Back to GetFilings.com
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, 1997, 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 2, 1998 was $511,142,523 based on $20.063 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 2, 1998 there were 25,476,874 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, 1997 are incorporated by reference into Parts I and II.
Portions of the registrant's definitive Proxy Statement for the 1998 Annual
Meeting of Shareholders, filed with the Commission, are incorporated by
reference into Part III.
2
PART I
ITEM 1. BUSINESS
GENERAL
The Company is the largest independent producer of precision ductile iron
castings in the world, specializing in the design and manufacture of complex
precision-engineered ductile iron, gray iron and aluminum cast products for the
global light truck, passenger car and heavy duty vehicle markets. The Company's
products include cast components used in vehicle axles, chassis, engines and
transmissions. In addition, the Company provides a range of other products and
services, including machining, to the automotive, industrial and appliance
markets. The Company provides cast products used by over 20 automobile original
equipment manufacturers ("OEMs"), including: Chrysler, Ford, General Motors,
BMW, Honda and Toyota and their leading suppliers throughout the world,
including: ITT Automotive, Dana and LucasVarity.
The Company focuses on supplying precision cast products that require advanced
technological and engineering expertise to a broad array of automotive and
industrial customers. OEMs, Tier 1 and Tier 2 suppliers are increasingly relying
on their suppliers to design and engineer parts based on specific design
parameters, including weight, size, cost and performance criteria, and to solve
problems arising in the design and manufacturing processes. The Company believes
that it is well positioned to benefit from these trends by leveraging its broad
range of full-service capabilities, including advanced design and engineering,
casting, machining and sub-assembly.
With total casting capacity of 600,000 tons per year, on a straight-time basis,
the Company is the largest independent ductile iron foundry company in the
world. The Company believes that the market for ferrous and non-ferrous castings
is highly fragmented with approximately 3,000 suppliers in the United States
alone. The Company believes that its strong reputation in the industry and
leadership in its core markets, position it to capitalize on domestic and
international consolidation and OEM outsourcing trends. These trends are driven,
in part, by the OEMs' strategy to lower costs and maintain quality by
selectively awarding contracts to suppliers that have full service capabilities
and a significant global presence. Responding to these trends, the Company's
acquisition of Sudbury, Inc. ("Sudbury") in December 1996 significantly
increased its ferrous casting capacity.
The Company's castings are used primarily in passenger cars and light trucks, as
well as in heavy trucks. The castings also have railroad, municipal, marine and
construction applications. The Company 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 and suspension
parts, steering components, differential cases, camshafts and crankshafts.
The Company also manufactures zinc and aluminum die castings, cantilevered
cranes, specialty service vehicle truck bodies and precision machined components
for the automotive and industrial markets. In addition, the Company serves the
automotive and appliance industries through the application of coatings to metal
parts, components and finished products.
As used herein, the term "Company" refers collectively to Intermet Corporation
and its subsidiaries, except where otherwise indicated by context.
3
RECENT DEVELOPMENTS
In December 1996, the Company acquired substantially all of the outstanding
stock of Sudbury, Inc. for $182,434,000 in cash, including costs of $5,277,000
directly related to the acquisition. The transaction was accounted for as a
purchase and, accordingly, the purchase price has been allocated to the assets
purchased and the liabilities assumed based upon the fair values at the date of
acquisition. The excess of the purchase price over the fair values of tangible
net assets acquired was $85,563,000 and was recorded as goodwill, which is being
amortized on a straight-line basis over 40 years. The results of operations of
Sudbury from the date of acquisition to December 31, 1996 were not significant.
In November 1996, the Company purchased for cash a minority interest in IWESA
GmbH ("IWESA"), for DM 4,000,000. The Company also purchased a newly issued
share from IWESA for DM 374,000, bringing its share interest to 49%, and
contributed DM 6,000,000 to the capital reserves of IWESA in support of new
capital expansion projects. At December 31, 1996, the Company's investment in
IWESA was $6,780,000 (at then current exchange rates) and was accounted for on
the equity method. The operating results of IWESA were not significant during
1996. During 1997, the Company increased its ownership interest in IWESA to
82.4% and accordingly, accounted for IWESA as a consolidated subsidiary as of
December 31, 1997. The Company's equity in net loss of IWESA for 1997 is DM
6,534,000 ($3,708,000) and is included in other income and expense in the
accompanying statement of operations. IWESA is a precision machining and
engineering company located in Saarbrucken, Germany, producing parts for the
commercial motor vehicle and industrial markets.
The Company has an unsecured revolving credit agreement with a bank group which
was refinanced in November 1996. The agreement, which expires in November 1999,
provides for loans aggregating $200,000,000. The borrowing limit includes
certain standby letters of credit. At December 31, 1997 such standby letters of
credit totaled $3,375,000. The revolving credit agreement provides the Company
with several interest rate pricing options ranging from 6.025% to 8.25% at
December 31, 1997. The Company must also pay a fee at an annual rate of 0.15% on
any unused portion of the loan commitment. The revolving credit agreement
requires the Company to maintain certain financial ratios and imposes
limitations on certain activities.
PRODUCTS, MARKETS AND SALES
The Company focuses on value-added cast products that it supplies to the
automotive, industrial and appliance markets. In 1997, approximately 83% of the
Company's sales were attributable to the automotive market. Within this market,
its products generally fall into four major categories, including: (i) engine
components such as camshafts, crankshafts, bedplates and aluminum intake
manifolds; (ii) transmission components such as differential cases, pump bodies
and drums; (iii) chassis components such as steering gear housings; brake
housings and supports, steering knuckles, spindle carriers, damper forks and
lower control arms; and (iv) axle components such as differential cases and
carriers, bearing caps, hubs, spring seats and driveline yolks. The Company also
manufactures a variety of products for the industrial and appliance markets. In
1997, approximately 17% of the Company's sales were attributable to the
industrial and appliance markets.
2
4
The Company has a long-standing quality assurance program and is committed to
maintaining its reputation for high quality products and timely delivery. All
but one of the Company's foundry facilities that supply the automotive industry
have QS-9000 or ISO-9000 certification and the remaining foundry is expected to
complete the certification process during the second quarter of 1998. In
addition, many of the Company's facilities have received quality awards from
its customers during 1997, including Chrysler's Gold Pentastar, Toyota's
Certificate of Achievement for Quality and Delivery, Honda's Quality
Performance and CMI's Certified Supplier.
The Company primarily markets its products through its own sales and customer
service staff, except in Europe and certain locations in the United States where
it also uses independent sales representatives. The Company maintains its
principal sales office in Michigan. The Company produces primarily to customer
order and does not maintain any significant inventory of finished goods not on
order.
The Company 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 Company's production personnel. Through its
product engineering group, the Company offers customer assistance at the design
stage of major casting programs. The Company 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 Company. In addition to working with customer purchasing personnel, the
Company's sales engineers frequently work closely with design engineers and
other technical staff.
The Company, directly or through Tier 1 and Tier 2 suppliers, currently supplies
its cast products to over 20 automotive OEMs. As a result, the Company's cast
products are included on more than 200 vehicle models. During 1997, 1996 and
1995, direct sales to Chrysler accounted for 18%, 23% and 20%, respectively;
direct sales to Ford accounted for 18%, 19% and 18%, respectively; and direct
sales to GM accounted for 8%, 12% and 18%, respectively, of the Company's
consolidated net sales. The loss of any of these customers or a substantial
reduction in their purchases from the Company would have a material adverse
effect on the Company. The Company's six largest customers accounted for
approximately 58%, 72% and 77% of the Company's consolidated net sales during
1997, 1996 and 1995, respectively.
