-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FKCgVf5Mjn1DpCffFAIOnRAs2Pkx88HmXoHEsEAfklhbifVW0q6hgf4KunDuIUPc apohN9tlEn4YjrTNP65yhA== /in/edgar/work/20000628/0000927946-00-000082/0000927946-00-000082.txt : 20000920 0000927946-00-000082.hdr.sgml : 20000920 ACCESSION NUMBER: 0000927946-00-000082 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELCO REMY INTERNATIONAL INC CENTRAL INDEX KEY: 0001046859 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 351909253 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-13683 FILM NUMBER: 663202 BUSINESS ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 BUSINESS PHONE: 7657786499 MAIL ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 11-K 1 0001.txt 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 year ended December 31, 1999 [ ] Transitional report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 333-69715 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Delco Remy International 401(k) Retirement and Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Delco Remy International, Inc. 2902 Enterprise Drive Anderson, Indiana 46013 REQUIRED INFORMATION A. Financial Statements and Schedules: Report of Independent Auditors Statement of Net Assets Available for Benefits Statement of Changes in Net Assets Available for Benefits Notes to Financial Statements B. Exhibits Consent of Independent Auditors 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 hereto duly authorized. Delco Remy International 401(k) Retirement and Savings Plan (Name of Plan) Date June 28, 2000 Delco Remy International Inc., Administrator By: /s/ Roderick English -------------------------------------- Roderick English, Vice President - Human Resources and Communications AUDITED FINANCIAL STATEMENTS Delco Remy International 401(k) Retirement and Savings Plan December 31, 1999 and 1998 and Year Ended December 31, 1999 with Report of Independent Auditors Delco Remy International 401(k) Retirement and Savings Plan Financial Statements December 31, 1999 and 1998 and Year Ended December 31, 1999 with Report of Independent Auditors Contents Report of Independent Auditors .............................................1 Financial Statements Statements of Net Assets Available for Benefits.............................2 Statement of Changes in Net Assets Available for Benefits...................3 Notes to Financial Statements...............................................4 Report of Independent Auditors Plan Administrator Delco Remy International 401(k) Retirement and Savings Plan We have audited the accompanying statements of net assets available for benefits of the Delco Remy International 401(k) Retirement and Savings Plan as of December 31, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended 1999. 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 auditing standards generally accepted in the United States. 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 net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the year ended 1999, in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP May 22, 2000
Delco Remy International 401(k) Retirement and Savings Plan Statement of Net Assets Available for Benefits December 31 1999 1998 ------------------------------------------ Assets: Interest in Delco Remy International Inc. Master Trust $ 38,956,375 $ - Mutual funds - 9,708,650 Participant loans 1,776,590 344,524 ------------------------------------------ Net assets available for benefits $ 40,732,965 $ 10,053,174 ========================================== See accompanying notes.
Delco Remy International 401(k) Retirement and Savings Plan Statements of Changes in Net Assets Available for Benefits Year Ended December 31, 1999 Additions: Employee voluntary contributions $ 4,947,930 Company contributions 1,670,071 Rollover contributions 1,116,300 Plan income from Master Trust 7,577,211 ------------------------- Total additions 15,311,512 Deductions: Participant withdrawals and distributions 1,997,798 Administrative expenses 7,242 ------------------------- Total deductions 2,005,040 ------------------------- 13,306,472 Plan to plan transfers 17,373,319 ------------------------- Net increase 30,679,791 Net assets available for benefits: Beginning of year 10,053,174 ------------------------- End of year $ 40,732,965 ========================= See accompanying notes.
Delco Remy International 401(k) Retirement and Savings Plan Notes to Financial Statements December 31, 1999 1. Significant Accounting Policies Interest in Master Trust Effective January 1, 1999, Delco Remy International, Inc. established the Delco Remy International, Inc. Master Trust ("Master Trust") to hold assets of the Delco Remy International 401(k) Retirement and Savings Plan ("Plan") and the Delco Remy America Personal Savings Plan for Hourly-Rate Employees in the United States. Existing investments of the Plan were transferred into the Master Trust upon its establishment. The Fidelity Management Trust Company ("Trustee") maintains an accounting of the assets associated with each Plan. The Plan's investments in mutual funds at December 31, 1998 were valued at fair value based on the quoted market price as of the most recent valuation date at the end of the year. The participant loans are valued at their outstanding balances, which approximates fair value. Dividends on mutual funds are recorded as investment income on the date received. With respect to the Plan's investments in the Master Trust, marketable securities are stated at fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the plan year, investments traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the average of the last reported bid and ask prices. The fair value of participant units owned by the Master Trust in the collective funds are based on quoted redemption value on the last business day of the Plan's year-end. Administrative Expenses Cash management fees are paid by the Plan. All other administrative expenses are paid by Delco Remy International, Inc. ( "Company"). Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Delco Remy International 401(k) Retirement and Savings Plan Notes to Financial Statements (continued) 1. Significant Accounting Policies (continued) Reclassification Certain amounts in the 1998 financial statements have been reclassified to conform to the 1999 presentation. 