UNITED STATES

UNITED STATES

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, 2006

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, 2006 and 2005, 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 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 as of December 31, 2006 and 2005, 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, 2006 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 audits 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 21, 2007

 

 

 

2


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

                                                

 

      

 

 

 

         

 

               
 

December 31,

   

2006

     

2005

 
Assets:              
Investments, at fair value (Note 3):              
   In securities of participating employer

$

33,621

$

36,062

  In securities of unaffiliated issuers:              
       Common stock  

37,324

     

42,436

 
  Commingled funds  

115,506

     

90,277

 
  Mutual funds  

4,503

     

3,647

 
   Loans to participants  

3,216

     

3,346

 
               
Total investments, at fair value  

194,170

     

175,768

 
               
Cash and cash equivalents  

424

     

2,549

 
Contributions receivable from participants  

263

     

249

 
Contributions receivable from employer  

122

     

118

 
Dividends and interest receivable  

156

     

125

 
               
Total assets  

195,135

     

178,809

 
               
Liabilities:              
Due to broker for securities purchased  

--

     

667

 
Other payables  

230

     

148

 
               
Total liabilities  

230

     

815

 
               
       Net assets available for benefits, at fair value  

194,905

     

177,994

 
                 
Adjustment from fair value to contract value for fully              
  benefit-responsive investment contracts (Note 1)  

291

     

365

 
                 
  Net assets available for benefits

$

195,196

   

$

178,359

 

 

See accompanying notes to the financial statements.

 

 

3


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

 
 

Year Ended December 31,

   

2006

     

2005

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

$

17,140

   

$

(9,801

)
  Dividends  

2,963

     

1,947

 
  Interest  

1,701

     

1,383

 
               
                Investment income (loss)  

21,804

     

(6,471

)
               
     Contributions:              
         Participants  

7,074

     

6,745

 
  Participants' rollovers  

593

     

402

 
  Employer  

3,298

     

3,182

 
               
              Total contributions  

10,965

     

10,329

 
               
  Net additions  

32,769

     

3,858

 
               
Deductions from net assets attributed to:              
   Benefits paid to participants  

15,732

     

17,076

 
  Administrative expenses (Note 7)  

200

     

121

 
               
                  Total deductions  

15,932

     

17,197

 
               
                  Net increase (decrease)  

16,837

     

(13,339

)
               
Net assets available for benefits:              
          Beginning of year  

178,359

     

191,698

 
  End of year

$

195,196

   

$

178,359

 

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

 

Participants may elect to contribute between 2% and 20% of 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 eligible 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. Participants may transfer or reallocate amounts held for more than two years in the MTI Common Stock Fund to another fund under the Plan. Effective January 1, 2007, participants may, at any time, transfer or reallocate amounts held in the MTI Common Stock Fund to another fund under the Plan.

 

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 $15,000 and $14,000 for 2006 and 2005, respectively. However, a participant's contributions may be further increased or reduced based on the rules and regulations of the Internal Revenue Code (IRC).

 

Participant Accounts

 

Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) Plan earnings or loss, 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:

 

Stable Value Fund:* This fund invests in 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.

 

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 established. No new contributions or transfers can be made into this fund.

 

International Fund:* This fund invests in a broad range of international stocks traded in public markets.

5


MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN

Notes to Financial Statements

 

Mutual Fund Window: This is a participant-directed brokerage account which invests primarily in a variety of publicly available mutual funds.

 

*  These Plan investments are shares of commingled funds managed by State Street Global Advisors (SSgA).

 

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 9.75 percent, which are fixed at the time of the loan and which are commensurate with prevailing rates as determined quarterly by the Plan administrator. At December 31, 2006, there were 387 individual loans outstanding, carrying an average interest rate of 7.29 percent, with maturities through 2021.

 

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.

