United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 11-K
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(Mark one)
[ ] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from May 7, 2003 to December 31, 2003
Commission file number 1-12981
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SOLIDSTATE CONTROLS, INC. HOURLY EMPLOYEES' (CWA) RETIREMENT PLAN
(Full title of the plan)
AMETEK, INC.
37 NORTH VALLEY ROAD, BUILDING 4, P.O. BOX 1764
PAOLI, PENNSYLVANIA 19301-0801
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Financial Statements and Supplemental Schedule
For the Period May 7, 2003 to December 31, 2003
CONTENTS
Financial Statements (Unaudited):
Statement of Assets Available for Benefits.....................................2
Statement of Changes in Assets Available for Benefits..........................3
Notes to Financial Statements..................................................4
Supplemental Schedule (Unaudited):
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)................10
Signatures....................................................................11
1
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Statement of Assets Available for Benefits
For the Period May 7, 2003 to December 31, 2003
(Unaudited)
ASSETS:
Investments, at fair value ......... $678,424
--------
Receivables:
Employer contributions ........ 70,708
Participants contributions .... 6,220
--------
Total receivables ........... 76,928
--------
Assets available for benefits $755,352
========
See accompanying notes.
2
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Statement of Changes in Assets Available for Benefits
For the Period May 7, 2003 to December 31, 2003
(Unaudited)
ADDITIONS:
Contributions:
Employer ........................................... $ 70,708
Participants ....................................... 67,370
Participant rollovers from other plans ............. 573,605
--------
Total Contributions .................................. 711,683
--------
Investment income:
Net appreciation in fair value of investments ......... 42,070
Interest and dividend income .......................... 17,464
--------
59,534
--------
Total additions ......................................... 771,217
--------
DEDUCTIONS:
Benefits paid to participants ........................... 15,865
--------
Net increase ............................................ 755,352
Assets available for benefits:
Beginning of period ................................ --
--------
End of period ...................................... $755,352
========
See accompanying notes.
3
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Statement of Changes in Assets Available for Benefits
For the Period May 7, 2003 to December 31, 2003
(Unaudited)
1. DESCRIPTION OF PLAN
GENERAL
In connection with the 2003 acquisition of Solidstate Controls, Inc. by AMETEK,
Inc. ("AMETEK" or "the Company") from the Marmon Group, AMETEK became the plan
sponsor of the Solidstate Controls, Inc. Hourly Employees' (CWA) Retirement Plan
("the Plan"). The following brief description of the Plan provides only
summarized information. Participants should refer to the Plan document for a
more complete description of the Plan's provisions.
The Plan is a tax-deferred 401(k) defined contribution savings plan which
provides eligible employees (whose employment is governed by the terms of a
collective bargaining agreement with the Communications Workers of America
(CWA)) of Solidstate Controls, Inc., an opportunity to invest a portion of their
compensation, as defined by the Plan, in one or a combination of investment
programs (see Note 3).
CONTRIBUTIONS
Each year, participants have an opportunity to invest up to 16% (maximum 6%
before tax and maximum 10% after tax) of their annual compensation, as defined
by the Plan, in multiples of one percent, except for certain highly compensated
participants who may be subject to certain regulatory limitations. Participants
may also contribute amounts representing rollovers from other qualified plans.
The Plan provides for Company contributions equal to 40% of the amount
contributed by each participant, up to a maximum percentage ranging from 1% to
6% of the participants' compensation as determined by the terms of the
collective bargaining agreement. Retirement and matching company contributions
are paid to the Plan at anytime prior to the due date prescribed by law for
filing the Company's federal income tax return for that Plan year.
The Plan has a retirement feature for eligible participants, AMETEK makes
contributions to the Plan on behalf of such participants at a rate $0.35 for
each hour that an active participants is paid compensation. Participant
contributions under the retirement feature of the Plan are not permitted.
Investment programs and transfer and exchange privileges available under the
retirement feature of the Plan are the same as the savings feature under the
Plan.
Forfeited Company contributions, which are insignificant in amount, are used to
reduce current-year Company contributions.
4
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Statement of Changes in Assets Available for Benefits
For the Period May 7, 2003 to December 31, 2003
(Unaudited)
1. DESCRIPTION OF PLAN (CONTINUED)
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) Plan net earnings.
