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Proc-Type: 2001,MIC-CLEAR
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SECURITIES AND EXCHANGE COMMISSION FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF For the fiscal year ended December 31, 2001 Commission file no. 1-3295 A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: MINERALS TECHNOLOGIES INC. B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: MINERALS TECHNOLOGIES INC. Independent Auditors' Report The Savings and Investment Plan Committee We have audited the accompanying statements of net assets
available for benefits of the Minerals Technologies Inc. Savings and Investment
Plan (the Plan) as of December 31, 2001 and 2000 and the related statements of
changes in net assets available for benefits for the years then ended. 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 generally accepted
auditing standards in the United States of America. 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
as of December 31, 2001 and 2000, and the changes in net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States of America. Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental schedule H,
line 4i - schedule of assets (held at end of year) as of December 31, 2001 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. 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 presented in all material
respects in relation to the basic financial statements taken as a whole. KPMG
LLP New York, New York 2 MINERALS TECHNOLOGIES INC. December
31, 2001 2000 Investments (See Note 3): In securities of participating employer $ 28,647 $ 20,996 In securities of unaffiliated issuers: Common stock 108,462 135,666 Commingled and mutual funds 70,908 72,659 Loans to participants 3,007 3,152 211,024 232,473 Contributions receivable 347 361 Dividends and interest receivable 101 105 Cash and cash equivalents 851 258 Net assets available for benefits $ 212,323 $ 233,197 See accompanying notes to the financial statements. 3 MINERALS TECHNOLOGIES INC. Year Ended
December 31,
2001 2000 Additions: Additions to net assets attributed to: Investment income (loss): $ (15,322) $ 33,709 Dividends 1,355 1,263 Interest 1,639 1,722 Investment
(loss) income (12,328 36,694 Contributions: Participants 6,275 6,505 Participants'
rollovers 2,692 246 Employer 2,937 3,031 11,904 9,782 Total
(reductions) additions (424 46,476 Deductions: Deductions from net assets attributed
to: Benefits
paid to participants 20,433 27,123 Administrative
expenses (see Note 7) 17 21 Total
deductions 20,450 27,144 Net
(decrease) increase (20,874) 19,332 Net assets available for benefits: Beginning
of year 233,197 213,865 End of
year $ 212,323 $ 233,197 See accompanying notes to the financial statements. 4 MINERALS TECHNOLOGIES INC. Notes to Financial Statements (1) Description of
Plan The following description of the Minerals Technologies Inc.
Savings and Investment Plan (the Plan) provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions. General The Plan is a defined contribution plan, adopted by
Minerals Technologies Inc. (the Plan Sponsor or Company) in connection with
the initial public offering of the Company's common stock, completed on
October 30, 1992. On April 22, 1999, the Plan was amended to allow employees
to become eligible to participate in the Plan on the date of their employment.
Prior to such amendment, employees became eligible to participate in the Plan
beginning January 1 coincident with or following their first day of
employment. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). Contributions Each participant may elect to contribute between 2% and 15%
of his or her eligible earnings. Contributions may be made on a before-tax
basis, on an after-tax basis or on a combined basis. Employee contributions of
up to 2% of compensation are matched 100% by the Company and the next 4% are
matched 50% by the Company. Employee contributions in excess of 6% are not
matched. The Company's matching contributions are invested solely in the
Company's common stock. Contributions due from the Company amounted to
$111,000 and $115,000 at December 31, 2001 and 2000, respectively. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution
plans. Participants direct the investment of their contributions into various
investment options offered by the Plan. The maximum before-tax contribution
was $10,500 for 2001 and 2000. However, a participant's contributions may be further
limited as a result of the nondiscrimination test criteria as defined by the
Internal Revenue Code (IRC). Participant Accounts Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's contribution
and (b) Plan earnings, and charged with an allocation of administrative
expenses. Allocations are based on participant earnings or account balances,
as defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's account. Vesting Participants are fully vested in the entire value of their
accounts at the time of contribution. Investment Options Each participant in the Plan elects to have contributions
invested in any one or a combination of the following separate investment
options: Fixed Income Fund: This fund is invested in a
combination of high-quality investment contracts with one or more insurance
companies and short-term investments. The investment contracts are guaranteed 5 MINERALS TECHNOLOGIES INC. Notes to Financial Statements by the issuing insurance company to pay a fixed or variable
rate of return over the life of the contract. The rate of return of the fund is
the blended rate of return of all of the investment contracts. Balanced Growth Fund: This fund is invested in stocks,
bonds and cash equivalents. Approximately 50% of the fund is invested in common
stocks of U.S. companies, 40% in fixed income securities, and 10% in
international equities. S & P 500 Index Fund: This fund is designed to match
the risk and return of the Standard & Poor's 500 Index, a broadly based
average of the U.S. equity market. Matrix Equity Fund: This fund is invested in a broad
range of diversified common stocks. MTI Common Stock Fund: This fund invests in the Company's
common stock. All Company matching contributions are invested in this fund. Pfizer Common Stock Fund: This fund invests in the common
stock of Pfizer Inc. The fund holds contributions to the Pfizer Common Stock
Fund, which were transferred from Pfizer Inc when the Plan was activated. No new
contributions can be made to this fund. International Fund: This fund invests in a broad range of
