================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
----------
METALDYNE CORPORATION
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
574670 10 5
(CUSIP NUMBER)
----------
GWENN L. CARR
METLIFE, INC.
1 METLIFE PLAZA
27-01 QUEENS PLAZA NORTH
LONG ISLAND CITY, NEW YORK 11101
(212) 578-2211
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
----------
AUGUST 31, 2006
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
---------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
================================================================================
Page 1 of 11
----------------------- -----------------------
CUSIP NO. 574670 10 5 SCHEDULE 13D PAGE 2 OF 11
----------------------- -----------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MetLife, Inc.
13-407581
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) (a) [_]
(See Instructions) (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 591,761
REPORTING -------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
591,761
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
591,761
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% (subject to increase based on holders of outstanding restricted
stock of Metaldyne electing to receive cash in lieu of restricted stock
in accordance with the restricted stock incentive plans)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
HC
--------------------------------------------------------------------------------
(a) Each Filing Party disclaims beneficial ownership of securities held by each
Other Entity (as defined herein) and we refer you to Item 5 hereof for a
more detailed discussion of the holdings of Issuer's securities by the
Filing Parties.
----------------------- -----------------------
CUSIP NO. 574670 10 5 SCHEDULE 13D PAGE 3 OF 11
----------------------- -----------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Metropolitan Life Insurance Company
13-5581829
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(b) (a) [_]
(See Instructions) (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 591,761
REPORTING -------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
591,761
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
591,761
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% (subject to increase based on holders of outstanding restricted
stock of Metaldyne electing to receive cash in lieu of restricted stock
in accordance with the restricted stock incentive plans)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IC
--------------------------------------------------------------------------------
(b) Each Filing Party disclaims beneficial ownership of securities held by each
Other Entity (as defined herein) and we refer you to Item 5 hereof for a
more detailed discussion of the holdings of Issuer's securities by the
Filing Parties.
Page 4 of 11
Item 1. Security and Issuer.
The class of equity securities to which this statement on Schedule 13D
(this "Statement") relates is the common stock, par value $1.00 per share
("Shares"), of Metaldyne Corporation, a Delaware corporation ("Metaldyne"). The
principal executive offices of Metaldyne are located at 47659 Halyard Drive,
Plymouth, Michigan 48170.
ITEM 2. IDENTITY AND BACKGROUND
(a) through (c) and (f). This statement is filed on behalf of
(i) MetLife, Inc.("MLINC") and (ii) Metropolitan Life Insurance Company, a
wholly-owned Subsidiary of MLINC ("MetLife") (collectively, the "Filing
Parties"). MLINC, a Delaware corporation with its principal office and business
at 200 Park Avenue, New York, New York 10166-0188, is not controlled by any
person or persons and is a holding company which owns all of the outstanding
shares of common stock of MetLife. MetLife, a New York life insurance company,
has its principal office and business at 200 Park Avenue, New York, New York
10166-0188.
Set forth on Exhibit B to this Statement, and incorporated
herein by reference, is the name, residence or business address, present
principal occupation or employment (and the name, principal business and address
of any corporation or other organization in which such employment is conducted)
and citizenship of each director and executive officer of the Filing Parties.
(d) During the last five years, none of the Filing Parties
nor, to the best knowledge of the Filing Parties, any of their respective
executive officers or directors has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Filing Parties
nor, to the best knowledge of the Filing Parties, any of their respective
executive officers or directors has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All Shares held by the Filing Parties were issued in connection with a
recapitalization consummated on November 28, 2000 (the "Recapitalization")
involving the acquisition of control of Metaldyne by Heartland Industrial
Partners, LP. In aggregate, the Filing Parties contributed $10,000,761 in cash
to acquire 591,761 Shares at a price of $16.90 per Share. The source of funds
for the acquisition of Shares by the Filing Parties was working capital of
MetLife.