3
5
The following table sets forth information regarding sales by the Company to
customers in these markets during 1997, 1996 and 1995.
1997 1996 1995
---- ---- ----
Sales % Sales % Sales %
----- - ----- - ----- -
(in thousands of dollars, except percentages)
North American passenger
cars and light trucks $538,200 66 $406,220 76 $413,600 76
North American industrial 141,700 17 48,105 9 34,800 7
European light and heavy duty vehicles 133,800 17 80,175 15 93,300 17
======== ======== ========
Total Sales $813,700 $534,500 $541,700
======== ======== ========
In 1997, reported sales included 539,000 tons of casting shipments, compared to
458,000 tons in 1996 and 445,000 tons in 1995. This increase in tonnage sales
from 1996 to 1997 is due to the acquisition of Sudbury in December 1996. The
Company's foundries operated at 87% of average annual capacity in 1997 and 1996
and 89% during 1995.
DESIGN, MANUFACTURING AND MACHINING
At the end of 1997, the Company opened its new technical center. The Intermet
Technical Center provides advanced design and engineering services to the
Company's customers as well as technical support to all of its cast metals and
machining plants worldwide. Customer design support is provided within the
native computer aided design and computer aided engineering languages utilized
by the customer, and with cast metal process simulation software. The Company's
design and engineering teams assist the customer, when requested, in the initial
stages of product creation and modification.
The Company believes it is one of the few independent foundry companies fully
capable of designing and engineering products based on customer specifications.
The Company's advanced capabilities include finite element analysis, design
optimization, prototyping, modeling enhancements and testing. The Company uses
three-dimensional solid modeling software in conjunction with rapid prototype
development, among other advanced computer aided design techniques, to assist
its customers in the initial stages of product design and prototype creation.
These techniques greatly enhance the Company's design and flexibility and,
depending on the complexity of the products, can substantially reduce the time
required to produce sample castings. The Company's goal is to continually
improve product quality and performance and to reduce costs by offering new
product solutions that reduce weight, use alternative materials or incorporate
more efficient manufacturing processes. The Company's product and manufacturing
process development work has included the development of new products and
processes that can broaden the Company's overall product offerings and
capabilities. The Company believes that its advanced design and engineering
capabilities serve as a significant competitive advantage as its customers
continue to outsource these critical activities to their suppliers.
The Company produces ductile and gray iron castings, as well as aluminum
castings. Gray iron, the oldest and most widely used cast iron, is readily cast
into intricate shapes that are easily machinable and wear resistant. Ductile
iron has greater strength and elasticity than gray iron and its use as a higher
strength substitute for gray iron and a lower-cost substitute for steel has
grown steadily, while aluminum brings a lower weight alternative. The Company's
castings range in size from small products weighing less than one pound to
those weighing up to 100 pounds. For the years ended December 31, 1997, 1996
and 1995, sales of ductile iron castings represented 89%, 87% and 92%,
respectively, and sales of gray iron represented 7%, 10% and 8%, respectively,
of the Company's total sales of castings (in dollars). The balance of castings
sales for 1997 were aluminum and malleable castings and the balance of castings
sales in 1996 were aluminum castings. The alumimun castings sales in 1995 were
not significant. Total castings sales were 76% for 1997 and 94% for 1996 and
1995, of the total sales of the Company.
4
6
The cast iron production process involves melting steel scrap and pig iron in a
cupola or an electric furnace, adding various alloys and pouring the molten
metal into molds made primarily of sand. The molten metal solidifies and cools
in the molds and the molds are broken and removed. The lost foam aluminum
casting process utilizes exact polystyrene foam replicas of the desired
castings, which are embedded in sand. The foam is evaporated and displaced by
the hot metal and the casting is formed.
Customers usually specify the properties their castings are to embody, such as
hardness and strength, and the Company determines how best to meet those
specifications. Constant testing and monitoring of the casting process is
necessary to maintain the quality and performance consistency of the castings.
Electronic testing and monitoring equipment, including x-ray, radioisotopes,
ultrasonic, magnetic-particle and spectroscopy, is used extensively in grading
scrap metal, analyzing molten metal and testing castings. The Company also uses
its testing equipment and procedures to provide particular tests requested by a
customer for its castings.
Many castings require machining (which may include drilling, boring, milling,
threading or cutting operations) before they can be put to their ultimate use.
Most customers provide their own machining for castings or have them machined by
third parties. The Company operates a facility in Columbus, Georgia, where it
machines castings produced by the Company and by others. The Company also
currently owns an 82.4 % interest in IWESA, a precision machining and
engineering company in Saarbrucken, Germany and a 35% interest in General
Products Delaware Corporation, a machining and assembly company headquartered in
Jackson, Michigan. The Company also contracts with other companies to machine
castings it produces, before shipment to customers.
In addition, the Company serves the automotive and appliance industries through
the application of powder coatings to metal parts, components and other finished
products. Powder coatings are used to enhance appearance and improve corrosion
protection of parts and are applied with 95-98% efficiency. Powder coating's use
of a dry paint process gives it environmental advantages over liquid painting
processes by eliminating the use of solvents and the generation of air
emissions. Sudbury's powder coating facilities have nine powder coating lines.
These facilities also have the capability of cathodic electrodeposition coating
of parts which is used primarily for anti-corrosion purposes.
RESEARCH AND DEVELOPMENT
The Company conducts process and product development programs, principally at a
separate research and development foundry also 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 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
extend the performance range for existing iron castings such as austempering
which enhances the strength and toughness of iron, as well as projects to
develop new products through development of new materials, improved product
manufacturing processes and improved characterization of material properties.
The Company directly expensed totals of $1.1 million, $1.0 million and $0.9
million in 1997, 1996 and 1995, respectively, for research and development.
5
7
COMPETITION
The Company competes with many other foundries, both domestically and
internationally. Some of these foundries are owned by major users of iron
castings. For example, the three largest domestic automobile manufacturers,
which are among the Company's largest customers, operate their own foundries and
have greater financial resources than the Company. However, they also purchase a
significant amount of castings from the Company and others, and there is a trend
toward increased outsourcing by the domestic OEMs. Castings produced by the
Company also compete, to some degree, with malleable iron castings, other metal
castings and steel forgings.
The machining industry is highly fragmented and competitive. As in the foundry
industry, large purchasers of machined components often have significant
in-house capabilities to perform their own machining work.
The Company competes primarily on the basis of product quality, engineering,
service and price. The Company emphasizes its ability to produce complex,
precision-engineered products in order to compete for value-added castings.
RAW MATERIALS
The primary raw material used by the Company to manufacture ferrous castings is
steel scrap. The Company purchases steel scrap from numerous sources, generally
regional scrap brokers, using a combination of spot market purchases and
contract commitments. The Company has no material long-term contractual
commitments with any steel scrap supplier. The cost of steel scrap is subject to
fluctuations and the Company has contractual arrangements with many of its major
customers, allowing it to adjust its casting prices to reflect such
fluctuations. In periods of rapidly rising steel scrap prices, these adjustments
will lag the current market price for steel scrap. In producing aluminum
castings, the primary raw material used by the Company is aluminum ingot. The
cost of aluminum ingot is subject to fluctuations, but the Company does not
anticipate any difficulty in obtaining aluminum ingot in the foreseeable future.
The Company has contractual arrangements, which expire at various times through
2002, for the purchase of various materials, other than steel scrap, used in or
during the manufacturing process. These contracts and the Company's overall
level of purchases provide some protection against price increases. In most
cases, the Company 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
Although most of the Company's 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 the Company's sales and earnings during periods of slow economic growth
or recession. The Company'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.
