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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/X/ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934.
For the fiscal year ended December 31, 1995.
Commission File No. 0-13787
/ / Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
INTERMET CORPORATION
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(Exact name of Registrant as specified in its charter)
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GEORGIA
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(State or other jurisdiction of incorporation or organization)
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58-1563873
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(I.R.S. Employer Identification No.)
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SUITE 200, 5445 CORPORATE DRIVE, TROY, MICHIGAN 48098
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (810) 952-2500
Name of each exchange on which registered: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.10
par value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10K. ___.
Aggregate market value of the voting stock held by non affiliates of the
Registrant as of February 26, 1996 was $265,487,722 based on the closing sale
price of the Common Stock as quoted on The Nasdaq Stock Market, $13.125. See
Item 12.
At February 26, 1996 there were 25,050,374 shares of Common Stock, $0.10 par
value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1995 are incorporated by reference into Parts I and II.
Portions of the Registrant's definitive Proxy Statement for the 1996 Annual
Meeting of Shareholders, filed with the Commission, are incorporated by
reference into Part III.
PART I
ITEM 1. BUSINESS
GENERAL
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The Registrant is a leading independent manufacturer of precision ductile
and gray iron and aluminum castings, with production facilities in North
America and Germany. The Registrant's castings are used primarily in
passenger cars and light trucks, as well as in heavy trucks. The castings
also have railroad, municipal, marine and construction applications. The
Registrant specializes in safety-related parts critical to vehicle control
that meet its customers' exacting metallurgical, dimensional and quality
control standards. Products manufactured for the automotive, light truck and
heavy truck industries include brake parts, steering components, differential
cases, camshafts and crankshafts. The Registrant provides castings used by
over 20 automobile manufacturers throughout the world, including Ford,
Chrysler, General Motors, Volkswagen, BMW and Mercedes-Benz.
As used herein, the term "Registrant" refers collectively to Intermet
Corporation and its subsidiaries, and their respective predecessors, except
where otherwise indicated by context.
RECENT DEVELOPMENTS
-------------------
On November 15, 1995, the Registrant purchased substantially all of the
assets used in the conduct of an aluminum castings business by two affiliated
companies located in Alexander City, Alabama. The aggregate consideration
paid by the Registrant was $2.7 million in cash, including post-closing
adjustments, and 300,000 shares of the Registrant's Common Stock, valued at
$3.6 million (based upon the last trade in The Nasdaq Stock Market on the date
preceding issuance). The cash consideration was derived from internally
generated funds. In connection with the acquisition, the Registrant entered
into, among other agreements, a Registration Rights and Lockup Agreement
pursuant to which the Registrant agreed to register the shares of the Common
Stock under certain circumstances.
In October 1995, the Registrant's subsidiary, InterMotive Technologies,
Inc. sold substantially all of its assets to Ricardo-North America Detroit,
Inc. and Ricardo Group plc for $4.4 million in cash. Also in October 1995 the
Registrant's wholly-owned subsidiary, PBM Industries, Inc., sold substantially
all of its assets to PBM Acquisition Limited ("Limited") in exchange for $5.3
million in cash, including post-closing adjustments, and a $2.5 million
Subordinated Promissory Note of Limited. The note bears interest at the rate
of one percentage point above the prime rate (as defined) and is repayable in
16 quarterly installments of principal, commencing on January 1, 1997. As
security for the note, Limited granted the Registrant a second priority
security interest in certain assets of Limited.
On October 6, 1995, the Registrant's Board of Directors declared a
dividend of one right ("Right") for each share of Common Stock of the
Registrant held as of the close of business on October 17, 1995. Each Right
will be issued pursuant to a Shareholder Protection Rights Agreement between
the Registrant and Trust Company Bank as Rights Agent.
-2-
In September 1995, the Registrant moved its headquarters from Atlanta to
Detroit, Michigan. The Registrant believes that it is in its best interest to
locate near the headquarters of the U.S. auto manufacturers.
PRODUCTS, MARKETS AND SALES
---------------------------
The Registrant specializes in safety-related parts critical to vehicle
control, including brake parts and steering system components, as well as
differential cases, camshafts and crankshafts. Products for other industries
include brackets, valves and railroad adaptors.
The Registrant has had a longstanding quality assurance program and is
committed to maintaining its reputation for high quality products and timely
delivery. Most of the Registrant's facilities hold Ford's Q-1 quality award
and/or Chrysler's PENTASTAR award.
The Registrant markets its products exclusively through its own sales and
customer service staff, except in Europe where it also uses independent sales
representatives. The Registrant currently maintains sales offices in Michigan
and Germany. The Registrant produces principally to customer order and does
not maintain any significant inventory of finished goods not on order.
The Registrant provides extensive production and technical training to
its sales staff. This technical background enables the sales staff to act as
an effective liaison between customers and the Registrant's production
personnel and permits the Registrant to offer customer assistance at the
design stage of major casting programs. The Registrant also employs quality
assurance representatives and engineers who work with customers' manufacturing
personnel to detect and avoid potential problems and to develop new product
opportunities for the Registrant. In addition to working with customer
purchasing personnel, the Registrant's sales engineers confer with design
engineers and other technical staff.
During 1993, 1994 and 1995, direct sales to Ford accounted for 23%, 23%
and 18%, respectively, direct sales to Chrysler accounted for 23%, 23% and
20%, respectively: and direct sales to General Motors Corporation accounted
for 12%, 14% and 18%, respectively, of the Registrant's consolidated net
sales. The loss of any of these customers or a substantial reduction in their
purchases from the Registrant would have a material adverse effect on the
Registrant. The Registrant's six largest customers accounted for approximately
78%, 79% and 77% of the Registrant's consolidated net sales during 1993, 1994
and 1995, respectively.
The following table sets forth information regarding sales by the
Registrant to customers in these markets during 1993, 1994 and 1995.
-3-
1993 1994 1995
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Sales % Sales % Sales %
North American passenger
cars and light trucks..... $327,900 74 $380,100 76 $413,600 76
North American industrial... 45,000 10 46,100 9 34,800 7
European passenger cars and
light trucks.............. 71,300 16 75,100 15 93,300 17
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Total Sales................. $444,200 $501,300 $541,700
======== ======== ========
In 1995 reported sales included 445,000 tons of casting shipments,
compared to 419,000 tons in 1994. The Registrant's foundries operated at 89%
of average annual capacity during 1995, compared to 99% during 1994.