 

New Accounting Pronouncements

 

As of December 31, 2006, the Plan adopted Financial Accounting Standards Board (FASB) Staff Position AAG INV-1 and Statement of Position No. 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP). The FSP requires the Statement of Net Assets Available for Benefits present the fair value of the Plan's investments as well as the adjustment from fair value to contract value for the fully benefit-responsive investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis for the fully benefit-responsive investment contracts. The FSP was applied retroactively to the prior period presented on the Statement of Net Assets Available for Benefits as of December 31, 2005.

(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 U.S. 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.

 

Investment Valuation and Income Recognition

 

The Plan's investments are stated at 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 valued using quoted market prices. The Balanced Growth Fund, S & P 500 Index Fund, Matrix Equity Fund and International Fund are stated at fair 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 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. Loans receivable from participants are valued at cost, which approximates fair value.

6


MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN

Notes to Financial Statements

 

 

The investment contracts in the Fixed Income Fund (Stable Value Fund) are presented at fair value on the statement of net assets available for benefits. This FSP requires that fully benefit-responsive investment contracts be reported at fair value rather than contract value, as they were previously reported. Accordingly, investment contracts in the Fixed Income Fund are now stated at fair value for all periods presented with a corresponding adjustment to reflect the investment at contract value. The fair value of fully benefit-responsive investment contracts is calculated using a discounted cash flow model which considers recent fee bids as determined by recognized dealers, discount rate and the duration of the underlying portfolio securities.

 

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. Interest income 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,

   

2006

     

2005

 
MTI Common Stock Fund,**              
   572 and 645 units, respectively

$

33,621

    $

36,062

 
               
Pfizer Common Stock Fund,*              
   1,441 and  1,820  units, respectively

$

37,324

    $

42,436

 
               
Stable Value Fund,****              
   30,461 and 26,404 units, respectively

$

30,170

    $

26,039

 
               

Balanced Growth Fund

             

  

682 and 538 units, respectively

$

17,638

    $

13,430

 
               
S&P 500 Index Fund,              
  117 and 117 units, respectively

$

31,518

    $

27,041

 
               
Matrix Equity Fund,              
   884 and 842 units, respectively

$

22,018

    $

17,927

 
               
International Fund, ***              
   590 and 312 units, respectively

$

14,162

    $

5,840

 

 

 

*        Non-participant-directed
**      Employer contributions are non-participant-directed
***    2005 included for comparative purposes

****  Contract value as of December 31, 2006 and 2005 of the Stable Value Fund was $30,461 and $26,404 respectively.  Amounts presented in the table reflect fair value.

 

 

 

 

7


 

MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN

Notes to Financial Statements

For the years ended December 31, 2006 and 2005, the Plan's investments appreciated (depreciated) (including gains and losses on investments bought and sold, as well as those held during the year) in value by $17,140 and $(9,801), respectively, as follows:

(in thousands)

 

Year Ended December 31,

     

2006

     

2005

 

Common stock

 

$

6,519

   

$

(14,164

)

Commingled funds

   

10,350

     

4,087

 

Mutual funds

   

271

     

276

 
                 

   

Total

 

$

17,140

   

$

(9,801

)

The average yield of the underlying assets earned by the Plan from the Fixed Income Fund was 3.27% and 4.51% at December 31, 2006 and 2005, respectively. The average crediting interest rate was 4.97% and 4.55% at December 31, 2006 and 2005, respectively.

