-----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, Jz2Lu+n9upcFrDmLjQxaoJzDd/FAdh2VIG9kIGR8lqSE1zcpFiVtlIbllUWq88pB pRJjp8KcnhPJORnPX55SQw== 0000950162-02-000884.txt : 20020722 0000950162-02-000884.hdr.sgml : 20020722 20020722135604 ACCESSION NUMBER: 0000950162-02-000884 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020718 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METALDYNE CORP CENTRAL INDEX KEY: 0000745448 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 382513957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12068 FILM NUMBER: 02707631 BUSINESS ADDRESS: STREET 1: 21001 VAN BORN RD CITY: TAYLOR STATE: MI ZIP: 48180 BUSINESS PHONE: 3132747405 MAIL ADDRESS: STREET 1: 21001 VAN BORN ROAD CITY: TAYLOR STATE: MI ZIP: 48180 FORMER COMPANY: FORMER CONFORMED NAME: MASCO INDUSTRIES INC DATE OF NAME CHANGE: 19930629 FORMER COMPANY: FORMER CONFORMED NAME: MASCOTECH INC DATE OF NAME CHANGE: 19930629 8-K 1 metal8k072202.txt FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 18, 2002 Date of Report (Date of earliest event reported) METALDYNE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12068 38-2513957 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification No.) 47603 Halyard Drive, Plymouth, Michigan 48170 (Address of principal executive offices) (734) 207-6200 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ================================================================================ Item 5. Other Events. On July 18, 2002, Metaldyne Corporation and DaimlerChrysler Corporation issued a joint press release, which is filed as an exhibit to this Form 8-K, announcing a non-binding letter of intent to form a joint venture to operate the New Castle Machining Forge facility presently owned by DaimlerChrysler in New Castle, Indiana. The terms of a potential transaction are subject to completion of due diligence, the execution of definitive agreements, regulatory approvals and approvals by the respective company Board of Directors/Board of Management. It is presently contemplated that formation of the joint venture would involve an initial cash investment by Metaldyne of approximately $20-30 million for a minority investment and a contribution of assets by DaimlerChrysler. If the companies proceed with the joint venture, it is expected that there will be customary documentation for a joint venture, including provisions addressing the management of the joint venture and circumstances under which the parties will be entitled to buy or sell the other party's interests in the joint venture, as well as a supply agreement. No assurance can be given that either party will be willing to proceed with the transaction. Item 7. Exhibits. (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description (99.1) Press Release dated July 18, 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: July 22, 2002 METALDYNE CORPORATION By: /s/ William M. Lowe, Jr. -------------------------------------- Name: William M. Lowe, Jr. Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX 99.1 Press Release dated July 18, 2002 EX-99.1 3 metalex991.txt PRESS RELEASE FINAL Contact: Shawn Morgan, DaimlerChrysler Corporation, 248-512-2692 Kurt Ruecke, Metaldyne Corporation, 734-354-4020 Metaldyne and DaimlerChrysler Announce Letter of Intent to Explore Joint Venture at New Castle Machining and Forge Facility Plymouth, Mich./Auburn Hills, July 18, 2002 - Metaldyne Corporation and DaimlerChrysler Corporation have signed a letter of intent to explore entering into a joint venture to operate the DaimlerChrysler New Castle Machining and Forge facility in New Castle, Indiana. The DaimlerChrysler New Castle Machining and Forge operation manufactures suspension components, as well as engine and transmission components for Chrysler, Jeep(R) and Dodge vehicles and employs approximately 1,350 salaried and hourly workers. "Metaldyne is focused on full-service, integrated supply opportunities in the engine, driveline and chassis portion of the automotive industry," said Timothy Leuliette, Metaldyne's Chairman, President and CEO. "This potential joint venture positions us to play a larger role as a systems and module consolidator in keeping with our established company vision." "There is a solid business case behind this letter of intent," said Tom LaSorda, Executive Vice President, Manufacturing, DaimlerChrysler Corporation. "This potential transaction would allow us to explore ways to provide New Castle Machining and Forge with new opportunities to increase its competitiveness, and give the plant access to global markets." -more- Both Metaldyne and DaimlerChrysler will work with the International and Local union leadership in connection with this potential transaction. Employees at the facility are represented by the United Auto Workers Local #371, the International Association of Machinists Lodge D.S. 120 and the Security Police Fire Professionals of America Local #133. Terms of a potential transaction are subject to the completion of due diligence, the execution of a definitive agreement, regulatory approvals, and approval by the respective company Board of Directors/Board of Management. No date for the completion of this stage of the process has been set. "Recently, we announced a divestiture of 66% in a non-automotive subsidiary for $840 million in cash that has allowed us to reposition our balance sheet and capital structure to set the foundation for future growth opportunities," said William Lowe, Executive Vice President and CFO of Metaldyne. "We are focused exclusively on our automotive business and we will be pursuing strategic acquisitions and joint venture opportunities such as this transaction to expand our leadership positions in engine, driveline and chassis components." About Metaldyne Metaldyne is a Heartland Industrial Partners company. The company is a leading global designer and supplier of metal-based components, assemblies and modules for transportation-related powertrain and chassis applications including engine, transmission/transfer case, wheel-end and suspension, axle and driveline, and noise and vibration control products to the motor vehicle industry. The company serves the automotive segment through its Chassis, Driveline & Transmission, and Engine Groups. Headquartered in Plymouth, Mich., Metaldyne's annual revenues exceed $1.4 billion. The company employs nearly 8,500 employees at over 50 facilities in 11 countries. For more information, please visit http://www.metaldyne.com. - ### - ON THE INTERNET Visit DaimlerChrysler's Media Services Web Site at http://www.media.daimlerchrysler.com for additional DaimlerChrysler news. -----END PRIVACY-ENHANCED MESSAGE-----