international stocks traded in public markets. Mutual Fund Window: This is a self-managed brokerage
account which invests primarily in a variety of publicly available mutual funds. The investments of the Plan are maintained in a trust (the
Trust) held by State Street Bank and Trust Company. The Trust was established on
December 30, 1992. The Trust agreement provides that any portion of any funds
may, pending its permanent investment or distribution, be invested in short-term
investments. Participant Loans Participants may borrow from their accounts an amount up to
$50,000 or 50 percent of their account balance, whichever is less. The loan
repayments and interest earned are allocated to each eligible investment option
based upon the participant's current contribution election percentages. The loans are secured by the balance in the participant's
account and bear interest at rates that range from 5.75 percent to 10.50
percent, which are commensurate with local prevailing rates as determined
quarterly by the Plan administrator. At December 31, 2001, there were 430
individual loans outstanding, carrying an average interest rate of 8.7%, with
maturities through the year 2014. Payment of Benefits On termination of service due to death, disability,
retirement, or other reasons a participant would receive a lump-sum amount equal
to the value of the participant's account. (2) Summary of Significant
Accounting Policies Basis of Presentation The accompanying financial statements have been prepared
under the accrual method of accounting. 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 reported amounts of assets and liabilities and
changes therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates. 6 MINERALS TECHNOLOGIES INC. Notes to Financial Statements Investment Valuation and Income Recognition Investments in the Fixed Income Fund are valued at cost plus
reinvested interest, which approximates fair value. Short-term investments are
recorded at cost, which approximates fair value. The Balanced Growth Fund, S
& P 500 Index Fund, Matrix Equity Fund, MTI Common Stock Fund, Pfizer Common
Stock Fund, International Fund and Mutual Fund Window are stated at market value
based on quoted market values and are valued in units of each fund. The value of
a unit will fluctuate in response to various factors including, but not limited
to, the price of the underlying shares, dividends paid, earnings and losses, and
the mix of assets in the respective fund. Purchases and sales of securities are recorded on a trade
date basis. Gains and losses on the sales of securities in each fund are
determined based on the average cost of all equivalent securities. Unrealized
appreciation (depreciation) reflects changes in fair value from the beginning of
the year or cost at date of purchase, whichever is later. Dividend income is recorded on the ex-dividend date. Income
from other investments is recorded on an accrual basis. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents,
contributions receivable and dividends and interest receivable approximate fair
value because of the short maturities of those instruments. Loans receivable
from participants approximate fair value because they earn interest based upon
market rates. Payment of Benefits Benefits are recorded when paid. (3) Investments The following presents investments that represent 5 percent
or more of the Plan's net assets: (in thousands) December
31, 2001 2000 Fixed Income Fund, $ 23,324 $ 19,411 S&P 500 Index Fund, $ 21,487 $ 23,586 Matrix Equity Fund, $ 14,730 $ 16,380 MTI Common Stock Fund,* $ 28,647 $ 20,996 Pfizer Common Stock Fund,* $108,462 $135,666 *Non-participant-directed 7 MINERALS TECHNOLOGIES INC. Notes to Financial Statements For the years ended December 31, 2001 and 2000, the Plan's
investments (including gains and losses on investments bought and sold, as well
as those held during the year) (depreciated) appreciated in value by $(15,322) and
$33,709, respectively, as follows: (in thousands) Year Ended December 31, 2001 2000 Common Stock $ (9,947) $ 39,410 Commingled and Mutual Funds (5,375 (5,701 Total $(15,322) $ 33,709 (4) Non-participant-Directed
Investments Information about the net assets and the significant
components of the changes in net assets relating to the
non-participant-directed
investments is as follows: (in thousands) December 31, 2001 2000 Net Assets: MTI
common stock $ 28,647 $ 20,996 Pfizer
common stock 108,462 135,666 Cash
and cash equivalents 981 413 Total $ 138,090 $ 157,075 (in thousands) Year Ended December 31, 2001 2000 Changes in Net Assets: Participants'
contributions $ 914 $ 846 Employer
contributions 2,937 3,031 Dividends 1,304 1,176 Interest 42 114 Net (depreciation)
appreciation in fair value (9,947) 39,410 Benefits
paid to participants (9,175) (16,644) Administrative
expenses (5) (6) Transfers to
participant-directed investments (5,055 (1,452 Total $(18,985) $ 26,475 The MTI Common Stock Fund includes both
participant-directed and non-participant-directed investments. It is not
practicable to segregate the changes in net assets related to the MTI stock
between the participant-directed and non-participant-directed investments. (5)
Washington, D.C. 20549
THE SECURITIES EXCHANGE ACT OF 1934
SAVINGS AND INVESTMENT PLAN
The Chrysler Building
405 Lexington Avenue
New York, New York, 10174-1901
of Minerals Technologies Inc.:
June 21, 2002
SAVINGS AND INVESTMENT PLAN
Statements of Net Assets Available for Benefits
(in thousands)
=======
======
SAVINGS AND INVESTMENT PLAN
Statements of Changes in Net Assets Available for Benefits
(in thousands)
Net
(depreciation) appreciation in
fair value of investments (see Note 3)
======
======
SAVINGS AND INVESTMENT PLAN
SAVINGS AND INVESTMENT PLAN
SAVINGS AND INVESTMENT PLAN
23,324 and 19,411 units, respectively
108 and 105 units, respectively
871 and 887 units, respectively
614 and 614 units, respectively
2,722 and 2,949 units, respectively
SAVINGS AND INVESTMENT PLAN
======
======
======
======
of
investments
=====
=====
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan by action of the Company's Board of Directors, subject to the provisions of ERISA. Upon termination of the Plan, each participant thereby affected would receive the entire value of his or her account as though he or she had retired as of the date of such termination. No part of the assets in the investment funds established pursuant to the Plan would at any time revert the Company.
