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1
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, 1999 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, 2000 was $302,793,331 based on $11.938 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, 2000 there were 25,363,824 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, 1999 are incorporated by reference into Parts I and II.
Portions of the registrant's definitive proxy statement for the 2000 annual
meeting of shareholders to be held April 13, 2000 are incorporated by reference
into Part III.
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Part I
ITEM 1. BUSINESS
General
Intermet is one of the largest independent producers of ductile iron castings in
the world. And, with the recent acquisitions of Tool Products, Inc., Ganton
Technologies, Inc. and Diversified Diemakers, Inc., we have become a leading
supplier of cast light-metals automotive components. We specialize in the design
and manufacture of highly engineered, cast metal automotive components for the
global light truck, passenger car and heavy-duty vehicle markets. These products
are 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.
Intermet's focus is to supply cast products to a broad array of automotive and
industrial customers. These products require advanced technology and
engineering. Original equipment manufacturers ("OEMs") and 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.
Our ferrous-metals products include ductile iron and gray iron castings and
their related machining operations. These castings include crankshafts,
camshafts, steering knuckles, wheel spindles, differential cases, brake calipers
and suspension control arms. Our light-metals products include lost foam
aluminum castings and aluminum, magnesium and zinc die-castings and their
related machining operations. These castings include engine covers, fluid
containing covers, brackets, instrument panel frames, connector housings, airbag
controller enclosures and windshield wiper motor enclosures. We provide cast
products used by more than 20 automotive OEMs and their leading suppliers
throughout the world, including DaimlerChrysler, Ford, General Motors, BMW,
Honda, Toyota, Delphi, Dana, TRW, PBR, SMW and ZF.
During 1999, our ferrous-metals segment had a total average casting capacity
available of 651,000 tons, on a straight-time basis. As a result of capital
improvements throughout the year, total ferrous-metals casting capacity at
December 31, 1999 was 696,000 tons, on a straight-time basis. Our light-metals
segment had a total average casting capacity available of 19,000 tons, on a
straight-time basis, during 1999. As a result of year-end acquisitions, total
light-metals casting capacity at December 31, 1999 was 74,000 tons, on a
straight-time basis. Based on production, Intermet's casting facilities operated
at an average annual capacity of 101% in 1999, 94% in 1998 and 87% in 1997.
Excluding Ironton, which is an under-utilized foundry that we will close during
2000 (see Recent Developments), our casting facilities operated at an average
annual capacity of 106% in 1999.
We believe that the market for ferrous-metals and light-metals castings is
highly fragmented, with approximately 3,000 suppliers in the United States
alone. We believe that our leadership in core markets positions us 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.
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Our castings are used primarily in light trucks and passenger cars, as well as
in heavy trucks. Our 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. Examples of products manufactured for the
automotive, light truck and heavy truck industries include brake and suspension
parts, steering components, differential cases, camshafts, crankshafts, fluid
containing covers and electronic enclosures.
We also manufacture cantilevered cranes, specialty service vehicle truck bodies
and precision-machined components for the automotive and industrial markets.
Recent Developments
On March 5, 2000 an explosion and fire occurred at our New River foundry located
in Radford, Virginia. Ten employees suffered injuries in the blast, three of
which were fatal. The explosion and fire caused extensive damage. All operations
at the foundry have been shut down. The U.S. Bureau of Alcohol, Tobacco and
Firearms ("ATF"), the Virginia Occupational Safety and Health Administration
("VaOSHA"), and local fire and law enforcement officials are investigating the
incident. Intermet is also conducting its own investigation. Although no precise
cause has yet been determined, the ATF has stated publicly that it believes the
cause to be accidental. None of these investigations has been completed and,
until they are completed, the precise cause of the explosion cannot be
predicted. Although local fire officials estimated damage to be approximately
$30-50 million shortly after the blast, we are not able to make any precise
damage estimate at this time, and will be unable to do so until all of the
investigations have been completed. When the investigations are complete, it
is possible that fines, penalties, damages or other sanctions could be sought
against Intermet. Intermet is assisting in the investigations and will take
appropriate legal steps to defend itself and take other appropriate action if
any fines, penalties, damages or other sanctions are sought. Intermet carries
insurance for property, business interruption, general liability, employers
liability and workers' compensation. We have notified our insurance carriers
under all of our applicable insurance policies and we will make claims under
the policies as appropriate. We do not know how much, if any, we will record
during the first quarter of 2000 for charges relating to deductibles under our
property and business interruption insurance policies. Based on the information
currently available to us, we believe that we have adequate insurance coverage
for the losses that have been identified to date. However, we cannot assure
that all of our ultimate losses, costs and expenses resulting from the accident
will be covered by insurance, and any amounts not covered by insurance could
be material to our business or financial condition.
On December 20, 1999 we acquired all of the issued and outstanding stock of
Diversified Diemakers, Inc. and Ganton Technologies, Inc. for a purchase price
of $160.0 million and $110.0 million, respectively. The balance sheets of
Diemakers and Ganton are subject to review, which may result in adjustments to
the purchase prices in fiscal year 2000. We accounted for these transactions
using purchase accounting and, accordingly, the purchase price has been
allocated to the assets purchased and the liabilities assumed based upon the
estimated fair values at the date of acquisitions. The excess of the purchase
price, including acquisition costs of $5.5 million, over the estimated fair
values of net assets acquired was $125.6 million, which has been recorded as
goodwill and is being amortized on a straight-line basis over 40 years. The
results of operations of Ganton and Diemakers from the date of acquisitions to
December 31, 1999 are included in our consolidated results of operations. Ganton
and Diemakers are part of our light-metals group.
