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United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 11-K

(Mark one)

     
þ
  ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

     
o
  TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                        to

Commission file number 1-12981

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 Year ended December 31, 2004 and the Period ending
December 31, 2003

Contents

         
Financial Statements (Unaudited):
       
 
       
Statements of Assets Available for Benefits
    2  
Statements of Changes in Assets Available for Benefits
    3  
Notes to Financial Statements
    4  
 
       
Supplemental Schedule:
       
 
       
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
    12  
 
       
Signatures
    13  

1


 

Solidstate Controls, Inc.
Hourly Employees’ (CWA) Retirement Plan
Statements of Assets Available for Benefits
December 31, 2004 and 2003
(Unaudited)

                 
    December 31,  
    2004     2003  
Assets:
               
Investments, at fair value
  $ 909,241     $ 678,424  
 
           
 
               
Receivables:
               
Employer contributions
    70,478       70,708  
Participants contributions
    6,034       6,220  
 
           
Total receivables
    76,512       76,928  
 
           
 
               
Assets available for benefits
  $ 985,753     $ 755,352  
 
           

See accompanying notes.

2


 

Solidstate Controls, Inc.
Hourly Employees’ (CWA) Retirement Plan
Statements of Changes in Assets Available for Benefits
For the Year ended December 31, 2004 and the
Period ended May 7, 2003 to December 31, 2003
(Unaudited)

                 
    2004     2003  
Additions:
               
 
               
Contributions:
               
Employer
  $ 70,478     $ 70,708  
Participants
    63,793       67,370  
Participant rollovers from other plans
          573,605  
 
           
Total Contributions
    134,271       711,683  
 
           
 
               
Investment income:
               
Net appreciation in fair value of investments
    82,078       42,070  
Interest and dividend income
    19,771       17,464  
 
           
 
    101,849       59,534  
 
           
 
               
Total additions
    236,120       771,217  
 
           
 
               
Deductions:
               
Benefits paid to participants
    (5,719 )     (15,865 )
 
           
 
               
Net increase
    230,401       755,352  
 
               
Assets available for benefits:
               
Beginning of year
    755,352        
 
           
End of year
  $ 985,753     $ 755,352  
 
           

See accompanying notes.

3


 

Solidstate Controls, Inc.
Hourly Employees’ (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2004
(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
Notes to Financial Statements
December 31, 2004
(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 vested 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.

Participant Loans

Participants may borrow a minimum of $1,000 or up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Participants may have up to two loans outstanding at any time, the sum of which may not exceed the maximum allowable. Repayment terms of the loans are generally limited to no longer than 60 months from inception or for a reasonable period of time in excess of 60 months for the purchase of a principal residence, as fixed by the Plan’s Administrative Committee. The loans are secured by the balance in the participant’s account, and bear interest at rates established by the Plan’s administrative committee, which approximate rates charged by commercial lending institutions for comparable loans. Interest rates on loans outstanding at December 31, 2004 ranged between 5% and 5.75%. Principal and interest is paid ratably through payroll deductions. Participant loans outstanding at December 31, 2004 was $108,560 and is included in investments in the accompanying Statements of Assets Available for Benefits. No participant loans were outstanding at December 31, 2003.

5


 

Solidstate Controls, Inc.
Hourly Employees’ (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2004
(Unaudited)

1. Description of Plan (continued)

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 an 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 591/2 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 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.”

6


 

Solidstate Controls, Inc.
Hourly Employees’ (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2004
(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 book values, 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.

7


 

Solidstate Controls, Inc.
Hourly Employees’ (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2004
(Unaudited)

3. Investment Programs

At December 31, 2004 and 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.