Page 5 of 11
ITEM 4. PURPOSE OF TRANSACTION
In connection with the planned acquisition of Metaldyne by Asahi Tec
described below, the Filing Parties along with the Other Entities (defined
below) entered into stock purchase agreements to reinvest the cash proceeds in
Asahi Tec equity securities as described below. Additionally, the signing of
the stock purchase agreements by Credit Suisse First Boston Equity Partners,
L.P. and affiliated entities, Masco Corporation, may cause such entities to be
deemed part of the "group" along with the Filing Parties. However, each of such
Other Entities may file their own Schedule 13D separately and apart from the
Filing Parties. Neither the present filing nor anything contained herein shall
be construed as an admission that any combination of Filing Parties, on the one
hand, and other Entities, on the other hand constitutes a "group" for any
purpose. In addition, the Filing Parties hereby disclaim beneficial ownership of
any Shares owned by any of the Other Entities.
As used herein, the "Other Entities" are:
- Heartland Industrial Associates L.L.C. ("HIA"), Heartland Industrial
Partners, L.P. ("HIP"), HIP Side-By-Side Partners, L.P. ("HIP
Side-By-Side"), Metaldyne Investment Fund I, LLC ("MIF I"), Metaldyne
Investment Fund II, LLC ("MIF II"), Heartland Industrial Partners
(FF), L.P. ("HIPFF") and Heartland Industrial Partners (C1), L.P.
("HIPC1" and, together with HIA, HIP, HIP Side-By-Side, MIF I, MIF II
and HIPFF, the "Heartland Entities");
- the Richard and Jane Manoogian Foundation (the "Manoogian
Foundation"), Richard A. Manoogian Trust (together with the Manoogian
Foundation, the "Manoogian Persons");
- Wachovia Capital Partners 2000, LLC ("Wachovia");
- Credit Suisse First Boston Equity Partners, L.P. and affiliated
entities ("CSFB Entities")
- BancBoston Capital, Inc. ("BancBoston") and Private Equity Portfolio
Fund II, LLC ("PEPF" and, together with BancBoston, the "Bank of
America Entities");
- Masco Corporation ("Masco")
- Equity Asset Investment Trust ("EAIT");
- Annex Holdings I LP ("Annex Holdings") and 75 Wall Street Associates
LLC ("75 Wall Street" and, together with Annex Holdings, the "Allianz
Entities");
- Long Point Capital Fund, L.P. ("Long Point Fund") and Long Point
Capital Partners, L.L.C. ("Long Point Partners" and, together with
Long Point Fund, the "Long Point Entities");
- Graham Partners Investments, L.P. ("GPI"), Graham Partners Investments
(A), L.P. ("GPIA") and Graham Partners Investments (B), L.P. ("GPIB"
and, together with GPI and GPIA, the "Graham Partners Entities"); and
- CRM 1999 Enterprise Fund, LLC ("CRM").
(a) Agreement and Plan of Merger
Metaldyne had previously announced that it entered into an Agreement and
Plan of Merger, dated as of August 31, 2006 (the "Original Merger Agreement") 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"). On November 27, 2006, these parties
entered into an Amended and Restated Agreement and Plan of Merger (the "Amended
Merger Agreement") which supersedes the Original Merger Agreement. Under the
Amended Merger Agreement, it is contemplated that Acquisition Sub will merge
into Metaldyne (the "Merger"), and that Metaldyne, as the surviving corporation
of the Merger, will become a wholly owned subsidiary of Asahi Tec and will cease
to be a Reporting Company under the Securities and Exchange Act of 1934.
