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
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the year ended December 31, 1999
[ ] Transitional report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
Commission file number: 333-69713
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
The Delco Remy America Personal Savings Plan for
Hourly-Rate Employees in the United States
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, Indiana 46013
<PAGE>
REQUIRED INFORMATION
A. Financial Statements and Schedules:
Report of Independent Auditors
Statement of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
B. Exhibits
Consent of Independent Auditors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereto duly authorized.
The Delco Remy America Personal Savings Plan for
Hourly-Rate Employees in the United States(2)
(Name of Plan)
Date June 28, 2000 Delco Remy America, Inc., Administrator
By: /s/ Roderick English
-----------------------------------------
Roderick English, Senior Vice President
Human Resources and Communications
<PAGE>
Audited Financial Statements
The Delco Remy America Personal Savings Plan for Hourly-Rate Employees in the
United States
December 31, 1999 and 1998 and Year Ended
December 31, 1999 with Report of Independent Auditors
<PAGE>
The Delco Remy America Personal Savings Plan for
Hourly-Rate Employees in the United States
Financial Statements
December 31, 1999 and 1998 and Year Ended
December 31, 1999 with Report of Independent Auditors
Contents
Report of Independent Auditors ..................................1
Financial Statements
Statements of Net Assets Available for Benefits..................2
Statement of Changes in Net Assets Available for Benefits........3
Notes to Financial Statements....................................4
<PAGE>
Report of Independent Auditors
Plan Administrator
The Delco Remy America Personal Savings Plan for
Hourly-Rate Employees in the United States
We have audited the accompanying statements of net assets available for benefits
of the Delco Remy America Personal Savings Plan for Hourly-Rate Employees in the
United States as of December 31, 1999 and 1998, and the related statement of
changes in net assets available for benefits for the year ended 1999. 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 auditing standards generally accepted
in the United States. 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 of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended 1999, in conformity with accounting principles
generally accepted in the United States.
/s/ Ernst & Young LLP
May 22, 2000
<PAGE>
<TABLE>
<CAPTION>
The Delco Remy America Personal Savings Plan
for Hourly-Rate Employees in the United States
Statement of Net Assets Available for Benefits
December 31
1999 1998
--------------------------------------
<S> <C> <C>
Assets:
Interest in Delco Remy
International Inc. Master Trust $ 16,613,782 $ -
Mutual funds - 11,453,838
Participant loans 796,750 508,941
--------------------------------------
Net assets available for benefits $ 17,410,532 $ 11,962,779
======================================
<FN>
See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1999
<S> <C>
Additions:
Employee voluntary contributions $ 2,380,674
Rollover contributions 39,144
Plan income from Master Trust 4,227,989
----------------------
Total additions 6,647,807
Deductions:
Participant withdrawals and distributions 1,197,889
Administrative expenses 2,165
----------------------
Total deductions 1,200,054
----------------------
Net increase 5,447,753
Net assets available for benefits:
Beginning of year 11,962,779
----------------------
End of year $ 17,410,532
======================
<FN>
See accompanying notes
</FN>
</TABLE>
<PAGE>
The Delco Remy America Personal Savings Plan for
Hourly-Rate Employees in the United States
Notes to Financial Statements
December 31, 1999
1. Significant Accounting Policies
Interest in Master Trust
Effective January 1, 1999, Delco Remy International, Inc. established the Delco
Remy International, Inc. Master Trust ("Master Trust") to hold assets of the
Delco Remy International 401(k) Retirement and Savings Plan and the Delco Remy
America Personal Savings Plan for Hourly-Rate Employees in the United States
("Plan"). Existing investments of the Plan were transferred into the Master
Trust upon its establishment. The Fidelity Management Trust Company ("Trustee")
maintains an accounting of the assets associated with each Plan.
The Plan's investments in mutual funds at December 31, 1998 were valued at fair
value based on the quoted market price as of the most recent valuation date at
the end of the year. The participant loans are valued at their outstanding
balances, which approximates fair value. Dividends on mutual funds are recorded
as investment income on the date received.
With respect to the Plan's investments in the Master Trust, marketable
securities are stated at fair value. Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day of
the plan year, investments traded in the over-the-counter market and listed
securities for which no sale was reported on that date are valued at the average
of the last reported bid and ask prices. The fair value of participant units
owned by the Master Trust in the collective funds are based on quoted redemption
value on the last business day of the Plan's year-end.
