Back to GetFilings.com
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, 1994.
Commission File No. 0-13787
/ / Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Intermet Corporation
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Georgia
--------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
58-1563873
--------------------------------------------------------------
(I.R.S. Employer Identification No.)
Suite 1600, 2859 Paces Ferry Road, Atlanta, Georgia 30339
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(404) 431-6000
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 nonaffiliates of the
Registrant as of March 16, 1995 was $133,155,939 based on the closing
sale price of the Common Stock as quoted on The Nasdaq Stock Market, $7.00. See
Item 12.
At March 16, 1995 there were 24,662,225 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, 1994 are incorporated by reference into Parts I and II.
Portions of the Registrant's definitive Proxy Statement for the 1995 Annual
Meeting of Shareholders, filed with the Commission, are incorporated by
reference into Part III.
PART I
ITEM 1. BUSINESS
General
- -------
The Registrant is a leading independent manufacturer of precision ductile and
gray iron 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 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 October 27, 1994, George W. Mathews, Jr. retired as Chairman, Chief
Executive Officer and President of the Registrant. Curtis W. Tarr retired as
Vice Chairman of the Registrant and President of Intermet International, Inc. as
of December 31, 1994. Both Mr. Mathews and Mr. Tarr remain directors of the
Registrant. Mr. Mathews was succeeded by John Doddridge as Chairman and Chief
Executive. See Item 11, "EXECUTIVE COMPENSATION" for a description of the terms
of the retirement arrangements and employment agreement entered into by the
Registrant.
A number of one-time adjustments were recorded in the fourth quarter of 1994
which resulted in the Registrant's posting a net loss for the year. These
adjustments included Board-approved retirement pay for Mr. Mathews and Mr. Tarr,
accrual of severance benefits related to the planned termination of salaried
employees, the write down of certain idle and underutilized equipment, the write
off of remaining goodwill related to a subsidiary, PBM Industries, Inc., and the
write off of the Registrant's investment in a joint venture with Comalco
Aluminum, Ltd. ("Comalco"), from which the Registrant plans to withdraw. These
adjustments reduced the Registrant's operating profit by $16.3 million in 1994.
-3-
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 1992, 1993 and 1994, direct sales to Ford accounted for 20%, 23% and
23%, respectively, direct sales to Chrysler accounted for 22%, 23% and 23%,
respectively, and direct sales to General Motors Corporation accounted for 10%,
12% and 14%, 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 73%, 78% and 79%
of the Registrant's consolidated net sales during 1992, 1993 and 1994,
respectively.
-4-
The following table sets forth information regarding sales by the Registrant
to customers in these markets during 1992, 1993 and 1994.
1992 1993 1994
-------------- -------------- --------------
Sales % Sales % Sales %
----- --- ----- --- ----- ---
(Dollars in thousands)
North American passenger cars and light trucks....... $272,200 68 $327,900 74 $380,100 76
North American industrial............................ 41,900 10 45,000 10 46,100 9
European passenger cars and light
trucks.............................................. 87,900 22 71,300 16 75,100 15
-------- -------- --------
Total Sales.......................................... $402,000 $444,200 $501,300
======== ======== ========
In 1994 reported sales included 419,000 tons of casting shipments, compared
to 381,000 tons in 1993. The Registrant's foundries operated at 84% of average
annual capacity during 1994, compared to 82% during 1993. The Registrant's
foundries in production during 1994 operated at an average annual capacity of
99% during 1994, while the Registrant's foundries in production during 1993
operated at an average annual capacity of 84% during 1993.
Manufacturing, Machining and Design
- -----------------------------------
The Registrant produces both ductile and gray iron 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, which is produced
by removing sulphur from the molten iron and adding magnesium and other alloys,
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. For the years ended December 31, 1992, 1993 and 1994, sales of
ductile iron castings represented 85%, 87% and 89%, respectively, of the
Registrant's total sales of castings, the balance being gray iron. The
Registrant's castings range in size from small pieces weighing less than one
pound to castings weighing up to 100 pounds.