6
8
BACKLOG
Most of the Company'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 Company's backlog at any given time generally
consists only of the orders which have been released for shipment. Certain
subsidiaries of the Company which manufacture industrial products other than
castings, have a backlog at December 31, 1997 of $21.2 million in the aggregate,
all of which is expected to be shipped during 1998.
EMPLOYEES
At March 2, 1998 the Company employed approximately 6,520 persons, including
5,650 in North America. Of the persons employed in North America, 4,470 were
hourly manufacturing personnel and the remainder were clerical, sales and
management personnel. The Company employed 860 persons in Europe, 710 of whom
were hourly manufacturing personnel. Most of the manufacturing personnel are
represented by unions under collective bargaining agreements expiring at various
times through 2001. Five collective bargaining agreements, expiring at various
times during 1997 and covering 1,300 hourly employees, were replaced. Another
domestic bargaining agreement covering approximately 90 hourly employees was
scheduled to expire in April 1998 and was replaced in January 1998.
The Company occasionally adjusts the size of its work force to meet fluctuations
in production demands at various facilities and for other reasons. For example,
the Company significantly reduced its salaried work force during 1995. During
the past ten years the Company has not experienced any strike or work stoppage,
other than a five-week strike by the 69 employees covered by a collective
bargaining agreement at the Hibbing, Minnesota plant during 1992. The Company
believes that its relationship with its employees is satisfactory.
ENVIRONMENTAL MATTERS
The Company's operations are subject to various federal, state and local laws
and regulations relating to the protection of the environment. These laws and
regulations, which are implemented principally by the United States
Environmental Protection Agency and corresponding state agencies, govern the
management of solid and hazardous waste, the discharge of pollutants into the
air and into surface and ground waters, and the manufacture, treatment and
disposal of hazardous and non-hazardous substances.
Certain of the Company's operating units have been identified as potentially
responsible parties in legal proceedings or otherwise notified that they may be
liable for the cleanup of hazardous substances under federal "Superfund" and
other environmental protection legislation. In addition, the Company and certain
of its operating units are in the process of attempting to resolve certain known
environmental matters with various third parties, including those arising in
connection with the sale of certain business units by the Company and its
present and former subsidiaries.
The Company intends to utilize available legal defenses with respect to these
sites at which environmental proceedings may be involved, to minimize the
Company's financial exposure to such matters. The Company, with the assistance
of environmental engineers and consultants, has accrued as of December 31, 1997
a $5.5 million aggregate reserve to cover estimated known environmental
conditions, including those arising from such proceedings. There could also
exist, however, more extensive or unknown environmental conditions, including
those arising at existing or previously owned business units.
7
9
The Company also has recurring costs related to environmental matters,
particularly the management and disposition of waste (principally non-hazardous)
generated as part of ongoing operations. In 1997 and 1996, such costs totaled
approximately $12.3 and $9.0 million, respectively. Environmental expense for
1996 does not include that for the subsidiaries purchased in the Sudbury
acquisition. Although the Company continues to take various steps to control
environmental costs, they are expected to increase in the future. In addition, a
portion of the Company's capital expenditures are regularly incurred to limit or
monitor pollution, principally for ventilation and dust control equipment. Such
expenditures were approximately $6.9 million in 1997 and $2.6 million in 1996.
The Company expects to spend $2.6 million in capital expenditures related to
environmental matters in 1998. The actual amount of capital expenditures will be
influenced by sales volume increases and available engineering resources, among
other factors.
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 owned
by the Company. Until final regulations implementing those amendments are
adopted by the federal and state governments, it is not possible to estimate
such costs.
The Company currently does not anticipate any environmental costs that would
have a material adverse effect on its operations. However, it cannot be assured
that the Company's activities will not give rise to actions by governmental
agencies or private parties which could cause the Company to incur fines,
penalties, operational shutdowns, damages, cleanup costs or other similar
expenses. Also, the Company's foundry capacity levels and increases therein are
dependent upon the Company's ability to maintain, or obtain increases in such
capacity levels in its permits for air emissions or water discharges. In the
event the Company desires to increase its foundry capacity levels in the future,
it cannot be assured that the Company will be able to obtain approvals of such
increases under its applicable permits.
Although the Company continues to assess the potential liability of its
operating units for pending and anticipated legal proceedings, the ultimate
liability for such environmental matters cannot be predicted with certainty and
could exceed the Company's estimates.
See also Item 3 "Legal Proceedings" below and the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section of the Annual
Report to Shareholders of the Company for the year ended December 31, 1997, for
additional information related to environmental matters, which are incorporated
herein by reference.
8
10
FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
Revenues, operating profits and identifiable assets for the Company's foreign
and domestic operations for 1997, 1996 and 1995 are as follows:
1997 1996 1995
-------------- ------------- -------------
Sales to unaffiliated customers:
North America $705,193 $441,942 $448,447
Europe 104,641 92,536 93,302
Other International 3,895 - -
Operating profit:
North America 61,605 38,338 36,763
Europe 15,732 17,765 16,052
Identifiable assets:
North America 453,351 463,309 220,548
Europe 85,454 63,003 53,523
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 resign or are removed from office by the
Board of Directors prior to the Annual Meeting of Shareholders.
The executive officers of the Company as of March 2, 1998 and their ages and
principal positions with the Company, as of that date, are as follows:
Name (Age) Principal Position(s)
- ---------- ---------------------
John Doddridge (57) Chairman of the Board and Chief Executive Officer
Doretha J. Christoph (48) Vice President - Finance, Chief Financial Officer, Treasurer and
Secretary
John C. Engeswick (63) Vice President - Technical Services
Daryl R. Marsh (59) Group Vice President
David L. Neilson (53) Vice President - Sales and Marketing
C. James Peterson (50) Vice President - Foundry Operations
Mr. Doddridge became Chairman of the Board and Chief Executive Officer in 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.
9
11
Ms. Christoph became Vice President - Finance in June 1995. In addition, she was
named Chief Financial Officer and Treasurer in April 1996 and Secretary in
January 1997. Prior to that time she served as Vice President and Director of
Administration of LNP Engineering Plastics, a worldwide supplier of engineered
plastics and a subsidiary of Kawasaki Steel Corporation, from November 1991
until May 1995. From 1989 to 1991, she served as Director of Finance for the
Engineering Plastics Americas operation of ICI, plc.
Mr. Engeswick became Vice President - Technical Services in February 1995. Prior
to that time he served as Vice President - Quality Assurance for Intermet
Foundries, Inc. (IFI), a former subsidiary of the Company, from 1988.
Mr. Marsh became Group Vice President of the Company in January 1997. Prior to
that he served as Vice President - Machining Services from 1993. From 1969
through 1993, Mr. Marsh was employed by Simpson Industries, Inc., most recently
as Group Vice President, Transmission and Chassis Group.
Mr. Neilson joined the Company in January 1997 as Vice President - Sales and
Marketing. He served as Vice President of Sales for North and South America for
ITT Automotive from June 1993 to January 1997. From September 1992 to June 1993,
he was Vice President of Sales and Marketing at Takata, Inc. He served as
President of Sales at a subsidiary of Automotive Industries from December 1991
to June 1992.
Mr. Peterson became Vice President - Foundry Operations in February 1995. He
served as Director of Manufacturing of IFI from 1993 to 1995. From 1985 to 1993,
he was with Columbus Foundries, Inc., a subsidiary of the Company, most recently
as General Manager.