8


 

Solidstate Controls, Inc.
Hourly Employees’ (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2004
(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,  
    2004     2003  
AMETEK Stock Fund
  $ 164,919     $ 114,212  
Vanguard Retirement Savings Master Trust
    100,161       91,904  
Vanguard Prime Money Market Fund
    94,758       88,578  
Vanguard Total Bond Market Index Fund
    99,233       114,622  
Vanguard LifeStrategy Moderate Growth Fund
    58,208       46,789  
Vanguard Wellington Fund
    55,521       49,245  
Vanguard 500 Index Fund
    69,564       52,379  
Loan Fund *
    108,560        
Vanguard LifeStrategy Growth Fund **
          39,294  

 
* At December 2003, this investment represented 5% of the fair value of the Plan’s net assets.

** At December 2004, this investment represented less than 5% of the fair value of the Plan’s net assets.

During 2004 and 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  
    Year ended     May 7, 2003 to  
    December 31,     December 31,  
    2004     2003  
Common Stock
  $ 54,270     $ 18,820  
Registered investment companies
    27,808       23,250  
 
           
 
  $ 82,078     $ 42,070  
 
           

9


 

Solidstate Controls, Inc.
Hourly Employees’ (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2004
(Unaudited)

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.

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,  
    2004     2003  
Assets available for benefits per the Financial statements
  $ 985,753     $ 755,352  
Amounts owed to withdrawing participants
          (2,148 )
 
           
Assets available for benefits per Form 5500
  $ 985,753     $ 753,204  
 
           

10


 

Solidstate Controls, Inc.
Hourly Employees’ (CWA) Retirement Plan
Notes to Financial Statements
December 31, 2004
(Unaudited)

6. Differences Between Financial Statements and Form 5500 (continued)

The following is a reconciliation of benefits paid to participants for the year ended December 31, 2004 per the financial statements to the Form 5500:

         
    Year Ended  
    December 31,  
    2004  
Benefits paid to participants per the financial statements
  $ 5,719  
Add: Amounts allocated to withdrawing participants at December 31, 2004
     
Less: Amounts allocated to withdrawing participants at December 31, 2003
    (2,148 )
 
     
Benefits paid to participants per Form 5500
  $ 3,571  
 
     

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.

11


 

Solidstate Controls, Inc.
Hourly Employees’ (CWA) Retirement Plan
Form 5500, Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2004
(Unaudited)

             
    Description of investment, including      
Identity of issue, borrower, lessor, or   maturity date, rate of interest,   Current  
similar party   collateral, par, or maturity value   Value  
AMETEK Stock Fund*
  Common Stock Fund   $ 164,919  
Vanguard Retirement Savings Master Trust*
  Common/Collective Trust     100,161  
Vanguard Prime Money Market Fund*
  Registered Investment Company     94,758  
Vanguard Total Bond Market Index Fund*
  Registered Investment Company     99,233  
Vanguard LifeStrategy Conservative Growth Fund*
  Registered Investment Company     11,598  
Vanguard LifeStrategy Growth Fund*
  Registered Investment Company     43,628  
Vanguard LifeStrategy Moderate Growth Fund*
  Registered Investment Company     58,208  
Vanguard Wellington Fund*
  Registered Investment Company     55,521  
Vanguard Windsor II Fund*
  Registered Investment Company     20,977  
Vanguard PRIMECAP Fund*
  Registered Investment Company     42,789  
Vanguard International Growth Fund*
  Registered Investment Company     12,156  
Vanguard Small-Cap Index Fund*
  Registered Investment Company     9,757  
Vanguard 500 Index Fund*
  Registered Investment Company     69,564  
Fidelity Magellan Fund
  Registered Investment Company     10,158  
BlackRock Small Cap. Fund
  Registered Investment Company     7,254  
Participant Loans *
  Interest rates ranging From 5.0% to 5.75%     108,560  
 
           
 
         
 
      $ 909,241  
 
         

 
* Indicates party-in-interest to the Plan

12


 

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 22, 2005  By:   /s/ John J. Molinelli  
         John J. Molinelli, Member,   
         Administrative Committee   
 

13