(4)

Non-participant-Directed Investments

 

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 common stock between the participant-directed and 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,

     

2006

     

2005

 

Net Assets:

               
   MTI common stock  

$

33,621

   

$

36,062

 
  Pfizer common stock    

37,324

     

42,436

 
  Contributions receivable from participants    

24

     

30

 
  Contributions receivable from employer    

122

     

118

 
  Cash and cash equivalents    

376

     

2,549

 
  Due to broker for securities purchased    

--

     

(667

)
  Inter-fund transfers receivable    

10

     

103

 
 

Total

 

$

71,477

   

$

80,631

 

(in thousands)  

Year Ended December 31,

     

2006

     

2005

 
Changes in Net Assets:                
  Participants' contributions  

$

724

   

$

897

 
  Employer contributions    

3,298

     

3,182

 
  Dividends    

1,770

     

1,595

 
  Interest    

26

     

20

 
  Net appreciation (depreciation) in fair value                
    of investments    

6,519

     

(14,164

)
  Benefits paid to participants    

(9,129

)    

(6,551

)
  Administrative expenses    

(4

)    

(4

)
  Transfers to participant-directed                
     investments    

(12,358

)    

(3,681

)
     Total  

$

(9,154

)  

$

(18,706

)

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 are tax exempt, respectively, within the meaning of Sections 401(a) and 501(a) of the IRC. The Company and legal counsel 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 actively managed fund, which are charged to the respective funds. Fees paid by the Plan for investment management services and trustee expenses amounted to $200,000 and $121,000 for the years ended December 31, 2006 and 2005, 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 Global Advisors (SSgA), an affiliate of 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 securities of a single issuer.

 

The Plan investments include 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

Notes to Financial Statements

 

(10)

Reconciliation of Financial Statements to Form 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements as of December 31, 2006 to the Form 5500 (in thousands):

Net assets available for benefits per the financial statements  

$

195,196

 
Less: Adjustment from contract value to fair value for        
  fully benefit-responsive investment contracts    

291

 
Less: Amounts allocated to withdrawing participants    

1,861

 
Net assets available for benefits per the Form 5500  

$

193,044

 

The following is a reconciliation of investment income per the financial statements for the year ended December 31, 2006 to the Form 5500 (in thousands):

Total investment income per the financial statements  

$

21,804

 
Less: Adjustment from contract value to fair value for        
  fully benefit-responsive investment contracts    

291

 
Total investment income per the Form 5500  

$

21,513

 

The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2006 to the Form 5500 (in thousands):

Benefits paid to participants per the financial statement  

$

15,732

 
Add: Amounts allocated to withdrawing participants        
  for the year ended December 31, 2006    

1,861

 
Benefits paid to participants per Form 5500  

$

17,593

 

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2006 but not yet paid as of that date.

10


MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2006
(in thousands)

(a)   

(b)

 

(c)

   

(d)

   

(e)

 

Identity of issue, borrower,
    lessor or similar party  

 

Description of investment/interest

   

Cost

   

Current Value

  Commingled Funds:                
* Stable Value Fund                
  SSgA Principal Accumulation                
    Return Fund  

30,461 units

   

30,461

 

$

30,170

  Balanced Growth Fund                
   Oakmark Equity & Income Fund  

682 units

   

15,801

 

$

17,638

* S & P 500 Index Fund                
  SSgA Flagship Securities Lending Series                
      Fund - Class A  

117 units

   

23,720

 

$

31,518

* Matrix Equity Fund                
  SSgA Active U.S. Large Cap Core                
      Non-Lending Fund  

884 units

   

17,136

 

$

22,018

* International Fund                
  SSgA Daily International Alpha Securities                
      Lending Fund  

590 units

   

10,779

 

$

14,162

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

572 units

 

$

24,129

 

$

33,621

  Pfizer Common Stock Fund                
  Pfizer Inc. Common Stock  

1,441 units

 

$

2,584

 

$

37,324

                   
  Mutual Funds:                
  Mutual Fund Window                
  Participant-Directed Brokerage Account  

various shares

   

4,503

 

$

4,503

                   
                   
  Participant Loans:                
* Participant Loan Fund                
  Participant Loans  

387 participant loans with interest rates ranging from 5.00% to 9.75%

   

3,216

 

$

3,216

                   
         Total            

$

194,170

* Parties in interest, as defined by ERISA

See accompanying report of independent registered public accounting firm.

11


 

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 21, 2007

 

 

 

 

 

12