MANUFACTURING, MACHINING AND DESIGN
-----------------------------------
The Registrant produces ductile and gray iron castings, as well as
aluminum castings. Gray iron, the oldest and most widely used cast iron, is
readily cast into intricate shapes that are easily machinable and wear
resistant. Ductile iron has greater strength and elasticity than gray iron,
and its use as a higher strength substitute for gray iron and a lower-cost
substitute for steel has grown steadily, while aluminum brings a lower weight
alternative. For the years ended December 31, 1993, 1994 and 1995, sales of
ductile iron castings represented 87%, 89% and 92%, respectively, of the
Registrant's total sales of castings, the balance being gray iron in 1993 and
1994 and gray iron and aluminum castings in 1995. The Registrant's castings
range in size from small pieces weighing less than one pound to castings
weighing up to 100 pounds.
The cast iron manufacturing process involves melting steel scrap and pig
iron in cupola or electric furnaces, adding various alloys and pouring the
molten metal into molds made primarily of sand. The molten metal solidifies
and cools in the molds, and the molds are broken and removed. The aluminum
manufacturing process utilizes exact polystyrene foam replicas of the desired
castings which are embedded in sand. The foam is evaporated by the hot metal
and the casting is formed.
Customers usually specify the properties their castings are to embody,
such as hardness and strength, and the Registrant determines how best to meet
those specifications. Constant testing and monitoring of the manufacturing
process is necessary to maintain the quality and performance consistency of
the castings. Electronic testing and monitoring equipment, including x-ray,
cobalt x-ray, ultrasonic and magnetic-particle testing equipment, is used
extensively in grading scrap metal, analyzing molten metal and testing
castings. The Registrant also uses its testing equipment and procedures to
provide particular tests requested by a customer for its castings.
Many castings require machining (which may include drilling, threading or
cutting operations) before they can be put to their ultimate use. Most
customers machine their own castings or have them machined by third parties.
The Registrant operates a facility in Columbus, Georgia, where it machines
castings produced by it and by others. The Registrant also contracts with
other companies to machine castings it produces before shipment to customers.
The Registrant sold its machining facility in Chesterfield, Michigan in
October 1995. See "Item 1. Business - Recent Developments."
-4-
The Registrant's design and engineering teams assist the customer, when
requested, in the initial stages of product creation and modification. Among
other computer-aided design techniques, the Registrant uses three-dimensional
solid modeling software in conjunction with rapid prototype equipment. This
equipment greatly enhances the Registrant's design flexibility and, depending
on the complexity of the product, can reduce the time required to produce
sample castings for customers by several weeks.
RESEARCH AND DEVELOPMENT
------------------------
The Registrant conducts process and product development programs,
principally at its separate research and development foundry located adjacent
to the Archer Creek facility in Lynchburg, Virginia, and to a lesser extent at
the laboratories in its other facilities. Current research and testing
projects encompass both new manufacturing processes and product development.
The research foundry has a self-contained melting and molding facility with
complete metallurgical, physical and chemical testing capabilities. The work
on new manufacturing processes is focused on ways to lower costs and improve
quality. Product development work includes projects to enhance existing iron
castings, such as austempering, which enhances the strength and elasticity of
iron, as well as projects to develop new products, such as the conversion of
forgings to castings. Amounts expensed for research and development totalled
$1.6 million, $1.5 million and $0.9 million in 1993, 1994 and 1995,
respectively.
COMPETITION
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The Registrant competes with many other foundries, both in the United
States and Europe. Some of these foundries are owned by major users of iron
castings, and a number of foundry operators have, or are subsidiaries of
companies which have, greater financial resources than the Registrant. For
example, the three largest domestic automobile manufacturers, which are among
the Registrant's largest customers, operate their own foundries. However,
they also purchase a significant amount of castings from the Registrant and
others, and there is a trend toward increased outsourcing by the domestic
original equipment manufacturers. Castings produced by the Registrant also
compete to some degree with malleable iron castings, other metal castings and
steel forgings.
The machining industry is highly fragmented and competitive. As in the
foundry industry, large purchasers of machined components often have
significant in-house capabilities to perform their own machining work.
The Registrant competes primarily on the basis of product quality,
engineering, service and price. The Registrant emphasizes its ability to
produce complex, precision-engineered products in order to compete for value-
added castings that generally provide a higher profit margin.
RAW MATERIALS
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The primary raw material used by the Registrant to manufacture iron
castings is steel scrap. The Registrant is not dependent on any single
supplier of scrap. The Registrant has no long-term contractual commitments
with any scrap supplier and does not anticipate any difficulties in obtaining
scrap because of the large number of suppliers and because of the Registrant's
position as a major purchaser. The cost of steel scrap is subject to
fluctuations, but the Registrant has implemented arrangements with most of its
customers for adjusting its castings prices to reflect those fluctuations.
-5-
The Registrant has contractual arrangements, which expire at various
times through 1998, for the purchase of various materials, other than steel
scrap, used in or during the manufacturing process. While these contracts and
the Registrant's overall level of purchases provide some protection against
price increases, in most cases the Registrant does not have specific
arrangements in place to adjust its casting prices for fluctuations in the
prices of alloys and other materials.
CYCLICALITY AND SEASONALITY
---------------------------
Most of the Registrant's products are generally not affected by year-to-
year automotive style changes. However, the inherent cyclicality of the
automotive industry has affected the Registrant's sales and earnings during
periods of slow economic growth or recession. The Registrant's third and
fourth quarter sales are usually lower than first and second quarter sales due
to plant closings by automakers for vacations and model changeovers.
BACKLOG
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Most of the Registrant's business involves supplying all or a stated
portion of the customer's annual requirements, generally flexible in amount,
for a particular casting against blanket purchase orders. The lead time and
cost of commencing production of a particular casting tend to inhibit
transfers of production from one foundry to another. Customers typically
issue firm releases and shipping schedules on a monthly basis. The
Registrant's backlog at any given time therefore consists only of the orders
which have been released for shipment.
