1 INDEX OF EXHIBITS PAGE __ OF __ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 DECEMBER 31, 1997. OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------------------- --------------- Commission file number: A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Met-Coil Retirement Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Met-Coil Systems Corporation 5486 6th Street SW Cedar Rapids, IA 52404 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K REQUIRED INFORMATION (a) Financial Statements. Filed as part of this Report on Form 11-K are the financial statements and the schedules thereto of the Met-Coil Retirement Plan as required by Form 11-K together with the report thereon of Deloitte & Touche LLP, independent auditors, dated July 13, 1998, and McGladrey & Pullen, LLP, independent auditors, dated June 26, 1998. (b) Exhibits: A consent of Deloitte & Touche LLP is being filed as Exhibit 23.1 to this Report. (c) Exhibits: A consent of McGladrey & Pullen, LLP is being filed as Exhibit 23.2 to this report. 3 CONTENTS - ------------------------------------------------------------------------------- INDEPENDENT AUDITOR'S REPORT 1 - ------------------------------------------------------------------------------- FINANCIAL STATEMENTS Statements of net assets available for benefits (with fund information) 2 - 5 Statements of changes in net assets available for benefits (with fund information) 6 - 9 Notes to financial statements 10 - 14 - ------------------------------------------------------------------------------- SCHEDULES Item 27a - Schedule of assets held for investment purposes 15 Item 27d - Schedule of reportable transactions 16 - ------------------------------------------------------------------------------- 4 INDEPENDENT AUDITOR'S REPORT To the Plan Administrator Met-Coil Retirement Plan Cedar Rapids, Iowa We have audited the accompanying statement of net assets available for benefits of Met-Coil Retirement Plan as of December 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 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 benefits of Met-Coil Retirement Plan as of December 31, 1997, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment and (2) reportable transactions as of and for the year ended December 31, 1997 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 fund information in the statements of net assets available for benefits and changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available and changes in net assets available of each fund. The supplemental schedules and fund information 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. McGLADREY & PULLEN, LLP Cedar Rapids, Iowa June 26, 1998 1 5 OPINION PAGE DELOITTE & TOUCHE [DELOITTE & TOUCHE LLP LETTERHEAD] INDEPENDENT AUDITORS' REPORT To the Plan Administrator Met-Coil Retirement Plan: We have audited the accompanying statement of net assets available for benefits of the Met-Coil Retirement Plan (the "Plan") as of December 31, 1996, 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 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1996, and the changes in net assets available for 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 basic financial statements taken as a whole. The supplemental information by fund is presented for the purpose of additional analysis of the basic financial statements rather than to present information regarding the net assets available for benefits and changes in net assets available for benefits of the individual funds, and is not a required part of the basic financial statements. The supplemental information by fund is the responsibility of the Plan's management. Such supplemental information by fund has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP May 23, 1997 6 MET-COIL RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) DECEMBER 31, 1997 ---------------------------------------------- LARGE CAP INTERNATIONAL VALUE BALANCED EQUITY EQUITY FUND FUND FUND - ------------------------------------------------------------------------------------------------------- ASSETS Investments: Investments at fair value (Note 3) $ 2,463,284 $ 118,877 $ 713,274 Loans to participants (Note 2) - - - ---------------------------------------------- TOTAL INVESTMENTS 2,463,284 118,877 713,274 ---------------------------------------------- Receivables: Employer contributions 102,357 - - Participants' contributions 13,397 2,330 6,407 ---------------------------------------------- TOTAL RECEIVABLES 115,754 2,330 6,407 ---------------------------------------------- 2,579,038 121,207 719,681 LIABILITIES - - - ---------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $ 2,579,038 $ 121,207 $ 719,681 ============================================== See Notes to Financial Statements. 