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UNITED STATES
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, 1998 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________ to ________
Commission File No. 0-13787
INTERMET CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 58-1563873
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5445 Corporate Drive, Suite 200, Troy, Michigan 48098-2683
(Address of principal executive offices) (Zip code)
(248) 952-2500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None Not applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.10 par value
(Title of class)
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 10-K. [ ]
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 1, 1999 was $311,608,440 based on $12.0625 per share, the
closing sale price of the common stock as quoted on the Nasdaq National Market.
For purposes of determining the aggregate market value of the Registrant's
voting stock held by non-affiliates, 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.
At March 1, 1999 there were 25,832,824 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, 1998 are incorporated by reference into Parts I and II.
Portions of the registrant's definitive Proxy Statement for the 1999 Annual
Meeting of Shareholders to be held April 15, 1999 are incorporated by reference
into Part III.
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PART I
ITEM 1. BUSINESS
GENERAL
Intermet is the largest independent producer of ductile iron castings in the
world. We specialize in the design and manufacture of complex ductile iron, gray
iron and aluminum cast products. We manufacture our products for the global
light truck, passenger car and heavy-duty vehicle markets. Our products include
cast components used in vehicle axles, chassis, engines and transmissions. In
addition, we provide machining and a range of other products and services to the
automotive and industrial markets. We provide cast products used by over 20
automotive original equipment manufacturers ("OEMs"), including DaimlerChrysler,
Ford, General Motors, BMW, Honda and Toyota and their leading suppliers
throughout the world, including Dana, LucasVarity, PBR, SMW and ZF.
Intermet's focus is to supply cast products to a broad array of automotive and
industrial customers. These products require advanced technology and
engineering. OEMs, Tier 1 and Tier 2 suppliers increasingly rely on their
suppliers to design and engineer parts based on specific design parameters,
including weight, size, cost and performance criteria. In addition, OEMs, Tier 1
and Tier 2 suppliers look to their suppliers to solve problems arising in the
design and manufacturing processes. We believe that we are well positioned to
benefit from these trends by providing a broad range of full-service
capabilities, including advanced design and engineering, casting, machining and
sub-assembly.
During 1998, we had a total average casting capacity available of 624,000 tons,
on a straight-time basis. As a result of the year-end acquisitions and capital
improvements throughout the year, total casting capacity at December 31, 1998
was 663,000 tons, on a straight-time basis. We believe that the market for
ferrous and non-ferrous castings is highly fragmented, with approximately 3,000
suppliers in the United States alone. Intermet believes that its strong
reputation in the industry and leadership in its core markets position it to
capitalize on domestic and international consolidation and OEM outsourcing
trends. These trends are driven, in part, by the OEMs' strategy to lower costs
and maintain quality by selectively awarding contracts to suppliers that have
full service capabilities and a significant global presence. Responding to these
trends, Intermet's acquisition of Sudbury, Inc. ("Sudbury") in December 1996
significantly increased its ferrous casting capacity and the acquisition of Tool
Products, Inc. ("Tool Products") in December 1998 significantly increased its
aluminum casting capacity.
Intermet'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. We specialize in safety-related parts, critical to
vehicle control, which meet our customers' exacting metallurgical, dimensional
and quality control standards. Products manufactured for the automotive, light
truck and heavy truck industries include brake and suspension parts, steering
components, differential cases, camshafts and crankshafts.
Intermet also manufactures lost foam aluminum castings, aluminum and zinc die
castings, cantilevered cranes, specialty service vehicle truck bodies and
precision-machined components for the automotive and industrial markets.
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RECENT DEVELOPMENTS
On March 19, 1999, Intermet's board of directors authorized the repurchase of up
to 10% of its 25.8 million outstanding shares of common stock. The repurchase
authority allows us to selectively repurchase our stock in the open market or in
privately negotiated transactions, depending on market price and other factors.
Intermet may repurchase the shares at its discretion and without a target price.
We will hold the repurchased shares in treasury for general corporate purposes.
On December 31, 1998, Intermet acquired the operating assets and the aluminum
die-casting business of Quadion Corporation for $56,951,000 and operating
supplies inventories for $1,353,000, both in cash. These assets form the base of
Intermet's wholly owned subsidiary Tool Products, Inc. This transaction has been
accounted for as a purchase. The purchase price has been allocated to the assets
purchased and the liabilities assumed based upon the estimated fair values at
the date of acquisition. The excess of the purchase price over the fair value of
tangible net assets acquired was approximately $39,052,000. This was recorded as
goodwill, which will be amortized on a straight-line basis over 40 years. The
consolidated financial statements include the balance sheet of Tool Products at
December 31, 1998. The balance sheet of Tool Products is subject to audit, which
may result in an adjustment to the purchase price subsequent to December 31,
1998. Tool Products manufactures aluminum die castings for broad applications in
the automotive, electronics and other industries. Tool Products has
manufacturing facilities in New Hope, Minnesota and Jackson, Tennessee.
On December 31, 1998 Intermet acquired 100% of the outstanding shares of
Vorpommersche Eisenwerke GmbH Ueckermunde ("VEGU") for DM 6,000,000 in cash. The
transaction was accounted for as a purchase. The purchase price has been
allocated to the assets purchased and the liabilities assumed based on the
estimated fair values at the date of acquisition. The fair value of tangible net
assets acquired exceeded the purchase price and has resulted in negative
goodwill of approximately DM 3,300,000. This will be amortized on a
straight-line basis over 5 years. The consolidated financial statements include
the balance sheet of VEGU as of December 31, 1998. VEGU is a ferrous foundry
company located in eastern Germany.
In June 1998 we sold substantially all the stock of our subsidiary, Industrial
Powder Coatings, for $22,338,000 in cash, net of related selling expenses, and
recognized a net gain of approximately $115,000.
During the second quarter of 1998, Intermet entered into an agreement with
Portuguese Grupo Jorge de Mello to create a joint venture company called
PortCast-Fundicao Nodular, S.A. ("PortCast"). PortCast is located in Porto,
Portugal. This joint venture increased our foundry capacity in Europe. Intermet
spent $2,000,000 for its 50% equity interest in PortCast. During the third
quarter of 1998, Intermet advanced approximately $1,300,000 to PortCast for its
working capital requirements. Intermet has management control. Our investment in
PortCast is accounted for using the equity method. Intermet's share in the net
loss of PortCast for 1998 is $440,000. This is included in other income and
expense in Intermet's statements of operations.
In December 1996, Intermet acquired substantially all of the outstanding stock
of Sudbury, Inc. for $182,434,000 in cash. This included costs of $5,277,000
directly related to the acquisition. We accounted for this transaction as a
purchase. The results of operations of Sudbury from the date of acquisition to
December 31, 1996 were not significant.