The 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.
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
-5-
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 facilities in Columbus, Georgia and Chesterfield,
Michigan, where it machines castings produced by it or by others. The
Registrant also contracts with other companies to machine castings it produces
before shipment to customers.
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 $1.4 million,
$1.6 million and $1.5 million in 1992, 1993 and 1994, respectively.
Competition
- -----------
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
-6-
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
- -------------
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.
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
- -------
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. Since the Registrant produces upon specific customer request, it had
no backlog of orders at December 31, 1994.
-7-
Employees
- ---------
At February 5, 1995 the Registrant employed 4,415 persons, including 3,900 in
the United States. Of the persons employed in the United States, 3,120 were
hourly manufacturing personnel, and the remainder were clerical, sales and
management personnel. The Registrant employed 515 persons in Germany, 432 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 domestic bargaining agreements covering
approximately 520 hourly workers expire in 1995. One agreement, covering 85
employees, was replaced in February 1995, and the Registrant expects to replace
the second agreement during 1995.
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 expects to significantly reduce 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 EPA and corresponding
state agencies, govern the management of solid and hazardous waste, the
discharge of pollutants into the air and into surface and underground waters,
and the manufacture 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.
In 1992 the Registrant's Board of Directors established an Environmental
Compliance Committee to oversee the Registrant's environmental program. The
Registrant has completed internal environmental reviews of all of its facilities
and intends to remedy all 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 the administrative complaint filed by the EPA and the 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, the
remediation of soil and groundwater contamination at the Lower Basin foundry,
and certain other soil remediation and clean-up projects. In addition, the
Registrant is currently assessing the extent of soil and groundwater
-8-
contamination at its Chesterfield, Michigan facility, a site which has been
designated a facility in need of remediation under Michigan Act 307. The
sellers of the Chesterfield, Michigan facility have agreed to indemnify the
Registrant for the costs related to the environmental problems at such site, 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 and a remediation plan is approved
by the State of Michigan.
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 recent 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 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.
Although the Registrant's practices have, in certain instances, resulted 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
- ------------------
Information as to revenues, operating profits and identifiable assets for its
foreign operations for 1994, 1993 and 1992 is contained in Note 11 of the
consolidated financial statements included in the Registrant's 1994 Annual
Report to Shareholders included as Exhibit 13 to this Report and is incorporated
herein by reference.
-9-
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 15, 1995 and their
ages and principal positions with the Registrant as of that date are as follows:
Name (Age) Principal Position(s)
---------- ---------------------
John Doddridge (54) Chairman of the Board and Chief
Executive Officer
C. Douglas Brown (48) Vice President - Sales and Marketing
John C. Engeswick (61) Vice President - Technical Services
John D. Ernst (51) Vice President - Finance, Chief Financial
Officer and Treasurer
Daryl R. Marsh (56) Vice President - Machining Services
C. James Peterson (47) Vice President - Foundry Operations
James W. Rydel (50) Vice President - Administration and
Secretary
Peter C. Bouxsein (41) Controller
Mr. Doddridge became Chairman of the Board and Chief Executive Officer in
October 1994. 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.
Mr. Engeswick became Vice President - Technical Services in February 1995.
Prior to that time he served as Vice President -Quality Assurance for IFI.
Mr. Ernst became Treasurer in 1984 and served as Secretary of the Registrant
from 1986 to February 1995. He was named Vice President - Finance and Chief
Financial Officer in 1991.
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.
-10-
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.
Mr. Bouxsein became Controller of the Registrant in 1991. From 1987 until
1991 he was Corporate Director - Financial Reporting of the Registrant.
ITEM 2. PROPERTIES
The Registrant currently owns or operates or has an ownership interest in 9
ductile and gray iron foundries, one aluminum test foundry and one research
foundry. Most castings can be produced at more than one of the Registrant's
foundries.