ITEM 2. PROPERTIES
The Company currently owns, operates or has an ownership interest in nine
operational ductile and gray iron foundries, one lost foam aluminum foundry, one
aluminum and zinc die cast foundry, one research foundry and one technical
center. Most castings can be produced at more than one of the Company's
foundries except that lost foam aluminum castings must be produced at Alexander
City Casting and die castings must be produced at Cast-Matic. In addition, the
Company machines and assembles components at one facility, performs various
powder coating services at seven separate facilities, manufactures precision
machined components at two facilities, and manufactures cantilevered cranes and
specialty service vehicle truck bodies at one facility.
10
12
The following provides information about the manufacturing locations of the
Company and the types of products produced at each location:
Name Location Type of Products
- ---- -------- ----------------
Alexander City Alexander City, Alabama Aluminum castings
Archer Creek Lynchburg, Virginia Ductile iron castings
Ironton Iron Ironton, Ohio Ductile iron castings
Columbus Columbus, Georgia Ductile iron castings
Radford Shell Radford, Virginia Ductile and gray iron castings
Columbus Neunkirchen Neunkirchen, Germany Ductile iron castings
New River Radford, Virginia Ductile iron castings
Northern Hibbing, Minnesota Ductile iron castings
Wagner - Decatur Decatur, Illinois Ductile iron castings
Wagner - Havana Havana, Illinois Ductile iron castings
Cast-Matic Stevensville, Michigan Aluminum and zinc die castings
Intermet Machining Columbus, Georgia Machines and assembles components
Industrial Powder Coatings Norwalk, Ohio (4 locations) Custom powder and electrodeposition coating
Louisville, Kentucky Custom powder coating
Shelbyville, Kentucky Custom powder coating
Monterrey, Mexico Electrodeposition coating
Frisby P.M.C. Elk Grove Village, Illinois Precision machined components
Iowa Mold Tooling Garner, Iowa Metal fabrication of truck mounted cranes and
specialty service vehicle truck bodies
The Company 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. A number of
the assets of the Company's Pennsylvania foundry, which was idled in 1991, were
transferred to other Company facilities or sold during 1997.
The research foundry is located in Lynchburg, Virginia and is wholly-owned by
the Company. The Company's technical center, which is also located in Lynchburg,
Virginia, provides advance design and engineering services to the Company's
customers as well as technical support to all of its cast metals and machining
plants worldwide. The Company also has an 82.4% interest in IWESA GmbH, a
precision machining company in Saarbrucken, Germany and a 35% interest in
General Products Delaware Corporation, a machining and assembly company with a
facility in Michigan and a facility in Indiana. In addition, the Company leases
certain executive, sales and other administrative offices, located in Michigan,
Georgia and Ontario, Canada.
At December 31, 1997, Columbus Neunkirchen had DM 2.3 million ($1.3 million at
the December 31, 1997 exchange rate) outstanding and secured by property, plant
and equipment with net book values aggregating $21,428,000. In addition,
substantially all of the assets of IWESA are encumbered by liens guaranteeing
the performance of various loans and leases. For additional information on
secured debt, see Note 6 to the consolidated financial statements of the Company
included in the Company's 1997 Annual Report to Shareholders, which is furnished
to the Commission as Exhibit 13 to this Report, and is incorporated herein by
reference.
11
13
ITEM 3. LEGAL PROCEEDINGS
The Company entered into a consent order with the Office of the Ohio Attorney
General, which was filed in Ohio State Court, with respect to certain past
violations of Ohio water pollution laws and regulations by the Company. The
Attorney General's Office advised the Company that it could avoid litigation
with respect to such violations by entering into this consent order. The consent
order decreed that the Company reimburse the Attorney General's Office $13,000
for the costs of investigating this case, which were paid in July 1997. In
August 1997 the Company paid $272,103 in civil penalties, which had been fully
accrued since 1995.
With respect to the Company's Sudbury subsidiary, the Minnesota Pollution
Control Agency ("MPCA") issued Metalcote Grease and Oil Company ("Metalcote"), a
division of Western Capital Corporation which is a non-operating subsidiary of
Sudbury, an order in April 1993 to investigate and take other corrective action
at property (the "Clark" property) Metalcote owned in St. Paul, Minnesota. This
Clark property was subsequently transferred to Randolph Capital Corporation, a
subsidiary of Western Capital Corporation, which sold a large portion of the
property to A.D.M. Corporation. Although Randolph Capital has contested its
responsibility for environmental conditions that allegedly exist at the Clark
property, Randolph Capital is cooperating with the MPCA and has retained legal
counsel and environmental consultants to respond to the MPCA order. Such
consultants conducted certain subsurface investigation in the fall of 1996 and
installed a venting system at the Clark property. The consultants work has been
submitted and approved by the MPCA. Randolph Capital also submitted a claim
under the Minnesota Petroleum Tank Release Cleanup Act (the "Minnesota Act") for
reimbursement of the eligible costs of the investigation at the property, and
may submit a claim for any future investigation or cleanup costs incurred at
this property. Under the Minnesota Act, such claims are limited to $1 million
per release and $2 million per facility. The Company has estimated the future
costs related to this matter as part of its environmental reserves (See Note 8
to the consolidated financial statements of the Company included in the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
1997, furnished to the Commission as Exhibit 13 to this Report, which is
incorporated herein by reference and "Environmental Matters" in Item 1
"Business"). Actual future costs of such matters are uncertain, and could differ
from the Company's estimates.
Consultants on behalf of Sudbury have also completed certain environmental
investigations with respect to former operations of Metalcote at an adjacent
site (the "Metalcote" property) in St. Paul Minnesota. In 1995, a release of
petroleum products was identified at the Metalcote property and reported to the
MPCA. In connection with the sale of this property to an unrelated third party,
Randolph Capital removed all of the aboveground storage/processing tanks at the
site and the MPCA issued a Voluntary Petroleum Investigation Cleanup liability
protection letter to the buyer. In April and September 1996, environmental
consultants for Randolph Capital completed certain further investigation with
respect to former operations of the property. The MPCA has reviewed the
investigation results and has not requested further investigation. The buyer of
the Metalcote property reportedly requested the MPCA to require further
investigation with respect to potential environmental issues at the Metalcote
property, but the MPCA has not required any further work at this time. It is
uncertain whether any additional investigation or remediation will be necessary.
Randolph Capital submitted a claim under the Minnesota Act for reimbursement of
the costs of investigation at this property, and may submit a claim for any
future investigation or cleanup costs incurred at the site. The actual future
costs of such matters are uncertain and could differ from the Company's
estimates (See Note 8 to the consolidated financial statements of the Company
included in the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1997, furnished to the Commission as Exhibit 13 to this
Report, which is incorporated herein by reference and "Environmental Matters" in
Item 1 "Business").
12
14
The Company is also party to a number of other legal proceedings in the ordinary
course of its business. Except as set forth above and in the "Environmental
Matters" section above, Management of the Company presently does not believe
there are any pending or threatened legal proceeding to which the Company is a
party or to which any of its property is subject which will have a material
adverse effect on the Company's consolidated financial position, results of
operations and liquidity taken as a whole.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Company 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
the Company included in the Company's Annual Report to Shareholders for the
fiscal year ended December 31, 1997, furnished to the Commission as Exhibit 13
to this Report, is incorporated herein by reference.
The Company's Common Stock, $0.10 par value, is traded on the Nasdaq National
Market under the symbol "INMT" and had a closing price of $20.063 on March 2,
1998. As of this same date, there were approximately 515 holders of record of
the Company's Common Stock.
The Board of Directors of the Company suspended payment of the regular quarterly
dividend in 1993 pending improvement in the Company's operating performance.