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In 1996, Intermet purchased a minority interest in IWESA GmbH ("IWESA") for DM
4,000,000 in cash. We also purchased a newly issued share from IWESA for DM
374,000 bringing our share interest to 49%. In addition, we contributed DM
6,000,000 to the capital reserves of IWESA in support of new capital expansion
projects. As a result of the financial difficulties IWESA was experiencing in
1997, we increased our ownership interest to 82.4% at a cost of DM 1.
Accordingly, we accounted for IWESA as a consolidated subsidiary at December 31,
1997. In May 1998, IWESA entered bankruptcy proceedings whereby the receiver
assumed all remaining assets and obligations, without cash effect, in accordance
with German bankruptcy laws and, as a result, Intermet wrote-off assets related
to IWESA.
Intermet has an unsecured revolving credit agreement with a bank group, which
expires on January 1, 2000. This agreement provides for loans up to $200,000,000
in the aggregate. Standby letters of credit reduce the borrowing limit. At
December 31, 1998 such standby letters of credit totaled $4,959,279. The
revolving credit agreement provides us with several interest rate-pricing
mechanisms. Rates at December 31, 1998 ranged from 5.71% to 6.12% per annum. We
must also pay a fee, at a rate of 0.15% per annum, on any unused portion of the
loan commitment. The revolving credit agreement requires Intermet to maintain
specified financial ratios and imposes limitations on certain activities.
FINANCIAL INFORMATION ABOUT SEGMENTS
The information contained in Note 2 to the consolidated financial statements of
Intermet's 1998 Annual Report to Shareholders, furnished to the Commission as
Exhibit 13 to this Report, is incorporated by reference into this filing.
PRODUCTS, MARKETS AND SALES
Intermet focuses on value-added cast products, which it supplies to the
automotive and industrial markets. In 1998, approximately 85% of our sales were
and attributable to the automotive market. Within this market, our products
generally fall into four major categories, including:
- - Engine components such as camshafts, crankshafts, bedplates and aluminum
intake manifolds
- - Transmission components such as differential cases, pump bodies and gear
blanks
- - Chassis components such as steering knuckles, control arms, steering gear
housings, brake housings and supports, spindle carriers and damper forks
- - Axle components such as differential cases and carriers, bearing caps, hubs,
drums, spring seats and driveline yokes
Intermet also manufactures a variety of products for the industrial and
appliance markets. In 1998, approximately 15% of our sales were attributable to
the industrial and appliance markets.
Intermet has a long-standing quality assurance program. We are committed to
maintaining our reputation for high quality products and timely delivery. With
the exception of VEGU, all of our foundry facilities that supply the automotive
industry have QS-9000 and ISO-9001 certification. VEGU has ISO-9002
certification. In addition, many of our facilities have received quality awards
from their customers during 1998, including:
- - Toyota's Excellent Quality Performance
- - Honda's Delivery Performance
- - CMI's Certified Supplier
- - Milwaukee Electric Tool Corporation Outstanding Supplier Award for 1998.
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We primarily market our products through our own sales and customer service
staff. We use independent sales representatives in Europe and, to a limited
degree, in the United States. Intermet's principal sales office is in Michigan.
We produce primarily to customer order and do not maintain any significant
inventory of finished goods not on order.
Intermet provides extensive production and technical training to our sales
staff. This technical background enables the sales staff to act as an effective
liaison between our customers and our production personnel. Through the product
engineering group, we offer assistance at the design stage of major casting
programs. We employ quality assurance representatives and engineers who work
with customers' manufacturing personnel to detect and avoid potential problems
and to develop new product opportunities for us. In addition to working with
customer purchasing personnel, our product engineers frequently work closely
with design engineers and other technical staff.
Intermet supplies cast products to over 20 automotive OEMs, directly or through
Tier 1 and Tier 2 suppliers. Our cast products are included on more than 200
vehicle models. Net sales to customers exceeding 10% of consolidated net sales
were as follows (as a percentage of consolidated net sales):
Percentage of Net Sales
1998 1997 1996
---- ---- ----
Customer:
DaimlerChrysler 20% 18% 23%
Ford 18% 18% 19%
General Motors 6% 8% 12%
Ford sales for 1998 include sales to Ford (10%) and Ford Visteon (8%) and GM
sales include sales to GM (2%) and Delphi (4%). The loss of any of these
customers or a substantial reduction in their purchases would have a material
adverse effect on us. Our six largest customers accounted for approximately 54%,
58% and 72% of consolidated net sales during 1998, 1997 and 1996, respectively.
Net sales by market were as follows (as a percentage of consolidated net sales):
Percentage of Net Sales
1998 1997 1996
---- ---- ----
North American passenger
cars and light trucks 70% 66% 78%
North American industrial 14% 17% 4%
European light and heavy duty vehicles 15% 13% 17%
Other 1% 4% 1%
Sales of iron castings were 576,000, 539,000 and 458,000 tons in 1998, 1997 and
1996, respectively. The increase in tons sold in 1998 over 1997 is principally
attributable to increased sales from existing foundries. The increase in tons
sold in 1997 over 1996 is due to the acquisition of Sudbury in December 1996.
Based on production, Intermet's foundries operated at average annual capacity of
94% in 1998 and 87% in 1997 and 1996.
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DESIGN, MANUFACTURING AND MACHINING
Intermet opened its new technical center in Lynchburg, Virginia at the end of
1997. The Intermet Technical Center provides advanced design and engineering
services to customers. In addition, we provide technical support to all of our
cast metals and machining plants worldwide. We provide the customer with design
support using their own computer aided design and computer aided engineering
languages and cast metal process simulation software. Our design and engineering
teams assist the customer, when requested, in the initial stages of product
creation and modification.
We believe we are one of the few independent foundry companies fully capable of
designing and engineering products based on customer specifications. Our
advanced capabilities include finite element analysis, design optimization,
prototyping, modeling enhancements and testing. We use three-dimensional solid
modeling software in conjunction with rapid prototype development, among other
advanced computer aided design techniques, to assist our customers in the
initial stages of product design and prototype creation. These techniques
greatly enhance our design and flexibility. In addition, we can substantially
reduce the time required to produce sample castings, depending on the complexity
of the products. Intermet's goal is to continually improve product quality and
performance. We also strive to reduce costs by offering new product solutions
that reduce weight, use alternative materials or incorporate more efficient
manufacturing processes. Intermet's product and manufacturing process
development work has included the development of new products and processes that
can broaden our overall product offerings and capabilities. We believe that our
advanced design and engineering capabilities serve as a significant competitive
advantage as our customers continue to outsource these critical activities to
their suppliers.
Intermet produces ductile and gray iron castings, as well as aluminum castings.
Ductile iron has greater strength and elasticity than gray iron. Ductile iron's
use as a higher strength substitute for gray iron and a lower-cost substitute
for steel has grown steadily. Aluminum brings a lower weight alternative.
