<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JANUARY 21, 1997
IMCO Recycling Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-7170 75-2008280
(Commission File Number) (IRS Employer Identification No.)
5215 North O'Connor Blvd., Suite 940, Irving, Texas 75039
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (972) 869-6575
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
*(a) Financial Statements of Businesses Acquired:
Financial Statements of IMSAMET, Inc.
- Report of Independent Auditors
- Consolidated Balance Sheet at December 31, 1996
- Consolidated Statement of Earnings for the year ended December 31,
1996
- Consolidated Statement of Stockholder's Equity for the year ended
December 31, 1996
- Consolidated Statement of Cash Flows for the year ended December 31,
1996
- Notes to Consolidated Financial Statements
*(b) Pro Forma Financial Information
- Condensed Consolidated Pro Forma Balance Sheet at December 31, 1996
- Condensed Consolidated Pro Forma Statement of Earnings for the year
ended December 31, 1996
- Notes to Condensed Consolidated Pro Forma Financial Statements
(c) Exhibits:
** 2.1 Stock Purchase Agreement by and among IMCO Recycling Inc.,
EnviroSource, Inc. and IMSAMET, Inc. dated November 26, 1996. (In
accordance with Item 601 of Regulation S-K, the copy of the IMSAMET
Agreement filed with the Securities and Exchange Commission (the
"Commission") does not include the schedules or exhibits thereto. The
Company agrees to furnish such information supplementally to the
Commission upon request.)
** 2.2 Amendment No. 1 to Stock Purchase Agreement by and among IMCO
Recycling Inc., EnviroSource, Inc. and IMSAMET, Inc. dated January 21,
1997.
** 2.3 Credit Agreement by and among IMCO Recycling Inc., the Subsidiary
Guarantors named therein, the Lenders thereunder, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Texas Commerce
Bank National Association, dated January 21, 1997. (In accordance
with Item 601 of Regulation S-K, the copy of the Credit Agreement
filed with the Commission does not include the schedules or exhibits
thereto. The Company agrees to furnish such information
supplementally to the Commission upon request.)
** 2.4 Security Agreement by and among IMCO Recycling Inc., the
Subsidiary Guarantors named therein and Texas Commerce Bank National
Association as Administrative Agent for the Lenders, dated January 21,
1997.
* 23.1 Consent of Ernst & Young LLP
- ----------------------
* Filed herewith.
** Previously filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IMCO RECYCLING INC.
By: /s/ Robert R. Holian
----------------------------------
Robert R. Holian
Vice President and Controller
Principal Accounting Officer
Date: April 4, 1997
<PAGE>
Report of Independent Auditors
The Board of Directors
IMCO Recycling Inc.
We have audited the accompanying consolidated balance sheet of IMSAMET, Inc. as
of December 31, 1996, and the related consolidated statements of income,
stockholder's equity and cash flows for the year then ended. These financial
statements are the responsibility of the management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of IMSAMET, Inc. as
of December 31, 1996, and the consolidated results of its operations and its
cash flows for the year then ended, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Dallas, Texas
March 13, 1997
<PAGE>
IMSAMET, Inc.
Consolidated Balance Sheet
December 31, 1996
ASSETS
Current assets:
Cash and cash equivalents $ 824,625
Accounts receivable 3,881,897
Other receivables 199,373
Inventories (NOTE 2) 1,251,102
Prepaid expenses 387,263
-------------
Total current assets 6,544,260
Property and equipment:
Land 424,916
Buildings and improvements 10,951,561
Machinery, equipment, and improvements 19,055,136
30,431,613
Less accumulated depreciation 12,574,976
-------------
Property and equipment, net 17,856,637
Investment in joint venture 914,280
Goodwill, net of accumulated amortization of $4,313,310 12,947,923
Other assets 1,228,806
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Total assets $ 39,491,906
-------------
-------------
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 1,209,771
Accrued salaries and benefits 176,233
Accrued liabilities 484,120
-------------
Total current liabilities 1,870,124
Minority interest 1,525,917
Deferred income taxes (NOTE 3) 650,000
Stockholder's equity
Common stock; par value $1; 1,000 shares authorized;
1,000 shares issued and outstanding 1,000
Additional paid-in capital 34,246,672
Retained earnings 1,198,193
-------------
Total stockholder's equity 35,445,865
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Total liabilities and stockholder's equity $ 39,491,906
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SEE ACCOMPANYING NOTES.