EMPLOYEES
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At January 31, 1996 the Registrant employed 4,023 persons, including
3,489 in the United States. Of the persons employed in the United States,
2,901 were hourly manufacturing personnel, and the remainder were clerical,
sales and management personnel. The Registrant employed 534 persons in
Germany, 447 of whom were hourly manufacturing personnel. Most of the
manufacturing personnel are represented by unions under collective bargaining
agreements expiring at various times through 1998. Two collective bargaining
agreements, covering an aggregate 517 employees, expired in 1995 and were
replaced. One domestic bargaining agreement covering approximately 422 hourly
workers was scheduled to expire in 1996 and has already been replaced.
The Registrant from time to time adjusts the size of its work force to
meet fluctuations in production demands at various facilities and for other
reasons. For example, the Registrant significantly reduced its salaried work
force during 1995. During the past ten years the Registrant has not
experienced any strike or work stoppage, other than a five-week strike by the
69 covered employees at the Hibbing, Minnesota plant during 1992. The
Registrant believes that its relationship with its employees is satisfactory.
ENVIRONMENTAL MATTERS
---------------------
The Registrant's operations are subject to various federal, state and
local laws and regulations relating to the protection of the environment.
These regulations, which are implemented principally by the United States
Environmental Protection Agency and corresponding state agencies, govern the
management of solid and hazardous waste, the discharge of pollutants into the
air and into surface and ground waters, and the manufacture, treatment and
disposal of chemical substances. The Registrant believes that current
operations of its facilities are in substantial compliance with applicable
environmental laws, regulations and government orders.
-6-
The Registrant's Board of Directors oversees the Registrant's
environmental program. The Registrant has completed internal environmental
reviews of all of its facilities and is in the process of remedying non-
complying situations. In addition, the Registrant has environmental
compliance personnel on-site at most facilities, and the Registrant has
expanded its training programs to emphasize environmental matters.
The Registrant is currently in the process of attempting to resolve
certain environmental matters with various governmental agencies and third
parties. In addition to an issue raised by the Ohio Attorney General's Office
described in "Item 3 -- Legal Proceedings", these matters include the closure
of five former hazardous waste treatment units at the Archer Creek and Radford
Shell facilities and the remediation of soil and groundwater contamination at
the Lower Basin and Radford Shell facilities. In addition, the Registrant is
currently assessing the extent of soil and groundwater contamination at its
former Chesterfield, Michigan facility.
The Registrant sold substantially all of the assets of the Chesterfield,
Michigan facility (the "PBM Facility") in October 1995, a site which has been
designated a facility in need of remediation under former Michigan Act 307,
but the Registrant retains certain clean-up obligations at the Facility. As
part of the 1992 stock purchase agreement between the Company and the former
owners of the PBM Facility (the "Shareholders"), the Shareholders agreed to
indemnify the Registrant for the costs related to the environmental problems
at the PBM Facility, up to certain limits, which the Registrant does not
currently expect to exceed, although the costs of remediating the property
cannot be determined until further assessments of the site are completed.
One of the Shareholders recently brought suit against companies and
individuals who owned and/or operated the PBM Facility prior to 1988 (when the
Shareholders acquired PBM Industries), seeking reimbursement of the remedial
costs incurred by the Shareholders. PBM Industries, still a subsidiary of the
Company, has been named as a third-party defendant in that litigation. The
Registrant believes that the costs of PBM Industries' defense of that suit,
and any damages awarded against PBM Industries in the suit, should also be
fully reimbursable by the Shareholders under the 1992 stock purchase
agreement.
The Registrant believes that expenses to be incurred in resolving the
foregoing matters will not materially exceed reserves established for such
purposes or cause the Registrant to exceed its level of anticipated capital
expenditures. However, it is not possible to accurately predict such costs.
The 1990 amendments to the federal Clean Air Act are expected to have a
major impact on the compliance costs of many U.S. companies, including
foundries of the type owned by the Registrant. Until final regulations
implementing those amendments are adopted by the federal and state
governments, it is not possible to estimate such costs.
Over the years, the Registrant has landfilled wastes, such as baghouse
dust and foundry sand, on or near its foundry properties. The Registrant
believes its landfills and its other waste management units comply with all
existing regulations. However, it is not possible to predict whether, or to
what extent, future federal, state or local regulations will require the
Registrant to incur additional costs to monitor, close, remediate or otherwise
manage those units in ways not currently contemplated.
-7-
Although the Registrant's practices had, in certain instances, been
deemed in non-compliance with environmental laws and regulations and in non-
material fines related thereto, the Registrant currently does not anticipate
any environmentally related costs that would have a material adverse effect on
its operations. However, it cannot be assured that the Registrant's
activities will not give rise to actions by governmental agencies or private
parties, which could cause the Registrant to incur fines, penalties,
operational shutdowns, damages, cleanup costs or other similar expenses.
Also, the Registrant's foundries' capacity levels or increases thereof are
dependent upon the Registrant's ability to maintain, or obtain increases in,
such levels in its permits for air emissions. It cannot be assured that the
Registrant will be able to maintain its current permits, or obtain appropriate
increases in capacity levels under such permits, so as to maintain its current
level of operations or increase capacity as it may desire in the future.
FOREIGN OPERATIONS
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Information as to revenues, operating profits and identifiable assets for
its foreign operations for 1995, 1994 and 1993 is contained in Note 11 of the
consolidated financial statements included in the Registrant's 1995 Annual
Report to Shareholders included as Exhibit 13 to this Report and is
incorporated herein by reference.
EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
Executive officers are elected by the Board of Directors annually at
its meeting immediately following the Annual Meeting of Shareholders, and hold
office until the next Annual Meeting unless they sooner resign or are removed
from office by the Board of Directors.
The executive officers of the Registrant as of February 26, 1996 and
their ages and principal positions with the Registrant as of that date are as
follows:
Name (Age) Principal Position(s)
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John Doddridge (55) Chairman of the Board, Chief Executive Officer
and President Doretha J. Christoph (46)
C. Douglas Brown (49) Vice President - Sales and Marketing
John C. Engeswick (62) Vice President - Finance Vice President -
Technical
Daryl R. Marsh (57) Services Vice President - Machining
C. James Peterson (48) Services Vice President - Foundry Operations
James W. Rydel (51) Vice President - Administration and Secretary
-8-
Mr. Doddridge became Chairman of the Board and Chief Executive Officer in
1994 and became President in February 1995. Mr. Doddridge was Vice Chairman
and Chief Executive Officer of Magna International, Inc., a supplier of motor
vehicle parts, from November 1992 until November 1994. From 1989 to 1992 he
served as President of North American Operations of Dana Corporation, a motor
vehicle parts manufacturer, and prior to that time he served as President of
Hayes-Dana Inc., a subsidiary of Dana Corporation.