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Ganton is engaged in the manufacture and sale of aluminum die-castings for the
automotive industry. Ganton's products include fluid-containing components such
as oil pans, transmission housings and engine covers, as well as brackets and
structural components. Ganton operates three manufacturing facilities, two
located in Sturtevant, Wisconsin and one located in Pulaksi, Tennessee.
Diemakers is engaged in the manufacture and sale of aluminum, magnesium and zinc
die-cast products for the automotive, commercial and electronics industries.
Diemakers' products include engine covers, brake pedal brackets, instrument
panel frames and multi-slide housings. Diemakers has three production facilities
located in Monroe City, Palmyra and Hannibal, all in Missouri.
In order to finance the acquisitions, we borrowed $200 million in the form of an
eighteen-month term loan with a bank group under an agreement dated December 20,
1999. Interest on outstanding borrowings for the first six months is LIBOR plus
2%. After the first six-month period, interest rates are based on grid pricing.
The term loan requires us to maintain financial ratios and imposes limitations
on specified activities. The remaining $70 million of purchase price was
obtained pursuant to an existing five-year credit agreement dated November 5,
1999, detailed in the following paragraph.
On November 5, 1999, we signed a five-year $300 million unsecured revolving
credit agreement with a bank group. This agreement replaced the $200 million
unsecured revolving credit facility, which was to expire January 1, 2000. Also
on November 5, 1999, we executed a $100 million 364-day unsecured revolving
credit agreement. Standby letters of credit reduce the borrowing limits of these
two agreements. The revolving credit agreement provides us with several interest
rate-pricing mechanisms. We must also pay a fee, at rates of 0.20% per annum and
0.175% per annum, on any unused portion of the $300 million and $100 million
loan commitments, respectively. These revolving credit agreements require us to
maintain financial ratios and impose limitations on specified activities.
On December 7, 1999, we announced plans to permanently close our Ironton Iron,
Inc. foundry. Ironton is included in the ferrous-metals segment. Ironton has had
enduring labor and operational difficulties and, as a result, has incurred
significant operating losses since Intermet purchased it in 1988. Because of
Ironton's continuing difficulties, customers representing a significant portion
of its sales volumes had informed Intermet and Ironton in late 1999 that they
had decided to place their business with alternate sources. The foundry is one
of our oldest facilities and the cost to modernize would further impact already
negative operating results. Ironton had revenues of $57 million, $55 million and
$51 million and net losses of approximately $35 million, $10 million and $7
million for the years ended December 31, 1999, 1998 and 1997, respectively. The
net loss of $35 million for 1999 includes charges of approximately $19 million
for asset impairment and shutdown. We anticipate that the foundry will cease
operations by the end of the first quarter of 2000.
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.
During 1999, we purchased 509,000 shares of our common stock for an aggregate
purchase price of $6.8 million.
Financial Information about Segments
The information contained in note 2 to the consolidated financial statements of
Intermet's 1999 annual report to shareholders, furnished to the SEC as Exhibit
13 to this report, is incorporated by reference into this filing.
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Products, Markets and Sales
We focus on value-added cast products, which we supply to the automotive and
industrial markets. In 1999, 1998 and 1997 approximately 86.4%, 85.7% and 83.0%
of our sales, respectively, were attributable to the automotive market. Within
the automotive 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 1999, 1998 and 1997 approximately 13.6%, 14.3% and 17.0%
of our sales, respectively, were attributable to the industrial and appliance
markets.
Reportable segment sales by market for 1999 are as follows:
Market
-----------------------------------------------------
Automotive Industrial Total
---------- ---------- -----
Reportable segment:
Ferrous-metals segment 78.7% 2.2% 80.9%
Light-metals segment 6.6% 4.0% 10.6%
Other 1.1% 7.4% 8.5%
---------------- -------------- --------------
Total 86.4% 13.6% 100.0%
Reportable segment sales by market for 1998 are as follows:
Market
-----------------------------------------------------
Automotive Industrial Total
---------- ---------- -----
Reportable segment:
Ferrous-metals segment 81.2% 2.6% 83.8%
Light-metals segment 1.4% 2.1% 3.5%
Other 3.1% 9.6% 12.7%
---------------- -------------- --------------
Total 85.7% 14.3% 100.0%
Reportable segment sales by market for 1997 are as follows:
Market
-----------------------------------------------------
Automotive Industrial Total
---------- ---------- -----
Reportable segment:
Ferrous-metals segment 76.0% 2.5% 78.5%
Light-metals segment 1.3% 2.6% 3.9%
Other 5.7% 11.9% 17.6%
---------------- -------------- --------------
Total 83.0% 17.0% 100.0%
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Intermet has a long-standing quality assurance program. With the exception of
VEGU, all of our foundry facilities that supply the automotive industry have
QS-9000 and ISO-9001 or ISO-9002 certification. VEGU has ISO-9002 certification.
In addition, many of our facilities have received quality awards from their
customers during 1999, including:
- - - Toyota Quality Performance for Excellence
- - - TRW Aeronautical Systems Certified Supplier
- - - NADCA - 1999 International Diecasting Competition Award
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.
