11-K 1 form11k.htm ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION  Washington

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

 

For the fiscal year ended December 31, 2004

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.
SAVINGS AND INVESTMENT PLAN

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

MINERALS TECHNOLOGIES INC.
The Chrysler Building
405 Lexington Avenue
New York, New York, 10174-0002

 

 

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

The Savings and Investment Plan Committee
of Minerals Technologies Inc.:

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, 2004 and 2003, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 of the Plan as of December 31, 2004 and 2003, and the changes in net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed 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, 2004 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 audit 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.

 

 

KPMG LLP

New York, New York
June 22, 2005

 

 

2


 

 

MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN
Statements of Net Assets Available for Benefits
(in thousands)

                                                

 

      

 

 

 

         

 

               
 

December 31,

   

2004

     

2003

 
Investments (Note 3):              
   In securities of participating employer

$

44,350

$

38,952

  In securities of unaffiliated issuers:              
       Common stock  

54,186

     

80,268

 
  Commingled funds  

85,131

     

77,658

 
  Mutual funds  

3,913

     

3,594

 
   Loans to participants  

3,184

     

3,239

 
               
Total investments  

190,764

     

203,711

 
               
Contributions receivable  

--

     

355

 
Dividends and interest receivable  

126

     

86

 
Due from broker for securities sold  

--

     

161

 
Cash and cash equivalents  

808

     

391

 
               
       Net assets available for benefits

$

191,698

   

$

204,704

 

 

See accompanying notes to the financial statements.

 

 

3


MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLANT
Statements of Changes in Net Assets Available for Benefits
(in thousands)

 
 

Year Ended December 31,

   

2004

     

2003

 
Additions:              
   Additions to net assets attributed to:              
     Investment income (loss):              
       Net appreciation (depreciation) in fair value
of investments (Note 3)

$

( 7,011

)  

$

33,287

 
  Dividends  

2,020

     

1,546

 
  Interest  

1,308

     

1,300

 
               
                Investment income (loss)  

( 3,683

)    

36,133

 
               
     Contributions:              
         Participants  

6,460

     

6,370

 
  Participants' rollovers  

231

     

546

 
  Employer  

3,030

     

2,973

 
               
              Total contributions  

9,721

     

9,889

 
               
  Net additions  

6,038

     

46,022

 
               
Deductions from net assets attributed to:              
   Benefits paid to participants  

19,019

     

11,385

 
  Administrative expenses (Note 7)  

25

     

16

 
               
                  Total deductions  

19,044

     

11,401

 
               
                  Net (decrease) increase  

( 13,006

)    

34,621

 
               
Net assets available for benefits:              
          Beginning of year  

204,704

     

170,083

 
  End of year

$

191,698

   

$

204,704

 

See accompanying notes to the financial statements.

 

 

4


MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN
 

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 sponsored by Minerals Technologies Inc. (the Plan Sponsor or Company). Employees become eligible to participate in the Plan on the date of their 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 $114,000 at December 31, 2003.
  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 generally $13,000 and $12,000 for 2004 and 2003, respectively.
  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 invests high-quality investment contracts issued by insurance companies, banks and other financial institutions, as well as short-term investment products. Investment contracts pay a fixed or variable interest rate over the life of the contract.
  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.

5


MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN
 

Notes to Financial Statements

  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 and are non-participant-directed. Employee contributions are participant-directed.
  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 participant-directed 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 minimum amount a participant may borrow is $1,000. 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 5.00 percent to 10.50 percent, which are commensurate with prevailing rates as determined quarterly by the Plan administrator. At December 31, 2004, there were 397 individual loans outstanding, carrying an average interest rate of 6.10 percent, with maturities through the year 2019.
  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. In-service withdrawals may also be made under certain circumstances.

(2)

Summary of Significant Accounting Policies
  Basis of Presentation
  The accompanying financial statements have been prepared on the accrual basis of accounting.
  Use of Estimates
  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
SAVINGS AND INVESTMENT PLAN
 

Notes to Financial Statements

  Investment Valuation and Income Recognition
  Investments in the Principal Accumulation Return Fund are valued at cost plus reinvested interest, which approximates fair value. Short-term investments are recorded at cost, which approximates fair value. The MTI Common Stock Fund, Pfizer Common Stock Fund, and Mutual Fund Window are stated at quoted market price. The Balanced Growth Fund, S & P 500 Index Fund, Matrix Equity Fund and International Fund are stated at fair market value reported by the fund manager based on the underlying investment within each fund and are expressed in units representing the net asset value of the 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. Loans receivable from participants are valued at cost, which approximates fair value.
 

Purchases and sales of securities are recorded on a trade date basis. The net appreciation (depreciation) in fair value of investments consists of the net realized gains and losses from the sale of investments and the unrealized appreciation (depreciation) of the fair value for the investments remaining in the Plan.