Under the terms of the Amended Merger Agreement, at the effective time of
the Merger, each Share owned by those of the Company's common stockholders that
are currently party to a Metaldyne shareholders agreement (the "Principal
Company Stockholders"), to which MetLife, certain of the Other Shareholders and
certain of the Other Entities (collectively, "Shareholders' Agreement Parties")
are a party, will be converted into the right to receive $1.5243 in cash (as
opposed to $2.1833 in cash under the Original Merger Agreement), in each case
without interest. Each Share held by persons that are not Principal Company
Stockholders, (the "3% Minority Stockholders") (other than shares owned by
Asahi Tec, Acquisition Sub, Metaldyne or any of their respective subsidiaries
and shares ("Dissenting Shares") as to which Common Stockholders have perfected
and not withdrawn the right to appraisal under Section 262 of the General
Corporation Law of the State of Delaware (the "DGCL"), will be converted into
the right to receive $2.57 in cash, without interest. Holders of these Shares
will receive a higher price per Share if the average closing common price of
the Asahi Tec common stock for a 30 trading day period prior to closing of the
Merger (the "Closing Common Price"), is higher than $2.9693 (the "Signing
Common Price"), as determined under the Merger Agreement. In addition, in the
event that any cash payment will be due as a result of the Merger on any stock
options of the Company outstanding prior to the Merger, the total cash merger
consideration for Common Stockholders, including the Shareholders' Agreement
Parties, will be correspondingly reduced. The Principal Company Stockholders
have been required by Asahi Tec, and have agreed, pursuant to a stock purchase
agreement described below in Item 4(b), as such agreement was amended and
restated on November 27, 2006 (the "Amended Stock Purchase Agreement"), to
reinvest their Merger proceeds in common stock of Asahi Tec in a private
placement. In addition, all holders of the Company's preferred stock (the
"Preferred Stockholders"), including certain of the Other Entities, have been
required by Asahi Tec, and have agreed, to reinvest their Merger proceeds in
Asahi Tec convertible preferred stock or common stock of Asahi Tec to be issued
in a private placement.
The Principal Company Stockholders and the Preferred Stockholders have
agreed to waive their appraisal rights under the DGCL with respect to the
Merger. The obligation of the parties to consummate the Merger and the related
transactions is subject to the satisfaction of certain conditions, including:
obtaining certain consents and waivers from holders of Metaldyne's 11% Senior
Subordinated Notes due 2012, 10% Senior Notes due 2013 and 10% Senior
Subordinated Notes due 2014; obtaining financing necessary to consummate the
Merger and related transactions; closing of the private placements of Asahi Tec
equity securities to the Principal Company Stockholders and Preferred
Stockholders (in each case without the amendment, modification or waiver in any
material respect of any material term or condition thereof); the absence of a
material adverse effect on Metaldyne; and U.S., Japanese and other foreign
regulatory approval. Following the Merger and under the new organizational
structure, Timothy Leuliette, Metaldyne chairman, president and CEO, and
Shoichiro Irimajiri, chairman of Asahi Tec, will serve as Co-Chairmen of Asahi
Tec. Mr. Leuliette is expected to be appointed as a director of Asahi Tec,
subject to shareholder approval.
In connection with the Merger, a shareholders' agreement
was entered into as of August 31, 2006 by and among Asahi Tec, RHJ
International S.A. ("RHJI") and the Principal Company Stockholders with
reference to Asahi-Tec securities setting forth certain rights and obligations
of the parties in respect of Asahi Tec following the Merger. It is currently
anticipated that the Heartland Entities will have the right to nominate a
director to the board of Asahi Tec. Such shareholders' agreement has been
amended and restated as of November 27, 2006. The amended and restated
shareholders' agreement will become effective upon consummation of the Merger
and the other transactions described in the Amended Merger Agreement and in the
Amended Stock Purchase Agreement. Metaldyne has reported that the Merger has
been approved by the boards of directors of Metaldyne, Asahi Tec and
Acquisition Sub. At Asahi Tec's request, following approval by Metaldyne's
board of directors, the required majority of the Metaldyne's stockholders
delivered written consents to approve the Merger. The Preferred Stockholders
have also consented to the Merger in connection with their agreement to
reinvest the cash received in the Merger in Asahi Tec securities. Asahi Tec has
also solicited and obtained the approval of its shareholders to the
transactions contemplated by the private placement agreements with the
reinvesting stockholders; however, this approval, which was obtained on
November 16, 2006, will expire after January 16, 2007 so that, if the Merger is
not closed by that date, Asahi Tec would need to call another shareholders
meeting following a new required notice period of between eight and ten weeks.
The Original Merger Agreement has been modified to extend its scheduled
expiration date to March 15, 2007. There can be no assurance that a new
approval could be timely obtained or that the merger conditions would be
satisfied at the relevant time.
(b) Stock Purchase Agreements
See section (a) of Item 6.