This sales staff acts as a 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 our customers' manufacturing
personnel to detect and avoid potential problems and to develop new product
opportunities for us. In addition to working with our customers' 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,
and other major customers, were as follows (as a percentage of consolidated net
sales):
1999 1998 1997
--------- --------- ----------
Customer:
DaimlerChrysler 17% 20% 18%
Ford 16% 18% 18%
Delphi 7% 4% 0%
Dana Corporation 6% 7% 5%
TRW 5% 6% 6%
General Motors 2% 2% 8%
For 1999, Ford sales include sales to Ford Motor Company (8%) and Visteon
Automotive Systems (8%). For 1998, Ford sales include sales to Ford Motor
Company (10%) and Visteon Automotive Systems (8%). These sales are generated by
the ferrous-metals and the light-metals segments. 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 50%,
54% and 58% of consolidated net sales during 1999, 1998 and 1997, respectively.
Net sales by market were as follows (as a percentage of consolidated net sales):
Percentage of Net Sales
--------------------------------
1999 1998 1997
---- ---- ----
North American passenger
cars and light trucks 72% 70% 66%
North American industrial 14% 14% 17%
European light and heavy duty vehicles
12% 15% 13%
Other 2% 1% 4%
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Sales of ferrous-metals castings were 651,000, 576,000 and 536,000 tons in 1999,
1998 and 1997, respectively. The increase in tons sold in 1999 over 1998 and
1998 over 1997 is principally attributable to increased sales from existing
foundries. For the years ended December 31, 1999, 1998 and 1997, sales of
ductile iron castings represented 82%, 90% and 89%, respectively, and sales of
gray iron represented 5%, 7% and 7%, respectively, of our total sales of
castings (in dollars).
Sales of light-metals castings were 15,000, 5,680 and 6,234 tons in 1999, 1998
and 1997, respectively. The increase in tons sold in 1999 over 1998 is
principally attributable to the acquisition of Tool Products in December 1998.
Our aluminum castings were 12%, 3% and 4%, respectively, of our total sales of
castings (in dollars).
The balance of the castings sales in 1999 was compacted graphite, malleable,
magnesium and zinc. The balance of the castings sales in 1998 and 1997 was
compacted graphite, malleable and zinc. Total castings sales as a percentage of
Intermet's total sales were 87% in 1999 and 1998 and 81% in 1997.
Design, Manufacturing and Machining
We have a technical center in Lynchburg, Virginia that 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 furnish 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.
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 includes 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.
Our ferrous-metals segment produces ductile iron and gray iron castings. Ductile
iron has greater strength and ductility 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. The ferrous-metals cast 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 apart
and the castings are removed.
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Our light-metals segment produces lost foam aluminum castings and aluminum,
magnesium and zinc die-castings. Aluminum brings a lower weight alternative. Our
castings range in size from small products weighing less than one pound to those
weighing up to 100 pounds. 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.
Die-casting is a metal component casting process in which molten aluminum,
magnesium or zinc is introduced into metal dies and solidified.
Customers usually specify the properties their castings are to embody, such as
hardness and strength, and we determine 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. We also use testing equipment and
procedures to provide particular tests for our castings as requested by
customers.
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. We operate three facilities that machine castings
produced by us and by others. We also own a precision machining company in Elk
Grove Village, Illinois. In addition, most of our light-metals casting plants
have machining integral in the casting operation. Until March 7, 2000 we had a
35% interest in General Products Delaware Corporation, a machining and assembly
company with a facility in Michigan and a facility in Indiana. We sold our
interest in General Products for $10.0 million. We also contract with other
companies to machine castings that we produce, before the castings are shipped
to customers.
Intermet 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-metals 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 light-metals castings, the primary raw material we use is secondary
aluminum ingot. The cost of aluminum ingot 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 secondary aluminum prices, these adjustments will
lag the current market price for secondary aluminum.
We have contractual arrangements with some of our 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, we do not have specific
arrangements in place to adjust casting prices for fluctuations in the prices of
alloys and other materials.
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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, had a backlog at December 31, 1999 of $19.0 million in the
aggregate, all of which we expect to ship during 2000.
Competition
Intermet competes with many other foundries, both domestically and
internationally. Some of these foundries are owned by major users of ferrous
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 three largest automobile manufacturers in North
America. 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 for both its
ferrous-metals and light-metals segment products, 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, improve product manufacturing processes and
improve characterization of material properties. We directly expensed $1.0
million, $1.0 million and $1.1 million in 1999, 1998 and 1997, respectively, for
research and development.
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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 storage and disposal of hazardous and non-hazardous
substances generating by ongoing operations.
Polychlorinated biphenyl ("PCB") contamination has been identified at a property
owned by Ganton, which was purchased by Intermet on December 20, 1999. The
property is located at 217 Fay Avenue in Addison, Illinois. In addition, it has
been determined that a small portion of the surface area of an adjoining
property, which is not owned by or affiliated with Intermet, is also
contaminated with PCBs. Ganton is solely responsible for remediating all PCB
contamination at the site and the adjoining property in accordance with
applicable regulatory standards and threshold levels determined by U.S.