The following provides information about the location and capacity of the
iron foundries, all of which are wholly-owned by the Registrant:
-11-
Approximate
Name Location Annual Capacity (Tons)
- ---- -------- ----------------------
Archer Creek Campbell County, Virginia 85,000
Ironton Iron Ironton, Ohio 80,000
Columbus Foundries Columbus, Georgia 72,000
Radford Shell Radford, Virginia 55,000
Columbus Neunkirchen Neunkirchen, Germany 60,000
New River Radford, Virginia 70,000
Lower Basin Lynchburg, Virginia 67,000
Northern Castings Hibbing, Minnesota 14,000
Pennsylvania Castings Landisville, Pennsylvania 10,000
-------
Total 513,000
=======
The capacity figures above are based on operating two shifts per day for a five
day work week. Many facilities can operate a full or partial third shift, and
all facilities can operate on a six or seven day work week as needed.
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 aluminum test foundry is located in Lewisport, Kentucky and is jointly
owned by the Registrant and Comalco. In 1994, the Registrant notified Comalco
that it intends to withdraw from this joint venture. The research foundry is
located in Virginia and is wholly-owned by the Registrant.
The Registrant owns or leases several machining and design facilities. The
Registrant owns a 100,000 square foot machining facility in Columbus, Georgia.
The Registrant also has a machining operation housed in a leased facility
containing approximately 200,000 square feet in Chesterfield, Michigan.
InterMotive Technologies, Inc., a subsidiary providing engineering and design
services, operates from a 38,000 square foot leased facility in Van Buren
Township, Michigan.
In addition, the Registrant owns or leases certain executive, sales, and
other management offices, located in Georgia, Michigan 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, 1994 of $4,316,000. See Note 6 to the
consolidated financial statements of the Registrant included in the Registrant's
1994 Annual Report to Shareholders included as Exhibit 13 to this Report for
additional information on secured debt.
-12-
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 alleges certain violations by Lynchburg of the Resource
Conservation and Recovery Act ("RCRA"), the most significant of which relates to
the treatment of certain hazardous waste at two of Lynchburg's foundry sites.
The EPA initially proposed a civil penalty of $1,514,000, which Lynchburg
appealed. In November 1994 Lynchburg signed a consent order agreeing to pay a
penalty of $330,000. The Registrant expects to pay the penalty in 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 has advised the Registrant that the Registrant could
avoid litigation with respect to such violations by entering into a consent
order. The Registrant has responded to the Attorney General's office and
expects to enter into a consent order providing for monetary penalties.
Management does not expect this matter to have a material adverse effect on the
Registrant's financial position or results of operations.
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, 1994, 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 March 7, 1995, there were
approximately 880 holders of record of the Registrant's Common Stock.
The Board of Directors of the Registrant suspended payment of the regular
quarterly dividend in October 1993 pending improvement
-13-
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, 1994, all 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 1994 Annual Report to
Shareholders, portions of which are furnished to the Commission as Exhibit 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 1994 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 1994
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, 1994, 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 27, 1995, 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.
-14-
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 27, 1995,
filed with the Commission, is hereby incorporated herein by reference.
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 27, 1995, 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 headings "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 27, 1995,
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 1994 Annual Report
to Shareholders are incorporated by reference in Item 8 of this Report:
Consolidated Balance Sheets at December 31, 1994 and 1993
Consolidated Statements of Operations for the Years Ended December 31, 1994,
1993 and 1992
Consolidated Statements of Shareholders' Equity for the Years Ended December
31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows for the Years Ended December 31, 1994,
1993 and 1992
Notes to Consolidated Financial Statements
-15-
Report of Independent Auditors
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.
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.