This suspension was lifted in 1996 due to improvements in the Company's
performance. During the third and fourth quarters of 1996, the Company declared
and paid dividends of $2.0 million in the aggregate ($0.04 per share per
quarter). During the four quarters of 1997, the Company declared and paid
dividends of $4.0 million in the aggregate ($0.04 per share per quarter). The
Company is subject to restrictions on the payment of dividends under certain
loan agreements. As of December 31, 1997, $63,520,000 of the Company's retained
earnings were restricted and unavailable for the payment of dividends under
those agreements.
The Company did not sell unregistered securities within the past three years.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data included in the Company's 1997 Annual Report to
Shareholders, which is furnished to the Commission as Exhibit 13 to this Report,
in the section Financial Highlights under the headings "Statement of Operations
Data," "Share Data" and "Balance Sheet Data," are incorporated herein by
reference.
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" in the Company's 1997 Annual
Report to Shareholders, which is furnished to the Commission as Exhibit 13 to
this Report, is incorporated herein by reference.
13
15
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and related notes of the Company and the
report of the independent auditors thereon included in the Company's 1997 Annual
Report to Shareholders, which is furnished to the Commission as Exhibit 13 to
this Report, are 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 Company's financial
statements for the fiscal year ended December 31, 1997, the Company did not
change auditors.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained under the headings "INFORMATION ABOUT NOMINEES FOR
DIRECTORS" and "SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" in the
definitive Proxy Statement used in connection with the solicitation of proxies
for the Company's Annual Meeting of Shareholders to be held April 16, 1998,
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 Company is included in Item 1 of this
Report.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the headings "EXECUTIVE COMPENSATION",
"INTERMET CORPORATION COMPENSATION OF DIRECTORS", "INTERMET CORPORATION
EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS", "INTERMET CORPORATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION", "INTERMET CORPORATION
COMPENSATION COMMITTEE" and "SHAREHOLDER RETURN PERFORMANCE GRAPH" in the
definitive Proxy Statement used in connection with the solicitation of proxies
for the Company's Annual Meeting of Shareholders to be held April 16, 1998,
filed with the Commission, is 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 Company's Annual Meeting of Shareholders to be
held April 16, 1998, filed with the Commission, is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the heading "CERTAIN TRANSACTIONS" in the
definitive Proxy Statement used in connection with the solicitation of proxies
for the Company's Annual Meeting of Shareholders to be held April 16, 1998,
filed with the Commission, is incorporated herein by reference.
14
16
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
Company and its subsidiaries contained in the Company's 1997 Annual Report
to Shareholders are incorporated by reference in Item 8 of this Report:
Consolidated Balance Sheets at December 31, 1997 and 1996
Consolidated Statements of Operations for the Years Ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
Report of Independent Auditors
2. Financial Statement Schedules
The following consolidated financial statement schedule for the Company is
filed as Item 14(d) hereof, beginning on page F-1.
Report and Consent of Independent Auditors
Schedule II - Valuation and Qualifying Accounts
3. Exhibits
The following exhibits are 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 the Company, I M
Acquisition Corp., and Sudbury, Inc. dated as of November
18, 1996 (included as Exhibit 4 to the Company's Form 8-K
dated November 18, 1996, File No. 0-13787, previously
filed with the Commission and incorporated herein by
reference).
2.2 Agreement and Plan of Merger among South Coast Delaware,
Inc., Sudbury, Inc. and South Coast Terminals, Inc. dated
as of December 22, 1995 (included as Exhibit 2 to
Sudbury's Form 10-Q for the fiscal quarter ended November
30, 1995, File No. 1-10023, previously filed with the
Commission and incorporated herein by reference).
15
17
2.3 Agreement on the Sale and Transfer of Shares in IWESA
Gesellschaft fur Qualifizierten Maschinenbau between
Intermet Corporation, Mr. Axel Ganz and Mr. Armin Becker
dated October 30, 1996 (included as Exhibit 2.3 to the
Company's Form 10-K for the year ended December 31, 1996,
File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
2.4 Documentation regarding the sale and transfer of shares in
IWESA Gesellschaft fur Qualifizierten Maschinenbau between
Intermet Corporation, Mr. Axel Ganz and Mr. Armin Becker,
dated June 5, 1997 (included as Exhibit 2.1 to the
Company's Form 10-Q for the quarter ended June 30, 1997,
File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
2.5 Documentation regarding the sale and transfer of shares in
IWESA Gesellschaft fur Qualifizierten Maschinenbau between
Intermet Corporation and Mr. Armin Becker, dated June 18,
1997 (included as Exhibit 2.2 to the Company's Form 10-Q
for the quarter ended June 30, 1997, File No. 0-13787,
previously filed with the Commission and incorporated
herein by reference).
3.1 Amended and Restated Articles of Incorporation of the
Company (included as Exhibit 4.1 to the Company'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 By-Laws of the Company, as amended through October
17,1996.
3.3 Amendment to the by-Laws of the Company, adopted January
30, 1998 and effective April 16, 1998.
4.1 Promissory Note of Lynchburg Foundry Company, dated
December 1, 1973, payable to Industrial Development
Authority of the City of Lynchburg, Virginia in the
original principal amount of $4,400,000.*
4.2 Guaranty Agreement, dated December 1, 1973, by and between
The Mead Corporation and the Industrial Development
Authority of the City of Lynchburg, Virginia.*
4.3 Trust Indenture, dated December 1, 1973, by and among
Industrial Development Authority of the City of Lynchburg,
Virginia, Lynchburg Foundry Company and United Virginia
Bank, as trustee.*
4.4 Promissory Notes of Lynchburg Foundry Company, dated June
1, 1976, payable to Industrial Development Authority of
the City of Lynchburg, Virginia, in the original principal
amounts of $2,700,000, $1,000,000, $550,000 and $550,000,
respectively.*
4.5 Guaranty Agreement, dated June 1, 1976, of The Mead
Corporation in favor of Industrial Development Authority
of the City of Lynchburg, Virginia.*
4.6 Trust Indenture, dated June 1, 1976, by and among
Industrial Development Authority of the City of Lynchburg,
Virginia, Lynchburg Foundry Company and United Virginia
Bank, as trustee, with respect to Pollution Control
Revenue Bonds (Mead-Lynchburg Foundry Project), Series
1976, Series 1976A, Series 1976B and Series 1976C.*
16
18
4.7 Loan Contract, dated September 28, 1988, by and between
Columbus Neunkirchen Foundry GmbH and Saarlandische
Investitionskreditbank, relating to a loan in the original
principal amount of DM 740,000.*
4.8 Loan Contract, dated October 11, 1988, by and between
Columbus Neunkirchen Foundry GmbH and the Landesbank Saar
Girozentrale, relating to a loan in the original principal
amount of DM 1,550,000.*
4.9 Loan Contract, dated December 14, 1988, by and between
Columbus Neunkirchen Foundry GmbH and Saarlandische
Investitionskreditbank, relating to a loan in the
principal amount of DM 3,833,500.*
4.10 Loan Contract, dated March 1, 1989, by and between
Columbus Neunkirchen Foundry GmbH and Saarlandische
Investitionskreditbank, relating to a loan in the
principal amount of DM 2,000,000.*
4.11 Loan Contract, dated April 12, 1989, by and between
Columbus Neunkirchen Foundry GmbH and Landesbank Saar
Girozentrale, relating to a loan in the principal amount
of DM 2,725,000.*
4.12 Third Amended and Restated Credit Agreement, dated
November 14, 1996, by and among the Company, 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 the Company's Form 10-K for
the year ended December 31, 1996, File No. 0-13787,
previously filed with the Commission and incorporated
herein by reference).
4.13 Master Assignment and Acceptance Agreement dated December
9, 1996, by and among the Company and various lenders
named therein (included as Exhibit 4.15 to the Company's
Form 10-K for the year ended December 31, 1996, File No.