Environmental Protection Agency and/or the Illinois Environmental Protection
Agency. Pursuant to a Settlement Agreement dated as of March 21, 1997 among
Ganton, the former owner of the property and certain environmental remediation
contractors, a settlement trust in the total amount of $5.4 million was
established to fund cleanup of the property. The former owner and the
contractors funded the settlement trust with a cash payment of $3.1 million. The
remaining $2.3 million of the settlement trust is covered by a letter of credit
from the prior owner. Ganton will be permitted to draw on the letter of credit
when the cash in the settlement trust is exhausted. Given the above provisions
of the settlement, we had $3.3 million of restricted cash, which represents the
unused portion of cash received in 1997, and an environmental remediation
reserve for the same amount at December 31, 1999. The current engineering
estimate is that the cost of the remediation will not exceed $5.4 million.
Some of Intermet's other 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 $10.2 million at
December 31, 1999 to cover estimated known environmental liabilities. This
reserve includes $3.7 million related to the shutdown of Ironton Iron. Although
we continue to assess our potential liability, the ultimate liability for
environmental matters cannot be predicted with certainty and could exceed
estimates.
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 1999, 1998
and 1997 these costs totaled approximately $15.1 million, $14.4 million and
$12.3 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 $5.7 million,
$5.2 million and $6.9 million in 1999, 1998 and 1997, respectively. We expect to
spend $4.5 million in capital expenditures related to environmental matters in
2000, although sales volume levels and available engineering resources, among
other factors, will influence the actual amount of capital expenditures.
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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 1999 annual report to shareholders, which is furnished to the SEC as
Exhibit 13 to this report.
Employees
At March 1, 2000 we employed approximately 8,440 persons, including
approximately 7,530 in North America. Of the persons employed in North America,
approximately 6,020 were hourly manufacturing personnel and the remainder were
clerical, sales and management personnel. We employed approximately 880 persons
in Europe, approximately 750 of whom were hourly manufacturing personnel. We had
approximately 30 employees in Mexico, all but four 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 1999, 1998 and 1997 were as follows (in thousands of dollars):
1999 1998 1997
---- ---- ----
Sales to unaffiliated customers in:
North America $836,300 $714,400 $705,100
Europe 115,800 121,500 104,700
Other International 4,700 5,700 3,900
Identifiable assets in:
North America $888,700 $517,500 $453,900
Europe 68,600 66,500 85,500
Executive Officers of the Registrant
Executive officers are elected by the board of directors annually at its
meeting, which immediately follows 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, 2000, along with their ages
and principal positions with Intermet, are as follows:
Name (Age) Principal Position(s)
---------- ---------------------
John Doddridge (59) Chairman of the Board and Chief Executive Officer
James F. Mason (58) Group Vice President
Alan J. Miller (51) Vice President and General Counsel
David L. Neilson (55) Vice President - Sales and Marketing
Donald C. Pyatt (54) Group Vice President
Gary F. Ruff (48) Vice President - Technical Services
Laurence Vine-Chatterton (50) 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.
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, which was purchased in December 1996. He was with Wagner since 1984
and served in several positions before becoming president in April 1988.
Mr. Miller joined Intermet in July 1998 as corporate general counsel and was
named vice president and general counsel in August 1999. He served as vice
president, general counsel and secretary at Libbey-Owens-Ford Co., an automotive
parts supplier, from February 1987 to July 1998.
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. Pyatt became group vice president of Intermet in December 1999. Prior to
that, he served as president of Tool Products, Inc., a subsidiary of Intermet,
which was purchased in December 1998. He was with Tool Products since 1990,
serving as president.
Mr. Ruff became vice president - technical services of Intermet in June 1999.
Prior to that, he served in a variety of positions at CMI International and its
successor company, Hayes Lemmerz International, Inc., both automotive parts
suppliers. He served as president of North American Aluminum Wheels - Hayes
Lemmerz International and as corporate vice president of Hayes Lemmerz
International, Inc. from February 1999 to May 1999. He was the chief technical
officer, executive vice president and director of CMI International, Inc. from
February 1994 until Hayes-Lemmerz purchased CMI in January 1999.
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Mr. Vine-Chatterton joined Intermet in January 1999 as a Vice President and
President of Intermet Europe. Before coming to Intermet, he was a divisional
finance director of T&N plc, UK, an automotive parts supplier, from June 1996.
Mr. Vine-Chatterton was a divisional finance director of Caradon plc, UK, an
international supplier to building and home improvement industries, from January
1994 until 1996.
Ms Doretha Christoph, who served as Intermet's Vice President - Finance, Chief
Financial Officer, Treasurer and Secretary, resigned effective February 18,
2000.
ITEM 2. PROPERTIES
At December 31, 1999, Intermet owned, operated or had an ownership interest in
the following:
- - - eight operational ductile iron foundries
- - - two ductile and gray iron foundries
- - - one lost foam aluminum foundry
- - - two aluminum and zinc die-cast foundries
- - - two aluminum die-cast foundries
- - - two magnesium die-cast foundries
- - - two precision-engineered, close tolerance aluminum die-cast foundries
- - - three machining and assembly facilities
- - - one precision machining facility
- - - one cantilevered cranes and specialty service vehicle truck bodies
manufacturing facility
- - - one research foundry
- - - one technical center
Lost foam aluminum castings can only be produced by Intermet at Alexander City
Foundry.