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.*
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
-16-
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 January 20, 1982, by and between Columbus
Neunkirchen Foundry GmbH and Saarlandische
Investitionskreditbank, relating to a loan in the principal
amount of DM 1,450,000.*
4.13 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.*
4.14 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.*
4.15 Loan Contract, dated April 8, 1993, by and between Columbus
Neunkirchen Foundry GmbH and IKB International, relating to a
loan in the principal amount of DM 3,000,000.*
4.16 Credit Agreement, dated August 31, 1992, by and among the
Registrant, Trust Company Bank, NBD Bank, N.A., Wachovia Bank of
North Carolina, The First National Bank of Boston, First Union
National Bank of Georgia, NationsBank of North Carolina, N.A.,
The First National Bank of Louisville, Trust Company Bank, as
agent, and Landesbank Saar Girozentrale, relating to a
$75,000,000 and DM 8,000,000 Revolving Credit and Related
Promissory Notes (included as Exhibit 4.16 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 First Amendment to Credit Agreement dated August 31, 1992, by and
among the Registrant, Trust Company Bank, Landesbank Saar
Girozentrale, NBD Bank, N.A., Wachovia Bank of Georgia, N.A., The
First National Bank of Boston, First Union National Bank of
Georgia, NationsBank of Georgia, N.A., The First National Bank of
Louisville and Trust Company Bank, as agent, dated
-17-
December 11, 1992, relating to a $75,000,000 and DM 8,000,000
Revolving Credit (included as Exhibit 4.17 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).
4.18 Waiver and Second Amendment to Credit Agreement dated August 31,
1992, by and among the Registrant, Trust Company Bank, Landesbank
Saar Girozentrale, NBD Bank, N.A., Wachovia Bank of Georgia,
N.A., The First National Bank of Boston, First Union National
Bank of Georgia, NationsBank of Georgia, N.A., The First National
Bank of Louisville and Trust Company Bank, as agent, dated March
19, 1993, relating to a $75,000,000 and DM 8,000,000 Revolving
Credit (included as Exhibit 4.18 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).
4.19 Waiver and Third Amendment to Credit Agreement dated August 31,
1992, by and among the Registrant, Trust Company Bank, Landesbank
Saar Girozentrale, NBD Bank, N.A., Wachovia Bank of Georgia,
N.A., The First National Bank of Boston, First Union National
Bank of Georgia, Nationsbank of Georgia, N.A., National City
Bank, Kentucky, formerly known as The First National Bank of
Louisville and Trust Company Bank, as agent, dated November 15,
1993, relating to a $75,000,000 and DM 8,000,000 Revolving Credit
(included as Exhibit 4.19 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).
4.20 Fourth Amendment to Credit Agreement dated August 31, 1992 by and
among the Registrant, Trust Company Bank, Landesbank Saar
Girozentrale, NBD Bank, N.A., Wachovia Bank of Georgia, N.A., The
First National Bank of Boston, First Union National Bank of
Georgia, Nationsbank of Georgia, N.A., National City Bank,
Kentucky, formerly known as The First National Bank of Louisville
and Trust Company Bank, as agent, dated August 10, 1994, relating
to a $75,000,000 and DM 8,000,000 Revolving Credit (included as
Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended
October 2, 1994, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).
4.21 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,
-18-
previously filed with the Commission and incorporated herein by
reference).
4.22 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).
4.23 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).
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)
(included as Exhibit 10.1 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).**
10.1(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 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).**
10.3 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).**
-19-
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).
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,
-20-
1992, File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
10.11 Guaranty Agreement, dated March 30, 1992, from Intermet 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(a) Intermet Corporation 1993 Management Bonus Plan (included as
Exhibit 10.15 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).**
10.12(b) Intermet Corporation 1994 Management Bonus Plan**
10.13(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).**
10.13(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).**
10.14 1993 Special Voluntary Severance Plan for Salaried Employees of
Intermet Foundries, Inc. and its subsidiaries (included as
Exhibit 10.17 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).**
10.15 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).**
10.16 Employment Agreement, dated as of December 1, 1994, by and
between the Registrant and John Doddridge.**
10.17 Letter, dated as of December 19, 1994, related to George Mathews'
retirement. **
10.18 Employment Agreement, dated July 15, 1993, by and between the
Registrant and Daryl R. Marsh.
11 Computation of Earnings per Common Share.
-21-
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 (included as Exhibit 21 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) .