<PAGE>
IMSAMET, Inc.
Consolidated Statement of Earnings
Year ended December 31, 1996
Revenues (NOTE 6) $ 37,399,174
Cost of sales (NOTE 4) 31,115,640
-------------
Gross profit 6,283,534
Selling, general, and administrative expenses 2,275,906
Minority interest 446,263
Equity in earnings of joint venture (149,629)
Loss on disposal of assets 60,288
Interest expense to affiliates, net (NOTE 4) 1,532,958
-------------
Income before income taxes 2,117,748
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Provision for income taxes (NOTE 3) 615,000
-------------
Net earnings $ 1,502,748
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SEE ACCOMPANYING NOTES.
<PAGE>
IMSAMET, Inc.
Consolidated Statement of Stockholder's Equity
Year ended December 31, 1996
<TABLE>
<CAPTION>
COMMON STOCK Additional Retained
---------------------- Paid-In Earnings
Shares Amount Capital (Deficit) Total
------ ------ ------- --------- ------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1995 1,000 $ 1,000 $ 18,597,229 $ (304,555) $ 18,293,674
Net earnings - - - 1,502,748 1,502,748
Net payable to affiliates
contributed to capital (NOTE 4) - - 15,649,443 - 15,649,443
------- -------- ------------- ------------ -------------
Balance at December 31, 1996 1,000 $ 1,000 $ 34,246,672 $ 1,198,193 $ 35,445,865
------- -------- ------------- ------------ -------------
------- -------- ------------- ------------ -------------
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
IMSAMET, Inc.
Consolidated Statement of Cash Flows
Year ended December 31, 1996
OPERATING ACTIVITIES
Net earnings $ 1,502,748
Non cash items included in income:
Depreciation and amortization 2,948,916
Minority interest 446,263
Equity in earnings of joint venture (149,629)
Loss on sale of assets 60,288
Deferred income tax benefit (88,586)
Changes in assets and liabilities:
Accounts receivable (231,742)
Other receivables (52,208)
Inventories 627,403
Prepaid expenses 42,279
Other assets (4,070)
Accounts payable (153,571)
Repayment of payable to affiliate, net (1,797,889)
Accrued salaries and benefits (352,594)
Accrued liabilities (328,061)
------------
Net cash provided by operating activities 2,469,547
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INVESTING ACTIVITIES
Additions to property and equipment (1,078,860)
Proceeds from investiment in joint venture 200,000
Payments to minority interest (390,000)
Proceeds from sale of equipment 32,816
------------
Net cash used in investing activities (1,236,044)
FINANCING ACTIVITIES
Repayment of debt (972,646)
Net increase in cash and cash equivalents 260,857
Cash and cash equivalents at beginning of year 563,768
------------
Cash and cash equivalents at end of year $ 824,625
------------
------------
SEE ACCOMPANYING NOTES.
<PAGE>
IMSAMET, Inc.
Notes to Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
IMSAMET, Inc. and its subsidiaries (the Company), a wholly owned subsidiary of
EnviroSource Inc., ("EnviroSource") at December 31, 1996.
In January 1997, all of the Company's outstanding common stock was acquired by
IMCO Recycling Inc. ("IMCO") for $58,000,000 in cash. IMCO operates and owns or
has an interest in aluminum recycling plants located in the United
States and Europe.