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The following provides information about Intermet's manufacturing locations and
the types of products produced at each location:
Name Location Type of Products
---- -------- ----------------
Ferrous-Metals Segment:
Intermet Archer Creek Foundry Lynchburg, Virginia Ductile iron castings
Intermet Columbus Foundry Columbus, Georgia Ductile iron castings
Intermet Columbus Machining Midland, Georgia Machined and assembled components
Intermet Decatur Foundry Decatur, Illinois Ductile iron castings
Intermet Havana Foundry Havana, Illinois Ductile iron castings
Intermet Hibbing Foundry Hibbing, Minnesota Ductile iron castings
Intermet Ironton Foundry Ironton, Ohio Ductile iron castings
Intermet Neunkirchen Foundry Neunkirchen, Germany Ductile iron castings
Intermet New River Foundry Radford, Virginia Ductile iron castings
Intermet Radford Foundry Radford, Virginia Ductile and gray iron castings
Intermet Ueckermunde Ueckermunde, Germany Ductile and gray iron castings
Foundry
Light-Metals Segment:
Intermet Alexander City Foundry Alexander City, Alabama Lost foam aluminum castings
Intermet Hannibal Plant Hannibal, Missouri Magnesium die-castings
Intermet Jackson Plant Jackson, Tennessee Precision engineered, close tolerance aluminum
die-castings
Intermet Minneapolis Minneapolis, Minnesota Precision engineered, close tolerance aluminum
die-castings
Intermet Monroe City Plant Monroe City, Missouri Aluminum and zinc die-castings
Intermet Palmyra Plant Palmyra, Missouri Magnesium die-castings
Intermet Pulaski Plant Pulaksi, Tennessee Aluminum die-castings
Intermet Racine Machining Racine, Wisconsin Machined and assembled components
Intermet Racine Plant Racine, Wisconsin Aluminum die-castings
Intermet Reynosa Machining Reynosa, Mexico Machined and assembled components
Intermet Stevensville Plant Stevensville, Michigan Aluminum and zinc die-castings
Other:
Frisby P.M.C. Elk Grove Village, Precision machined components
Illinois
IMT (Iowa Mold Tooling) Garner, Iowa Metal fabrication of truck mounted cranes and specialty
service vehicle truck bodies
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. On December 7,
1999, Intermet announced plans to permanently close its Ironton Iron, Inc.
foundry. Ironton has had enduring labor and operational difficulties and, as a
result, has incurred significant operating losses since Intermet purchased it in
1988. Because of Ironton's continuing difficulties, customers representing a
significant portion of its sales volumes had informed Intermet and Ironton in
late 1999 that they had decided to place their business with alternate sources.
The foundry is one of our oldest facilities and the cost to modernize would
further impact already negative operating results. We anticipate that the
foundry will cease operations by the end of the first quarter of 2000.
See the discussion regarding the New River Foundry explosion, which is included
in Part I, Item 1. BUSINESS - Recent Developments.
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Intermet owns a research foundry and a technical center, both located in
Lynchburg, Virginia. The technical center 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-Fundicao Nodular, S.A., an iron castings company in
Porto, Portugal. Until March 7, 2000 we had a 35% interest in General Products
Delaware Corporation, a machining and assembly company with a facility in
Michigan and a facility in Indiana. We sold our interest in General Products for
$10.0 million. In addition, we lease executive, sales and other administrative
offices, located in Troy, Michigan; Columbus, Georgia and Saarbrucken, Germany.
We acquired sales offices in Southfield, Novi and Dearborn, Michigan and
Lexington, Kentucky as part of our purchase of Ganton. We plan to close those
facilities during 2000 and move the employees to our Troy, Michigan sales and
administrative office.
Tool Products has capital leases of approximately $3.3 million at December 31,
1999, which relate to assets with net book values of approximately $3.4 million.
In addition, Columbus Neunkirchen Foundry and Vorpommersche Eisenwerke GmbH
Ueckermunde have bank term notes of approximately $0.9 million in the aggregate.
These notes are secured by property, plant and equipment, located at Columbus
Neunkirchen Foundry, with net book values aggregating approximately $18.4
million at December 31, 1999. For additional information on secured debt, see
note 6 to the consolidated financial statements included in Intermet's 1999
annual report to shareholders, which is furnished to the SEC as Exhibit 13 to
this report, and is incorporated by reference into this filing.
ITEM 3. LEGAL PROCEEDINGS
On March 5, 2000 an explosion and fire occurred at our New River foundry located
in Radford, Virginia. Ten employees suffered injuries in the blast, three of
which were fatal. The explosion and fire caused extensive damage. All operations
at the foundry have been shut down. The U.S. Bureau of Alcohol, Tobacco and
Firearms ("ATF"), the Virginia Occupational Safety and Health Administration
("VaOSHA"), and local fire and law enforcement officials are investigating the
incident. Intermet is also conducting its own investigation. Although no precise
cause has yet been determined, the ATF has stated publicly that it believes the
cause to be accidental. None of these investigations has been completed and,
until they are completed, the precise cause of the explosion cannot be
predicted. Although local fire officials estimated damage to be approximately
$30-50 million shortly after the blast, we are not able to make any precise
damage estimate at this time, and will be unable to do so until all of the
investigations have been completed. When the investigations are complete, it is
possible that fines, penalties, damages or other sanctions could be sought
against Intermet. Intermet is assisting in the investigations and will take
appropriate legal steps to defend itself and take other appropriate action if
any fines, penalties, damages or other sanctions are sought. Intermet carries
insurance for property, business interruption, general liability, employers
liability and workers' compensation. We have notified our insurance carriers
under all of our applicable insurance policies and we will make claims under the
policies as appropriate. We do not know how much, if any, we will record during
the first quarter of 2000 for charges relating to deductibles under our property
and business interruption insurance policies. Based on the information currently
available to us, we believe that we have adequate insurance coverage for the
losses that have been identified to date. However, we cannot assure that all of
our ultimate losses, costs and expenses resulting from the accident will be
covered by insurance, and any amounts not covered by insurance could be material
to our business or financial condition.
