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

October 17, 2006

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 incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

47659 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communication s pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Item 7.01 Regulation FD Disclosure.

As previously disclosed, Metaldyne Corporation ("Metaldyne") has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 31, 2006, by and among Metaldyne, Asahi Tec Corporation, a Japanese corporation (“Asahi Tec”), and Argon Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Asahi Tec (“Acquisition Sub”), pursuant to which Acquisition Sub will merge into Metaldyne (the “Merger”) and Metaldyne, as the surviving corporation of the Merger, will become a wholly-owned subsidiary of Asahi Tec. The necessary stockholder approval for the Merger has been obtained.

Metaldyne also recently disclosed that it and Asahi Tec are engaged in discussions with each other and their respective advisors concerning whether, in light of financial market and industry conditions, the tender offer for Metaldyne's senior subordinated notes contemplated by the Merger Agreement should be pursued on the previously contemplated basis or at all in connection with the Merger. Metaldyne, Asahi Tec and their respective advisors have been contacted by representatives of certain of Metaldyne’s senior noteholders and senior subordinated noteholders subsequent to the announcement of the Merger seeking additional information concerning Metaldyne’s plans with respect to the outstanding Metaldyne notes and indicating an unwillingness to participate in the contemplated tender and related consent, based on available information. With Metaldyne’s permission, Asahi Tec’s financial advisor will be providing a presentation to these representatives and certain noteholders concerning the proposed transaction. The presentation indicates that an alternative being considered is to undertake consent solicitations with respect to the outstanding notes without making any tender offer and to utilize cash that would have been used for a tender offer to reduce the senior secured bank commitments for the transactions. The content of any meetings is expected to be consistent with the presentation. The presentation does not constitute proxy soliciting materials. The visual presentation is furnished herewith as Exhibit 99.1.

There can be no assurance that the conditions to the Merger or the related financings will be satisfied or waived. If Metaldyne and Asahi Tec were to alter their original plans with respect to tender offers for Metaldyne debt securities, it could not only alter the required amount and sources of financing for the Merger and related transactions, including the amount of new senior term debt, but also require modifications of the provisions of the Merger Agreement and other related transaction agreements. No decision to alter the original plans with respect to the notes has yet been reached. There can be no assurance that Metaldyne or Asahi Tec would be able to obtain the agreement of any person required to effect any such modifications, which could include sources of financing in addition to the various parties to the transaction documents.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished herewith:

  Exhibit 99.1     Visual Presentation  

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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 hereunto duly authorized.

Dated: October 17, 2006

METALDYNE CORPORATION

By:   /s/ Jeffrey M. Stafeil

         Name:  Jeffrey M. Stafeil

         Title:    Executive Vice President

                      and Chief Financial Officer

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EX-99.1

Bondholder Presentation Related to the

Acquisition of Metaldyne

October 17, 2006

Cautionary Statement Concerning

Forward-Looking Information

This presentation contains forward-looking statements, as that term is defined by the federal securities law, about Metaldyne's financial condition, results of operations and business and the merger. Forward-looking statements include certain anticipated, believed, planned, forecasted, expected, targeted and estimated results along with Metaldyne’s outlook concerning future results. When used in this presentation, the words "will", "believe", "anticipate", "intend", "estimate", "expect", "plan", "project" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. Metaldyne cautions readers not to place undue reliance on the statements, which speak only as of the date hereof. Risks and uncertainties that could cause actual results to vary materially from those anticipated in the forward-looking statements included in this report include general economic conditions in the markets in which Metaldyne operates and industry-based factors such as: declines in North American automobile and light truck builds, industry cyclicality, reductions in outsourcing by Metaldyne's automotive customers, increases in Metaldyne's raw material and energy costs, labor costs and strikes at Metaldyne's major direct and indirect customers and at Metaldyne's facilities, dependence on significant automotive customers, the level of competition in the automotive supply industry and pricing pressures from Metaldyne's customers, technological developments that could competitively disadvantage Metaldyne, and risks associated with conducting business in foreign countries. In addition, factors more specific to Metaldyne could cause actual results to vary materially from those anticipated in the forward-looking statements included in this report such as risks related to the merger, including the failure to complete the merger, whether due to a failure to complete the related financings, the note tender offer, the consent solicitations or otherwise; receipt of regulatory and other third party consents and approvals for the merger without unexpected delays or conditions; timely consummation of and implementation and execution of the merger plans; Metaldyne's substantial leverage, limitations imposed by Metaldyne's debt instruments, the adequacy of Metaldyne's liquidity to meet Metaldyne's capital expenditures and other cash requirements, Metaldyne's ability to identify attractive and other strategic opportunities; dependence on key personnel and relationships; Metaldyne's ability to retain customers; labor stoppages affecting Metaldyne's direct and indirect customers; whether customer outsourcing trends will be favorable; risks related to international sales; risks of product liability and warranty claims; risks related to environmental matters; risks related to control by Metaldyne's principal stockholder; and Metaldyne's ability to realize upon cost-saving opportunities and to integrate acquisitions and achieve the intended benefits. Metaldyne does not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