The Company's principal business involves the owning and operating of aluminum
recycling facilities. The Company recycles scrap material for a fee and returns
the material to its customers. The Company also purchases aluminum scrap on the
open market, recycles, and sells it.
All significant intercompany accounts and transactions have been eliminated upon
consolidation. Investments in affiliated companies, owned 50% or less, are
recorded by the Company on the equity method.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
INVENTORIES
Inventories are stated at the lower of cost (moving average) or market.
<PAGE>
IMSAMET, Inc.
Notes to Consolidated Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CREDIT RISK
A majority of the Company's accounts receivable are due from companies in the
aluminum industry. Credit is extended based on evaluation of the customers'
financial condition and, generally, collateral is not required. Credit losses
have historically been minimal.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Major renewals and improvements are
capitalized, while maintenance and repairs are expensed when incurred.
Depreciation is computed by the straight-line method over the estimated useful
lives of the related assets. Estimated useful lives range from seven to 15
years for buildings and improvements and three to 15 years for machinery and
equipment.
Depreciation expense for the year ended December 31, 1996 was $2,224,614.
The Company reviews its property and equipment for impairment when changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Impairment is measured as the amount by which the carrying amount
of the asset exceeds the estimated fair value of the asset less disposal costs.
GOODWILL
Goodwill is amortized on a straight-line basis over 15 to 40 years. Management
regularly reviews the remaining goodwill with consideration toward recovery
through future operating results. Amortization of goodwill was $540,708 for the
year ended December 31, 1996.
2. INVENTORIES
Inventories consist of the following at December 31, 1996:
Raw materials $ 189,668
Finished goods 1,061,434
------------
$ 1,251,102
------------
------------
<PAGE>
IMSAMET, Inc.
Notes to Consolidated Financial Statements (continued)
3. INCOME TAXES
The results of operations of the Company for the year ended December 31, 1996
will be included in the consolidated income tax returns of EnviroSource. The
current income tax provision included in the statement of earnings reflects
amounts paid to EnviroSource. The Company uses the asset and liability method
of accounting for deferred income taxes, whereby, a deferred tax asset or
liability is recognized for estimated future tax effects attributable to
temporary differences and carryforwards.
The components of the provision for income taxes for the year ended December 31,
1996 were as follows:
Current:
Federal $ 251,586
State and local 452,000
-----------
Total current 703,586
Deferred:
Federal (71,561)
State and local (17,025)
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Total deferred (88,586)
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Provision for income taxes $ 615,000
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-----------
The provision for income taxes computed by applying the federal statutory tax
rate to earnings before income taxes differed from the provision for income
taxes as follows for the year ended December 31, 1996:
Income taxes at the federal statutory rate $ 741,211
State income taxes 282,734
Adjustment resulting from inclusion in
consolidated returns of EnviroSource (408,945)
-----------
Provision for income taxes $ 615,000
-----------
-----------
The entire balance of deferred tax liabilities at December 31, 1996 relates to
temporary differences resulting from accelerated depreciation of property and
equipment for income tax purposes.
<PAGE>
IMSAMET, Inc.
Notes to Consolidated Financial Statements (continued)
4. CERTAIN RELATED PARTY TRANSACTIONS
For the year ended December 31, 1996, the Company was included under workers'
compensation and general liability insurance policies of EnviroSource.
EnviroSource charged the Company $113,779 for this coverage. Also for the year
ended December 31, 1996, the Company participated in EnviroSource's multi-
employer pension and profit sharing plans and was charged $73,372. The Company
believes these charges approximate EnviroSource's cost of providing the
insurance coverage and employee benefits.
For the year ended December 31, 1996, EnviroSource charged the Company a
management fee of $1,272,000.
During the year ended December 31, 1996, EnviroSource charged the Company
interest on the balance of the Company's payable to EnviroSource at a rate of
prime plus two percent. The net payable to EnviroSource and its affiliates was
contributed to capital on December 31, 1996.