Allocations are based on participant earnings and/or account balances, as
defined. The benefit to which a participant is entitled is the balance in the
participant's account.
VESTING
Participants are fully vested at all times in their contributions to the Plan.
Company contributions under the savings provisions of the Plan and under the
retirement feature of the Plan become fully vested after five years of service.
PAYMENT OF BENEFITS
On termination of service, death, disability or retirement, a participant may
receive a lump-sum amount equal to his or her vested account, elect to receive
payment in installments for life, subject to certain restrictions based on life
expectancy or direct rollover to eligible retirement plan. Participants with a
vested account value of less than $5,000 will be paid in a lump sum as soon as
practicable after retirement, termination, disability or death of the
participant. When a participant attains age 59-1/2 while still an employee, he
or she can elect to withdraw a specified portion of his or her vested account
balance. Also, in certain cases of financial hardship, a participant may elect
to withdraw up to a specified portion of his or her vested account balance,
regardless of age.
PLAN TERMINATION
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA"). While the Company has not expressed any intent to
terminate the Plan, it is free to do so at any time subject to the provisions of
ERISA, and applicable labor agreements. In the event of Plan termination, each
participant will receive the value of his or her separate vested account.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF FINANCIAL STATEMENTS AND PRESENTATION FORMAT
The accompanying financial statements are unaudited because the number of
participants in the Plan are fewer than the number of participants which would
require audited financial statements under ERISA. The financial statements
presented are for a partial year in 2003 due to the 2003 acquisition by AMETEK
mentioned in Note 1. The accompanying financial statements have been prepared on
the accrual basis of accounting, except for the non-accrual of a liability for
amounts owed to withdrawing participants, which are reflected in plan equity in
accordance with U.S. generally accepted accounting principles (see Note 6). The
accompanying financial statements have been prepared in accordance with
Statement of Position (SOP) 99-3, "Accounting for and Reporting of Certain
Defined Contribution Benefit Plan Investments and Other Disclosure Matters."
5
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Statement of Changes in Assets Available for Benefits
For the Period May 7, 2003 to December 31, 2003
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates and
assumptions.
RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statements of net
assets available for benefits.
INVESTMENT VALUATION AND INCOME RECOGNITION
The shares of registered investment companies are valued at quoted market
prices, which represent the net asset values of shares held by the Plan at
year-end. The fair value of the participation units in the common/collective
trust is based on quoted redemption values on the last business day of the plan
year. Money market and short-term investments are carried at the fair value
established by the issuer and/or the trustee. The participant loans are valued
at their outstanding balances, which approximates fair value.
Purchases and sales of investments are reflected on trade dates. Realized gains
and losses on sales of investments are based on the average cost of such
investments. Interest income is recorded on the accrual basis. Dividend income
is recorded on the ex-dividend date. Income from other investments is recorded
as earned.
The net appreciation of investments represents the sum of the change in the
difference between year-end market value and cost of investments, and the
difference between the proceeds received and the cost of investments sold during
the year.
6
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Statement of Changes in Assets Available for Benefits
For the Period May 7, 2003 to December 31, 2003
(Unaudited)
3. INVESTMENT PROGRAMS
At December 31, 2003, the Vanguard Fiduciary Trust Company was the Trustee and a
party-in-interest of the Plan.
A participant may direct contributions (up to certain specified limits) in any
of the following investment options.
- AMETEK Stock Fund
- Vanguard Retirement Savings Master Trust
Registered investment companies:
- Vanguard Prime Money Market Fund
- Vanguard Total Bond Market Index Fund
- Vanguard LifeStrategy Funds
- Vanguard Wellington Fund
- Vanguard Windsor II Fund
- Vanguard PRIMECAP Fund
- Vanguard International Growth Fund
- Vanguard Small-Cap Index Fund
- Vanguard 500 Index Fund
- Fidelity Magellan Fund
- BlackRock Small Cap. Fund
Participants may change their investment options or transfer existing account
balances to other investment options daily.