2 7 - -------------------------------------------------------------------------------- MET-COIL LARGE CAP SMALL CAP SYSTEMS GROWTH GROWTH STABLE CORPORATION EQUITY EQUITY VALUE PARTICIPANT COMMON FUND FUND FUND LOANS STOCK TOTAL - ------------------------------------------------------------------------------------------------ $ 1,273,355 $ 1,116,682 $ 2,895,280 $ - $ 745,849 $ 9,326,601 - - - 88,783 - 88,783 - ------------------------------------------------------------------------------------------------ 1,273,355 1,116,682 2,895,280 88,783 745,849 9,415,384 - ------------------------------------------------------------------------------------------------ - - - - - 102,357 12,815 14,562 8,737 - - 58,248 - ------------------------------------------------------------------------------------------------ 12,815 14,562 8,737 - - 160,605 - ------------------------------------------------------------------------------------------------ 1,286,170 1,131,244 2,904,017 88,783 745,849 9,575,989 - - - - - - - ------------------------------------------------------------------------------------------------ $ 1,286,170 $ 1,131,244 $ 2,904,017 $ 88,783 $ 745,849 $ 9,575,989 ================================================================================================ 3 8 MET-COIL RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) DECEMBER 31, 1996 Large Cap International Value Balanced Equity Equity Fund Fund Fund - ------------------------------------------------------------------------------------------------------ ASSETS Investments: Investments at fair value (Note 3) $ 1,787,282 $ 121,972 $ 369,685 Loans to participants (Note 2) - - - --------------------------------------------- TOTAL INVESTMENTS 1,787,282 121,972 369,685 --------------------------------------------- Receivables: Employer contributions 79,480 - - Participants' contributions 11,068 8,429 5,293 --------------------------------------------- TOTAL RECEIVABLES 90,548 8,429 5,293 --------------------------------------------- 1,877,830 130,401 374,978 LIABILITIES - - - --------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $ 1,877,830 $ 130,401 $ 374,978 ============================================= See Notes to Financial Statements. 4 9 Met-Coil Large Cap Small Cap Systems Growth Growth Stable Corporation Equity Equity Value Participant Common Fund Fund Fund Loans Stock Total - ------------------------------------------------------------------------------------------------ $ 1,017,268 $ 935,901 $ 3,134,306 $ - $ 382,008 $ 7,748,422 - - - 127,222 - 127,222 - ------------------------------------------------------------------------------------------------ 1,017,268 935,901 3,134,306 127,222 382,008 7,875,644 - ------------------------------------------------------------------------------------------------ - - - - - 79,480 9,143 12,511 4,096 - - 50,540 - ------------------------------------------------------------------------------------------------ 9,143 12,511 4,096 - - 130,020 - ------------------------------------------------------------------------------------------------ 1,026,411 948,412 3,138,402 127,222 382,008 8,005,664 - - - - - - - ------------------------------------------------------------------------------------------------ $ 1,026,411 $ 948,412 $ 3,138,402 $ 127,222 $ 382,008 $ 8,005,664 ================================================================================================ 5 10 MET-COIL RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) YEAR ENDED DECEMBER 31, 1997 LARGE CAP INTERNATIONAL VALUE BALANCED EQUITY EQUITY FUND FUND FUND - ------------------------------------------------------------------------------------------------------- Investment income: Interest and dividends, net of fund administrative expenses $ 49,063 $ 2,146 $ 32,038 Net appreciation in fair value of investments (Note 3) 327,452 2,581 102,105 ---------------------------------------------- TOTAL INVESTMENT INCOME 376,515 4,727 134,143 ---------------------------------------------- Contributions: Employer 379,872 - - Participants 149,282 25,410 82,953 ---------------------------------------------- TOTAL CONTRIBUTIONS 529,154 25,410 82,953 ---------------------------------------------- Benefits paid to participants 273,801 21,687 9,699 Excess contributions refunded 10,971 824 3,890 ---------------------------------------------- 284,772 22,511 13,589 ---------------------------------------------- TOTAL INCREASE (DECREASE) PRIOR TO INTERFUND TRANSFERS 620,897 7,626 203,507 Transfer of assets due to participant elections, net 80,311 (16,820) 141,196 ---------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 701,208 (9,194) 344,703 Net assets available for benefits: Beginning of year 1,877,830 130,401 374,978 ---------------------------------------------- End of year $ 2,579,038 $ 121,207 $ 719,681 ============================================== See Notes to Financial Statements. 