2. Description of the Plan The Plan is a defined contribution plan which was established effective August 1, 1994 to provide retirement and other benefits to participants. The Plan covers substantially all salaried employees of the Company, who have completed 90 days of employment with the Company (six months prior to January 1, 1998) and have reached 18 years of age. Salaried employees who transferred from General Motors Corporation ("GM") with more than six months of continuous employment with GM are eligible for participation in the Plan on the date of transfer (or active employment) with the Company. The Plan is subject to the provisions of Employee Retirement Income Security Act of 1974 (ERISA). Participants may make voluntary pre-tax and after-tax contributions to their account through periodic payroll deductions at rates from 1% to 20% of their base salary. The annual pre-tax contributions per participant for the year cannot exceed the maximum contribution limitations established annually by the Internal Revenue Service (IRS). The Company makes matching contributions of 50% of the sum of the pre-tax contributions and after-tax contributions made by each participant, up to 6% of the participant's contributions. The Board of Directors of the Company determines the amount of nonelective contributions, if any, that the Company will contribute each year. Participants are vested at all times in their pre-tax, after-tax, rollover, and nonelective contributions. Participants are vested in Company matching contributions and Retiree Medical Contributions after completing five years of service with the Company, retirement, death, or age 65. Participants may designate that their contributions be deposited in any of the investment options designated by the plan administrator. Delco Remy International 401(k) Retirement and Savings Plan Notes to Financial Statements (continued) 2. Description of the Plan (continued) Participants are entitled to benefits beginning at normal retirement, early retirement or death. Participants may choose one lump sum payment or a series of monthly installments (if the participant's account balance exceeds $5,000) in a dollar amount elected by the participant. Upon termination of employment, the participant's vested account balance becomes payable. If the participant's vested account balance exceeds $5,000, such distribution cannot be made without the participant's consent. The balance of forfeited nonvested accounts was not material as of December 31, 1999 and 1998, and will be used to reduce future employer contributions. Participants may make a complete or partial hardship withdrawal of their pre-tax contributions, supplemental and rollover account balance, excluding earnings allocated to such accounts. The withdrawal must be necessary in light of immediate and heavy financial needs of the participant as defined by IRS regulations. The withdrawal may not exceed the immediate heavy financial need of the participant, and the participant must have obtained all other available distributions. During the twelve months following a hardship withdrawal, pre-tax contributions, after-tax contributions, and employee contributions under any other plan maintained by the Company are suspended. In addition, participants may withdraw all or part of their after-tax contributions. The minimum withdrawal of after-tax contributions is $500. Participants may borrow from their accounts a minimum loan of $1,000 up to a maximum of the lesser of $50,000 or one-half of the vested account balance. Loans bear interest at a rate of 1% above the Trustee's prime lending rate. Payments on the outstanding loans must be made at least quarterly and the repayment period can range from six months to five years, unless the loan is for the purchase or construction of the participant's principal residence, in which case the repayment period is ten years. In the event that a loan is not repaid within the appropriate repayment period, the participant will be deemed to have received a distribution from his account equal to the remaining principal balance and accrued interest outstanding. The Company has the right to amend or terminate the Plan at any time. The Company has the right to suspend contributions to the Plan at any time, whether permanently or temporarily for any length of time. Delco Remy International 401(k) Retirement and Savings Plan Notes to Financial Statements (continued) 2. Description of the Plan (continued) More detailed information concerning the Plan may be found by consulting the Summary Plan Description which is available from the plan administrator. 3. Investments The Plan's assets are held in a Master Trust established for the investment of the assets of the Plan and The Delco Remy America Personal Savings Plan for Hourly-Rate Employees in the United States. Each participating plan has an undivided interest in the Master Trust. The assets of the Master Trust are held by Fidelity Management Trust Company. The Trustee maintains a separate account reflecting the equitable share of each Plan in the Trust. At December 31, 1999, the Plan's interest in the net assets of the Master Trust was approximately 70%. Information relating to the Master Trust investments, investment gain (loss) and the Plan's interest therein is summarized below:
Net assets of Master Trust: Common stock $ 200,427 Mutual funds 46,826,687 Money market funds 5,682,451 Common\collective trusts 2,860,592 Interest of affiliated plan in Master Turst (16,613,782) -------------------- Plan's interest in Master Trust assets $ 38,956,375 ==================== Year ended December 31, 1999 Master Trust investment gain (loss): Interest and Dividend income $ 3,755,351 Net appreciation (depreciation) in fair value of investments: Common stock (29,964) Mutual funds 8,079,813 Investment income of affiliated plan in Master Trust (4,227,989) -------------------- Plan's interest in Master Trust investment gain, net of administrative fees $7,577,211 ====================
Delco Remy International 401(k) Retirement and Savings Plan Notes to Financial Statements (continued) 3. Investments (continued) The fair value of individual investments that represent 5% or more of Plan assets at December 31, 1998 were as follows: Fair Value at December 31, 1998 ----------------------- Mutual funds: Vanguard Money Market Prime Portfolio Reserves, Inc. $ 1,353,294 Fidelity Emerging Growth Fund 2,608,098 Fidelity Balanced Fund 1,351,271 Vanguard Index 500 Trust 3,360,415 Fidelity Contra Fund 575,378 4. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated November 1, 1996, 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. However, the Plan was amended and restated, effective January 1, 1999, subsequent to the issuance of the favorable determination letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Sponsor has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status. 5. Plan Mergers Effective January 1, 1999, the assets and liabilities of several affiliated plans were merged into the Plan. As a result of the merger, the Plan's net assets increased by approximately $17 million. EX-23.1 2 0002.txt CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statement (Form S-8 No. 333-69715) pertaining to the Delco Remy International 401(k) Retirement and Savings Plan of our report dated May 22, 2000 with respect to the financial statements of the Delco Remy International 401(k) Retirement and Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999. /s/ Ernst & Young LLP Indianapolis, Indiana June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----