Intermet's castings range in size from small products weighing less than one
pound to those weighing up to 100 pounds. For the years ended December 31, 1998,
1997 and 1996, sales of ductile iron castings represented 90%, 89% and 87%,
respectively, and sales of gray iron represented 7%, 7% and 10%, respectively,
of Intermet's total sales of castings (in dollars). The balance of casting sales
for 1998 and 1997 were aluminum and malleable castings and the balance of
casting sales in 1996 were aluminum castings. Total castings sales were 81% in
1998, 76% in 1997 and 94% in 1996, of the total sales of Intermet.
The cast iron production process involves melting steel scrap and pig iron in a
cupola or an electric furnace, adding various alloys and pouring the molten
metal into molds made primarily of sand. The molten metal cools and solidifies
in the molds. The molds are then broken and removed. The lost foam aluminum
casting process utilizes exact polystyrene foam replicas of the desired
castings, which are embedded in sand. The foam is evaporated and displaced 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 Intermet determines how best to meet those
specifications. Constant testing and monitoring of the casting process is
necessary to maintain the quality and performance consistency of the castings.
Electronic testing and monitoring equipment, including x-ray, radioisotopes,
ultrasonic, magnetic-particle and spectroscopy, is used extensively in grading
scrap metal, analyzing molten metal and testing castings. Intermet also uses its
testing equipment and procedures to provide particular tests requested by a
customer for its castings.
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Most castings require machining before they can be put to their ultimate use.
This machining may include drilling, boring, milling, threading or cutting
operations. Most customers provide their own machining for castings or have them
machined by third parties. Intermet operates a facility in Columbus, Georgia,
where it machines castings produced by us and by others. We own a precision
machining company in Elk Grove Village, Illinois. We also own a 35% interest in
General Products Delaware Corporation, a machining and assembly company
headquartered in Jackson, Michigan. Intermet also contracts with other companies
to machine castings it produces, before shipment to customers.
Intermet also manufactures cantilevered cranes and specialty service vehicle
truck bodies at a facility in Garner, Iowa.
RAW MATERIALS
Steel scrap is the primary raw material Intermet uses to manufacture ferrous
castings. We purchase steel scrap from numerous sources, generally regional
scrap brokers, using a combination of spot market purchases and contract
commitments. We have no material long-term contractual commitments with any
steel scrap supplier. The cost of steel scrap is subject to fluctuations and we
have contractual arrangements with many of our major customers. These
arrangements allow us to adjust our casting prices to reflect such fluctuations.
In periods of rapidly rising steel scrap prices, these adjustments will lag the
current market price for steel scrap. In producing aluminum castings, the
primary raw material we use is secondary aluminum ingot. The cost of aluminum
ingot is subject to fluctuations, but we do not anticipate any difficulty in
obtaining aluminum ingot in the foreseeable future.
Intermet has contractual arrangements with some of its suppliers, which expire
at various times through 2002, for the purchase of various materials, other than
steel scrap or secondary aluminum ingot, used in or during the manufacturing
process. These contracts and our overall level of purchases provide some
protection against price increases. In most cases, Intermet does not have
specific arrangements in place to adjust casting prices for fluctuations in the
prices of alloys and other materials.
CYCLICALITY AND SEASONALITY
Although most of our products are generally not affected by year-to-year
automotive style changes, model changes may have a significant impact on sales.
In addition, the inherent cyclicality of the automotive industry has affected
our sales and earnings during periods of slow economic growth or recession. Our
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
Most of Intermet's business involves supplying all or a stated portion of the
customer's annual requirements against blanket purchase orders. Customers
typically issue firm releases and shipping schedules on a monthly basis. The
lead-time and cost of commencing production of a particular casting tend to
inhibit transfers of production from one foundry to another. Our backlog at any
given time generally consists only of the orders that have been released for
shipment. Subsidiaries of Intermet that manufacture industrial products other
than castings, have a backlog at December 31, 1998 of $16.0 million in the
aggregate, all of which we expect to ship during 1999.
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COMPETITION
Intermet competes with many other foundries, both domestically and
internationally. Some of these foundries are owned by major users of iron
castings. For example, the three largest automobile manufacturers in North
America, which are among our largest customers, operate their own foundries and
have greater financial resources. However, they also purchase a significant
amount of castings from Intermet and others, and there is a trend toward
increased outsourcing by the domestic OEMs. Our castings 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.
Intermet competes primarily on the basis of product quality, engineering,
service and price. We emphasize our ability to produce complex products in
order to compete for value-added castings.
RESEARCH AND DEVELOPMENT
Intermet conducts process and product development programs, principally at a
separate research and development foundry in Lynchburg, Virginia. 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 extensive metallurgical, physical and chemical testing
capabilities. The work on new manufacturing processes focuses on ways to lower
costs and improve quality. Product development work includes projects to extend
the performance range for existing iron castings such as austempering, which
enhances the strength and toughness of iron. In addition, we are currently
working to develop new materials, improved product manufacturing processes and
improved characterization of material properties. We directly expensed $1.0
million, $1.1 million and $1.0 million in 1998, 1997 and 1996, respectively, for
research and development.
ENVIRONMENTAL MATTERS
Intermet's operations are subject to various federal, state and local laws and
regulations. These laws and regulations 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 hazardous and
non-hazardous substances.
Some of Intermet's operating units have been identified as potentially
responsible parties in legal proceedings or otherwise notified that they may be
liable for the cleanup of hazardous substances under federal "Superfund" and
other environmental protection legislation. In addition, we are attempting to
resolve known environmental matters with various third parties, including
matters that arise in connection with the sale of businesses and properties by
us or by our present and former subsidiaries.
Although we intend to minimize our exposure by asserting appropriate defenses in
connection with environmental proceedings, based on the advice and assistance of
environmental engineers and consultants, we have reserved $4.6 million at
December 31, 1998 to cover estimated known environmental liabilities. Although
we continue to assess our potential liability, the ultimate liability for
environmental matters cannot be predicted with certainty and could exceed
estimates.
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We also have recurring costs in the normal course of business that are necessary
to ensure that our facilities are in compliance with applicable environmental
laws and regulations, particularly in the management and disposition of waste
(principally non-hazardous) generated by our ongoing operations. In 1998, 1997
and 1996 these costs totaled approximately $14.4, $12.3 and $9.0 million,
respectively. In addition, a portion of our capital expenditures is regularly
incurred to limit or monitor pollution, principally for ventilation and dust
control equipment. These expenditures were approximately $5.2, $6.9 and $2.6
million in 1998, 1997 and 1996, respectively. We expect to spend $4.8 million in
capital expenditures related to environmental matters in 1999, although sales
volume levels and available engineering resources, among other factors, will
influence the actual amount of capital expenditures.
