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: 333-69715
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Delco Remy International
401(k) Retirement and Savings Plan
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.
Delco Remy International
401(k) Retirement and Savings Plan
(Name of Plan)
Date June 28, 2000 Delco Remy International Inc., Administrator
By: /s/ Roderick English
--------------------------------------
Roderick English, Vice President -
Human Resources and Communications
<PAGE>
AUDITED FINANCIAL STATEMENTS
Delco Remy International 401(k) Retirement and Savings Plan
December 31, 1999 and 1998 and Year Ended
December 31, 1999 with Report of Independent Auditors
<PAGE>
Delco Remy International 401(k) Retirement and Savings Plan
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
Delco Remy International 401(k) Retirement and Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Delco Remy International 401(k) Retirement and Savings Plan 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>
Delco Remy International 401(k) Retirement and Savings Plan
Statement of Net Assets Available for Benefits
December 31
1999 1998
------------------------------------------
<S> <C> <C>
Assets:
Interest in Delco Remy
International Inc. Master Trust $ 38,956,375 $ -
Mutual funds - 9,708,650
Participant loans 1,776,590 344,524
------------------------------------------
Net assets available for benefits $ 40,732,965 $ 10,053,174
==========================================
<FN>
See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Delco Remy International 401(k) Retirement and Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31, 1999
<S> <C>
Additions:
Employee voluntary contributions $ 4,947,930
Company contributions 1,670,071
Rollover contributions 1,116,300
Plan income from Master Trust 7,577,211
-------------------------
Total additions 15,311,512
Deductions:
Participant withdrawals and distributions 1,997,798
Administrative expenses 7,242
-------------------------
Total deductions 2,005,040
-------------------------
13,306,472
Plan to plan transfers 17,373,319
-------------------------
Net increase 30,679,791
Net assets available for benefits:
Beginning of year 10,053,174
-------------------------
End of year $ 40,732,965
=========================
<FN>
See accompanying notes.
</FN>
</TABLE>
<PAGE>
Delco Remy International 401(k) Retirement and Savings Plan
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 ("Plan") and the
Delco Remy America Personal Savings Plan for Hourly-Rate Employees in the United
States. 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 International, 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>
Delco Remy International 401(k) Retirement and Savings Plan
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 the 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 salaried employees of the Company, who have completed
90 days of employment with the Company (six months prior to January 1, 1998) and
have reached 18 years of age. Salaried employees who transferred from General
Motors Corporation ("GM") with more than six months of continuous employment
with GM are eligible for participation in the Plan on the date of transfer (or
active employment) with the Company. The Plan is subject to the provisions of
Employee Retirement Income Security Act of 1974 (ERISA).
Participants may make voluntary pre-tax and after-tax contributions to their
account through periodic payroll deductions at rates from 1% to 20% of their
base salary. The annual pre-tax contributions per participant for the year
cannot exceed the maximum contribution limitations established annually by the
Internal Revenue Service (IRS).
The Company makes matching contributions of 50% of the sum of the pre-tax
contributions and after-tax contributions made by each participant, up to 6% of
the participant's contributions. The Board of Directors of the Company
determines the amount of nonelective contributions, if any, that the Company
will contribute each year.
Participants are vested at all times in their pre-tax, after-tax, rollover, and
nonelective contributions. Participants are vested in Company matching
contributions and Retiree Medical Contributions after completing five years of
service with the Company, retirement, death, or age 65. Participants may
designate that their contributions be deposited in any of the investment options
designated by the plan administrator.
<PAGE>
Delco Remy International 401(k) Retirement and Savings Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Participants are entitled to benefits beginning at normal retirement, early
retirement or death. Participants may choose one lump sum payment or a series of
monthly installments (if the participant's account balance exceeds $5,000) in a
dollar amount elected by the participant. Upon termination of employment, the
participant's vested account balance becomes payable.
If the participant's vested account balance exceeds $5,000, such distribution
cannot be made without the participant's consent. The balance of forfeited
nonvested accounts was not material as of December 31, 1999 and 1998, and will
be used to reduce future employer contributions.
Participants may make a complete or partial hardship withdrawal of their pre-tax
contributions, supplemental and rollover account balance, excluding earnings
allocated to such accounts. The withdrawal must be necessary in light of
immediate and heavy financial needs of the participant as defined by IRS
regulations. The withdrawal may not exceed the immediate heavy financial need of
the participant, and the participant must have obtained all other available
distributions. During the twelve months following a hardship withdrawal, pre-tax
contributions, after-tax contributions, and employee contributions under any
other plan maintained by the Company are suspended. In addition, participants
may withdraw all or part of their after-tax contributions. The minimum
withdrawal of after-tax contributions is $500.
Participants may borrow from their accounts a minimum loan 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 a rate of 1% above the Trustee's prime lending rate.
Payments on the outstanding loans must be made at least quarterly and the
repayment period can range from six 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. In the event that a loan is not repaid
within the appropriate repayment period, the participant will be deemed to have
received a distribution from his account equal to the remaining principal
balance and accrued interest outstanding.
The Company has the right to amend or terminate the Plan at any time. The
Company has the right to suspend contributions to the Plan at any time, whether
permanently or temporarily for any length of time.
<PAGE>
Delco Remy International 401(k) Retirement and Savings Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
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 America Personal Savings Plan for
Hourly-Rate Employees in the United States. 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 70%.
Information relating to the Master Trust investments, investment gain (loss) and
the Plan's interest therein is summarized below:
<TABLE>
<CAPTION>
<S> <C>
Net assets of Master Trust:
Common stock $ 200,427
Mutual funds 46,826,687
Money market funds 5,682,451
Common\collective trusts 2,860,592
Interest of affiliated plan in Master Turst (16,613,782)
--------------------
Plan's interest in Master Trust assets $ 38,956,375
====================
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 (4,227,989)
--------------------
Plan's interest in Master Trust investment gain,
net of administrative fees $7,577,211
====================
</TABLE>
<PAGE>
Delco Remy International 401(k) Retirement and Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The fair value of individual investments that represent 5% or more of Plan
assets at December 31, 1998 were as follows:
Fair Value at
December 31, 1998
-----------------------
Mutual funds:
Vanguard Money Market Prime
Portfolio Reserves, Inc. $ 1,353,294
Fidelity Emerging Growth Fund 2,608,098
Fidelity Balanced Fund 1,351,271
Vanguard Index 500 Trust 3,360,415
Fidelity Contra Fund 575,378
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated November 1, 1996, 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. However, the Plan was amended and restated, effective
January 1, 1999, subsequent to the issuance of the favorable determination
letter. Once qualified, the Plan is required to operate in conformity with the
Code to maintain its qualification. The Plan Sponsor has indicated that it will
take the necessary steps, if any, to maintain the Plan's qualified status.
5. Plan Mergers
Effective January 1, 1999, the assets and liabilities of several affiliated
plans were merged into the Plan. As a result of the merger, the Plan's net
assets increased by approximately $17 million.