6 11 MET-COIL LARGE CAP SMALL CAP SYSTEMS GROWTH GROWTH STABLE CORPORATION EQUITY EQUITY VALUE PARTICIPANT COMMON FUND FUND FUND LOANS STOCK TOTAL - ------------------------------------------------------------------------------------------------ $ 9,495 $ 6,258 $ (3,463) $ 5,718 $ 16,658 $ 117,913 280,280 79,887 173,753 - 372,746 1,338,804 - ------------------------------------------------------------------------------------------------ 289,775 86,145 170,290 5,718 389,404 1,456,717 - ------------------------------------------------------------------------------------------------ - - - - - 379,872 148,089 177,716 105,410 - - 688,860 - ------------------------------------------------------------------------------------------------ 148,089 177,716 105,410 - - 1,068,732 - ------------------------------------------------------------------------------------------------ 150,260 23,267 413,213 - 25,089 917,016 6,492 6,185 9,746 - - 38,108 - ------------------------------------------------------------------------------------------------ 156,752 29,452 422,959 - 25,089 955,124 - ------------------------------------------------------------------------------------------------ 281,112 234,409 (147,259) 5,718 364,315 1,570,325 (21,353) (51,577) (87,126) (44,157) (474) - - ------------------------------------------------------------------------------------------------ 259,759 182,832 (234,385) (38,439) 363,841 1,570,325 1,026,411 948,412 3,138,402 127,222 382,008 8,005,664 - ------------------------------------------------------------------------------------------------ $ 1,286,170 $ 1,131,244 $ 2,904,017 $ 88,783 $ 745,849 $ 9,575,989 ================================================================================================ 7 12 MET-COIL RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) YEAR ENDED DECEMBER 31, 1996 Large Cap International Value Balanced Equity Equity Fund Fund Fund - -------------------------------------------------------------------------------------------------------- Investment income: Interest and dividends, net of fund administrative expenses $ 28,750 $ 380 $ 6,840 Net appreciation (depreciation) in fair value of investments (Note 3) 189,732 4,765 49,925 ----------------------------------------------- TOTAL INVESTMENT INCOME 218,482 5,145 56,765 ----------------------------------------------- Contributions: Employer 317,740 - - Participants 145,056 38,281 61,947 ----------------------------------------------- TOTAL CONTRIBUTIONS 462,796 38,281 61,947 ----------------------------------------------- Benefits paid to participants (Note 4) 357,124 38,503 28,399 ----------------------------------------------- TOTAL INCREASE (DECREASE) PRIOR TO INTERFUND TRANSFERS 324,154 4,923 90,313 Other: Transfer of assets due to participant elections, net 59,814 7,317 8,099 Disbursements of participant loans (12,190) (4,200) (2,700) Repayments of participant loans 8,518 3,124 7,113 ----------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 380,296 11,164 102,825 Net assets available for benefits: Beginning of year 1,497,534 119,237 272,153 ----------------------------------------------- End of year $ 1,877,830 $ 130,401 $ 374,978 =============================================== See Notes to Financial Statements. 8 13 Met-Coil Large Cap Small Cap Systems Growth Growth Stable Corporation Equity Equity Value Participant Common Fund Fund Fund Loans Stock Total - ------------------------------------------------------------------------------------------------ $ (2,532) $ (6,896) $ 83,198 $ 6,404 $ 1,210 $ 117,354 157,026 122,377 101,564 - 217,170 842,559 - ------------------------------------------------------------------------------------------------ 154,494 115,481 184,762 6,404 218,380 959,913 - ------------------------------------------------------------------------------------------------ - - - - (20,268) 297,472 112,856 152,877 96,880 - - 607,897 - ------------------------------------------------------------------------------------------------ 112,856 152,877 96,880 - (20,268) 905,369 - ------------------------------------------------------------------------------------------------ 81,867 72,849 699,546 32,080 218,012 1,528,380 - ------------------------------------------------------------------------------------------------ 185,483 195,509 (417,904) (25,676) (19,900) 336,902 91,079 179,766 (346,075) - - - (13,200) (5,200) (17,349) 54,839 - - 7,404 17,291 6,050 (49,500) - - - ------------------------------------------------------------------------------------------------ 270,766 387,366 (775,278) (20,337) (19,900) 336,902 755,645 561,046 3,913,680 147,559 401,908 7,668,762 - ------------------------------------------------------------------------------------------------ $ 1,026,411 $ 948,412 $ 3,138,402 $ 127,222 $ 382,008 $ 8,005,664 ================================================================================================ 9 14 MET-COIL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1. SIGNIFICANT ACCOUNTING POLICIES Basis of accounting: The accompanying financial statements of the Plan are prepared on the accrual basis. Valuation of investments: Investments in corporate common stocks are stated at fair value based on closing sales prices reported on recognized securities exchanges on the last business day of the year. Mutual funds are valued at quoted market prices which represent the net asset values of shares