In addition to these recurring and anticipated expenditures, 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 we
operate. Until final regulations implementing those amendments are adopted by
the federal and state governments, it is not possible to estimate these costs.
Also, our foundry capacity and any capacity increases are dependent on the
ability to maintain or increase permitted levels for air emissions or water
discharges. In the event we desire to increase our foundry capacity levels in
the future, we cannot be assured that approvals of such increases can be
obtained under the applicable permits.
For additional information related to environmental matters, see Item 3 "Legal
Proceedings" below; and see "Management's Discussion and Analysis of Financial
Condition and Results of Operations", which is incorporated by reference from
Intermet's 1998 Annual Report to Shareholders, which is furnished to the
Commission as Exhibit 13 to this Report.
EMPLOYEES
At March 1, 1999 we employed approximately 6,890 persons, including 6,060 in
North America. Of the persons employed in North America, 4,870 were hourly
manufacturing personnel and the remaining were clerical, sales and management
personnel. We employed 830 persons in Europe, 720 of whom were hourly
manufacturing personnel.
FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
Revenues and identifiable assets for Intermet's foreign and domestic operations
for 1998, 1997 and 1996 were as follows (in thousands of dollars):
1998 1997 1996
---- ---- ----
Sales to unaffiliated customers in:
North America $714,400 $705,100 $441,900
Europe 121,500 104,700 92,600
Other International 5,700 3,900 -
Identifiable assets in:
North America 517,500 453,300 463,300
Europe 66,500 85,500 63,000
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. An executive officer
holds office until his or her successor is chosen and qualified, or until his or
her death, resignation or removal.
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The executive officers of Intermet as of March 1, 1999 and their ages and
principal positions with Intermet, as of that date, are as follows:
Name (Age) Principal Position(s)
- ---------- ---------------------
John Doddridge (58) Chairman of the Board and Chief Executive Officer
Doretha J. Christoph (49) Vice President - Finance, Chief Financial Officer,
Treasurer and Secretary
John C. Engeswick (64) Vice President - Technical Services
David L. Neilson (54) Vice President - Sales and Marketing
James F. Mason (57) Group Vice President
C. James Peterson (51) Group Vice President
Mr. Doddridge became Chairman of the Board and Chief Executive Officer of
Intermet in 1994. From November 1992 until November 1994, Mr. Doddridge was Vice
Chairman and Chief Executive Officer of Magna International, Inc., a supplier of
motor vehicle parts. 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.
Ms. Christoph became Vice President - Finance of Intermet in June 1995. In
addition, she was named Chief Financial Officer and Treasurer of Intermet in
April 1996 and Secretary in January 1997. From November 1991 until May 1995, she
served as Vice President and Director of Administration of LNP Engineering
Plastics, a worldwide supplier of engineered plastics and a subsidiary of
Kawasaki Steel Corporation. 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 of Intermet in February
1995. Prior to that time he served as Vice President - Quality Assurance for
Intermet Foundries, Inc. ("IFI"), a former subsidiary of Intermet, from 1988.
Mr. Neilson joined Intermet in January 1997 as Vice President - Sales and
Marketing. He served as Vice President of Sales for North and South America for
ITT Automotive, an automotive parts supplier, from June 1993 to January 1997.
From September 1992 to June 1993, he was Vice President of Sales and Marketing
at Takata, Inc, an automotive parts supplier. He served as President of Sales at
a subsidiary of Automotive Industries, an automotive parts supplier, from
December 1991 to June 1992.
Mr. Mason became Group Vice President of Intermet in September 1998. Prior to
that, he served as President of Wagner Castings Company, a subsidiary of
Intermet. He was with Wagner since 1984 and served in several positions before
becoming President in April 1988.
Mr. Peterson became Group Vice President of Intermet in September 1998. He
served as Vice President - Foundry Operations of Intermet from February 1995 to
September 1998. He served as Director of Manufacturing of IFI from 1993 to 1995.
From 1985 to 1993, he was with Columbus Foundries, Inc., a subsidiary of
Intermet, most recently as General Manager.
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ITEM 2. PROPERTIES
At December 31, 1998, Intermet owned, operated or had an ownership interest in
ten operational ductile and gray iron foundries, one lost foam aluminum foundry,
one aluminum and zinc die cast foundry, two aluminum die cast foundries, one
research foundry and one technical center. Lost foam aluminum castings can only
be produced by Intermet at Alexander City Casting and die castings can only be
produced by Intermet at Cast-Matic and Tool Products. In addition, Intermet
machines and assembles components at one facility, manufactures precision
machined components at one facility, and manufactures cantilevered cranes and
specialty service vehicle truck bodies at one facility.
The following provides information about Intermet's manufacturing locations and
the types of products produced at each location:
Name Location Type of Products
- ---- -------- ----------------
Alexander City Foundry Alexander City, Alabama Lost foam aluminum castings
Archer Creek Foundry Lynchburg, Virginia Ductile iron castings
Cast-Matic Corporation Stevensville, Michigan Aluminum and zinc die castings
Columbus Foundry Columbus, Georgia Ductile iron castings
Columbus Machining Midland, Georgia Machines and assembles components
Columbus Neunkirchen Foundry Neunkirchen, Germany Ductile iron castings
Frisby P.M.C. Elk Grove Village, Illinois Precision machined components
Havana Foundry Havana, Illinois Ductile iron castings
Iowa Mold Tooling Garner, Iowa Metal fabrication of truck mounted cranes and
specialty service vehicle truck bodies
Ironton Foundry Ironton, Ohio Ductile iron castings
New River Foundry Radford, Virginia Ductile iron castings
Northern Foundry Hibbing, Minnesota Ductile iron castings
Radford Foundry Radford, Virginia Ductile and gray iron castings
Tool Products, Inc. New Hope, Minnesota Precision engineered, close tolerance aluminum
Jackson, Tennessee die castings
Ueckermunde Foundry Ueckermunde, Germany Ductile and gray iron castings
Wagner Foundry Decatur, Illinois Ductile iron castings
Intermet continually reviews the operation of its foundries and may occasionally
close one or more on a permanent or temporary basis in response to its
production needs and general business and economic conditions.
Intermet owns a research foundry located in Lynchburg, Virginia. The technical
center, which is also located in Lynchburg, Virginia, provides advanced design
and engineering services to our customers. In addition, we provide technical
support to all of our cast metals and machining plants worldwide. We also have a
50% equity interest in PortCast, an iron castings company in Porto, Portugal and
a 35% interest in General Products Delaware Corporation, a machining and
assembly company with a facility in Michigan and a facility in Indiana. In
addition, we lease executive, sales and other administrative offices, located in
Michigan and Georgia.
Tool Products has capital leases of approximately $3,781,000 at December 31,
1998, which relate to assets with net book values of approximately $3,849,000.