Mr. Brown became Vice President - Sales and Marketing in February 1995.
Prior to that time he served as Vice President - Sales and Marketing of
Intermet Foundries, Inc. ("IFI"), commencing in February 1993. From February
1991 to February 1993 he was General Sales Manager of IFI. Prior to that time
he served as a Regional Sales Manager for IFI.
Ms. Christoph became Vice President - Finance in June 1995. Prior to
that time she served as Vice President and Director of Administration of LNP
Engineering Plastics, a worldwide supplier of engineered plastics across all
markets and a subsidiary of Kawasaki Steel Corporation, from November 1991
until May 1995. From 1989 to 1991, she served as Director of Finance for the
Engineering Plastics Americas operation of ICI, plc.
Mr. Engeswick became Vice President - Technical Services in February
1995. Prior to that time he served as Vice President -Quality Assurance for
IFI.
Mr. Marsh became Vice President - Machining Services of the Registrant in
February 1995. From 1993 to 1995, he served as Vice President - Machining.
From 1969 through 1993, Mr. Marsh was employed by Simpson Industries, Inc.,
most recently as Group Vice President, Transmission and Chassis Group.
Mr. Peterson became Vice President - Foundry Operations in February 1995.
He served as Director of Manufacturing of IFI from 1993 to 1995. Prior to
that time he served as General Manager of Columbus Foundries, Inc.
Mr. Rydel has served as Vice President - Administration and Secretary
since February 1995. He served as Vice President - Human Resources of the
Registrant from 1991 until February 1995. He served as Director of
Compensation and Benefits of the Registrant from 1986 until 1990, when he
became Director of Human Resources of the Registrant.
ITEM 2. PROPERTIES
The Registrant currently owns or operates or has an ownership interest in
seven operational ductile and gray iron foundries, one aluminum foundry and
one research foundry. Most castings can be produced at more than one of the
Registrant's foundries except that aluminum castings must be produced at
Alexander City Casting.
The following provides information about the location and type of
castings produced at each foundry, all of which are wholly-owned by the
Registrant:
-9-
Name Location Type of Castings
- ------------------------- ----------------------- ----------------
Alexander City Casting Alexander City, Alabama Aluminum
Archer Creek Campbell County, Virginia Ductile iron
Ironton Iron Ironton, Ohio Ductile iron
Columbus Foundries Columbus, Georgia Ductile iron
Radford Shell Radford, Virginia Ductile and gray iron
Columbus Neunkirchen Neunkirchen, Germany Ductile iron
New River Radford, Virginia Ductile iron
Northern Castings Hibbing, Minnesota Ductile iron
The Registrant continually reviews the operation of its foundries and may
from time to time close one or more foundries on a permanent or temporary
basis due to its production needs and general business and economic
conditions. The Pennsylvania foundry has been idled since 1991. The Lower
Basin foundry stopped pouring iron in 1993 and was closed completely in 1994.
The research foundry is located in Virginia and is wholly-owned by the
Registrant. The Registrant also owns a machining facility in Georgia.
In addition, the Registrant owns or leases certain executive, sales, and
other management offices, located in Michigan, Georgia and Virginia. The
Registrant believes that all of its facilities are well maintained.
The only property of the Registrant which secures long-term indebtedness
is the German foundry, which secures indebtedness with an aggregate
outstanding principal balance at December 31, 1995 of $3,664,000. See Note 6
to the consolidated financial statements of the Registrant included in the
Registrant's 1995 Annual Report to Shareholders included as Exhibit 13 to this
Report for additional information on secured debt.
ITEM 3. LEGAL PROCEEDINGS
Except as set forth below, the Registrant is not aware of any material
pending or threatened legal proceedings to which the Registrant or any of its
subsidiaries is a party or of which any of their property is the subject.
On August 5, 1991 Lynchburg Foundry Company ("Lynchburg"), a wholly-owned
subsidiary of the Registrant, was served with a complaint (the "Complaint")
dated July 31, 1991 by the United States Environmental Protection Agency (the
"EPA"). The Complaint alleged certain violations by Lynchburg of the Resource
Conservation and Recovery Act ("RCRA"), the most significant of which related
to the treatment of certain hazardous waste at two of Lynchburg's foundry
sites. In November 1994 Lynchburg signed a consent order agreeing to pay a
penalty of $330,000, which the Registrant paid in September 1995.
The Registrant has entered into negotiations with the Office of the Ohio
Attorney General with respect to certain past violations by the Registrant's
Ironton, Ohio foundry of Ohio water pollution laws and regulations. The
Attorney General's Office advised the Registrant that the Registrant could
avoid litigation with respect to such violations by entering into a consent
order. In November 1995 the Registrant agreed to pay the State of Ohio a fine
of $285,000 to settle the water pollution matter. The parties have agreed to
the language of the consent decree, and the Registrant is waiting for the
-10-
office of Attorney General to file the decree in Ohio State Court. On receipt
of the decree, the fee will be paid by the Registrant.
A complaint was filed on October 6, 1995 in the Superior Court of Fulton
County, Georgia by Brickell Partners, a Florida partnership, against the
Registrant and each director of the Registrant, except George W. Mathews, Jr.
This complaint was brought on behalf of the plaintiff, and, purportedly,
public stockholders of the Registrant, as a class. The complaint alleges that
the named directors breached their fiduciary duties by failing to properly
consider an offer for the Registrant by GWM, Inc. and Kelso & Company. The
complaint alleges that the named directors deprived the plaintiff and the
class of the receipt of maximum value for their shares. The plaintiff demands
that the named directors be ordered to carry out their fiduciary duties, that
damages in an unspecified amount be awarded to the plaintiff and the class and
that attorney's fees and costs be granted to the plaintiff. The Registrant is
scheduled to file an answer to the complaint in April 1996.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Registrant
during the fourth quarter of the fiscal year covered by this Report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION AND DIVIDENDS
--------------------------------
The information contained in Note 12 to the consolidated financial
statements of the Registrant included in the Registrant's Annual Report to
Shareholders for the fiscal year ended December 31, 1995, furnished to the
Commission as Exhibit 13 to this Report, is hereby incorporated herein by
reference.