(c) Asahi Tec Stockholders Agreement
See section (b) of Item 6.
(d) Metaldyne Shareholders Agreement
See section (c) of Item 6.
(e) Additional Information
For additional information with respect to the status of discussions related to
the noteholders' consents and waivers and events that have occurred subsequent
to the date of the Merger Agreement, see Metaldyne's Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on November 28, 2006 and the
Company's Schedule 13E-3 filed with the SEC on December 15, 2006.
Except as otherwise disclosed in this Item 4, none of the Filing Parties
currently has any agreements, beneficially or otherwise, which would be related
to or would result in any of the matters described in Items 4(a)-(j) of Schedule
13D; however, as part of the ongoing evaluation of this investment and
investment alternatives, including in connection with the transactions referred
to in this Item 4, the Filing Parties may consider such matters and, subject to
applicable law, may formulate a plan with respect to such matters, and, from
time to time, may hold discussions with or make formal proposals to management
or the Board of Directors of Metaldyne, or other third parties regarding such
matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The aggregate percentage of shares of Common Stock reported owned by each
of the Filing Parties is based upon 42,795,963 shares of Common Stock
outstanding, as reported in the Information Statement/Proxy Statement filed by
Metaldyne on November 29, 2006.
As of December 20, 2006, each of the Filing Parties beneficially owned
591,671 Shares, or approximately 1.4 percent of the outstanding Shares. With
respect to such Shares, each of the Filing Parties shares voting and dispositive
power with each other. See Item 2 above.
Neither the present filing nor anything contained in this Item 5 shall be
construed as an admission that any combination of Filing Parties, on the one
hand, and Other Entities, on the other hand, constitutes a "group" for any
purpose, and each Filing Party disclaims beneficial ownership of securities held
by each Other Entity.
Page 6 of 11
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
(a) Stock Purchase Agreements
The Principal Company Stockholders, including MetLife, entered into the
Amended Stock Purchase Agreement as of November 27, 2006 pursuant to which the
Principal Company Stockholders have agreed to reinvest their Merger proceeds in
common stock of Asahi Tec in a private placement. In addition, two Preferred
Stockholders have entered into preferred stock purchase agreements, which have
been amended and restated as of November 27, 2006, pursuant to which such
holders of the Company's preferred stock have agreed to reinvest their proceeds
in Asahi Tec convertible preferred stock in a private placement. Certain of the
Heartland Entities are holders of the Company's Series B preferred stock and
also have entered into a stock purchase agreement, which has been amended and
restated as of November 27, 2006, pursuant to which they have agreed to reinvest
their Series B preferred stock Merger proceeds in Asahi Tec common stock in a
private placement. The price at which the Principal Company Stockholders and the
Preferred Stockholders will purchase Asahi Tec common stock in the private
placements is based on a discount to the Signing Common Price. This discount
reflects the lesser per share merger consideration to be received by the
Principal Company Stockholders relative to the 3% Minority Stockholders (without
regard to any potential increase payable to the 3% Minority Stockholders as a
result of improvements in the Closing Common Price relative to the Signing
Common Price). In addition, the Heartland Entities have agreed to purchase $15
million of additional shares of Asahi Tec for cash on the same basis to finance
the Merger and related transactions. The Heartland Entities offered this
investment on a pro rata basis to the other Principal Company Stockholders, and
such offer has expired. None of the other Principal Company Stockholders will be
receiving such additional shares pursuant to the offer.
