
------------ ------------
Assets available for benefits per Form 5500 $ 17,680,966 14,849,968
============ ============
The following is a reconciliation of benefits paid to participants per
the financial statements to Form 5500:
Year ended
May 31, 1998
------------
benefits paid to participants per the financial statements $ 934,550
Add: Amounts allocated to withdrawing participants at May 31, 1998 50,441
-----------
Benefits paid to participants per Form 5500 $ 984,991
===========
Amounts allocated to withdrawing participants are recorded on Form 5500
for benefit claims that have been processed and approved for payment
prior to May 31, 1998 but not yet paid as of that date.
13
Schedule 1
----------
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Line 27(a) - Schedule of Assets Held for Investment Purposes
May 31, 1998
Current
Identity of Issuer Description of Investment Cost Value
------------------ ------------------------- ---- -----
American Century Ultra Fund $ 5,318,853 5,775,599
Neuberger & Berman Guardian Fund 2,038,126 2,477,180
Strong Funds Government Securities Fund 566,771 584,919
Exeter Trust Long-Term Growth Collective Investment Trust 2,876,877 3,575,073
Exeter Trust Growth with Reduced Volatility Collective
Investment Trust 1,900,154 2,278,341
Exeter Trust Defensive Growth Collective Investment Trust 587,414 662,458
Exeter Trust Stable Income Collective Investment Trust 1,186,525 1,289,822
*Intermagnetics General Common Stock 189,107 474,764
Corporation
Participant Loans Loans 555,364 555,364
------------ ------------
$ 15,219,191 17,673,520
============ ============
*Indicates that the issuer is a party-in-interest as defined in the Employee
Retirement Income Security Act of 1974.
Schedule 2
----------
INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN
Line 27(d) - Schedule of Reportable Transactions
Year ended May 31, 1998
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)
-------------- -------------------- ----- ----- ------ ----------- ----- ---- --------
American Century American Century
Ultra Fund $ 1,972,332 - - - 1,972,332 1,972,332 -
American Century
Ultra Fund - 801,665 - - 728,664 801,665 73,001
Note: Reportable transactions include:
(a) A single transaction within the plan year in excess of 5% of the
current value of the plan assets;
(b) Any series of transactions with, or in conjunction with, the same
person, involving property other than securities, which amount in
the aggregate within the plan year (regardless of the category of
asset and the gain or loss on any transaction) to more than 5% of
the current value of plan assets;
(c) Any transaction within the plan year involving securities of the
same issue if within the plan year any series of transactions with
respect to such securities amount in the aggregate to more than 5%
of the current value of the plan assets; and
(d) Any transaction within the plan year with respect to securities
with, or in conjunction with, a person if any prior or subsequent
single transaction within the plan year with such person, with
respect to securities, exceeds 5% of the current value of plan
assets.
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 25, 1998
Exhibit Index
Exhibit
- -------
23 Consent Of KPMG Peat Marwick LLP