Our foundry in Decatur, Illinois received a Notice of Violation dated June 11,
1998 issued by the Illinois Environmental Protection Agency ("IEPA") in
connection with an alleged improper disposal of a hazardous material. We have
met with representatives of IEPA in an attempt to informally resolve the matter
and IEPA has proposed a fine of $115,000. We continue to negotiate with IEPA.
Although we cannot predict the amount of any fines or penalties that may be
ultimately imposed or agreed upon, we do not expect that the amount will be
greater than the proposed $115,000.
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In a separate matter, on or about March 22, 1999 we voluntarily notified IEPA
that some of the equipment located at our Havana, Illinois and Decatur, Illinois
foundries was being operated without the required air permits. Subsequently,
both facilities were brought into compliance and the required permits were
issued later in 1999. Although no Notice of Violation has been issued with
respect to either case, it is possible that IEPA could pursue fines or penalties
for this violation. While we cannot predict the amount of any potential fines or
penalties, we believe that they would not be material to our business or
financial condition.
In May 1999, we voluntarily notified the Ohio Environmental Protection Agency
("OEPA") of a breakdown in certain pollution control equipment at our Ironton,
Ohio foundry. However, due to an oversight, our notification was not considered
timely under the applicable rules and regulations. The equipment was
subsequently repaired and became operational. Even though no Notice of Violation
has been issued by OEPA with respect to this matter, it is possible that OEPA
may pursue fines or penalties for this violation. Although we cannot predict the
amount of any potential fines or penalties, we believe that they would 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 that such other 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 8 to the consolidated financial statements included in Intermet's 1999
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 13 to the consolidated financial statements of
Intermet's 1999 annual report to shareholders, furnished to the SEC 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 $11.938 on March 1,
2000. Also on March 1, 2000, there were approximately 460 holders of record of
Intermet's common stock.
During 1999, 1998 and of 1997, Intermet declared and paid dividends of $4.1
million, $4.1 million and $4.0 million, respectively ($0.04 per share per
quarter). Under some of our loan agreements, we are subject to restrictions on
the payment of dividends. As of December 31, 1999, approximately $158.3 million
of our retained earnings were restricted and unavailable for the payment of
dividends under those agreements. In addition to the dividends, we paid $6.8
million for the acquisition of Intermet's stock pursuant to our stock buyback
program.
Intermet did not sell unregistered securities within the past three years.
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ITEM 6. SELECTED FINANCIAL DATA
Selected financial data included in Intermet's 1999 annual report to
shareholders, which is furnished to the SEC 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 1999 annual report to shareholders, which is furnished to the
SEC as Exhibit 13 to this report. In addition, the following subsequent event
occurred after we printed our 1999 annual report to shareholders, which may
affect our "Liquidity and Capital Resources".
See the discussion regarding the New River Foundry explosion, which is included
in Part I, Item 1. BUSINESS - Recent Developments.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The information included under the "Quantitative and Qualitative Disclosures
about Market Risks" section of the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" is incorporated by reference from
Intermet's 1999 annual report to shareholders, which is furnished to the SEC as
Exhibit 13 to this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of Intermet and the report of the
independent auditors included in Intermet's 1999 annual report to shareholders,
which are furnished to the SEC as Exhibit 13 to this report, are incorporated by
reference into this filing. In addition, the following subsequent event occurred
after we printed our 1999 annual report to shareholders:
Subsequent Event
See the discussion regarding the New River Foundry explosion, which is included
in Part I, Item 1. BUSINESS - Recent Developments.
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" in Intermet's definitive proxy statement for its annual meeting of
shareholders to be held April 13, 2000 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.
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Section 16(a) of the Securities Exchange Act of 1934 requires Intermet's
directors, certain of its officers, and persons who own more than 10% of our
common stock to file reports of ownership and changes in ownership with the SEC.
Due to an oversight at Intermet, directors Thomas H. Jeffs II, A. Wayne Hardy
and Byron O. Pond, Jr. were each late in reporting on Form 5 phantom stock units
that have been acquired under Intermet's Director's Deferred Compensation Plan.
Mr. Jeffs has filed a late Form 5 with respect to units acquired in 1997, 1998
and 1999. Messrs. Hardy and Pond have each filed a late Form 5 with respect to
units acquired in 1999.
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 13, 2000 is incorporated
by reference into this filing.
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 13, 2000 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 13, 2000 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 1999 annual report to shareholders are
incorporated by reference in Item 8 of this report:
- Consolidated Statements of Operations for the Years Ended December 31,
1999, 1998 and 1997
- Consolidated Statements of Comprehensive Income for the Years Ended
December 31, 1999, 1998 and 1997
- Consolidated Balance Sheets at December 31, 1999 and 1998
- Consolidated Statements of Cash Flows for the Years Ended December 31,
1999, 1998 and 1997
- Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1999, 1998 and 1997
- Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The following consolidated financial statement schedule for Intermet is
included in Item 14(d) of this filing:
- Schedule II - Valuation and Qualifying Accounts
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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 Stock Purchase and Sale Agreement Between Intermet Corporation,
Gantec II, LLC, JJM, LLC, and Cerberus Institutional Partners,
L.P. for the purchase of the stock of Diversified Diemakers, Inc.
dated November 16, 1999 (included as Exhibit 99.1 to Intermet's
Form 8-K, having an event date of December 20, 1999, File No.