(b) Asahi Tec Stockholders Agreement
The Principal Company Stockholders have entered into an amended and
restated stockholders agreement (the "Stockholders Agreement") with Asahi Tec
and RHJI, dated as of November 27, 2006, referenced hereto as Exhibit E pursuant
to which the Principal Company Stockholders are subject to limitations on the
transfer of Asahi Tec common stock. In addition, pursuant to the terms of the
Stockholders Agreement, for so long as the Principal Company Stockholders
collectively own at least 10% of the outstanding Asahi Tec common stock, both
Heartland and the CSFB Private Equity Funds each have the right to nominate one
director to the Asahi Tec board of directors; if the Principal Company
Stockholders collectively own more than 5% but less than 10% of the outstanding
Asahi Tec common stock, Heartland has the right to nominate one director to the
Asahi Tec board of directors. The Stockholders Agreement also provides offering
assistance to Heartland and entitles the Principal Company Stockholders to
English language versions of documents containing financial and business
information. Finally, pursuant to the terms of the Stockholders Agreement, the
Principal Company Stockholders have agreed not to transfer any Asahi Tec common
stock subject to the Stockholders Agreement without the written consent of RHJI
until the earlier of (i) the consummation of the first private placement of
capital shares by Asahi Tec to institutional investors (the "Institutional
Offering"), or (ii) the expiration of a period of 90 days following the
consummation of the Merger (the "Initial Restricted Period"). Furthermore, for a
period of 180 days following the closing of both of the Institutional Offering
and the first primary public offering of Asahi Tec capital shares (the
"Offering"), or such shorter lock-up period as the applicable underwriters of
the Institutional Offering or the Offering may require, the principal company
stockholders may not transfer any Asahi Tec common stock subject to the
Stockholders Agreement (the "Offering Restricted Period" and, together with the
Initial Restricted Period, the "Restricted Period"); provided, however, that no
Restricted Period shall extend more than 24 months from the consummation of the
Merger.
(c) Metaldyne Shareholders Agreement.
On November 28, 2000, in connection with the Recapitalization, MetLife and
certain other parties entered into a Shareholders Agreement with Metaldyne and
certain other holders of Shares, pursuant to which: (a) MetLife was granted
preemptive rights with respect to future issuances of equity securities by
Metaldyne or subsidiaries of Metaldyne (subject to certain exceptions); (b)
MetLife agreed that its Shares would be subject to certain restrictions on
transfer; (c) MetLife was granted certain rights to obtain information
regarding the business and operations of Metaldyne; and (d) Metaldyne granted to
MetLife customary demand piggy-back registration rights.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
------- -----------
(A) Agreement Required for Joint Filing under Rule
13d-1(k)(1)
(B) Directors and Executive Officers of Filing Parties
(C) Amended and Restated Stock Purchase Agreement, dated
as of November 27, 2006, among Asahi Tec Corporation
and the Purchasers listed on Schedule I thereto
(incorporated herein by reference to Exhibit (d)(3)
of the Metaldyne Schedule 13E-3 filed with the SEC on
November 29, 2006 (File No. 005-35355, Accession Nos.
0001047469-06-014589)).
(D) Amended and Restated Stock Purchase Agreement, dated
as of November 27, 2006, among Asahi Tec Corporation,
Metaldyne Investment Fund I, LLC, HIP Side-By-Side
Partners, L.P. and Metaldyne Investment Fund II, LLC
(incorporated herein by reference to Exhibit (d)(4)
of the Metaldyne Schedule 13E-3 filed with the SEC on
November 29, 2006 (File No. 005-35355, Accession Nos.
0001047469-06-014589)).
(E) Amended and Restated Shareholder's Agreement, dated
as of November 27, 2006, among RHJI International SA,
Asahi Tec Corporation, and the Principal Company
Shareholders listed on Schedule I thereto
(incorporated herein by reference to Exhibit (d)(2)
of the Metaldyne Schedule 13E-3 filed with the SEC on
November 29, 2006 (File No. 005-35355, Accession
Nos. 0001047469-06-014589)).
(F) Shareholder's Agreement, dated as of November 28,
2000, among RHJI International SA, Asahi Tec
Corporation, and the Principal Company Shareholders
listed on Schedule I thereto (incorporated herein by
reference to Exhibit 3 of the Metaldyne Schedule 13D
filed with the SEC on December 8, 2000 (File No.
005-35355, Accession Nos. 0000950172-00-002002)).
Page 7 of 11
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
December 21, 2006
METLIFE, INC.
By: /s/ Steven A. Kandarian
-------------------------------------------
Name: Steven A. Kandarian
Title: Executive Vice President and
Chief Investment Officer
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Steven A. Kandarian
-------------------------------------------
Name: Steven A. Kandarian
Title: Executive Vice President and
Chief Investment Officer