held by the Plan at year end. Quoted market prices are used to value the underlying assets of the collective trust accounts. The amounts presented represent the Plan's share of these collective accounts. Participant loans are valued at cost plus accrued interest, which approximates fair value. Accounting estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires plan management to make estimates and assumptions that affect the reported value of assets and liabilities 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. Payment of benefits: Benefit payments to participant are recorded when paid. NOTE 2. PLAN DESCRIPTION The following description of the Met-Coil Retirement Plan (the "Plan") provides only general information. Participants should refer to the plan document for a more complete description of the Plan's provisions. General: The Plan is a defined contribution plan covering substantially all of the employees of Met-Coil Systems Corporation and subsidiaries (the "Company") who have completed six months of service and are age 21 or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions: Participants may contribute up to 15% of their annual wages before bonuses and commissions. Participants may change their contribution percentage at the end of any calendar quarter and also for the seven-day period following receipt of their quarterly contribution statement. The Company contributes to the Plan an amount equal to 2% of eligible employee compensation. In addition, the Company matches 100% of the first 3% of compensation contributed as an elective deferral by a participant. The Company makes no contributions for the Lockformer Company bargaining unit employees. Iowa Precision Industries, Inc. bargaining unit employees receive employer contributions, as specified in the Collective Bargaining Agreement. Additional amounts may be contributed at the discretion of the Company's Board of Directors. 10 15 MET-COIL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 2. PLAN DESCRIPTION (CONTINUED) Employee contributions are invested in accordance with instructions of the participants. Prior to January 1, 1996, employer contributions were used to purchase Company stock; after January 1, 1996, employer contributions are invested in the Balanced Fund. Participant accounts: Each participant's account is credited with the participant's contributions and, where applicable, an allocation of (a) the Company's contribution and (b) plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting: Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the remainder of their accounts is based on years of continuous service. A participant is 100% vested after six years of credited service. Nonvested amounts are forfeited upon termination and are used to fund the employer contribution. Investment options: Upon enrollment in the Plan, a participant may direct employee contributions in 10% increments to any one or more of the following funds: Balanced Fund: The fund invests primarily in large capitalization, high-quality common stocks and in fixed income senior securities rated within the first four highest categories established by Moody's Investors Service or Standard & Poor's Corporation. International Equity Fund: The fund invests primarily in equity securities of companies domiciled outside the United States. Large Cap Value Equity Fund: The fund invests primarily in common stock of issuers with total market capitalization of $1 billion or greater at the time of purchase. Large Cap Growth Equity Fund: The fund invests primarily in common stock of issurers with total market capitalization of $1 billion or greater at the time of purchase. Small Cap Growth Equity Fund: The fund invests primarily in common stocks of companies with total market capitalization less than $1 billion at the time of purchase. Stable Value Fund: The fund has two portfolios of investment contracts issued by high quality life insurance and investment companies; one collective trust fund is managed by Firstar Trust Co. and the other is managed by Smith Barney Corporate Trust Co. The fund may also invest in units of other guaranteed investment contract collective funds. 11 16 MET-COIL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 2. PLAN DESCRIPTION (CONTINUED) Loans to participants: Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of the lesser of $50,000 or 50 percent of their vested account balance. Loan transactions are treated as a transfer between the investment funds designated by the participant and the loan account. Loan terms range from 1 to 5 years. The loans are secured by the balance in the participant's account and bear interest at the prime rate at the date of the loan, plus 1%. Principal and interest is paid through payroll deductions. Payment of benefits: Upon termination of service, a participant receives a lump-sum amount equal to the value of his or her account. Administrative costs: Certain administrative costs of the Plan are paid by the Company and are not reflected in the