The Registrant's Common Stock, $0.10 par value, is traded in the over-
the-counter market under the Nasdaq symbol "INMT." As of February 26, 1996,
there were approximately 666 holders of record of the Registrant's Common
Stock.
The Board of Directors of the Registrant suspended payment of the regular
quarterly dividend in 1993 pending improvement in the Registrant's operating
performance. Even if payment of dividends resumes, the payment is subject to
the discretion of the Board of Directors and will depend upon the results of
operations and financial condition of the Registrant and other factors the
Board of Directors deems relevant. The Registrant is also subject to
restrictions on the payment of dividends under certain loan agreements. As of
December 31, 1995, $87,870,000 of the Registrant's retained earnings were
restricted and unavailable for the payment of dividends under those
agreements.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data included in the Registrant's 1995 Annual Report
to Shareholders, portions of which are furnished to the Commission as Exhibit
-11-
13 to this Report, under the headings "Statement of Operations Data," "Share
Data" and "Balance Sheet Data," are hereby incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The information included under the heading "Discussion of Financial
Information" in the Registrant's 1995 Annual Report to Shareholders, portions
of which are furnished to the Commission as Exhibit 13 to this Report, is
hereby incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and related notes of the Registrant
and the report of the independent auditors thereon included in the
Registrant's 1995 Annual Report to Shareholders, portions of which are
furnished to the Commission as Exhibit 13 to this Report, are hereby
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Within the 24-month period prior to the date of the Registrant's
financial statements for the fiscal year ended December 31, 1995, the
Registrant did not change auditors and had no disagreement with its auditors
on any matter of accounting principles or practices or financial statement
disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained under the heading "INFORMATION ABOUT NOMINEES
FOR DIRECTORS" in the definitive Proxy Statement used in connection with the
solicitation of proxies for the Registrant's Annual Meeting of Shareholders to
be held April 11, 1996, filed with the Commission, is hereby incorporated
herein by reference. Pursuant to Instruction 3 to Paragraph (b) of Item 401
of Regulation S-K, information relating to the executive officers of the
Registrant is included in Item 1 of this Report.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the heading "EXECUTIVE COMPENSATION" in
the definitive Proxy Statement used in connection with the solicitation of
proxies for the Registrant's Annual Meeting of Shareholders to be held April
11, 1996, filed with the Commission, is hereby incorporated herein by
reference.
-12-
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained under the heading "VOTING SECURITIES AND
PRINCIPAL HOLDERS" in the definitive Proxy Statement used in connection with
the solicitation of proxies for the Registrant's Annual Meeting of
Shareholders to be held April 11, 1996, filed with the Commission, is hereby
incorporated herein by reference.
For purposes of determining the aggregate market value of the
Registrant's voting stock held by nonaffiliates, shares held by all current
directors and executive officers of the Registrant have been excluded. The
exclusion of such shares is not intended to, and shall not, constitute a
determination as to which persons or entities may be "affiliates" of the
Registrant as defined by the Securities and Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the heading "CERTAIN TRANSACTIONS" in the
definitive Proxy Statement used in connection with the solicitation of proxies
for the Registrant's Annual Meeting of Shareholders to be held April 11, 1996,
filed with the Commission, is hereby incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following consolidated financial statements and notes thereto of the
Registrant and its subsidiaries contained in the Registrant's 1995 Annual
Report to Shareholders are incorporated by reference in Item 8 of this Report:
Consolidated Balance Sheets at December 31, 1995 and 1994
Consolidated Statements of Operations for the Years Ended December 31,
1995, 1994 and 1993
Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the Years Ended December 31,
1995, 1994 and 1993
Notes to Consolidated Financial Statements
Report of Independent Auditors
-13-
2. Financial Statement Schedules
The following consolidated financial statement schedule for the
Registrant is filed as Item 14(d) hereof, beginning on page F-1.
Report and Consent of Independent Auditors
Schedule II - Valuation and Qualifying Accounts
3. Exhibits
The following exhibits are required to be filed with this Report by Item
601 of Regulation S-K:
Exhibit
Number Description of Exhibit
- ----------- ----------------------------------------
3.1 and 4.1 Amended and Restated Articles of Incorporation of the Registrant
(included as Exhibit 4.1 to the Registrant's Form S-3 Registration
Statement, filed June 3, 1992, File No. 33-48304, previously filed
with the Commission and incorporated herein by reference).
3.2 and 4.2 By-Laws of the Registrant, as amended (included as Exhibit 3.1 and
4.1 to the Registrant's Form 10Q for the quarter ended October 1,
1995, previously filed with the Commission and incorporated herein
by reference).
4.3 Promissory Note of Lynchburg Foundry Company, dated December 1,
1973, payable to Industrial Development Authority of the City of
Lynchburg, Virginia in the original principal amount of
$4,400,000.*
4.4 Guaranty Agreement, dated December 1, 1973, by and between The Mead
Corporation and the Industrial Development Authority of the City of
Lynchburg, Virginia.*
4.5 Trust Indenture, dated December 1, 1973, by and among Industrial
Development Authority of the City of Lynchburg, Virginia, Lynchburg
Foundry Company and United Virginia Bank, as trustee.*
4.6 Promissory Notes of Lynchburg Foundry Company, dated June 1, 1976,
payable to Industrial Development Authority of the City of
Lynchburg, Virginia, in the original principal amounts of
$2,700,000, $1,000,000, $550,000 and $550,000, respectively.*
4.7 Guaranty Agreement, dated June 1, 1976, of The Mead Corporation in
favor of Industrial Development Authority of the City of Lynchburg,
Virginia.*
-14-
4.8 Trust Indenture, dated June 1, 1976, by and among Industrial
Development Authority of the City of Lynchburg, Virginia, Lynchburg
Foundry Company and United Virginia Bank, as trustee, with respect
to Pollution Control Revenue Bonds (Mead-Lynchburg Foundry
Project), Series 1976, Series 1976A, Series 1976B and Series
1976C.*
4.9 Loan Contract, dated September 28, 1988, by and between Columbus
Neunkirchen Foundry GmbH and Saarlandische Investitionskreditbank,
relating to a loan in the original principal amount of DM 740,000.*
4.10 Loan Contract, dated October 11, 1988, by and between Columbus
Neunkirchen Foundry GmbH and the Landesbank Saar Girozentrale,
relating to a loan in the original principal amount of DM
1,550,000.*
4.11 Loan Contract, dated December 14, 1988, by and between Columbus
Neunkirchen Foundry GmbH and Saarlandische Investitionskreditbank,
relating to a loan in the principal amount of DM 3,833,500.*
4.12 Loan Contract, dated March 1, 1989, by and between Columbus
Neunkirchen Foundry GmbH and Saarlandische Investitionskreditbank,
relating to a loan in the principal amount of DM 2,000,000.*
4.13 Loan Contract, dated April 12, 1989, by and between Columbus
Neunkirchen Foundry GmbH and Landesbank Saar Girozentrale, relating
to a loan in the principal amount of DM 2,725,000.*
4.14 Second Amended and Restated Credit Agreement, dated February 23,
1996, by and among the Registrant, SunTrust Bank, Atlanta (formerly
known as Trust Company Bank) as lender and agent and the various
lenders named therein.