In addition, Columbus Neunkirchen and VEGU have bank term notes of approximately
$1,242,000 in the aggregate. These notes are secured by property, plant and
equipment with net book values aggregating approximately $22,743,000 at December
31, 1998. For additional information on secured debt, see Note 7 to the
consolidated financial statements included in Intermet's 1998 Annual Report to
Shareholders, which is furnished to the Commission as Exhibit 13 to this Report,
and is incorporated by reference into this filing.
10
12
ITEM 3. LEGAL PROCEEDINGS
Intermet's facility in Decatur, Illinois received a Violation Notice dated June
11, 1998 issued by the Illinois Environmental Protection Agency ("Illinois EPA")
in connection with an instance of alleged improper disposal of a hazardous
material. The incident involved the disposal of calcium carbide material, which
was sent to a landfill by the Decatur facility on March 3, 1998. On October 29,
1998 the Illinois EPA issued a Notice of Intent to Pursue Legal Action with
respect to the matter, alleging violation of the Illinois Environmental
Protection Act and hazardous waste regulations. While we intend to defend our
conduct in this matter, the action taken by the Illinois EPA may result in the
imposition of fines or penalties. Although we cannot predict whether penalties
will be imposed, or the amount of any penalties, we believe that any such
penalties will not be material to our business or financial condition.
Intermet is also a party to a number of other legal proceedings in the ordinary
course of its business. We do not believe there are any pending or threatened
legal proceedings to which we are a party, or to which any of our property is
subject, that will have a material adverse effect on our consolidated financial
position, results of operations or liquidity taken as a whole.
See Note 9 to the consolidated financial statements included in Intermet's 1998
Annual Report to Shareholders, furnished to the Commission as Exhibit 13 to this
Report, which is incorporated by reference into this filing, and the discussion
under "Environmental Matters" in Item 1 above.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of Intermet 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
The information contained in Note 14 to the consolidated financial statements of
Intermet's 1998 Annual Report to Shareholders, furnished to the Commission as
Exhibit 13 to this Report, is incorporated by reference into this filing.
Intermet's common stock, $0.10 par value, is traded on the Nasdaq National
Market under the symbol "INMT" and had a closing price of $12.0625 on March 1,
1999. As of this same date, there were approximately 485 holders of record of
Intermet's common stock.
The Board of Directors of Intermet suspended payment of the regular quarterly
dividend in 1993 pending improvement in our operating performance. This
suspension was lifted in 1996 due to improvements in our performance. During the
third and fourth quarters of 1996, we declared and paid dividends of $2.0
million in the aggregate ($0.04 per share per quarter). During the four quarters
of 1998 and of 1997, Intermet declared and paid dividends of $4.1 million and
$4.0 million, respectively, in the aggregate for each year ($0.04 per share per
quarter). We are subject to restrictions on the payment of dividends under
certain loan agreements. As of December 31, 1998, $84,012,000 of our retained
earnings was restricted and unavailable for the payment of dividends under those
agreements.
Intermet did not sell unregistered securities within the past three years.
11
13
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data included in Intermet's 1998 Annual Report to
Shareholders, which is furnished to the Commission as Exhibit 13 to this Report,
in the section Financial Highlights under the headings "Statement of Operations
Data," "Share Data" and "Balance Sheet Data," are incorporated by reference into
this filing.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information included under the heading "Management's Discussion and Analysis
of Financial Condition and Results of Operations" is incorporated by reference
from Intermet's 1998 Annual Report to Shareholders which is furnished to the
Commission as Exhibit 13 to this Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Intermet is subject to market risk with regard to interest rate, foreign
exchange and commodity pricing. We have analyzed the effect of these risks on
the balance sheet, results of operations and cash flows and we consider the
impact to be immaterial.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of Intermet and the report of the
independent auditors included in Intermet's 1998 Annual Report to Shareholders,
which are furnished to the Commission as Exhibit 13 to this Report, are
incorporated by reference into this filing.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained under the headings "INFORMATION ABOUT NOMINEES FOR
DIRECTOR" and "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" in
Intermet's definitive Proxy Statement for its Annual Meeting of Shareholders to
be held April 15, 1999 is incorporated by reference into this filing. Pursuant
to Instruction 3 to Paragraph (b) of Item 401 of Regulation S-K, information
relating to the executive officers of Intermet is included in Item 1 of this
Report.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the headings "EXECUTIVE COMPENSATION",
"COMPENSATION OF DIRECTORS", "EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL
ARRANGEMENTS", "COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION" and
"SHAREHOLDER RETURN PERFORMANCE GRAPH" in Intermet's definitive Proxy Statement
for its Annual Meeting of Shareholders to be held April 15, 1999 is incorporated
by reference into this filing.
12
14
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained under the heading "VOTING SECURITIES AND PRINCIPAL
HOLDERS" in Intermet's definitive Proxy Statement for its Annual Meeting of
Shareholders to be held April 15, 1999 is incorporated by reference into this
filing.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the heading "CERTAIN TRANSACTIONS" in the
definitive Proxy Statement for its Annual Meeting of Shareholders to be held
April 15, 1999 is incorporated by reference into this filing.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following consolidated financial statements of Intermet and its
subsidiaries contained in Intermet's 1998 Annual Report to Shareholders
are incorporated by reference in Item 8 of this Report:
- Consolidated Statements of Operations for the Years Ended December 31,
1998, 1997 and 1996
- Consolidated Statements of Comprehensive Income for the Years Ended
December 31, 1998, 1997 and 1996
- Consolidated Balance Sheets at December 31, 1998 and 1997
- Consolidated Statements of Cash Flows for the Years Ended December 31,
1998, 1997 and 1996
- Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1998, 1997 and 1996
- Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The following consolidated financial statement schedules for Intermet are
included in Item 14(d) of this filing:
- Schedule II - Valuation and Qualifying Accounts
13
15
3. Exhibits
The following exhibits are filed with this Report pursuant to Item 601 of
Regulation S-K:
Exhibit
Number Description of Exhibit
2.1 Agreement and Plan of Merger among Intermet, I M Acquisition
Corp., and Sudbury, Inc. dated November 18, 1996 (included as
Exhibit 4 to Intermet's Form 8-K dated November 18, 1996,
File No. 0-13787, previously filed with the Commission and
incorporated by reference into this filing).
2.2 Asset Purchase Agreement Between Intermet Corporation and
Quadion Corporation for the purchase of the assets of Tool
Products, Inc. dated December 2, 1998 (included as Exhibit
2.1 to Intermet's Form 8-K, having an event date of
December 31, 1998, File No. 0-13787, previously filed with
the Commission and incorporated by reference into this
filing).