0-13787, previously filed with the Commission and incorporated by
reference into this filing).
2.4 Contents of omitted schedules and exhibits to the Stock Purchase
and Sale Agreement for the purchase of the stock of Diversified
Diemakers, Inc. (included as Exhibit 99.2 to Intermet's Form 8-K,
having an event date of December 20, 1999, File No. 0-13787,
previously filed with the Commission and incorporated by
reference into this filing).
2.5 Stock Purchase and Sale Agreement Between Intermet Corporation,
Gantec II, LLC and JJM, LLC for the purchase of the stock of
Ganton Technologies, Inc. dated November 16, 1999 (included as
Exhibit 99.3 to Intermet's Form 8-K, having an event date of
December 20, 1999, File No. 0-13787, previously filed with the
Commission and incorporated by reference into this filing).
2.6 Contents of omitted schedules and exhibits to the Stock Purchase
and Sale Agreement for the purchase of the stock of Ganton
Technologies, Inc. (included as Exhibit 99.4 to Intermet's Form
8-K, having an event date of December 20, 1999, 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 December 2, 1999.
3.3 Amendment to the by-laws of Intermet, adopted by resolution of
the board of directors of Intermet on December 2, 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.*
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.*
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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 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.*
4.9 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).
4.10 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 (included
as Exhibit 4.13 to Intermet's Form 10-K for the year ended
December 31, 1998, File No. 0-13787, previously filed with the
Commission and incorporated by reference into this filing).
4.11 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).
4.12 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).
4.13 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).
4.14 (a) $300,000,000 Five-Year Credit Agreement, dated November 5,
1999, by and among Intermet, The Bank of Nova Scotia as lender
and administrative agent, and the various lenders named therein.
4.14 (b) Contents of Omitted Exhibits and Schedules to the $300,000,000
Five-Year Credit Agreement.
4.15 (a) $100,000,000 364-Day Credit Agreement, dated November 5,
1999, by and among Intermet, The Bank of Nova Scotia as lender
and administrative agent, and the various lenders named therein.
4.15 (b) Contents of Omitted Exhibits and Schedules to the $100,000,000
364-Day Credit Agreement.
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4.16(a) $200,000,000 Term Loan Agreement, dated December 20, 1999, by
and among Intermet, The Bank of Nova Scotia as lender and
administrative agent, and the various lenders named therein.
4.16(b) Contents of Omitted Exhibits and Schedules to the $200,000,000
Term Loan Agreement.
4.17(a) Final Private Placement Memorandum for $35,000,000 Development
Authority of Columbus Georgia Variable Rate Limited Obligation
Revenue Bonds (Columbus Foundry, L.P. Project, Series 1999).*
4.17(b) Master Indenture Trust, dated as of December 1, 1999, by and
between Development Authority of Columbus, Georgia, as issuer,
and Harris Trust and Savings Bank, as trustee.*
4.17(c) Series 1999A Supplement dated as of December 1, 1999 to Master
Indenture Trust, dated December 1, 1999, by and between
Development Authority of Columbus, Georgia, as issuer, and Harris
Trust and Savings Bank, as trustee.*
4.18(a) 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(b) 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 Intermet Corporation Deferred Compensation Plan effective
December 1, 1999.
10.4 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).**
10.5 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).**
10.6 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).**
20
22
10.7(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).**
10.7(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).**
10.8 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).**
10.9(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).**
10.10(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).**
10.10(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).**
10.11 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.
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 filed a Form 8-K on December 30, 1999, File No. 0-13787, having an
event date of December 20, 1999. Intermet filed a Form 8-K/A on March 6,
2000, File No. 0-13787, having an event date of December 20, 1999.
(c) Intermet has filed as exhibits to this report those exhibits required by
Item 601 of Regulation S-K.
21
23
(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 1999 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.
22
24
Intermet Corporation
(Consolidated)
Schedule II
Valuation and Qualifying Accounts
Additions
---------------------------------
Balance at Charged to Charged to Balance at
Beginning of Costs and Other End of
Description Period Expenses Accounts Deductions Period
- - ----------- ------------ ----------- ---------- ---------- --------
(in thousands of dollars)
Year ended December 31, 1999:
Allowance for returns and doubtful
accounts (a) $5,133 $ 2,313 (b) $ - ($ 20) (c) $ 7,426
Inventory reserve (j) 5,839 3,473 - - 9,312
Deferred tax asset valuation allowance 16,240 (4,518)(d) - - 3,728
(4,500)(e) - -
- (3,494)(f) -
Year ended December 31, 1998:
Allowance for returns and doubtful
accounts (a) $4,118 $ 970 (b) $ - $45 (c) $ 5,133
Inventory reserve (j) 5,594 245 - - 5,839
Deferred tax asset valuation allowance 11,722 - - 4,518 (g) 16,240
Year ended December 31, 1997:
Allowance for returns and doubtful
accounts (a) $3,895 $ 300 (b) - ($77)(c) $ 4,118
Inventory reserve (j) 3,529 2,065 - - 5,594
Deferred tax asset valuation allowance 14,819 - - (1,246)(h) 11,722
- - (1,851)(i)
(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) Reversed valuation allowance for net operating loss carryforwards we were
able to utilize due to a change in German tax law
(e) Reversed valuation allowance for foreign tax credits we were able to use
after we recapitalized our international operations
(f) Reduction for expired capital loss carryforwards we were not able to use
(g) Net operating losses related to the acquisition of VEGU
(h) Reversed valuation allowance due to increased viability of anticipated
future income
(i) Decrease in valuation allowance due to reclassification of certain items
(j) Reflected as reduction of inventory on the consolidated balance sheet
25
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 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below, as of March 28, 2000, 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
John Doddridge (Principal Executive Officer)
/s/ John P. Crecine Director
- - ---------------------------
John P. Crecine
/s/ Norman F. Ehlers Director
- - ---------------------------
Norman F. Ehlers
/s/ A. Wayne Hardy Director
- - ---------------------------
A. Wayne Hardy
/s/ John R. Horne Director
- - ---------------------------
John R. Horne
Director
- - ---------------------------
Thomas H. Jeffs II
/s/ Harold C. McKenzie, Jr. Director
- - ---------------------------
Harold C. McKenzie, Jr.