4.15 Note Agreement ("Prudential Note Agreement"), dated December 11,
1992, by and between the Registrant and The Prudential Insurance
Company of America, relating to $25,000,000 principal amount of
8.05% Senior Notes due December 11, 2002 and Related Promissory
Notes (included as Exhibit 4.19 to the Registrant's Form 10-K for
the year ended December 31, 1992, File No. 0-13787, previously
filed with the Commission and incorporated herein by reference).
-15-
4.16 First Amendment to Prudential Note Agreement, dated March 24, 1993,
executed by The Prudential Insurance Company of America and the
Registrant (included as Exhibit 4.20 to the Registrant's Form 10-K
for the year ended December 31, 1992, File No. 0-13787, previously
filed with the Commission and incorporated herein by reference).
4.17 Second Amendment to Prudential Note Agreement, dated November 16,
1993, executed by the Prudential Insurance Company of America and
the Registrant (including form of promissory note entered into in
connection therewith) (included as Exhibit 4.22 to the Registrant's
Form 10-K for the year ended December 31, 1993, File No. 0-13787,
previously filed with the Commission and incorporated herein by
reference).
4.18 Amendment to Prudential Note Agreement, dated March 6, 1995,
executed by The Prudential Insurance Company of America and the
Registrant.
4.19 Amendment dated August 21, 1995 to Note Purchase Agreement, dated
December 11, 1992, by and between the Registrant and The Prudential
Insurance Company of America (included as Exhibit 10.3 to the
Registrant's Form 10-Q for the quarter ended October 1, 1995, File
No. 0-13787, previously filed with the Commission and incorporated
herein by reference).
4.20 Amended and Restated Note Agreement, dated as of March 21, 1996, by
and between Intermet Corporation and The Prudential Insurance
Company of America, relating to $25,000,000 principal amount of
8.05% Senior Notes due December 11, 2002 and related Promissory
Note.
4.21 Shareholder Protection Rights Agreement, dated as of October 6,
1995 between the Registrant and Trust Company Bank, as Rights Agent
(included as Exhibit 4 to the Registrant's Form 8-K, having an
event date of October 6, 1995, File No. 0-13787, previously filed
with the Commission and incorporated herein by reference).
10.1(a) Intermet Corporation Key Individual Stock Option Plan, adopted
April 25, 1984 (included as Exhibit 10.1 to the Registrant's
registration statement on Form S-14, File No. 2-90815, previously
filed with the Commission and incorporated herein by reference).**
10.1(b) Amendment No. 1 to the Intermet Corporation Key Individual Stock
Option Plan, dated as of August 4, 1988 (included as Exhibit 10.2
to the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988, File No. 0-13787, previously filed with
the Commission and incorporated herein by reference).**
10.1(c) Amendment No. 2 to the Intermet Corporation Key Individual Stock
Option Plan, dated October 27, 1988 (included as Exhibit 10.3 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988, File No. 0-13787, previously filed with
the Commission and incorporated herein by reference).**
10.2(a) Form of Intermet Corporation Directors Stock Option Agreement
(included as Exhibit 10.4 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1988, File No. 0-13787,
previously filed with the Commission and incorporated herein by
reference).**
-16-
10.2(b) Intermet Corporation Directors Stock Option Plan (included as
Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990, File No. 0-13787, previously
filed with the Commission and incorporated herein by reference).**
10.3 Intermet Corporation Executive Stock Option and Incentive Award
Plan (included as Exhibit 4 to the Registrant's Form S-8, File No.
33-59011, previously filed with the Commission and incorporated
herein by reference)**
10.4 Stock Purchase Agreement, dated March 30, 1992, by and between the
Registrant, PBM Industries, Inc., Batten Design and Engineering
Services, Inc., Wind Point Partners II, L.P., The Prudential
Insurance Company of America, Pruco Life Insurance Company,
PruSupply Capital Assets, Inc., Ingersoll Engineers, Inc. and
certain individuals (included as Exhibit 2.1 to the Registrant's
Form 8-K dated March 31, 1992, File No. 0-13787, previously filed
with the Commission and incorporated herein by reference.)
10.5 Promissory Note, dated March 30, 1992, executed by Intermet
Machining, Inc. in favor of Wind Point Partners II, L.P., as
Shareholders' Representative, in the principal amount of
$438,754.58 (included as Exhibit 10.7 to the Registrant's Form 10-K
for the year ended December 31, 1992, File No. 0-13787, previously
filed with the Commission and incorporated herein by reference).
10.6 Promissory Note, dated March 30, 1992, executed by Intermet
Machining, Inc. in favor of Pruco Life Insurance Company, in the
principal amount of $12,673.31 (included as Exhibit 10.8 to the
Registrant's Form 10-K for the year ended December 31, 1992, File
No. 0-13787, previously filed with the Commission and incorporated
herein by reference)
10.7 Promissory Note, dated March 30, 1992, executed by Intermet
Machining, Inc. in favor of PruSupply Capital Assets, Inc., in the
principal amount of $114,059.79 (included as Exhibit 10.9 to the
Registrant's Form 10-K for the year ended December 31, 1992, File
No. 0-13787, previously filed with the Commission and incorporated
herein by reference).