0-13787, previously filed with the Commission and
incorporated herein by reference).
4.14 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 the Company's Form 10-K for the year ended
December 31, 1995, File No. 0-13787, previously filed with
the Commission and incorporated herein by reference).
4.15 First Amendment to Amended and Restated Note Agreement,
dated as of January 31, 1997, by and between the Company
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 the Company's Form 10-K for the year ended
December 31, 1996, File No. 0-13787, previously filed with
the Commission and incorporated herein by reference).
4.16 Shareholder Protection Rights Agreement, dated as of
October 6, 1995 between the Company and Trust Company
Bank, as Rights Agent (included as Exhibit 4 to the
Company's Form 8-K, having an event date of October 6,
1995, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).
17
19
4.17 Amendment No. 1, dated October 16, 1997, to the
Shareholder Protection Rights Agreement, dated October 6,
1995, between the Company and Trust Company Bank, as
Rights Agent (included as Exhibit 4 to the Company's Form
8-A12G/A, 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
Company's registration statement on Form S-14, File No.
2-90815, previously filed with the Commission and
incorporated herein by reference).**
10.1(b) Amendment No. 1 to the Intermet Corporation Key Individual
Stock Option Plan, dated as of August 4, 1988 (included as
Exhibit 10.2 to the Company'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 Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1988, File No.
0-13787, previously filed with the Commission and
incorporated herein by reference).**
10.2(a) Form of Intermet Corporation Directors Stock Option
Agreement (included as Exhibit 10.4 to the Company'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(b) Intermet Corporation Director's Stock Option Plan
(included as Exhibit 10.6 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1990,
File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).**
10.3 Intermet Corporation Executive Stock Option and Incentive
Award Plan (included as Exhibit 4 to the Company's Form
S-8, File No. 33-59011, previously filed with the
Commission and incorporated herein by reference)**
10.4 Asset Purchase Agreement among Intermet Corporation,
Intermet Machining, Inc., PBM Industries, Inc. and PBM
Acquisition Limited, dated September 6, 1995, as amended
by Amendments 1, 2 and 3 thereto (included as an Exhibit
to the Company's Form 8-K dated October 6, 1995, File No.
0-13787, previously filed with the Commission and
incorporated herein by reference).
10.5 Asset Purchase Agreement by and among Ricardo North
American Detroit, Inc., Ricardo Group, plc., InterMotive
Technologies, Inc. and Intermet Corporation, dated October
12, 1995 (included as an Exhibit to the Company's Form 8-K
dated October 18, 1995, File No. 0-13787, previously filed
with the Commission and incorporated herein by reference).
10.6(a) Agreement for Purchase and Sale of Assets of
Bodine-Robinson, Inc. among the Company, Alexander City
Casting Company, Inc., Bodine-Robinson, Inc., Joe Robinson
and Robinson Foundry, Inc., dated November 15, 1995
(included as Exhibit 2(a) to the Company's Form 8-K dated
November 15, 1995 (the "Robinson 8-K"), File No. 0-13787,
previously filed with the Commission and incorporated
herein by reference).
18
20
10.6(b) Agreement for Purchase and Sale of Certain Assets of
Robinson Foundry, Inc. among the Company, Alexander City
Casting Company, Inc., Bodine-Robinson Foundry, Inc., Joe
Robinson and Robinson Foundry, Inc., dated November 15,
1995 (included as Exhibit 2(b) to the Robinson 8-K, File
No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
10.6(c) Management Agreement among Joe Robinson, the Company and
Alexander City Casting Company, Inc., dated November 15,
1995 (included as Exhibit 2(c) to the Robinson 8-K, File
No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
10.6(d) Registration Rights Agreement between the Company and
Robinson Foundry, Inc., dated November 15, 1995 (included
as Exhibit 2(d) to the Robinson 8-K, File No. 0-13787,
previously filed with the Commission and incorporated
herein by reference).
10.7 Operating Committee 1998 Profit Sharing Plan.**
10.8(a) Intermet Corporation Salaried Employees Severance Plan
effective as of October 1, 1993 (included as Exhibit
10.16(a) to the Company'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).**
10.8(b) Amendment No. 1 to the Intermet Corporation Salaried
Employees Severance Plan, dated December 20, 1993
(included as Exhibit 10.16(b) to the Company'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).**
10.9 Intermet Salary Continuation Plan (included as Exhibit
10.18 to the Company'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 Form of employment agreement by and between the Company
and the executive officers of the Company, other than John
Doddridge, effective November 1, 1996 (included as Exhibit
10.21 to the Company's Form 10-K for the year ended
December 31, 1995, File No. 0-13787, previously filed with
the Commission and incorporated herein by reference).**
10.11 Employment Agreement, dated October 26, 1995, by and
between the Company and John Doddridge (included as
Exhibit 10.22 to the Company's Form 10-K for the year
ended December 31, 1995, File No. 0-13787, previously
filed with the Commission and incorporated herein by
reference).**
10.12 Employment Agreement, dated December 27, 1996, by and
between the Company and David L. Neilson (included as
Exhibit 10.24 to the Company's Form 10-K for the year
ended December 31, 1996, File No. 0-13787, previously
filed with the Commission and incorporated herein by
reference).**
10.13 1997 Directors' Deferred Compensation Plan (included as
Exhibit 10.25 to the Company's Form 10-K for the year
ended December 31, 1996, File No. 0-13787, previously
filed with the Commission and incorporated herein by
reference).**
19
21
10.14(a) Agreement and Plan of Merger dated November 7, 1989 among
Sudbury, Inc., Western, General Products Delaware
Corporation, General Products Angola Corporation and
General Products Corporation (included as Exhibit (10)(b)
to Sudbury's Form 8-K filed for the November 7, 1989
event, File No. 1-10023, previously filed with the
Commission and incorporated herein by reference).
10.14(b) Asset Purchase Agreement dated November 7, 1989 among
Sudbury, Inc., Western and General Products Delaware
Corporation (included as Exhibit (10)(a) to Sudbury's Form
8-K filed for the November 7, 1989 event, File No.
1-10023, previously filed with the Commission and
incorporated herein by reference).
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 Company.
23 Consent of Independent Auditors (included herein on Page
F-1).
24 Power of Attorney is included on the signature pages of
this Report.
27 Financial Data Schedule.
99 Notice of Annual Meeting of Shareholders to be held April
16, 1998 and related Proxy Statement of the Company, dated
March 9, 1998 (previously filed with the Commission on
March 6, 1998 and incorporated herein by reference).
* This instrument defines the rights of holders of long-term
debt of the Company not being registered and the total
amount of securities authorized under the instrument does
not exceed ten percent of the total assets of the Company
and its subsidiaries on a consolidated basis. This
instrument is not being filed, but the Company 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 reports on Form 8-K were filed by the Company for the fourth quarter of
1997.
(c) The Company hereby files as exhibits to this Report the exhibits set forth
in Item 14(a)(3) hereof.
(d) The Company hereby files as financial statement schedules to this Report
the financial statement schedules set forth in Item 14(a)(2) hereof.
20
22
INDEX TO FINANCIAL STATEMENT SCHEDULES
Item Page
- ---- ----
Consent of Independent Auditors F-1
Schedule II - Valuation and Qualifying Accounts F-2
23
Consent of Independent Auditors
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Intermet Corporation of our report dated January 30, 1998, included in the
1997 Annual Report to Shareholders of Intermet Corporation.
Our audits also included the financial statement schedule of Intermet
Corporation listed in Item 14(a). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
We also consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 33-57665, 33-58354, 33-58352 and 33-59011) pertaining to 50,000
shares of Intermet Corporation common stock, the Intermet Corporation Directors
Stock Option Plan, the Intermet Corporation Key Individual Stock Option Plan and
the Intermet Corporation Executive Stock Option and Incentive Award Plan,
respectively, of our report dated January 30, 1998, with respect to the
consolidated financial statements incorporated herein by reference, and our
report included in the preceding paragraph with respect to the financial
statement schedule included in this Annual Report (Form 10-K) of Intermet
Corporation.