Metaldyne discloses important factors that could cause Metaldyne's actual results to differ materially from Metaldyne's expectations under Item 1A ‘‘Risk Factors’’ in Metaldyne's annual report on Form 10-K for the fiscal year ended January 1, 2006 and under Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations in Metaldyne's quarterly report on Form 10-Q for the quarter ended July 2, 2006. These cautionary statements qualify all forward-looking statements attributable to Metaldyne or persons acting on Metaldyne's behalf. When Metaldyne indicates that an event, condition or circumstance could or would have an adverse effect on Metaldyne, Metaldyne means to include effects upon Metaldyne's business, financial and other conditions, results of operations and ability to make payments on Metaldyne's outstanding debt.

Agenda

n

Metaldyne Historic Overview

n

Proposed Transaction Overview for Noteholders

Metaldyne Historic Overview

Note: Assumed FX rate: 1 JPY = 0.008832 USD

(1)Please see Appendix for reconciliation of Bank EBITDA to Adjusted EBITDA

(2)Represents figures for the fiscal year ended March 31, 2006, pro forma for the acquisition of Techno-Metal in March 2006

Transaction Background

n

On August 31, 2006, Metaldyne Corporation ("Metaldyne" or "the

Company") agreed to be acquired by Asahi Tec Corporation ("Asahi
Tec") for approximately $1.2 billion (including Metaldyne's debt)

n

Metaldyne is a leading U.S. automotive OEM supplier of engineered

metal products, primarily for powertrain and chassis applications,
with 6/30/06 LTM revenue of $1,901 million and Bank EBITDA (as
defined in Metaldyne's credit agreement) of $202 million⁽¹⁾ 

–

Metaldyne is owned by Heartland Industrial Partners (50%), CSFB Private Equity

Funds (22%) and other shareholders 

n

Asahi Tec Corp is a leading Japanese automotive OEM supplier,

manufacturing aluminum and ductile iron parts with FY2006 revenue
of $794 million and PF EBITDA of $58 million⁽²⁾

–

Asahi Tec is publicly traded on the Tokyo Stock Exchange, but is currently

controlled by RHJ International (“RHJI”)

n

The financing of the deal will be structured such that Asahi Tec and

Metaldyne will not guarantee each other’s debt and will not be subject
to restrictions on each other’s debt

Post-Transaction Announcement Developments

n

Big 3 announced production cuts for 4Q of:  21% (Ford), 12%

(GM) and 6% (DCX)

n

Following August and September sales announcements, Big 3

market share continues to drop

n

Metaldyne filed 8-K advising investors they should not rely on

prior 3^rd cutbacks at the Big 3

n

8-K also indicates that Metaldyne and Asahi Tec are in

discussions concerning whether, in light of financial market and
industry conditions, the tender offer for the senior subordinated
notes contemplated by the merger agreement should be
pursued on the previously contemplated basis or at all in
connection with the merger

Expected Transaction Benefits to Metaldyne

n

Immediate investment of new equity reduces the risk profile at

the time of automotive sector uncertainty

n

Creates meaningful net debt de-leveraging

n

Asahi Tec’s access to public equity market may provide

additional opportunities for further equity capital contributions

n

As a subsidiary of Asahi Tec, Metaldyne will have

–

Improved capital structure

–

Increased access to Asian OEM customers

–

Enhanced linkages with engineering and technical expertise in Asia

–

Greater potential for lower cost sourcing

($ in millions, FYE December 31)