10.8 Promissory Note, dated March 30, 1992, executed by Intermet
Machining, Inc. in favor of Wind Point Partners II, L.P., as
Shareholders' Representative, in the principal amount of $1,982,107
(included as Exhibit 10.10 to the Registrant's Form 10-K for the
year ended December 31, 1992, File No. 0-13787, previously filed
with the Commission and incorporated herein by reference).
10.9 Promissory Note, dated March 30, 1992, executed by Intermet
Machining, Inc. in favor of Pruco Life Insurance Company, in the
principal amount of $35,240.53 (included as Exhibit 10.11 to the
Registrant's Form 10-K for the year ended December 31, 1992, File
No. 0-13787, previously filed with the Commission and incorporated
herein by reference).
-17-
10.10 Promissory Note, dated March 30, 1992, executed by Intermet
Machining, Inc. in favor of The Prudential Insurance Company of
America, in the principal amount of $317,164.79 (included as
Exhibit 10.12 to the Registrant's Form 10-K for the year ended
December 31, 1992, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).
10.11 Guaranty Agreement, dated March 30, 1992, by the Registrant in
favor of the shareholders named in the PBM Stock Purchase Agreement
(included as Exhibit 10.13 to the Registrant's Form 10-K for the
year ended December 31, 1992, File No. 0-13787, previously filed
with the Commission and incorporated herein by reference).
10.12 Asset Purchase Agreement among Intermet Corporation, Intermet
Machining, Inc., PBM Industries, Inc. and PBM Acquisition Limited,
dated September 6, 1995, as amended by Amendments 1, 2 and 3
thereto (included as an Exhibit to the Registrant's Form 8-K dated
October 6, 1995, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).
10.13 Asset Purchase Agreement by and among Ricardo North American
Detroit, Inc., Ricardo Group, plc., InterMotive Technologies, Inc.
and Intermet Corporation, dated October 12, 1995 (included as an
Exhibit to the Registrant's Form 8-K dated October 18, 1995, File
No. 0-13787, previously filed with the Commission and incorporated
herein by reference).
10.14(a) Agreement for Purchase and Sale of Assets of Bodine-Robinson, Inc.
among the Registrant, Alexander City Casting Company, Inc., Bodine-
Robinson, Inc., Joe Robinson and Robinson Foundry, Inc., dated
November 15, 1995 (included as Exhibit 2(a) to the Registrant's
Form 8-K dated November 15, 1995 (the "Robinson 8-K"), File No. 0-
13787, previously filed with the Commission and incorporated herein
by reference).
10.14(b) Agreement for Purchase and Sale of Certain Assets of Robinson
Foundry, Inc. among the Registrant, Alexander City Casting Company,
Inc., Bodine-Robinson Foundry, Inc., Joe Robinson and Robinson
Foundry, Inc., dated November 15, 1995 (included as Exhibit 2(b) to
the Robinson 8-K, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).
10.14(c) Management Agreement among Joe Robinson, the Registrant and
Alexander City Casting Company, Inc., dated November 15, 1995
(included as Exhibit 2(c) to the Robinson 8-K, File No. 0-13787,
previously filed with the Commission and incorporated herein by
reference).
10.14(d) Registration Rights Agreement between the Registrant and Robinson
Foundry, Inc., dated November 15, 1995 (included as Exhibit 2(d) to
the Robinson 8-K, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).
-18-
10.15 Operating Committee 1995 Profit Sharing Plan**
10.16(a) Intermet Corporation Salaried Employees Severance Plan effective as
of October 1, 1993 (included as Exhibit 10.16(a) to the
Registrant's Form 10-K for the year ended December 31, 1993, File
No. 0-13787, previously filed with the Commission and incorporated
herein by reference).**
10.16(b) Amendment No. 1 to the Intermet Corporation Salaried Employees
Severance Plan, dated December 20, 1993 (included as Exhibit
10.16(b) to the Registrant's Form 10-K for the year ended December
31, 1993, File No. 0-13787, previously filed with the Commission
and incorporated herein by reference).**
10.17 Intermet Salary Continuation Plan (included as Exhibit 10.18 to the
Registrant's Form 10-K for the year ended December 31, 1992, File
No. 0-13787, previously filed with the Commission and incorporated
herein by reference).**
10.18 Employment Agreement, dated as of December 1, 1994, by and between
the Registrant and John Doddridge (included as Exhibit 10.16 to the
Registrant's Form 10-K for the year ended December 31, 1994, File
No. 0-13787, previously filed with the Commission and incorporated
herein by reference).**
10.19 Letter, dated as of December 19, 1994, related to George Mathews'
retirement. (included as Exhibit 10.17 to the Registrant's Form 10-
K for the year ended December 31, 1994, File No. 0-13787,
previously filed with the Commission and incorporated herein by
reference).**
10.20 Employment Agreement, dated July 15, 1993, by and between the
Registrant and Daryl R. Marsh (included as Exhibit 10.18 to the
Registrant's Form 10-K for the year ended December 31, 1994, File
No. 0-13787, previously filed with the Commission and incorporated
herein by reference).**
10.21 Form of employment agreement by and between the Registrant and the
executive officers of the Registrant, other than John Doddridge,
effective November 1, 1996.**
10.22 Employment Agreement, dated October 26, 1995, by and between the
Registrant and John E. Doddridge**
10.23 Employment Agreement, dated May 12, 1995, by and between the
Registrant and Doretha Christoph.**
11 Computation of Earnings per Common Share.
13 Annual Report to Shareholders. Certain portions of this Exhibit
which are incorporated by reference into this Report on Form 10-K
are filed herewith.
21 Subsidiaries of the Registrant
23 Report and Consent of Independent
Auditors (included herein on Page F-1).
-19-
27 Financial Data Schedule.
99 Notice of Annual Meeting and Proxy Statement of the Registrant.
- -----------------
* This instrument defines the rights of holders of long-term debt of the
Registrant not being registered and the total amount of securities
authorized under the instrument does not exceed ten percent of the total
assets of the Registrant and its subsidiaries on a consolidated basis.
This instrument is not being filed, but the Registrant will furnish a
copy of this instrument to the Commission upon request.
** Management contract or compensatory plan or arrangement required to be
filed as an exhibit.
-20-
(b) The following current reports on Form 8-K were filed during the
fourth quarter of the Registrant's 1995 fiscal year:
Two Forms 8-K of the Registrant, File No. 0-13787, both having an
event date of October 6, 1995.