/s/ Ernst & Young LLP
March 26, 1998
Detroit, Michigan
F-1
24
Intermet Corporation
(Consolidated)
Schedule II
Valuation and Qualifying Accounts
Balance at Balance at
Beginning of Charged to End of
Description Period Expense Other Period
- ----------- ------ ------- ----- ------
(in thousands of dollars)
Year ended December 31, 1997:
Allowance for returns and doubtful accounts (a) $3,895 1,730(b) (77)(c) $5,548
Inventory reserve (f) 3,529 2,065 - 5,594
Deferred tax asset valuation allowance 14,819 - (1,246)(d) 11,722
(1,851)(e)
Year ended December 31, 1996:
Allowance for returns and doubtful accounts (a) 4,407 (465)(b) (47)(c) 3,895
Inventory reserve (f) 3,784 (255) - 3,529
Deferred tax asset valuation allowance 26,332 - (11,513)(d) 14,819
Year ended December 31, 1995:
Allowance for returns and doubtful accounts (a) 3,039 1,319(b) 49(c) 4,407
Inventory reserve (f) 4,361 (775) 198(c) 3,784
Deferred tax asset valuation allowance 26,332 - - 26,332
(a) Reflected as reduction of trade accounts receivable on consolidated balance
sheet.
(b) Net effect of amounts charged to expense less actual returns and write offs.
(c) Effect of foreign currency translation.
(d) Decrease in valuation allowance due to increased viability of anticipated
future income.
(e) Decrease in valuation allowance due to reclassification of certain items.
(f) Reflected as reduction of inventory on the balance sheet.
F-2
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company 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 27, 1998
POWER OF ATTORNEY AND SIGNATURES
Know all men by these presents, that each person whose signature appears below
constitutes and appoints John Doddridge and Doretha J. Christoph, or either of
them, as attorney-in-fact, each with power of substitution, for such person 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 27, 1998, by the following persons on behalf
of the Company in the capacities indicated.
Signature Capacity
/s/ John Doddridge Chairman of the Board of Directors and Chief Executive Officer
- ------------------------------ (Principal Executive Officer)
John Doddridge
/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.
26
/s/ Norman F. Ehlers Director
- -------------------------------
Norman F. Ehlers
/s/ John B. Ellis Director
- -------------------------------
John B. Ellis
/s/ Wilfred E. Gross, Jr. Director
- -------------------------------
Wilfred E. Gross, Jr.
/s/ A. Wayne Hardy Director
- -------------------------------
A. Wayne Hardy
/s/ John R. Horne Director
- -------------------------------
John R. Horne
/s/ Thomas H. Jeffs II Director
- -------------------------------
Thomas H. Jeffs II
/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/ Doretha J. Christoph Vice President - Finance, Chief Financial Officer, Treasurer and
- ------------------------------- Secretary (Principal Financial Officer)
Doretha J. Christoph
/s/ Walter T. Knollenberg Controller (Principal Accounting Officer)
- -------------------------------
Walter T. Knollenberg
27
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 Agreement and Plan of Merger among the Company, I M
Acquisition Corp., and Sudbury, Inc. dated as of November
18, 1996 (included as Exhibit 4 to the Company's Form 8-K
dated November 18, 1996, File No. 0-13787, previously
filed with the Commission and incorporated herein by
reference).
2.2 Agreement and Plan of Merger among South Coast Delaware,
Inc., Sudbury, Inc. and South Coast Terminals, Inc. dated
as of December 22, 1995 (included as Exhibit 2 to
Sudbury's Form 10-Q for the fiscal quarter ended November
30, 1995, File No. 1-10023, previously filed with the
Commission and incorporated herein by reference).
2.3 Agreement on the Sale and Transfer of Shares in IWESA
Gesellschaft fur Qualifizierten Maschinenbau between
Intermet Corporation, Mr. Axel Ganz and Mr. Armin Becker
dated October 30, 1996 (included as Exhibit 2.3 to the
Company's Form 10-K for the year ended December 31, 1996,
File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
2.4 Documentation regarding the sale and transfer of shares in
IWESA Gesellschaft fur Qualifizierten Maschinenbau between
Intermet Corporation, Mr. Axel Ganz and Mr. Armin Becker,
dated June 5, 1997 (included as Exhibit 2.1 to the
Company's Form 10-Q for the quarter ended June 30, 1997,
File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
2.5 Documentation regarding the sale and transfer of shares in
IWESA Gesellschaft fur Qualifizierten Maschinenbau between
Intermet Corporation and Mr. Armin Becker, dated June 18,
1997 (included as Exhibit 2.2 to the Company's Form 10-Q
for the quarter ended June 30, 1997, File No. 0-13787,
previously filed with the Commission and incorporated
herein by reference).
3.1 Amended and Restated Articles of Incorporation of the
Company (included as Exhibit 4.1 to the Company'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 By-Laws of the Company, as amended through October
17,1996.
3.3 Amendment to the by-Laws of the Company, adopted January
30, 1998 and effective April 16, 1998.
4.1 Promissory Note of Lynchburg Foundry Company, dated
December 1, 1973, payable to Industrial Development
Authority of the City of Lynchburg, Virginia in the
original principal amount of $4,400,000.*
4.2 Guaranty Agreement, dated December 1, 1973, by and between
The Mead Corporation and the Industrial Development
Authority of the City of Lynchburg, Virginia.*
4.3 Trust Indenture, dated December 1, 1973, by and among
Industrial Development Authority of the City of Lynchburg,
Virginia, Lynchburg Foundry Company and United Virginia
Bank, as trustee.*
4.4 Promissory Notes of Lynchburg Foundry Company, dated June
1, 1976, payable to Industrial Development Authority of
the City of Lynchburg, Virginia, in the original principal
amounts of $2,700,000, $1,000,000, $550,000 and $550,000,
respectively.*
4.5 Guaranty Agreement, dated June 1, 1976, of The Mead
Corporation in favor of Industrial Development Authority
of the City of Lynchburg, Virginia.*
4.6 Trust Indenture, dated June 1, 1976, by and among
Industrial Development Authority of the City of Lynchburg,
Virginia, Lynchburg Foundry Company and United Virginia
Bank, as trustee, with respect to Pollution Control
Revenue Bonds (Mead-Lynchburg Foundry Project), Series
1976, Series 1976A, Series 1976B and Series 1976C.*
4.7 Loan Contract, dated September 28, 1988, by and between
Columbus Neunkirchen Foundry GmbH and Saarlandische
Investitionskreditbank, relating to a loan in the original
principal amount of DM 740,000.*
4.8 Loan Contract, dated October 11, 1988, by and between
Columbus Neunkirchen Foundry GmbH and the Landesbank Saar
Girozentrale, relating to a loan in the original principal
amount of DM 1,550,000.*
4.9 Loan Contract, dated December 14, 1988, by and between
Columbus Neunkirchen Foundry GmbH and Saarlandische
Investitionskreditbank, relating to a loan in the
principal amount of DM 3,833,500.*
4.10 Loan Contract, dated March 1, 1989, by and between
Columbus Neunkirchen Foundry GmbH and Saarlandische
Investitionskreditbank, relating to a loan in the
principal amount of DM 2,000,000.*
4.11 Loan Contract, dated April 12, 1989, by and between
Columbus Neunkirchen Foundry GmbH and Landesbank Saar
Girozentrale, relating to a loan in the principal amount
of DM 2,725,000.*
4.12 Third Amended and Restated Credit Agreement, dated
November 14, 1996, by and among the Company, 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 the Company's Form 10-K for
the year ended December 31, 1996, File No. 0-13787,
previously filed with the Commission and incorporated
herein by reference).