Product Overview

Customer Overview

Powertrain

47%

Chassis

53%

(1)Adj. EBITDA from 10-K and 10-Q, please see Appendix for reconciliation of Adj EBITDA to Net Income. Bank

EBITDA (as defined in credit agreement) for 2005 and LTM 6/30/06 was $215.4 and $201.9, respectively.
Decline in LTM Bank EBITDA primarily reflects sale of NA Forging and roll off of one time, non-cash FAS 106
curtailment benefits

Metaldyne Company Snapshot

N.A. light car market share⁽¹⁾

N.A. light truck (class 1 – 3) market share⁽¹⁾

U.S. Big 3 light truck (class 1 – 3) market share

U.S. Big 3 light car market share

67.2%

27.8%

5.0%

32.7%

21.6%

9.8%

47.6%

41.9%

10.5%

21.0%

14.5%

6.5%

83.5%

16.5%

67.7%

32.3%

31.4%

29.0%

23.4%

28.3%

20.5%

18.6%

Source:  Ward’s AutoInfoBank

(1)Year to date for August 2006

Light Vehicle Market Share Overview

Note: Corporate credit ratings are Caa1 / B

($ in millions)

Metaldyne Existing Debt Structure

Proposed Transaction Overview for

Metaldyne Noteholders

Transaction Rationale For Asahi Tec

n

Access to Metaldyne's value-added engineering, design and

manufacturing capabilities, such as high-tolerance
machining

n

Stronger product portfolio with Metaldyne's powder metal

and vibration control products

n

Expanded global reach with presence in North America,

Europe, China, and Korea and growing business in India
and Brazil

n

Better positioned to respond flexibly to customer needs for

higher value-added products globally, and for product
modularization locally

n

Joint purchasing

n

Access to strong Metaldyne management

Transaction Structure Alternatives

n

Merger documentation contemplates a tender offer for Metaldyne’s

senior subordinated notes

–

The anticipated tender price reflected trading levels for the senior subordinated notes

during the pre-announcement period

n

Two developments have occurred in the markets since the

announcement

–

Significant increases in Metaldyne bond prices

–

Heightened concerns in bank syndication markets relative to the automotive sector

n

Metaldyne and Asahi Tec are considering whether, in light of financial

market and industry conditions, the tender offer for the senior
subordinated notes should be pursued on the previously contemplated
basis or at all in connection with the merger

–

No decisions have yet been reached

n

One alternative under consideration — which would require modified

transaction documents — is to seek consents from Metaldyne senior
and senior subordinated noteholders without making any tender offer

–

It is possible that no agreement for modification of terms may be reached

n

To facilitate bank syndication and transaction completion, funds

intended for tender would instead reduce senior secured bank
commitments

(1)

Approximately 98% of this amount is required to be immediately reinvested in new equity securities of Asahi Tec, and the

proceeds from this reinvestment will immediately thereafter repay the Aozora Bridge Loan

(2)

In the context of the existing transaction documents, RHJI has committed to invest $150 - $175 million of equity

(3)     Assumes 2%  consent fees

Illustrative Sources and Uses

(1)

Contemplates $150 million equity investment. In the context of the existing transaction documents, RHJI has committed to invest $150 - $175 million of equity

(2)

Total commitment of $200 million

(3)

Assumes 2% consent fees

($ in millions)

Pro forma capital structure – Metaldyne

Illustrative Pro Forma Debt Capitalization

Consent Solicitation – Principal Changes

(1)

In the context of the existing transaction documents, RHJI has committed to invest $150 - $175 million of equity

Executive Summary

n

Transaction has equity and secured debt commitments

–

Ripplewood and co-investors are committing fresh equity⁽¹⁾ to

reduce leverage and cut interest expense at Metaldyne

–

Banks are providing new underwritten senior secured debt in the

capital structure

n

Bonds are understood to be trading at higher levels

post-announcement, despite overall auto sector being lower

n

The combination provides new cross-border opportunities for

Metaldyne

n

No recent M&A activity in the auto sector

Appendix

($ in Millions)

Net Loss to Bank EBITDA Bridge

($ in Millions)

Net Loss to Adjusted EBITDA Bridge