Administrative Expenses
Cash management fees are paid by the Plan. All other administrative expenses are
paid by Delco Remy America, Inc. ("Company").
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 amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
<PAGE>
The Delco Remy America Personal Savings Plan for
Hourly-Rate Employees in the United States
Notes to Financial Statements (continued)
1. Significant Accounting Policies (continued)
Reclassification
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
2. Description of Plan
The Plan is a defined contribution plan which was established effective August
1, 1994 to provide retirement and other benefits to participants. The Plan
covers substantially all hourly employees of the Company, who have attained
seniority, which is defined in the applicable collective bargaining agreement.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
Employees may make voluntary contributions to their account through periodic
payroll deductions at rates from 1% to 25% of gross pay. In addition,
participants may elect to contribute from 1% to 100% of their share of the
Company profit sharing distribution. The profit sharing contribution and payroll
deductions combined cannot exceed the maximum contribution limitations
established annually by the Internal Revenue Service.
Participants may designate that their contributions be deposited in any of the
investment options designated by the Plan administrator. Participant
contributions vest immediately.
A participant may make a complete or partial hardship withdrawal of amounts held
in his or her account. The withdrawal must be necessary in light of immediate
and heavy financial needs of the participant. During the twelve months following
a withdrawal, employee contributions are suspended.
Participants may borrow from their accounts a minimum of $1,000 up to a maximum
of the lesser of $50,000 or one-half of the vested account balance. Loans bear
interest at the Plan Trustee's prime rate. Payments on the outstanding loans
must be made at least quarterly and the repayment period can range from twelve
months to five years, unless the loan is for the purchase or construction of the
participant's principal residence, in which case the repayment period is ten
years.
<PAGE>
The Delco Remy America Personal Savings Plan for
Hourly-Rate Employees in the United States
Notes to Financial Statements (continued)
2. Description of Plan (continued)
The Company has the right to amend or terminate the Plan at any time.
More detailed information concerning the Plan may be found by consulting the
Summary Plan Description which is available from the plan administrator.
3. Investments
The Plan's assets are held in a Master Trust established for the investment of
the assets of the Plan and The Delco Remy International 401(k) Retirement and
Savings Plan. Each participating plan has an undivided interest in the Master
Trust. The assets of the Master Trust are held by Fidelity Management Trust
Company. The Trustee maintains a separate account reflecting the equitable share
of each Plan in the Trust. At December 31, 1999, the Plan's interest in the net
assets of the Master Trust was approximately 30%. Information relating to the
Master Trust investments, investment gain (loss) and the Plan's interest therein
is summarized below and on the following page:
Net assets of Master Trust:
Common stock $ 200,427
Mutual funds 46,826,687
Money Market 5,682,451
Common\collective trusts 2,860,592
Interest of affiliated plan in Master Trust (38,956,375)
--------------------
Plan's interest in Master Trust assets $ 16,613,782
====================
<PAGE>
The Delco Remy America Personal Savings Plan for
Hourly-Rate Employees in the United States
Notes to Financial Statements (continued)
3. Investments (continued)
<TABLE>
<CAPTION>
<S> <C>
Year ended December 31, 1999 Master Trust investment gain (loss):
Interest and Dividend income $ 3,755,351
Net appreciation (depreciation) in fair value of investments:
Common stock (29,964)
Mutual funds 8,079,813
Investment income of affiliated plan in Master Trust (7,577,211)
--------------------
Plan's interest in Delco Remy International Inc. Master
Trust investment income, net of administrative expenses $ 4,227,989
====================
The fair value of individual investments that represent 5% or more of Plan asset
at December 31, 1998 were as follows:
Fair Value at
December 31, 1998
--------------------------
Mutual funds:
Vanguard Money Market Prime Portfolio Reserves, Inc. $ 2,697,652
Vanguard Index 500 Trust 3,695,901
Fidelity Emerging Growth Fund 2,687,978
Fidelity Balanced Fund 1,482,791
</TABLE>
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated May 21, 1998 stating that the Plan is qualified under Section 401 (a) of
the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Sponsor had
indicated that it will take the necessary steps, if any, to maintain the Plan's
qualified status.