23 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.
___________________
* 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.
(b) No current reports on Form 8-K were filed during the fourth quarter of
the Registrant's 1994 fiscal year.
(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.
-22-
INDEX TO FINANCIAL STATEMENT SCHEDULES
Item Page
- ---- ----
Opinion and Consent of Independent Auditors.......................... F-1
Schedule II - Valuation and Qualifying Accounts...................... F-2
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 February 8, 1995, included in the
1994 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 and 33-58352) 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,
respectively, of our report dated February 8, 1995, 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 the Annual Report (Form 10-K) of Intermet
Corporation.
/s/ Ernst & Young LLP
Atlanta, Georgia
March 21, 1995
F-1
Intermet Corporation
(Consolidated)
Schedule II
Valuation and Qualifying Accounts
BALANCE AT BALANCE
BEGINNING CHARGED TO AT END OF
DESCRIPTION OF PERIOD EXPENSE OTHER PERIOD
(IN THOUSANDS OF DOLLARS)
YEAR ENDED DECEMBER 31, 1994
Returns and allowance
reserve(a) $ 1,688 $ 615 $ 49 (c) $ 2,352
Supplies inventory reserve 3,694 435 232 (c) 4,361
Deferred tax asset valuation
allowance 30,520 3,683 (7,871)(e) 26,332
YEAR ENDED DECEMBER 31, 1993
Returns and allowance
reserve (a) $ 1,454 $ 256 (b) $ (22)(c) $ 1,688
Supplies inventory reserve 3,280 546 (132)(c) 3,694
Deferred tax asset valuation
allowance 20,846 6,609 3,065 (e) 30,520
YEAR ENDED DECEMBER 31, 1992
Returns and allowance
reserve (a) $ 827 $ 633 (b) $ (6)(c) $ 1,454
Supplies inventory reserve 2,917 458 (95)(c) 3,280
Deferred tax asset valuation
allowance - - 20,846 (d) 20,846
(a) Reflected as reduction of trade accounts receivable on consolidated balance
sheet.
(b) Net effect of amounts charged to expense less actual returns.
(c) Effect of foreign currency translation.
(d) Includes $17,915 established when SFAS 109 was adopted effective January 1,
1992 and 1992 change of $2,931, primarily related to acquired operating
loss carryforwards.
(e) 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 17, 1995
POWER OF ATTORNEY AND SIGNATURES
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Doddridge and James W. Rydel, 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 17, 1995 by the following persons on
behalf of the Registrant in the capacities indicated.
Signature Capacity
- --------- --------
/s/ John Doddridge Chairman of the Board of
- ---------------------------- Directors and Chief
John Doddridge Executive Officer
(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
Director
- ----------------------------
Wilfred E. Gross, Jr.
Director
- ----------------------------
A. Wayne Hardy
Director
- ----------------------------
George W. Mathews, Jr.
/s/ Harold C. McKenzie, Jr. Director
- ----------------------------
Harold C. McKenzie, Jr.
/s/ J. Mason Reynolds Director
- ----------------------------
J. Mason Reynolds
/s/ Curtis W. Tarr Director
- ----------------------------
Curtis W. Tarr
/s/ John D. Ernst Vice President - Finance,
- ----------------------------- Chief Financial Officer
John D. Ernst and Treasurer
(Principal Financial
Officer)
/s/ Peter C. Bouxsein Controller (Principal
- ----------------------------- Accounting Officer)
Peter C. Bouxsein
EXHIBIT INDEX
-------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
3.2 and 4.2 By-Laws of the Registrant, as amended
10.12(b) Intermet Corporation 1994 Management Bonus Plan
10.16 Employment Agreement, dated as of December 1, 1994 by and
between the Registrant and John Doddridge.
10.17 Letter, dated as of December 19, 1994, related to George
Mathews' retirement.
10.18 Employment Agreement, dated July 15, 1993, by and between the
Registrant and Daryl R. Marsh.
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.
23 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.