2.3 Agreement on the Sale and Transfer of Shares in IWESA
Gesellschaft fur Qualifizierten Maschinenbau between
Intermet Corporation, Mr. Axel Ganz and Mr. Armin Becker
dated October 30, 1996 (included as Exhibit 2.3 to
Intermet's Form 10-K for the year ended December 31, 1996,
File No. 0-13787, previously filed with the Commission and
incorporated by reference into this filing).
2.4 Documentation regarding the sale and transfer of shares in
IWESA Gesellschaft fur Qualifizierten Maschinenbau between
Intermet Corporation, Mr. Axel Ganz and Mr. Armin Becker,
dated June 5, 1997 (included as Exhibit 2.1 to Intermet's
Form 10-Q for the quarter ended June 30, 1997, File No.
0-13787, previously filed with the Commission and
incorporated by reference into this filing).
2.5 Documentation regarding the sale and transfer of shares in
IWESA Gesellschaft fur Qualifizierten Maschinenbau between
Intermet Corporation and Mr. Armin Becker, dated June 18,
1997 (included as Exhibit 2.2 to Intermet's Form 10-Q for
the quarter ended June 30, 1997, File No. 0-13787,
previously filed with the Commission and incorporated by
reference into this filing).
3.1 Amended and Restated Articles of Incorporation of Intermet
(included as Exhibit 4.1 to Intermet's Form S-3 Registration
Statement, filed June 3, 1992, File No. 33-48304, previously
filed with the Commission and incorporated by reference into
this filing).
3.2 By-laws of Intermet, as amended through January 28, 1999.
3.3 Amendment to the by-laws of Intermet, adopted by resolution
of the board of directors of Intermet on January 30, 1998.
3.4 Amendment to the by-laws of Intermet, adopted by resolution
of the board of directors of Intermet on December 3, 1998.
3.5 Amendment to the by-laws of Intermet, adopted by resolution
of the board of directors of Intermet on January 28, 1999.
14
16
4.1 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.*
4.2 Guaranty Agreement, dated December 1, 1973, by and between
The Mead Corporation and the Industrial Development Authority
of the City of Lynchburg, Virginia.*
4.3 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.*
4.4 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.*
4.5 Guaranty Agreement, dated June 1, 1976, of The Mead
Corporation in favor of Industrial Development Authority of
the City of Lynchburg, Virginia.*
4.6 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.*
4.7 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.*
4.8 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.*
4.9 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.*
4.10 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.*
4.11 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.*
4.12 Third Amended and Restated Credit Agreement, dated
November 14, 1996, by and among Intermet, SunTrust Bank,
Atlanta (formerly known as Trust Company Bank) as lender
and agent and the various lenders named therein (included
as Exhibit 4.14 to Intermet's Form 10-K for the year ended
December 31, 1996, File No. 0-13787, previously filed with
the Commission and incorporated by reference into this
filing).
15
17
4.13 Letter agreement referencing Third Amended and Restated
Credit Agreement, dated January 28, 1999, by and among
Intermet, SunTrust Bank, Atlanta (formerly known as Trust
Company Bank) as lender and agent and the various lenders
named therein.
4.14 Master Assignment and Acceptance Agreement dated December
9, 1996, by and among Intermet and various lenders named
therein (included as Exhibit 4.15 to Intermet's Form 10-K
for the year ended December 31, 1996, File No. 0-13787,
previously filed with the Commission and incorporated by
reference into this filing).
4.15 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 (included as
Exhibit 4.20 to Intermet's Form 10-K for the year ended
December 31, 1995, File No. 0-13787, previously filed with
the Commission and incorporated by reference into this
filing).
4.16 First Amendment to Amended and Restated Note Agreement,
dated as of January 31, 1997, by and between Intermet 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 (included as
Exhibit 4.17 to Intermet's Form 10-K for the year ended
December 31, 1996, File No. 0-13787, previously filed with
the Commission and incorporated by reference into this
filing).
4.17 Shareholder Protection Rights Agreement, dated as of October
6, 1995 between Intermet and Trust Company Bank, as Rights
Agent (included as Exhibit 4 to Intermet's Form 8-K, having
an event date of October 6, 1995, File No. 0-13787,
previously filed with the Commission and incorporated by
reference into this filing).
4.18 Amendment No. 1, dated October 16, 1997, to the Shareholder
Protection Rights Agreement, dated October 6, 1995, between
Intermet and Trust Company Bank, as Rights Agent (included as
Exhibit 4 to Intermet's Form 8-A12G/A, File No. 0-13787,
previously filed with the Commission and incorporated by
reference into this filing).
10.1(a) Intermet Corporation Key Individual Stock Option Plan,
adopted April 25, 1984 (included as Exhibit 10.1 to
Intermet's registration statement on Form S-14, File No.
2-90815, previously filed with the Commission and
incorporated by reference into this filing).**
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 Intermet'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 by
reference into this filing).**
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 Intermet'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 by
reference into this filing).**
10.2 Intermet Corporation Executive Stock Option and Incentive
Award Plan (included as Exhibit 4 to Intermet's Form S-8,
File No. 33-59011, previously filed with the Commission
and incorporated by reference into this filing)**
16
18
10.3(a) Form of employment agreement by and between Intermet and
the executive officers of Intermet, other than John
Doddridge and David L. Neilson, effective November 1, 1996
(included as Exhibit 10.21 to Intermet's Form 10-K for the
year ended December 31, 1995, File No. 0-13787, previously
filed with the Commission and incorporated by reference
into this filing).**
10.3(b) Employment Agreement, dated October 26, 1995, by and
between Intermet and John Doddridge (included as Exhibit
10.22 to Intermet's Form 10-K for the year ended December
31, 1995, File No. 0-13787, previously filed with the
Commission and incorporated by reference into this
filing).**
10.3(c) Employment Agreement, dated December 27, 1996, by and
between Intermet and David L. Neilson (included as Exhibit
10.24 to Intermet's Form 10-K for the year ended December
31, 1996, File No. 0-13787, previously filed with the
Commission and incorporated by reference into this
filing).**
10.4 Operating Committee 1999 Profit Sharing Plan.**
10.5(a) Intermet Corporation Salaried Employees Severance Plan
effective as of October 1, 1993 (included as Exhibit
10.16(a) to Intermet's Form 10-K for the year ended
December 31, 1993, File No. 0-13787, previously filed with
the Commission and incorporated by reference into this
filing).**
10.5(b) Amendment No. 1 to the Intermet Corporation Salaried
Employees Severance Plan, dated December 20, 1993
(included as Exhibit 10.16(b) to Intermet's Form 10-K for
the year ended December 31, 1993, File No. 0-13787,
previously filed with the Commission and incorporated by
reference into this filing).**
10.6 Intermet Salary Continuation Plan (included as Exhibit 10.18
to Intermet's Form 10-K for the year ended December 31, 1992,
File No. 0-13787, previously filed with the Commission and
incorporated by reference into this filing).**
10.7(a) Form of Intermet Corporation Director's Stock Option
Agreement (included as Exhibit 10.4 to Intermet'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 by reference into this
filing).**
10.7(b) Intermet Corporation Director's Stock Option Plan
(included as Exhibit 10.6 to Intermet'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 by reference into this filing).**