4.13 Master Assignment and Acceptance Agreement dated December
9, 1996, by and among the Company and various lenders
named therein (included as Exhibit 4.15 to the Company's
Form 10-K for the year ended December 31, 1996, File No.
0-13787, previously filed with the Commission and
incorporated herein by reference).
4.14 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 the Company's Form 10-K for the year ended
December 31, 1995, File No. 0-13787, previously filed with
the Commission and incorporated herein by reference).
4.15 First Amendment to Amended and Restated Note Agreement,
dated as of January 31, 1997, by and between the Company
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 the Company's Form 10-K for the year ended
December 31, 1996, File No. 0-13787, previously filed with
the Commission and incorporated herein by reference).
4.16 Shareholder Protection Rights Agreement, dated as of
October 6, 1995 between the Company and Trust Company
Bank, as Rights Agent (included as Exhibit 4 to the
Company's Form 8-K, having an event date of October 6,
1995, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).
4.17 Amendment No. 1, dated October 16, 1997, to the
Shareholder Protection Rights Agreement, dated October 6,
1995, between the Company and Trust Company Bank, as
Rights Agent (included as Exhibit 4 to the Company's Form
8-A12G/A, 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
Company's registration statement on Form S-14, File No.
2-90815, previously filed with the Commission and
incorporated herein by reference).**
10.1(b) Amendment No. 1 to the Intermet Corporation Key Individual
Stock Option Plan, dated as of August 4, 1988 (included as
Exhibit 10.2 to the Company'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 Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1988, File No.
0-13787, previously filed with the Commission and
incorporated herein by reference).**
10.2(a) Form of Intermet Corporation Directors Stock Option
Agreement (included as Exhibit 10.4 to the Company'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(b) Intermet Corporation Director's Stock Option Plan
(included as Exhibit 10.6 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1990,
File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).**
10.3 Intermet Corporation Executive Stock Option and Incentive
Award Plan (included as Exhibit 4 to the Company's Form
S-8, File No. 33-59011, previously filed with the
Commission and incorporated herein by reference)**
10.4 Asset Purchase Agreement among Intermet Corporation,
Intermet Machining, Inc., PBM Industries, Inc. and PBM
Acquisition Limited, dated September 6, 1995, as amended
by Amendments 1, 2 and 3 thereto (included as an Exhibit
to the Company's Form 8-K dated October 6, 1995, File No.
0-13787, previously filed with the Commission and
incorporated herein by reference).
10.5 Asset Purchase Agreement by and among Ricardo North
American Detroit, Inc., Ricardo Group, plc., InterMotive
Technologies, Inc. and Intermet Corporation, dated October
12, 1995 (included as an Exhibit to the Company's Form 8-K
dated October 18, 1995, File No. 0-13787, previously filed
with the Commission and incorporated herein by reference).
10.6(a) Agreement for Purchase and Sale of Assets of
Bodine-Robinson, Inc. among the Company, Alexander City
Casting Company, Inc., Bodine-Robinson, Inc., Joe Robinson
and Robinson Foundry, Inc., dated November 15, 1995
(included as Exhibit 2(a) to the Company's Form 8-K dated
November 15, 1995 (the "Robinson 8-K"), File No. 0-13787,
previously filed with the Commission and incorporated
herein by reference).
10.6(b) Agreement for Purchase and Sale of Certain Assets of
Robinson Foundry, Inc. among the Company, Alexander City
Casting Company, Inc., Bodine-Robinson Foundry, Inc., Joe
Robinson and Robinson Foundry, Inc., dated November 15,
1995 (included as Exhibit 2(b) to the Robinson 8-K, File
No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
10.6(c) Management Agreement among Joe Robinson, the Company and
Alexander City Casting Company, Inc., dated November 15,
1995 (included as Exhibit 2(c) to the Robinson 8-K, File
No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
10.6(d) Registration Rights Agreement between the Company and
Robinson Foundry, Inc., dated November 15, 1995 (included
as Exhibit 2(d) to the Robinson 8-K, File No. 0-13787,
previously filed with the Commission and incorporated
herein by reference).
10.7 Operating Committee 1998 Profit Sharing Plan.**
10.8(a) Intermet Corporation Salaried Employees Severance Plan
effective as of October 1, 1993 (included as Exhibit
10.16(a) to the Company'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).**
10.8(b) Amendment No. 1 to the Intermet Corporation Salaried
Employees Severance Plan, dated December 20, 1993
(included as Exhibit 10.16(b) to the Company'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).**
10.9 Intermet Salary Continuation Plan (included as Exhibit
10.18 to the Company'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 Form of employment agreement by and between the Company
and the executive officers of the Company, other than John
Doddridge, effective November 1, 1996 (included as Exhibit
10.21 to the Company's Form 10-K for the year ended
December 31, 1995, File No. 0-13787, previously filed with
the Commission and incorporated herein by reference).**
10.11 Employment Agreement, dated October 26, 1995, by and
between the Company and John Doddridge (included as
Exhibit 10.22 to the Company's Form 10-K for the year
ended December 31, 1995, File No. 0-13787, previously
filed with the Commission and incorporated herein by
reference).**
10.12 Employment Agreement, dated December 27, 1996, by and
between the Company and David L. Neilson (included as
Exhibit 10.24 to the Company's Form 10-K for the year
ended December 31, 1996, File No. 0-13787, previously
filed with the Commission and incorporated herein by
reference).**
10.13 1997 Directors' Deferred Compensation Plan (included as
Exhibit 10.25 to the Company's Form 10-K for the year
ended December 31, 1996, File No. 0-13787, previously
filed with the Commission and incorporated herein by
reference).**
10.14(a) Agreement and Plan of Merger dated November 7, 1989 among
Sudbury, Inc., Western, General Products Delaware
Corporation, General Products Angola Corporation and
General Products Corporation (included as Exhibit (10)(b)
to Sudbury's Form 8-K filed for the November 7, 1989
event, File No. 1-10023, previously filed with the
Commission and incorporated herein by reference).
10.14(b) Asset Purchase Agreement dated November 7, 1989 among
Sudbury, Inc., Western and General Products Delaware
Corporation (included as Exhibit (10)(a) to Sudbury's Form
8-K filed for the November 7, 1989 event, File No.
1-10023, previously filed with the Commission and
incorporated herein by reference).
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 Company.
23 Consent of Independent Auditors (included herein on Page
F-1).
24 Power of Attorney is included on the signature pages of
this Report.
27 Financial Data Schedule.
99 Notice of Annual Meeting of Shareholders to be held April
16, 1998 and related Proxy Statement of the Company, dated
March 9, 1998 (previously filed with the Commission on
March 6, 1998 and incorporated herein by reference).
* This instrument defines the rights of holders of long-term
debt of the Company not being registered and the total
amount of securities authorized under the instrument does
not exceed ten percent of the total assets of the Company
and its subsidiaries on a consolidated basis. This
instrument is not being filed, but the Company 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 reports on Form 8-K were filed by the Company for the fourth quarter of
1997.
(c) The Company hereby files as exhibits to this Report the exhibits set forth
in Item 14(a)(3) hereof.
(d) The Company hereby files as financial statement schedules to this Report
the financial statement schedules set forth in Item 14(a)(2) hereof.