financial statements of the Plan. Administrative costs paid by the Plan are reported as a reduction of investment income. NOTE 3. INVESTMENTS Individual investments that represent 5% or more of the Plan's net assets are identified as follows: 1997 1996 ----------------------------- CG Capital Markets Funds: Balanced Investments $ 2,463,284 $ 1,787,282 Large Cap Value Investments 713,274 369,685 Large Cap Growth Investments 1,273,355 1,017,268 Small Cap Growth Investments 1,116,682 935,901 Met-Coil Systems Corporation common stock 745,849 382,008 Firstar Employee Benefit Stable Asset Fund 1,090,553 1,411,436 Smith Barney Corporate Trust Co., Capital Preservation Fund 1,804,727 1,722,870 Others 207,660 249,194 ----------------------------- $ 9,415,384 $ 7,875,644 ============================= 12 17 MET-COIL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 3. INVESTMENTS (CONTINUED) During 1997 and 1996, the Plan's investments (including investments bought, sold and held during the year) appreciated in value by $1,338,804 and $842,559, respectively. 1997 1996 --------------------------- Net change in fair value for the year ended December 31: Investments at fair value as determined by quoted market price: Mutual funds $ 792,305 $ 523,825 Collective trust accounts 173,753 101,564 Corporate common stock 372,746 217,170 --------------------------- $ 1,338,804 $ 842,559 =========================== NOTE 4. BENEFIT PAYMENTS In February 1996, the Company sold its Rowe Machinery & Automation subsidiary. During May 1996, $901,856 was transferred to the new employer's retirement plan in a trust-to-trust transfer. In addition, approximately 65,000 shares of the Company's common stock were liquidated and funds were transferred to the new employer's retirement plan. NOTE 5. PLAN AMENDMENTS On October 23, 1997 the Plan was amended, to be effective March 31, 1996, to allow for employee participation in the Plan on the first day of the calendar quarter following the employee's completion of six months of employment. Employer contributions will commence upon the employee's completion of one year of service. NOTE 6. TRANSACTIONS WITH PARTIES-IN-INTEREST At December 31, 1997 and 1996, the Plan held 253,863 shares and 265,652 shares of common stock of Met-Coil Systems Corporation, a sponsoring employer, with a cost basis of $700,662 and $732,859, respectively. During the years ended December 31, 1997 and 1996, the Plan recorded total investment income of $389,404 and $218,380 from the Met-Coil Systems Corporation common stock. 13 18 MET-COIL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 7. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of plan termination, participants will become 100% vested in their accounts and the trust will continue in effect until all net assets are distributed in accordance with the provisions of the Plan. NOTE 8. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated August 15, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan management believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 14 19 MET-COIL RETIREMENT PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997 Number Of Description Shares Cost Fair Value - ---------------------------------------------------------------------------------------------- CG Capital Markets Funds: Balanced Investments 207,347 $ 2,127,303 $ 2,463,284 International Equity Investments 11,911 124,325 118,877 Large Cap Value Investments 53,710 669,860 713,274 Large Cap Growth Investments 74,903 1,023,451 1,273,355 Small Cap Growth Investments 65,998 1,128,004 1,116,682 Met-Coil Systems Corporation common stock* 253,863 700,662 745,849 Firstar Employee Benefit Stable Asset Fund 46,805 901,271 1,090,553 Smith Barney Corporate Trust Co. 129,947 1,522,462 1,804,727 Capital Preservation Fund Participant loans* N/A 88,783 88,783 --------------------------- TOTAL INVESTMENTS $ 8,286,121 $ 9,415,384 =========================== * Indicates a party-in-interest to the Plan. 15 20 MET-COIL RETIREMENT PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1997 TRANSACTIONS INVOLVING MORE THAN 5 PERCENT OF THE BEGINNING NET ASSETS Total Total Number Total Number Total Of Purchase Of Selling Net Gain Description of Assets Purchases Price Sales Price (Loss) - ------------------------------------------------------------------------------------------------------- CG Capital Markets Balanced Fund 45 $ 799,639 11 $ 122,676 $ 73,981 CG Capital Markets Large Cap Growth Fund 25 288,644 24 242,336 74,620 CG Capital Markets Small Cap Growth 18 292,236 25 180,280 (4,343) 16 21 MET-COIL RETIREMENT PLAN FORM 11-K SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. MET-COIL RETIREMENT PLAN Date: July 8, 1998 By: /s/ Katie M. Michael -------------------------- Katie M. Michael Trustee/Plan Administrator 22 MET-COIL RETIREMENT PLAN FORM 11-K EXHIBIT INDEX Exhibit Page Number Exhibit Number - ------- ----------------------------------- ------ 23.1 Consent of Deloitte & Touche, LLP. 25 23.2 Consent of McGladrey & Pullen, LLP. 26