5. LEASE COMMITMENTS
The Company operates facilities in Arizona and Utah that are situated on land
rented from third parties under noncancelable operating lease agreements. The
Company has other operating leases, primarily for transportation equipment. Rent
expense for the year ended December 31, 1996 was $666,889. Future minimum lease
payments for all noncancelable operating leases as of December 31, 1996, amount
to $453,098 in 1997, $437,213 in 1998, $324,527 in 1999, $166,422 in 2000, and
$39,189 in 2001.
6. MAJOR CUSTOMERS
The Company markets the aluminum it produces to distributors and end users,
principally in the United States. One customer accounted for approximately 35%
of the Company's revenues for the year ended December 31, 1996.
<PAGE>
PRO FORMA FINANCIAL INFORMATION
On January 21, 1997, IMCO Recycling Inc., (the "Company"), acquired 100%
of the issued and outstanding capital stock of IMSAMET, Inc., ("IMSAMET"), in
exchange for $58,000,000 in cash pursuant to the terms of a Stock Purchase
Agreement (the "IMSAMET Agreement") among the Company, IMSAMET and
EnviroSource, Inc. IMSAMET, through its wholly-owned subsidiaries Imsamet of
Utah, Inc. and Imsamet of Idaho, Inc., operates aluminum processing
facilities in Wendover, Utah and Post Falls, Idaho, respectively. IMSAMET
also owns a seventy percent partnership interest in an aluminum processing
facility in Goodyear, Arizona. These three facilities process and recycle
aluminum scrap and drosses. IMSAMET also owns a fifty percent partnership
interest in a salt recovery facility in Wendover, Utah. The Company intends
to continue operating the business and assets of IMSAMET in a similar manner
as they were operated prior to the Company's acquisition of IMSAMET.
The unaudited condensed consolidated pro forma statements of earnings for
the year ended December 31, 1996 have been derived from historical
consolidated financial statements of both the Company and IMSAMET. Both the
Company and IMSAMET's year end is December 31. The condensed consolidated
pro forma statements of earnings have been prepared assuming the acquisition
occurred as of the beginning of the period.
The unaudited pro forma condensed consolidated balance sheet as of
December 31, 1996 has been prepared as if the acquisition of IMSAMET had
occurred on that date and reflects the adjustments as shown in the footnotes
following the pro forma statements.
In the opinion of the Company this information reflects all adjustments
necessary to present fairly such pro forma data; however, such statements
should not be considered indicative of the actual results that would have
been achieved had the acquisition been completed on the dates or periods
indicated, and they do not purport to indicate the results of earnings as of
any future date or for any future periods.
The acquisition has been accounted for by the purchase method.
Accordingly, the assets and liabilities of IMSAMET have been adjusted to
their estimated fair values, as determined by the management of the Company,
to reflect the allocation of the costs of the acquisition by the Company.
<PAGE>
IMCO RECYCLING INC.
CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
AT DECEMBER 31, 1996
(IN THOUSANDS)
<TABLE>
PRO PRO
FORMA FORMA
IMCO IMSAMET ADJUSTMENT TOTAL
-------- ------- ---------- -----
ASSETS
<S> <C> <C> <C> <C>
Current assets $ 53,316 $ 6,544 $110,100 (A)
(58,000)(B)
(52,100)(C) $ 59,860
Property and equipment, net 86,308 17,857 5,000 (F) 109,165
Intangible assets 9,533 12,948 2,660 (C)
(243)(D)
26,023 (F) 50,921
Investments in joint ventures 14,187 914 - 15,101
Investment in IMSAMET - - 58,000 (B)
1,990 (E)
250 (C)
(60,240)(F) -
Other assets, net 1,363 1,229 (1,229)(F) 1,363
-------- ------- -------- --------
TOTAL ASSETS $164,707 $39,492 $ 32,211 $236,410
-------- ------- -------- --------
-------- ------- -------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 20,667 $ 1,870 $ 5,500 (A)
(2,000)(C)
(2,000)(C)
(737)(C)
750 (E) $ 24,050
Long-term debt 48,202 - 104,600 (A)
(42,500)(C) 110,302
Other long-term liabilities 1,647 1,526 1,240 (E)
5,000 (F) 9,413
Deferred income taxes 5,856 650 (742)(C)
(92)(D) 5,672
Stockholders' equity 88,335 35,446 (1,211)(C)
(151)(D)
(35,446)(F) 86,973
-------- ------- -------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $164,707 $39,492 $ 32,211 $236,410
-------- ------- -------- --------
-------- ------- -------- --------
</TABLE>
See accompanying notes to condensed consolidated pro forma financial statements.
