<DOCUMENT>
<TYPE>11-K
<SEQUENCE>1
<FILENAME>metal11ksalaried.txt
<DESCRIPTION>FORM 11-K
<TEXT>
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 fiscal year ended December 31, 2000.
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
-- ACT OF 1934.
For the transition period from ___________ to ___________
Commission file number: 333-74875
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: MascoTech, Inc. Salaried 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Metaldyne Corporation
(formerly known as MascoTech, Inc.)
47603 Halyard Drive
Plymouth, Michigan 48170
<PAGE>
MASCOTECH, INC. SALARIED 401(k) PLAN
TABLE OF CONTENTS
Page No.
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Accountants.................................................................... 2
Financial Statements:
Statements of Net Assets Available for Benefits
at December 31, 2000 and 1999........................................................... 3
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 2000........................................... 4
Notes to Financial Statements................................................................ 5-8
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes
at December 31, 2000.................................................................... 9-10
Signature............................................................................................ 11
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee of the
MascoTech, Inc. Salaried 401(k) Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the MascoTech, Inc. Salaried 401(k) Plan (the "Plan"), at December 31, 2000
and 1999, and the changes in net assets available for benefits for the year
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States of America. 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 of these statements in accordance with auditing standards generally
accepted in the United States of America, which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
Detroit, Michigan
June 20, 2001
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<PAGE>
MASCOTECH, INC. SALARIED 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE
FOR BENEFITS
December 31, 2000 and 1999
<TABLE>
<CAPTION>
ASSETS 2000 1999
---- ----
<S> <C> <C>
Investments, at fair value $117,097,824 $120,121,946
Employee contributions receivable 472,810 548,331
Employer contributions receivable 75,971 65,330
Participant loans receivable 1,638,675 1,553,388
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $119,285,280 $122,288,995
============ =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE>
MASCOTECH, INC. SALARIED 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
for the year ended December 31, 2000
<TABLE>
<CAPTION>
<S> <C>
Additions:
Investment activity:
Net appreciation/(depreciation) in fair value of investments $(19,101,067)
Interest and dividend income 10,117,811
-------------
Total investment activity (8,983,256)
Employee contributions 9,498,553
Employer contributions 557,738
Other, net 3,101
-------------
Total additions 1,076,136
Deduction, benefit payments 9,940,430
-------------
Net increase/(decrease) (8,864,294)
Net assets available for benefits:
Beginning of year 122,288,995
Transfers of net assets into plan, net (Note A) 5,860,579
-------------
End of year $119,285,280
=============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE>
MASCOTECH, INC. SALARIED 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
A. Description of Plan:
The following description of the MascoTech, Inc. Salaried 401(k) Plan ("Plan")
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
1. General. The Plan is a defined contribution plan covering salaried
employees at certain divisions and subsidiaries of Metaldyne Corporation,
formerly known as MascoTech, Inc. ("Company"). Eligible employees
participate in the Plan on the first day of the calendar quarter following
their date of hire. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
2. Contributions. Participants may contribute up to 15 percent (varying by
division or subsidiary) of their pretax annual compensation, as defined in
the Plan. Participants may also make rollover contributions representing
distributions from other tax-qualified plans. Participants may direct
employee contributions in one percent increments in any of 21 investment
options. These options are professionally managed mutual funds, and vary in
their respective strategies, risks and goals. Participants may change their
investment options daily. The Company makes matching and/or profit sharing
contributions in accordance with the provisions of the Plan. These Company
contributions, if applicable, vary by division or subsidiary and are
invested pursuant to the participant's investment election. Contributions
are subject to certain limitations.
3. Participant Accounts. Each active participant's account is credited with
the participant's contribution and allocations of (a) the Company's
contribution (if applicable), and (b) Plan earnings. Allocations are based
on participants' earnings or account balances, as defined. Plan
administrative expenses are paid by the Company and not charged to
participants' accounts. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
4. Vesting. Participants are immediately vested in their contributions plus
actual earnings thereon. Participants are immediately vested in the Company
matching and/or profit sharing contribution plus earnings thereon.
5. Participant Loans Receivable. Generally, participants may borrow from
their pretax or rollover contribution accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their account
balance. Loan terms range from 1-15 years. The loans are collateralized by
the balance in the participant's account and bear interest at a rate
commensurate with the local prevailing rates as determined by the Plan
administrator. Principal and interest is paid ratably through monthly
payroll deductions.
6. Payment of Benefits. After separation from service due to termination,
death, disability, or retirement, generally a participant may elect to
receive an amount equal to the value of the participant's vested interest
in his or her account in either a lump-sum amount, or
-5-
<PAGE>
in annual installments over a period not to exceed five years. In-service
and hardship withdrawals are distributed in a single lump-sum payment.