10.7(c) Intermet Corporation 1997 Director's Stock Option Plan
(included as Exhibit A to Intermet's definitive Proxy
Statement dated March 4, 1997 for its Annual Meeting of
Shareholders held April 10, 1997, File No. 0-13787,
previously filed with the Commission and incorporated by
reference into this filing).**
10.8 1997 Directors' Deferred Compensation Plan (included as
Exhibit 10.25 to Intermet's Form 10-K for the year ended
December 31, 1996, File No. 0-13787, previously filed with
the Commission and incorporated by reference into this
filing).**
17
19
13 Intermet's 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 Intermet.
23 Consent of Independent Auditors.
24 Power of Attorney.
27 Financial Data Schedule.
* This instrument defines the rights of holders of long-term
debt of Intermet not being registered and the total amount of
securities authorized under the instrument does not exceed
ten percent of the total assets of Intermet and its
subsidiaries on a consolidated basis. This instrument is not
being filed, but Intermet 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.
(b) Intermet did not file any reports on Form 8-K during the fourth quarter of
1998. Intermet filed a Form 8-K on January 14, 1999, File No. 0-13787,
having an event date of December 31, 1998.
(c) Intermet has filed as exhibits to this report those exhibits required by
Item 601 of Regulation S-K.
(d) Intermet has filed as financial statement schedules to this report those
financial statement schedules required by Regulation S-X, which are
excluded from Intermet's 1998 Annual Report to Shareholders by Rule
14a-3(b).
- Schedule II - Valuation and Qualifying Accounts
The schedules not filed are omitted because the information required to be
contained therein is disclosed elsewhere in the Financial Statements or the
amounts involved are not sufficient to require submission.
18
20
Intermet Corporation
(Consolidated)
Schedule II
Valuation and Qualifying Accounts
Additions
---------------------------------
Balance at Charged to Balance at
Beginning of Costs and Charged to End of
Description Period Expenses Other Accounts Deductions Period
- ----------- ------ -------- -------------- ---------- ------
(in thousands of dollars)
Year ended December 31, 1998:
Allowance for returns and doubtful accounts (a) $4,118 $970(b) $ - $45(c) $5,133
Inventory reserve (g) 5,594 245 - - 5,839
Deferred tax asset valuation allowance 11,722 - - 4,518(f) 16,240
Year ended December 31, 1997:
Allowance for returns and doubtful accounts (a) 3,895 300(b) - (77)(c) 4,118
Inventory reserve (g) 3,529 2,065 - - 5,594
Deferred tax asset valuation allowance 14,819 - - (1,246)(d) 11,722
(1,851)(e)
Year ended December 31, 1996:
Allowance for returns and doubtful accounts (a) 4,407 (465)(b) - (47)(c) 3,895
Inventory reserve (g) 3,784 (255) - - 3,529
Deferred tax asset valuation allowance 26,332 - - (11,513)(d) 14,819
(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) Decrease in valuation allowance due to increased viability of anticipated
future income.
(e) Decrease in valuation allowance due to reclassification of certain items.
(f) Increase in valuation allowance for acquired net operating losses.
(g) Reflected as reduction of inventory on the consolidated balance sheet.
19
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Intermet has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
INTERMET CORPORATION
By: /s/ John Doddridge
------------------
John Doddridge
Chairman of the Board of Directors and Chief
Executive Officer
Date: March 30, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below, as of March 30, 1999, by the following persons on behalf
of Intermet in the capacities indicated.
Signature Capacity
- --------- --------
/s/ John Doddridge Chairman of the Board of Directors and Chief Executive Officer
- ------------------------------------------------- (Principal Executive Officer)
John Doddridge
* Director
- -------------------------------------------------
John P. Crecine
* Director
- -------------------------------------------------
Norman F. Ehlers
* Director
- -------------------------------------------------
Wilfred E. Gross, Jr.
* Director
- -------------------------------------------------
A. Wayne Hardy
* Director
- -------------------------------------------------
John R. Horne
* Director
- -------------------------------------------------
Thomas H. Jeffs II
* Director
- -------------------------------------------------
Harold C. McKenzie, Jr.
21
22
* Director
- -------------------------------------------------
Byron O. Pond, Jr.
* Director
- -------------------------------------------------
John H. Reed
/s/ Doretha J. Christoph Vice President - Finance, Chief Financial Officer, Treasurer and
- ------------------------------------------------- Secretary (Principal Financial Officer)
Doretha J. Christoph
/s/ Ronald C. Ryninger Jr. Controller (effective March 11, 1999)
- -------------------------------------------------
Ronald C. Ryninger Jr.
*By: /s/ Doretha J. Christoph
- -------------------------------------------------
Doretha J. Christoph
Attorney-in-Fact
March 30, 1999
22
23
Exhibit Index
Exhibit
Number Description of Exhibit
2.1 Agreement and Plan of Merger among Intermet, I M Acquisition
Corp., and Sudbury, Inc. dated November 18, 1996 (included as
Exhibit 4 to Intermet's Form 8-K dated November 18, 1996, File
No. 0-13787, previously filed with the Commission and
incorporated by reference into this filing).
2.2 Asset Purchase Agreement Between Intermet Corporation and Quadion
Corporation for the purchase of the assets of Tool Products, Inc.
dated December 2, 1998 (included as Exhibit 2.1 to Intermet's
Form 8-K, having an event date of December 31, 1998, File No.
0-13787, previously filed with the Commission and incorporated by
reference into this filing).
2.3 Agreement on the Sale and Transfer of Shares in IWESA
Gesellschaft fur Qualifizierten Maschinenbau between Intermet
Corporation, Mr. Axel Ganz and Mr. Armin Becker dated October 30,
1996 (included as Exhibit 2.3 to Intermet's Form 10-K for the
year ended December 31, 1996, File No. 0-13787, previously filed
with the Commission and incorporated by reference into this
filing).
2.4 Documentation regarding the sale and transfer of shares in IWESA
Gesellschaft fur Qualifizierten Maschinenbau between Intermet
Corporation, Mr. Axel Ganz and Mr. Armin Becker, dated June 5,
1997 (included as Exhibit 2.1 to Intermet's Form 10-Q for the
quarter ended June 30, 1997, File No. 0-13787, previously filed
with the Commission and incorporated by reference into this
filing).
2.5 Documentation regarding the sale and transfer of shares in IWESA
Gesellschaft fur Qualifizierten Maschinenbau between Intermet
Corporation and Mr. Armin Becker, dated June 18, 1997 (included
as Exhibit 2.2 to Intermet's Form 10-Q for the quarter ended June
30, 1997, File No. 0-13787, previously filed with the Commission
and incorporated by reference into this filing).