Form 8-K of the Registrant, File No. 0-13787, having an event date
of October 18, 1995.
Form 8-K of the Registrant, File No. 0-13787, having an event date
of November 15, 1995, and related Form 8-K/A.
(c) The Registrant hereby files as exhibits to this Report the exhibits
set forth in Item 14(a)3 hereof.
(d) The Registrant hereby files as financial statement schedules to this
Report the financial statement schedules set forth in Item 14(a)2 hereof.
-21-
INDEX TO FINANCIAL STATEMENT SCHEDULES
Item Page
---- ----
Report and Consent of Independent Auditors .................... F-1
Schedule II - Valuation and Qualifying Accounts ............... F-2
-22-
Consent of Independent Auditors
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Intermet Corporation of our report dated January 26, 1996, included in the
1995 Annual Report to Shareholders of Intermet Corporation.
Our audits also included the financial statement schedule of Intermet
Corporation listed in Item 14(a). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
We also consent to the incorporation by reference in the Registration
Statements (Form S-8 Nos. 33-57665, 33-58354, 33-58352 and 33-59011)
pertaining to 50,000 shares of Intermet Corporation common stock, the Intermet
Corporation Directors Stock Option Plan and the Intermet Corporation Key
Individual Stock Option Plan and the Intermet Corporation Executive Stock
Option and Incentive Award Plan, respectively, of our report dated January 26,
1996, with respect to the consolidated financial statements incorporated
herein by reference, and our report included in the preceding paragraph with
respect to the financial statement schedule included in this Annual Report
(Form 10-K) of Intermet Corporation.
/s/ Ernst & Young LLP
March 26, 1996
F-1
Intermet Corporation
(Consolidated)
Schedule II
Valuation and Qualifying Accounts
BALANCE AT BALANCE AT
BEGINNING CHARGED TO END OF
DESCRIPTION OF PERIOD EXPENSE OTHER PERIOD
- -------------------------------------------- --------- ----------- -------- ----------
(In Thousands of Dollars)
Year ended December 31, 1995:
Allowance for returns and doubtful
accounts (a) $ 3,039 1,319 (b) 49 (c) $ 4,407
Supplies inventory reserve 4,361 (775) 198 (c) 3,784
Deferred tax asset valuation allowance 26,332 - - 26,332
Year ended December 31, 1994:
Allowance for returns and doubtful
accounts (a) 2,206 784 (b) 49 (c) 3,039
Supplies inventory reserve 3,694 435 232 (c) 4,361
Deferred tax asset valuation allowance 30,520 3,683 (7,871)(d) 26,332
Year ended December 31, 1993
Allowance for returns and doubtful
accounts (a) 1,821 407 (b) (22)(c) 2,206
Supplies inventory reserve 3,280 546 (132)(c) 3,694
Deferred tax asset valuation allowance 20,846 6,609 3,065 (d) 30,520
(a) Reflected as reduction of trade accounts receivable on consolidated
balance sheet.
(b) Net effect of amounts charged to expense less actual returns and write
offs.
(c) Effect of foreign currency translation.
(d) Increase (decrease) in certain deferred tax assets, including effect of
U.S. rate change in 1993.
F-2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
INTERMET CORPORATION
(Registrant)
By: /s/ John Doddridge
--------------------------------------
John Doddridge
Chairman of the Board of Directors and
Chief Executive Officer
Date: March 26, 1996
POWER OF ATTORNEY AND SIGNATURES
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Doddridge and Doretha J. Christoph, or
either of them, as attorney-in-fact, either with power of substitution, for
him in any and all capacities, to sign any amendments to this Report on Form
10-K, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below as of March 26, 1996 by the following persons on
behalf of the Registrant in the capacities indicated.
Signature Capacity
--------- --------
/s/ John Doddridge
----------------------- Chairman of the Board of Directors,
John Doddridge Chief Executive Officer and President
(Principal Executive Officer)
/s/ Vernon R. Alden Director
-----------------------
Vernon R. Alden
/s/ J. Frank Broyles Director
-----------------------
J. Frank Broyles
/s/ John P. Crecine Director
-----------------------
John P. Crecine
/s/ Anton Dorfmueller, Jr. Director
---------------------------
Anton Dorfmueller, Jr.
/s/ John B. Ellis Director
---------------------------
John B. Ellis
/s/ Wilfred E. Gross, Jr. Director
---------------------------
Wilfred E. Gross, Jr.
/s/ A. Wayne Hardy Director
---------------------------
A. Wayne Hardy
/s/ George W. Mathews, Jr. Director
---------------------------
George W. Mathews, Jr.
/s/ Harold C. McKenzie, Jr. Director
---------------------------
Harold C. McKenzie, Jr.
/s/ J. Mason Reynolds Director
---------------------------
J. Mason Reynolds
Director
---------------------------
Curtis W. Tarr
/s/ Doretha J. Christoph
--------------------------- Vice President-- Finance
Doretha J. Christoph (Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.14 Second Amended and Restated Credit Agreement, dated February 23,
1996, by and among the Registrant, SunTrust Bank, Atlanta (formerly
known as Trust Company Bank) as lender and agent and the various
lenders named therein.
4.18 Amendment to Prudential Note Agreement, dated March 6, 1995,
executed by The Prudential Insurance Company of America and the
Registrant.
4.20 Amended and Restated Note Agreement, dated as of March 21, 1996, by
and between Intermet Corporation and The Prudential Insurance
Company of America, relating to $25,000,000 principal amount of
8.05% Senior Notes due December 11, 2002 and related Promissory
Note.
10.15 Operating Committee 1995 Profit Sharing Plan
10.21 Form of employment agreement by and between the Registrant and the
executive officers of the Registrant, other than John Doddridge,
effective November 1, 1996.
10.22 Employment Agreement, dated October 26, 1995, by and between
the Registrant and John E. Doddridge.
10.23 Employment Agreement, dated May 12, 1995, by and between the
Registrant and Doretha Christoph.
11 Computation of Earnings per Common Share.
13 Annual Report to Shareholders. Certain portions of this Exhibit
which are incorporated by reference into this Report on Form 10-K
are filed herewith.
21 Subsidiaries of the Registrant
23 Report and Consent of Independent Auditors (included herein on Page
F-1).
27 Financial Data Schedule.
99 Notice of Annual Meeting and Proxy Statement of the Registrant.