-----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, J5rjz6EuO2/mR45dmK6P4uZgE9IDp/eYJdXvncKWdRRSg9PHwL+zJNoVyiHpu73J ET0xNzUPfCME+a8m6b+Vlg== 0000950162-02-001026.txt : 20020814 0000950162-02-001026.hdr.sgml : 20020814 20020814161232 ACCESSION NUMBER: 0000950162-02-001026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020814 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020814 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: 02736712 BUSINESS ADDRESS: STREET 1: 47659 HALYARD DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170 BUSINESS PHONE: 734-207-6200 MAIL ADDRESS: STREET 1: 47659 HALYARD DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170 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 metal8k081402.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 August 14, 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.) 47659 Halyard Drive, Plymouth, Michigan 48170 (Address of principal executive offices) (734) 207-6200 (Registrant's telephone number, including area code) 47603 Halyard Drive, Plymouth, Michigan 48170 (Former name or former address, if changed since last report) ================================================================================ Metaldyne Corporation Current Report on Form 8-K ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits EXHIBIT NUMBER 99.1 Statement Under Oath of Principal Executive Officer, dated August 14, 2002. 99.2 Statement Under Oath of Principal Financial Officer, dated August 14, 2002. ITEM 9. REGULATION FD DISCLOSURE. On August 14, 2002, each of the Principal Executive Officer, Timothy D. Leuliette, and the Principal Financial Officer, Wiliam M. Lowe, Jr., of Metaldyne Corporation submitted to the SEC sworn statements pursuant to Securities and Exchange Commission Order No. 4-460. A copy of each of these statements is attached hereto as Exhibit 99.1 and Exhibit 99.2. 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: August 14, 2002 METALDYNE CORPORATION By: /s/ William M. Lowe, Jr. ------------------------------------ Name: William M. Lowe, Jr. Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER 99.1 Statement Under Oath of Principal Executive Officer, dated August 14, 2002. 99.2 Statement Under Oath of Principal Financial Officer, dated August 14, 2002. EX-99.1 3 metal8kex991.txt STATEMENT OF TIMOTHY D. LEULIETTE Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Timothy D. Leuliette, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Metaldyne Corporation (the "Company"), and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, no misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2002, filed on April 1, 2002; o Proxy Statement on Schedule 14-A for our annual meeting of stockholders held May 9, 2002, filed on April 15, 2002; o Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed May 15, 2002; o Current Reports on Form 8-K and Form 8-K/A, filed on June 11, 2002 and June 21, 2002, respectively, and Current Report on Form 8-K filed on July 22, 2002; and -2- o any amendments to any of the foregoing. Subscribed and sworn to /s/ Timothy D. Leuliette before me this 12th day of - ------------------------ August, 2002 Timothy D. Leuliette August 14, 2002 /s/ Holly A. Harmon --------------------------- My Commission Expires: January 10, 2006 EX-99.2 4 metal8kex992.txt STATEMENT OF WILLIAM M. LOWE, JR. Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, William M. Lowe, Jr., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Metaldyne Corporation (the "Company"), and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2002, filed on April 1, 2002; o Proxy Statement on Schedule 14-A for our annual meeting of stockholders held May 9, 2002, filed on April 15, 2002; o Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed May 15, 2002; o Current Reports on Form 8-K and Form 8-K/A, filed on June 11, 2002 and June 21, 2002, respectively, and Current Report on Form 8-K filed on July 22, 2002; and -2- o any amendments to any of the foregoing. Subscribed and sworn to /s/ William M. Lowe, Jr. before me this 12th day of - --------------------------- August, 2002 William M. Lowe, Jr. August 14, 2002 /s/ Denise Bernadi ---------------------------------------- My Commission Expires: December 12, 2003 -----END PRIVACY-ENHANCED MESSAGE-----