/s/ Byron O. Pond, Jr. Director
- - ---------------------------
Byron O. Pond, Jr.
26
/s/ John H. Reed Director
- - ---------------------------
John H. Reed
Director
- - ---------------------------
Pamela E. Rodgers
/s/ Ronald C. Ryninger Jr. Controller (Principal Financial Officer and
- - --------------------------- Principal Accounting Officer)
Ronald C. Ryninger Jr.
27
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 Stock Purchase and Sale Agreement Between Intermet Corporation, Gantec
II, LLC, JJM, LLC, and Cerberus Institutional Partners, L.P. for the
purchase of the stock of Diversified Diemakers, Inc. dated November
16, 1999 (included as Exhibit 99.1 to Intermet's Form 8-K, having an
event date of December 20, 1999, File No. 0-13787, previously filed
with the Commission and incorporated by reference into this filing).
2.4 Contents of omitted schedules and exhibits to the Stock Purchase and
Sale Agreement for the purchase of the stock of Diversified Diemakers,
Inc. (included as Exhibit 99.2 to Intermet's Form 8-K, having an event
date of December 20, 1999, File No. 0-13787, previously filed with the
Commission and incorporated by reference into this filing).
2.5 Stock Purchase and Sale Agreement Between Intermet Corporation, Gantec
II, LLC and JJM, LLC for the purchase of the stock of Ganton
Technologies, Inc. dated November 16, 1999 (included as Exhibit 99.3
to Intermet's Form 8-K, having an event date of December 20, 1999,
File No. 0-13787, previously filed with the Commission and
incorporated by reference into this filing).
2.6 Contents of omitted schedules and exhibits to the Stock Purchase and
Sale Agreement for the purchase of the stock of Ganton Technologies,
Inc. (included as Exhibit 99.4 to Intermet's Form 8-K, having an event
date of December 20, 1999, 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 December 2, 1999.
3.3 Amendment to the by-laws of Intermet, adopted by resolution of the
board of directors of Intermet on December 2, 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.*
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.*
28
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 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.*
4.9 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).
4.10 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 (included as Exhibit 4.13
to Intermet's Form 10-K for the year ended December 31, 1998, File No.
0-13787, previously filed with the Commission and incorporated by
reference into this filing).
4.11 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).
4.12 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).
4.13 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).
4.14 (a) $300,000,000 Five-Year Credit Agreement, dated November 5, 1999,
by and among Intermet, The Bank of Nova Scotia as lender and
administrative agent, and the various lenders named therein.
4.14 (b) Contents of Omitted Exhibits and Schedules to the $300,000,000
Five-Year Credit Agreement.
4.15 (a) $100,000,000 364-Day Credit Agreement, dated November 5, 1999, by
and among Intermet, The Bank of Nova Scotia as lender and
administrative agent, and the various lenders named therein.
4.15 (b) Contents of Omitted Exhibits and Schedules to the $100,000,000
364-Day Credit Agreement.
4.16 (a) $200,000,000 Term Loan Agreement, dated December 20, 1999, by and
among Intermet, The Bank of Nova Scotia as lender and administrative
agent, and the various lenders named therein.
4.16 (b) Contents of Omitted Exhibits and Schedules to the $200,000,000 Term
Loan Agreement.
29
4.17 (a) Final Private Placement Memorandum for $35,000,000 Development
Authority of Columbus Georgia Variable Rate Limited Obligation Revenue
Bonds (Columbus Foundry, L.P. Project, Series 1999).*
4.17 (b) Master Indenture Trust, dated as of December 1, 1999, by and between
Development Authority of Columbus, Georgia, as issuer, and Harris
Trust and Savings Bank, as trustee.*
4.17(c) Series 1999A Supplement dated as of December 1, 1999 to Master
Indenture Trust, dated December 1, 1999, by and between Development
Authority of Columbus, Georgia, as issuer, and Harris Trust and
Savings Bank, as trustee.*
4.18 (a) 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 (b) 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 Intermet Corporation Deferred Compensation Plan effective December 1,
1999.
10.4 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).**
10.5 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).**
10.6 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).**
10.7(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).**
30
10.7(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).**
10.8 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).**
10.9(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).**
10.10(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).**
10.10(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).**
10.11 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.
27 Financial Data Schedule.