8
MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
(6) Tax Status
The Internal Revenue Service (IRS) determined and informed the Company by a letter dated March 11, 1997, that the Plan and related Trust established thereunder are qualified and tax exempt, respectively, within the meaning of Sections 401(a) and 501(a) of the IRC. Although the Plan has been amended since receiving the determination letter, the Company believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
The Plan document was amended during 2001 to comply with the requirements of GUST. The GUST amendments relate to a series of tax laws, which amend the tax qualification requirements for employee benefit plans. The Plan Sponsor believes all amendments subsequent to March 11, 1997 are in compliance with applicable requirements of the IRC and other related legislation. The Plan filed for a new tax determination letter with the IRS.
(7) Administrative Costs
The Company pays all costs of administering the Plan except for the fees of the investment advisor, if any, for each fund, which are charged to the respective funds. However, participants are responsible for any origination and maintenance fees for each loan, and certain expenses for participating in the Mutual Fund Window.
(8) Related-Party Transactions
Certain Plan investments are shares of mutual funds managed by State Street Bank and Trust Company. State Street Bank and Trust Company is the Trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for the investment management services amounted to $17,000 and $21,000 for the year ended December 31, 2001 and 2000, respectively.
(9) Concentration of Risks and Uncertainties
The Plan's exposure to a concentration of credit risk is limited by the diversification of investments across several participant-directed fund elections. Additionally, the investments within each participant-directed fund election are further diversified into varied financial instruments, with the exception of the MTI and Pfizer common stock funds, which invest in a single security.
The Plan offers a number of investment options including MTI and Pfizer common stock and a variety of investment funds, some of which are mutual funds. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets for benefits and participant account balances.
9
MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2001
(in thousands)
(a) |
(b) |
(c) |
(d) |
(e) |
Identity of issue, borrower, |
Description of investment/interest |
Cost |
Current Value |
|
* |
Fixed Income Fund |
|||
State Street Bank Fixed Income Fund |
23,324 units |
-- |
$ 23,324 |
|
* |
Balanced Growth Fund |
|||
State Street Bank |
412 units |
-- |
$ 7,250 |
|
* |
S & P 500 Index Fund |
|||
State Street Bank Flagship |
108 units |
-- |
$ 21,487 |
|
* |
Matrix Equity Fund |
|||
State Street Bank Matrix Stock Fund |
871 units |
-- |
$ 14,730 |
|
* |
MTI Common Stock Fund |
|||
Minerals Technologies Inc. |
614 units |
$ 22,494 |
$ 28,647 |
|
Pfizer Common Stock Fund |
||||
Pfizer Inc. Common Stock |
2,722 units |
$ 4,862 |
$108,462 |
|
* |
International Fund |
|||
State Street Bank Daily Activity |
99 units |
-- |
$ 1,040 |
|
Mutual Fund Window |
||||
Self-Managed Brokerage Account |
163 units |
-- |
$ 3,077 |
|
* |
Participant Loan Fund |
|||
Participant Loans |
430 loans, |
-- |
$ 3,007 |
|
Total |
$211,024 |
* Parties in interest, as defined by ERISA.
See accompanying independent auditors' report.
10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Savings and Investment Plan Committee, which administers the Minerals Technologies Inc. Savings and Investment Plan, have duly caused this annual report to be signed on their behalf by the undersigned thereunto duly authorized.
Minerals Technologies Inc. Savings and Investment Plan
By:
/s/ Neil M. Bardach
Neil M. Bardach
Vice President - Finance and Chief Financial Officer;
Treasurer (principal financial officer)
Member, Savings and Investment Plan Committee
Date: June 26, 2002
11
EXHIBIT 23.1
Consent of Independent Auditors
The Savings and Investment Plan Committee
of Minerals Technologies Inc.:
We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-59080, 33-65268, 33-96558 and 333-62739) of our report dated June 21, 2002, relating to the statements of net assets available for benefits of the Minerals Technologies Inc. Savings and Investment Plan as of December 31, 2001 and 2000 and the related statements of changes in net assets available for benefits for the years then ended and related schedule of assets (held at end of year) for the year ended December 31, 2001, which report appears in the December 31, 2001 Annual Report on Form 11-K of the Minerals Technologies Inc. Savings and Investment Plan.
KPMG LLP
New York, New York
June 26, 2002