During 2000, several transfers were executed within the MascoTech, Inc. Hourly
and MascoTech, Inc. Salaried 401(k) Plans in an effort to consolidate multiple
accounts held by participants of the plans. In some cases, participants held
accounts in more than one plan. Because of these transfers, participants
affected by the account consolidation now have a single account in the plan in
which they are currently active. Total transfers into the Plan amounted to
$15,499 as a result of this event.
Effective January 27, 2000, MascoTech Industrial Components, Inc. -
Nicholasville, Kentucky was sold, removed as a currently participating employer
and added as a formerly participating employer. As a result of the sale, account
balances were distributed to the participants pursuant to the terms of the Plan.
Effective July 1, 2000, the accounts of the salaried participants of the
Cuyahoga Bolt & Screw Corporation 401(k) Savings and Retirement Plan and Trust
merged into the Plan as part of Lake Erie Screw Corporation, Di-Rite Company. As
a result of this event, net assets of $1,233,103 were transferred into the Plan.
Effective August 1, 2000, the accounts of the salaried participants of the
Windfall Products, Inc. 401(k) Pension Plan merged into the Plan. As a result of
this event, net assets of $4,611,977 were transferred into the Plan. Investments
in the guaranteed interest account of the prior trustee are recorded in the
Stable Value Fund.
Effective August 30, 2000, MascoTech Forming Technologies - Ypsilanti, Michigan
was closed, removed as a currently participating employer and added as a
formerly participating employer. As a result of the closure, account balances
were distributed to the participants pursuant to the terms of the Plan.
On November 28, 2000, a recapitalization of MascoTech, Inc. was consummated by
an investor group led by Heartland Industrial Partners, L.P. and Credit Suisse
First Boston. When the transaction closed on November 28, 2000, the MascoTech,
Inc. Company Stock Fund was removed as an investment option. Account balances in
the MascoTech, Inc. Company Stock Fund were liquidated and reinvested based on
the participant's current investment elections.
B. Accounting Policies:
The following is a summary of significant accounting policies (in accordance
with generally accepted accounting principles) followed in the preparation of
these financial statements.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements
-6-
<PAGE>
and
reported amounts of additions and deductions during the reporting period. Actual
results could differ from estimates.
Risks and Uncertainties
The Plan provides for various investment options in mutual funds and other
investment securities. Investment securities are exposed to various risks,
including interest rate, market and credit risks. Due to the level of risk
associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is reasonably
possible that changes in risks in the near term could materially affect
participants' account balances and the amounts reported in the statements of net
assets available for benefits and the statement of changes in net assets
available for benefits.
Investment Valuation and Income Recognition
Investments are stated at fair value as determined by Fidelity Institutional
Retirement Services Company (the "Trustee") using quoted market prices as of
December 31, 2000 and 1999.
Investment transactions are reflected on a trade-date basis. Realized gains and
losses on investments are based on average cost. Interest income is recognized
on the accrual basis of accounting. Dividend income is recorded on the
ex-dividend date. Income from other securities is recorded as earned on an
accrual basis.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) of those investments.
C. Investments:
The following investments represent 5% or more of the Plan's net assets at
December 31, 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C> <C> <C>
Fidelity Fund, 595,928 and 597,780 shares, respectively $ 19,522,615 $ 25,471,390
Fidelity Magellan Fund, 363,564 and 365,382 shares,
respectively $ 43,373,140 $ 49,922,136
Fidelity Retirement Government Money Market Portfolio, 9,652,769
and 11,290,864 shares, respectively $ 9,652,769 $ 11,290,864
INVESCO Dynamics Fund, 260,608 and 96,530 shares,
respectively $ 6,194,646 $ 2,496,259
Fidelity Retirement Growth Fund, 480,795 and 233,632 shares, $ 10,582,288 $ 6,039,392
respectively
</TABLE>
-7-
<PAGE>
MASCOTECH, INC. SALARIED 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Concluded)
During 2000, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated/(depreciated) in
value by $(19,101,067) as follows:
Mutual Funds $(19,340,709)
MascoTech, Inc. Company Stock Fund 239,642
-------------
$(19,101,067)
=============
D. Income Tax Status:
The Internal Revenue Service has determined and informed the Company by letter
dated April 19, 1995, that the Plan is designed in accordance with applicable
sections of the Internal Revenue Code (the "Code"). The Plan has since been
amended; however, the Plan administrator believes that the Plan is currently
designed and being operated in compliance with the Code. Therefore, no provision
for income taxes has been included in the Plan's financial statements.
E. Benefits Payable:
Benefits payable to participants who became eligible to take a distribution from
the Plan but have not yet been paid totaled $27,542,170 and $27,695,715 at
December 31, 2000 and 1999, respectively.