<PAGE>
IMCO RECYCLING INC.
CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
PRO PRO
FORMA FORMA
IMCO IMSAMET ADJUSTMENT TOTAL
----------- -------- ----------- ----------
<S> <C> <C> <C> <C>
REVENUES $ 210,871 $ 37,399 $ - $248,270
Cost of sales 185,333 31,116 (1,272)(G)
500 (H) 215,677
----------- -------- ----------- ----------
GROSS PROFIT 25,538 6,283 772 32,593
Selling, general and
administrative expenses 11,774 2,336 (902)(I)
574 (J) 13,782
Interest expense 3,421 1,533 3,274 (K) 8,228
Interest income (623) - - (623)
Equity in (earnings) loss of
joint ventures 114 (150) - (36)
----------- -------- ----------- ----------
INCOME BEFORE PROVISION FOR
INCOME TAXES, MINORITY INTEREST,
AND EXTRAORDINARY ITEM 10,852 2,564 (2,174) 11,242
Provision for income taxes 4,132 615 (306)(L) 4,441
----------- -------- ----------- ----------
INCOME BEFORE EXTRAORDINARY ITEM
AND MINORITY INTEREST 6,720 1,949 (1,868) 6,801
Minority interest - 446 (30)(M) 416
----------- -------- ----------- ----------
EARNINGS BEFORE EXTRAORDINARY ITEM $6,720 $1,503 $(1,838) $6,385
----------- -------- ----------- ----------
----------- -------- ----------- ----------
NET EARNINGS PER COMMON SHARE
BEFORE EXTRAORDINARY ITEM $0.55 $0.52
----------- ----------
----------- ----------
Weighted average common and common
equivalent shares outstanding 12,308,904 12,308,904
----------- ----------
----------- ----------
</TABLE>
See accompanying notes to condensed consolidated pro forma financial statements.
<PAGE>
IMCO RECYCLING INC.
DECEMBER 31, 1996
NOTES TO CONDENSED CONSOLIDATED
PRO FORMA FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
The pro forma adjustments to the historical financial statements are as
follows:
A. To record proceeds under new Credit Agreement dated January 21, 1997.
B. To record purchase of the capital stock of IMSAMET, Inc.
C. To record the following payments:
Repayment of existing debt--long-term $42,500
Repayment of existing debt--current maturities of long-term 2,000
Repayment of existing debt--short-term 2,000
Payment of accrued interest on existing debt 737
Payment of debt issuance costs for new Credit Agreement 2,660
Payment for penalty on early retirement of debt 1,953
Other 250
-------
Total payments $52,100
-------
-------
The early debt retirement payment penalty resulted in an extraordinary loss
of $1,211 net income tax benefit of $742.
D. To record the write-off of existing debt issuance costs of $243 which
resulted in an extraordinary loss of $151 net income tax benefit of $92.
E. To record accrual of severance pay and other merger related costs.
F. To adjust assets and liabilities under the purchase method of accounting
based on the Company's purchase price. The Company's purchase price has
been allocated to the consolidated assets and liabilities of IMSAMET, Inc.
based on preliminary estimates of fair values with the remaining purchase
price allocated to goodwill. The information presented herein may differ
from the actual purchase price allocation.