3.1 Amended and Restated Articles of Incorporation of Intermet
(included as Exhibit 4.1 to Intermet's Form S-3 Registration
Statement, filed June 3, 1992, File No. 33-48304, previously
filed with the Commission and incorporated by reference into this
filing).
3.2 By-laws of Intermet, as amended through January 28, 1999.
3.3 Amendment to the by-laws of Intermet, adopted by resolution of
the board of directors of Intermet on January 30, 1998.
3.4 Amendment to the by-laws of Intermet, adopted by resolution of
the board of directors of Intermet on December 3, 1998.
3.5 Amendment to the by-laws of Intermet, adopted by resolution of
the board of directors of Intermet on January 28, 1999.
4.1 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.*
24
4.2 Guaranty Agreement, dated December 1, 1973, by and between The
Mead Corporation and the Industrial Development Authority of the
City of Lynchburg, Virginia.*
4.3 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.*
4.4 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.*
4.5 Guaranty Agreement, dated June 1, 1976, of The Mead Corporation
in favor of Industrial Development Authority of the City of
Lynchburg, Virginia.*
4.6 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.*
4.7 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.*
4.8 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.*
4.9 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.*
4.10 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.*
4.11 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.*
4.12 Third Amended and Restated Credit Agreement, dated November 14,
1996, by and among Intermet, SunTrust Bank, Atlanta (formerly
known as Trust Company Bank) as lender and agent and the various
lenders named therein (included as Exhibit 4.14 to Intermet's
Form 10-K for the year ended December 31, 1996, File No. 0-13787,
previously filed with the Commission and incorporated by
reference into this filing).
4.13 Letter agreement referencing Third Amended and Restated Credit
Agreement, dated January 28, 1999, by and among Intermet,
SunTrust Bank, Atlanta (formerly known as Trust Company Bank) as
lender and agent and the various lenders named therein.
4.14 Master Assignment and Acceptance Agreement dated December 9,
1996, by and among Intermet and various lenders named therein
(included as Exhibit 4.15 to Intermet's Form 10-K for the year
ended December 31, 1996, File No. 0-13787, previously filed with
the Commission and incorporated by reference into this filing).
25
4.15 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 (included as Exhibit 4.20 to Intermet's Form 10-K for the
year ended December 31, 1995, File No. 0-13787, previously filed
with the Commission and incorporated by reference into this
filing).
4.16 First Amendment to Amended and Restated Note Agreement, dated as
of January 31, 1997, by and between Intermet 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 (included as Exhibit 4.17 to Intermet's Form 10-K
for the year ended December 31, 1996, File No. 0-13787,
previously filed with the Commission and incorporated by
reference into this filing).
4.17 Shareholder Protection Rights Agreement, dated as of October 6,
1995 between Intermet and Trust Company Bank, as Rights Agent
(included as Exhibit 4 to Intermet's Form 8-K, having an event
date of October 6, 1995, File No. 0-13787, previously filed with
the Commission and incorporated by reference into this filing).
4.18 Amendment No. 1, dated October 16, 1997, to the Shareholder
Protection Rights Agreement, dated October 6, 1995, between
Intermet and Trust Company Bank, as Rights Agent (included as
Exhibit 4 to Intermet's Form 8-A12G/A, File No. 0-13787,
previously filed with the Commission and incorporated by
reference into this filing).
10.1(a) Intermet Corporation Key Individual Stock Option Plan, adopted
April 25, 1984 (included as Exhibit 10.1 to Intermet's
registration statement on Form S-14, File No. 2-90815, previously
filed with the Commission and incorporated by reference into this
filing).**
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 Intermet'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 by reference into this filing).**
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
Intermet'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 by reference into this filing).**
10.2 Intermet Corporation Executive Stock Option and Incentive Award
Plan (included as Exhibit 4 to Intermet's Form S-8, File No.
33-59011, previously filed with the Commission and incorporated
by reference into this filing)**
10.3(a) Form of employment agreement by and between Intermet and the
executive officers of Intermet, other than John Doddridge and
David L. Neilson, effective November 1, 1996 (included as Exhibit
10.21 to Intermet's Form 10-K for the year ended December 31,
1995, File No. 0-13787, previously filed with the Commission and
incorporated by reference into this filing).**
10.3(b) Employment Agreement, dated October 26, 1995, by and between
Intermet and John Doddridge (included as Exhibit 10.22 to
Intermet's Form 10-K for the year ended December 31, 1995, File
No. 0-13787, previously filed with the Commission and
incorporated by reference into this filing).**
26
10.3(c) Employment Agreement, dated December 27, 1996, by and between
Intermet and David L. Neilson (included as Exhibit 10.24 to
Intermet's Form 10-K for the year ended December 31, 1996, File
No. 0-13787, previously filed with the Commission and
incorporated by reference into this filing).**
10.4 Operating Committee 1999 Profit Sharing Plan.**
10.5(a) Intermet Corporation Salaried Employees Severance Plan effective
as of October 1, 1993 (included as Exhibit 10.16(a) to Intermet's
Form 10-K for the year ended December 31, 1993, File No. 0-13787,
previously filed with the Commission and incorporated by
reference into this filing).**
10.5(b) Amendment No. 1 to the Intermet Corporation Salaried Employees
Severance Plan, dated December 20, 1993 (included as Exhibit
10.16(b) to Intermet's Form 10-K for the year ended December 31,
1993, File No. 0-13787, previously filed with the Commission and
incorporated by reference into this filing).**
10.6 Intermet Salary Continuation Plan (included as Exhibit 10.18 to
Intermet's Form 10-K for the year ended December 31, 1992, File
No. 0-13787, previously filed with the Commission and
incorporated by reference into this filing).**
10.7(a) Form of Intermet Corporation Director's Stock Option Agreement
(included as Exhibit 10.4 to Intermet'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 by
reference into this filing).**
10.7(b) Intermet Corporation Director's Stock Option Plan (included as
Exhibit 10.6 to Intermet'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 by reference into this
filing).**
10.7(c) Intermet Corporation 1997 Director's Stock Option Plan (included
as Exhibit A to Intermet's definitive Proxy Statement dated March
4, 1997 for its Annual Meeting of Shareholders held April 10,
1997, File No. 0-13787, previously filed with the Commission and
incorporated by reference into this filing).**
10.8 1997 Directors' Deferred Compensation Plan (included as Exhibit
10.25 to Intermet's Form 10-K for the year ended December 31,
1996, File No. 0-13787, previously filed with the Commission and
incorporated by reference into this filing).**
13 Intermet's 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 Intermet.
23 Consent of Independent Auditors.
24 Power of Attorney.
27 Financial Data Schedule.