F. Plan Termination:
Although the Company has not expressed any intent to do so, the Company has the
right at any time to discontinue its contributions and terminate the Plan
subject to the provisions of ERISA. At any such date of termination, the
Administrative Committee of the MascoTech, Inc. Salaried 401(k) Plan shall
direct the Plan trustee to distribute to the participants all assets of the
Plan, net of any termination expenses which will be prorated among the accounts.
G. Other:
Differences between the data shown on pages 3 and 4 of this report and the 2000
Form 5500 filed with the Department of Labor are principally attributable to
adjustments made by the Plan administrator to conform the financial statements
to the accrual basis of accounting.
H. Subsequent Events:
Effective January 27, 2001, the Fidelity Retirement Growth Fund name was changed
to the Fidelity Independence Fund.
Effective March 26, 2001, the Warburg Pincus Emerging Growth Fund and the
Warburg Pincus International Equity Fund names were changed to the Credit Suisse
Warburg Pincus Emerging Growth Fund and Credit Suisse Warburg Pincus
International Equity Fund, respectively.
-8-
<PAGE>
MASCOTECH, INC. SALARIED 401(k) PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 2000
<TABLE>
<CAPTION>
(c)
(b) Description of Investment
Identity of Issuer, Including Maturity Date, Rate of (e)
Borrower or Interest, Collateral, Par or Maturity Current
(a) Similar Party Value and Outstanding Number of Shares Value
--------- ------------------------- ------------------------------------------------- -------------
<S> <C> <C> <C>
* Founders Asset Dreyfus Founders Growth Fund
Management, Inc. 228,799 shares $ 3,209,765
* INVESCO Funds INVESCO Dynamics Fund
Group, Inc. 260,608 shares 6,194,646
INVESCO Select Income Fund
98,247 shares 582,604
* Franklin Templeton Templeton Developing Markets Trust
Group of Funds 28,592 shares 302,790
* E.M. Warburg Warburg Pincus Emerging Growth Fund
Pincus, Inc. 48,243 shares 1,731,917
Warburg Pincus International Equity Fund
19,696 shares 297,017
* Fidelity Fidelity Fund
Institutional 595,928 shares 19,522,615
Retirement Services
Company Fidelity Magellan Fund
363,564 shares 43,373,140
Fidelity Intermediate Bond Fund
572,149 shares 5,744,374
Fidelity Retirement Growth Fund
480,795 shares 10,582,288
Fidelity Overseas Fund
88,799 shares 3,052,039
</TABLE>
-9-
<PAGE>
MASCOTECH, INC. SALARIED 401(k) PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (Concluded)
December 31, 2000
<TABLE>
<CAPTION>
(c)
(b) Description of Investment
Identity of Issuer, Including Maturity Date, Rate of (e)
Borrower or Interest, Collateral, Par or Maturity Current
(a) Similar Party Value and Outstanding Number of Shares Value
--------- ------------------------- ------------------------------------------------- -------------
<S> <C> <C> <C>
Fidelity Fidelity Low-Priced Stock Fund
Institutional 80,432 shares 1,859,583
Retirement Services
Company, concluded Fidelity Equity Income II Fund
Institutional 150,368 shares 3,587,789
Fidelity Retirement Government
Money Market Portfolio
9,652,769 shares 9,652,769
Spartan(R)U.S. Equity Index Fund
113,990 shares 5,335,853
Fidelity Freedom Income Fund(R)
1,197 shares 13,373
Fidelity Freedom 2000 Fund(R)
16,229 shares 191,670
Fidelity Freedom 2010 Fund(R)
43,162 shares 597,366
Fidelity Freedom 2020 Fund(R)
22,441 shares 326,737
Fidelity Freedom 2030 Fund(R)
21,339 shares 320,083
Stable Value Fund
619,406 shares 619,406
Participant Loans
Rates of Interest, 7.5% - 9.5% 1,638,675
-------------
$118,736,499
=============
</TABLE>
* These investments are with a party-in-interest.
-10-
<PAGE>
MASCOTECH, INC. SALARIED 401(k) PLAN
SIGNATURE
The Plan. 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.
MascoTech, Inc. Salaried 401(k) Plan
By: Metaldyne Corporation, Plan Administrator
of the MascoTech, Inc. Salaried 401(k) Plan
Date: June 27, 2001 By: /s/ James F. Tompkins
------------- -----------------------------------------
James F. Tompkins
Vice President and Treasurer and Chief
Accounting Officer and Authorized
Signatory
<PAGE>
MASCOTECH, INC. SALARIED 401(k) PLAN
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
23 Consent of PricewaterhouseCoopers LLP relating to the Plan
financial statements
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-74875) of Metaldyne Corporation (formerly
MascoTech, Inc.) of our report dated June 20, 2001 relating to the financial
statements of the MascoTech, Inc. Salaried 401(k) Plan, which appears in this
Form 11-K.
PricewaterhouseCoopers LLP
Detroit, Michigan
June 27, 2001
</TEXT>
</DOCUMENT>