The preliminary allocation of the purchase price included in the pro forma
balance sheet is summarized as follows:
Working capital $ 4,674
Property and equipment 22,857
Goodwill 38,971
Other noncurrent assets 914
Noncurrent liabilities (7,176)
-------
Total $60,240
-------
-------
<PAGE>
IMCO RECYCLING INC.
DECEMBER 31, 1996
NOTES TO CONDENSED CONSOLIDATED
PRO FORMA FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
G. To reverse management fees charged IMSAMET by its former parent.
H. To reflect additional depreciation expense on the fair value of the assets
acquired. Pro forma depreciation is computed on a straight-line method
over the estimated useful lives of the assets acquired.
I. To eliminate expenses related to the IMSAMET corporate office which would
not have been incurred had the acquisition occurred at the beginning of the
period.
J. To record net increase in amortization expense for goodwill acquired and
debt issuance costs for the new Credit Agreement. Goodwill is amortized on
a straight-line basis over a 40 year life, and debt issuance costs are
amortized over the 7 year term of the Credit Agreement.
K. To adjust interest expense to (i) eliminate interest expense on the
existing debt of the Company which was retired ($3,120), (ii) eliminate
interest expense incurred by IMSAMET on debt to its former parent ($1,533),
and (iii) record interest expense on borrowings under the new Credit
Agreement ($7,927). Pro forma interest expense on borrowings under the new
Credit Agreement was computed using LIBOR plus 1.5%. An increase of .125%
in the assumed interest rate would increase pro forma interest expense by
$138 for the year.
L. To record additional income taxes based on the combined effective federal
and state income tax rates as if the acquisition had occurred at the
beginning of the year.
M. To adjust minority interest related to additional depreciation expense.
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- --------------------------------------------------------------------------------
**2.1 Stock Purchase Agreement by and among IMCO Recycling Inc.,
EnvirSource, Inc. and IMSAMET, Inc. dated November 26, 1996. (In
accordance with Item 601 of Regulation S-K, the copy of the IMSAMET
Agreement filed with the Securities and Exchange Commission (the
"Commission") does not include the schedules or exhibits thereto. The
Company agrees to furnish such information supplementally to the
Commission upon request.)
**2.2 Amendment No. 1 to Stock Purchase Agreement by and among
IMCO Recycling Inc., EnviroSource, Inc. and IMSAMET, Inc. dated
January 21, 1997.
**2.3 Credit Agreement by and among IMCO Recycling Inc., the
Subsidiary Guarantors named therein, the Lenders thereunder,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and Texas Commerce Bank National Association, dated
January 21, 1997. (In accordance with Item 601 of Regulation S-K,
the copy of the Credit Agreement filed with the Commission does not
include the schedules or exhibits thereto. The Company agrees to
furnish such information supplementally to the Commission upon
request.)
**2.4 Security Agreement by and among IMCO Recycling Inc., the
Subsidiary Guarantors named therein and Texas Commerce Bank
National Association as Administrative Agent for the Lenders, dated
January 21, 1997.
*23.1 Consent of Ernst & Young LLP
- -----------------------
* Filed herewith.
** Previously filed.
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-26641, Form S-8 No. 33-34745, Form S-8 No. 33-76780, Form S-8
No. 333-00075, and Form S-8 No. 333-07091) pertaining to the Nonqualified Stock
Option Plan of IMCO Recycling Inc., the IMCO Recycling Inc. Amended and Restated
Stock Option Plan, the IMCO Recycling Inc. 1992 Stock Option Plan, and the IMCO
Recycling Inc. Annual Incentive Program of our report dated March 13, 1997, with
respect to the consolidated financial statements of IMSAMET, Inc. as of and for
the year ended December 31, 1996 included in the Form 8-K of IMCO Recycling Inc.
dated January 21, 1997.
Ernst & Young LLP
Dallas, Texas
April 4, 1997