7
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Statement of Changes in Assets Available for Benefits
For the Period May 7, 2003 to December 31, 2003
(Unaudited)
3. INVESTMENT PROGRAMS (CONTINUED)
The fair value of individual investments that represent 5% or more of the Plan's
assets at year-end are as follows:
DECEMBER 31,
2003
------------
AMETEK Stock Fund ........................ $114,212
Vanguard Retirement Savings Master Trust . 91,904
Vanguard Prime Money Market Fund ......... 88,578
Vanguard Total Bond Market Index Fund .... 114,622
Vanguard LifeStrategy Growth Fund ........ 39,294
Vanguard LifeStrategy Moderate Growth Fund 46,789
Vanguard Wellington Fund ................. 49,245
Vanguard 500 Index Fund .................. 52,379
3. INVESTMENT PROGRAMS (CONTINUED)
During 2003 the Plan's investments (including gains and losses on investments
bought, sold, as well as held during the year) appreciated in value as follows:
FOR THE PERIOD
MAY 7, 2003
TO
DECEMBER 31, 2003
-----------------
Common Stock .................. $18,820
Registered investment companies 23,250
-------
$42,070
=======
4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated November 1, 2002, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Subsequent to this issuance of the determination letter,
the Plan was amended and restated. Once qualified, the Plan is required to
operate in conformity with the Code to maintain its qualification. The plan
administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan, as
amended and restated, continues to be qualified and the related trust is tax
exempt.
8
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Statement of Changes in Assets Available for Benefits
For the Period May 7, 2003 to December 31, 2003
(Unaudited)
5. ADMINISTRATIVE EXPENSES
The expenses of administering the Plan are payable from the trust funds, unless
the Company elects to pay such expenses. The present, the Company elected to pay
such expenses directly.
6. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of assets available for benefits per the
financial statements to the Plan's Form 5500:
DECEMBER 31,
2003
------------
Assets available for benefits per the
financial statements ................... $ 755,352
Amounts owed to withdrawing participants .. (2,148)
---------
Assets available for benefits per Form 5500 $ 753,204
=========
The following is a reconciliation of benefits paid to participants for the year
ended December 31, 2003 per the financial statements to the Form 5500:
FOR THE PERIOD
MAY 7, 2003
TO
DECEMBER 31,
2003
--------------
Benefits paid to participants per the financial statements ............. $15,865
Add: Amounts allocated to withdrawing participants at December 31, 2003 2,148
Less: Amounts allocated to withdrawing participants at December 31, 2002 --
-------
Benefits paid to participants per Form 5500 ............................ $18,013
=======
Amounts allocated to withdrawing participants are recorded on the Plan's Form
5500 for benefit claims that have been processed and approved for payment prior
to December 31 but not yet paid as of that date.
9
Solidstate Controls, Inc.
Hourly Employees' (CWA) Retirement Plan
Form 5500, Schedule H, Line 4i --
Schedule of Assets (Held at End of Year)
December 31, 2003
(Unaudited)
DESCRIPTION OF INVESTMENT,
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, CURRENT
LESSOR, OR SIMILAR PARTY PAR, OR MATURITY VALUE VALUE
------------------------ ---------------------- -----
AMETEK Stock Fund* Common Stock Fund $ 114,212
Vanguard Retirement Savings Master Trust* Common/Collective Trust 91,904
Vanguard Prime Money Market Fund* Registered Investment Company 88,578
Vanguard Total Bond Market Index Fund* Registered Investment Company 114,622
Vanguard LifeStrategy Conservative Growth Fund*
Vanguard LifeStrategy Growth Fund* Registered Investment Company 15,839
Vanguard LifeStrategy Moderate Growth Fund* Registered Investment Company 39,294
Vanguard Wellington Fund*
Vanguard Windsor II Fund* Registered Investment Company 46,789
Vanguard PRIMECAP Fund* Registered Investment Company 49,245
Vanguard International Growth Fund* Registered Investment Company 15,817
Vanguard Small-Cap Index Fund* Registered Investment Company 25,450
Vanguard 500 Index Fund* Registered Investment Company 9,511
Fidelity Magellan Fund Registered Investment Company 2,355
BlackRock Small Cap. Fund Registered Investment Company 52,379
Registered Investment Company 10,589
Registered Investment Company 1,840
---------
$ 678,424
=========
* Indicates party-in-interest to the Plan
10
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Members of the Administrative Committee have duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
Solidstate Controls, Inc.
Hourly Employees'(CWA) Retirement Plan
--------------------------------------
(Name of Plan)
Dated: June 23, 2004 By: /s/ John J. Molinelli
---------------------------------
John J. Molinelli, Member,
Administrative Committee
11