  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.
  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,

   

2004

     

2003

 
MTI Common Stock Fund,**              
   664 and 657 units, respectively

$

44,350

    $

38,952

 
               
Pfizer Common Stock Fund,*              
  2,015 and 2,272 units, respectively

$

54,186

    $

80,268

 
               
Fixed Income Fund,              
   25,789 and  25,981  units, respectively

$

25,789

    $

25,981

 
               

Balanced  Growth Fund

             

  

489 and 420 units, respectively

$

11,490

    $

9,258

 
               
S&P 500 Index Fund,              
  120 and 122 units, respectively

$

26,443

    $

24,270

 
               
Matrix Equity Fund,              
   886 and  921 units, respectively

$

17,228

    $

16,136

 
               

*  Non-participant-directed
**Employer contributions are non-participant-directed

7


MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN
 

Notes to Financial Statements

For the years ended December 31, 2004 and 2003, the Plan's investments (including gains and losses on investments bought and sold, as well as those held during the year) appreciated (depreciated) in value by $(7,011) and $33,287, respectively, as follows:

(in thousands)

 

Year Ended December 31,

     

2004

     

2003

 

Common stock

 

$

( 12,922

)  

$

21,996

 

Commingled funds

   

5,592

     

10,529

 

Mutual funds

   

319

     

762

 
                 

   

Total

 

$

( 7,011

)  

$

33,287

 

 

(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,

     

2004

     

2003

 

Net Assets:

               
   MTI common stock  

$

44,350

   

$

38,952 

 
  Pfizer common stock    

54,186

     

80,268 

 
  Contributions receivable    

--

     

142 

 
  Due from broker for securities sold    

--

     

161 

 
  Cash and cash equivalents    

801

     

       391 

 
                 
 

Total

 

$

99,337

   

$

119,914 

 

     
     
     
(in thousands)  

Year Ended December 31,

     

2004

     

2003

 
Changes in Net Assets:                
  Participants' contributions  

$

772

   

$

841

 
  Employer contributions    

3,030

     

2,973

 
  Dividends    

1,607

     

1,489

 
  Interest    

8

     

6

 
  Net appreciation (depreciation)                
    in fair value of investments    

( 12,922

)    

21,996

 
  Benefits paid to participants    

( 8,365

)    

( 6,381

)
  Administrative expenses    

( 4

)    

( 4

)
  Transfers to participant-directed                
     investments    

( 4,703

)    

    ( 3,131

)
                 
  Total  

$

( 20,577

)  

$

17,789

 

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.

 

 

8


MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN
 

Notes to Financial Statements

(5)

Plan Terminations

   
  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 to the Company.
   

(6)

Tax Status

   
  The Internal Revenue Service (IRS) determined and informed the Company by a letter dated October 22, 2002, that the Plan and related Trust established thereunder are properly designed and, thus, qualified and tax exempt, respectively, within the meaning of Sections 401(a) and 501(a) of the IRC. The Company believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
   

(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. Fees paid by the Plan for loan origination and maintenance trustee expenses amounted to $25,000 and $16,000 for the years ended December 31, 2004 and 2003, respectively. 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 commingled 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.
   
  Certain Plan investments are shares of the Company's common stock, which qualify as party-in-interest transactions.
   

(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  principally invest  in security of a single issuer.
   
  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, 2004
(in thousands)

(a)

(b)

 

(c)

   

(d)

   

(e)

 

Identity of issue, borrower,
    lessor or similar party  

 

Description of investment/interest

   

Cost

   

Current Value

  Commingled Funds:                
* Fixed Income Fund                
            SSgA Fixed Income Fund  

25,789 units

       

$

25,789

  Balanced  Growth Fund                
      Oakmark Equity & Income Fund  

489 units

       

$

11,490

* S & P 500 Index Fund                
  SSgA Flagship Fund Series A                
      S & P 500 Index Fund  

120 units

       

$

26,443

* Matrix Equity Fund                
  SSgA US Matrix Stock Fund  

886 units

       

$

17,228

* International Fund                
  SSgA Daily Activity                
    International Fund  

258 units

       

$

4,181

                   
                   
  Common Stock:                
* MTI Common Stock Fund                
  Minerals Technologies Inc.                
      Common Stock  

664 units

 

$

26,421

 

$

44,350

  Pfizer Common Stock Fund                
  Pfizer Inc. Common Stock  

2,015 units

 

$

3,613

 

$

54,186

                   
                   
  Mutual Funds:                
  Mutual Fund Window                
  Participant-Directed Brokerage Account  

3,913 units

       

$

3,913

                   
                   
  Participant Loans:                
* Participant Loan Fund                
  Participant Loans  

397 loans with interest from 5.00% to 10.50%

       

$

3,184

                   
         Total            

$

190,764

* Parties in interest, as defined by ERISA.


See accompanying report of independent registered public accounting firm.

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/ John A. Sorel

John A. Sorel
Senior Vice President - Finance and
Chief Financial Officer
Member, Minerals Technologies Inc.
Savings and Investment Plan Committee

 

 

 

 

Date:   June 27, 2005