<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the fiscal year ended December 31, 1994.
Commission File No. 0-13787
/ / Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Intermet Corporation
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(Exact name of Registrant as specified in its charter)
Georgia
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(State or other jurisdiction of incorporation or organization)
58-1563873
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(I.R.S. Employer Identification No.)
Suite 1600, 2859 Paces Ferry Road, Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(404) 431-6000
Name of each exchange on which registered: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.10
par value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10K. ___.
Aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of March 16, 1995 was $133,155,939 based on the closing
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sale price of the Common Stock as quoted on The Nasdaq Stock Market, $7.00. See
Item 12.
At March 16, 1995 there were 24,662,225 shares of Common Stock, $0.10 par
value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1994 are incorporated by reference into Parts I and II.
Portions of the Registrant's definitive Proxy Statement for the 1995 Annual
Meeting of Shareholders, filed with the Commission, are incorporated by
reference into Part III.
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PART I
ITEM 1. BUSINESS
General
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The Registrant is a leading independent manufacturer of precision ductile and
gray iron castings, with production facilities in North America and Germany.
The Registrant's castings are used primarily in passenger cars and light trucks,
as well as in heavy trucks. The castings also have railroad, municipal and
construction applications. The Registrant specializes in safety-related parts
critical to vehicle control that meet its customers' exacting metallurgical,
dimensional and quality control standards. Products manufactured for the
automotive, light truck and heavy truck industries include brake parts, steering
components, differential cases, camshafts and crankshafts. The Registrant
provides castings used by over 20 automobile manufacturers throughout the world,
including Ford, Chrysler, General Motors, Volkswagen, BMW and Mercedes-Benz.
As used herein, the term "Registrant" refers collectively to Intermet
Corporation and its subsidiaries, and their respective predecessors, except
where otherwise indicated by context.
Recent Developments
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On October 27, 1994, George W. Mathews, Jr. retired as Chairman, Chief
Executive Officer and President of the Registrant. Curtis W. Tarr retired as
Vice Chairman of the Registrant and President of Intermet International, Inc. as
of December 31, 1994. Both Mr. Mathews and Mr. Tarr remain directors of the
Registrant. Mr. Mathews was succeeded by John Doddridge as Chairman and Chief
Executive. See Item 11, "EXECUTIVE COMPENSATION" for a description of the terms
of the retirement arrangements and employment agreement entered into by the
Registrant.
A number of one-time adjustments were recorded in the fourth quarter of 1994
which resulted in the Registrant's posting a net loss for the year. These
adjustments included Board-approved retirement pay for Mr. Mathews and Mr. Tarr,
accrual of severance benefits related to the planned termination of salaried
employees, the write down of certain idle and underutilized equipment, the write
off of remaining goodwill related to a subsidiary, PBM Industries, Inc., and the
write off of the Registrant's investment in a joint venture with Comalco
Aluminum, Ltd. ("Comalco"), from which the Registrant plans to withdraw. These
adjustments reduced the Registrant's operating profit by $16.3 million in 1994.
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Products, Markets and Sales
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The Registrant specializes in safety-related parts critical to vehicle
control, including brake parts and steering system components, as well as
differential cases, camshafts and crankshafts. Products for other industries
include brackets, valves and railroad adaptors.
The Registrant has had a longstanding quality assurance program and is
committed to maintaining its reputation for high quality products and timely
delivery. Most of the Registrant's facilities hold Ford's Q-1 quality award
and/or Chrysler's PENTASTAR award.
The Registrant markets its products exclusively through its own sales and
customer service staff, except in Europe where it also uses independent sales
representatives. The Registrant currently maintains sales offices in Michigan
and Germany. The Registrant produces principally to customer order and does not
maintain any significant inventory of finished goods not on order.
The Registrant provides extensive production and technical training to its
sales staff. This technical background enables the sales staff to act as an
effective liaison between customers and the Registrant's production personnel
and permits the Registrant to offer customer assistance at the design stage of
major casting programs. The Registrant also employs quality assurance
representatives and engineers who work with customers' manufacturing personnel
to detect and avoid potential problems and to develop new product opportunities
for the Registrant. In addition to working with customer purchasing personnel,
the Registrant's sales engineers confer with design engineers and other
technical staff.
During 1992, 1993 and 1994, direct sales to Ford accounted for 20%, 23% and
23%, respectively, direct sales to Chrysler accounted for 22%, 23% and 23%,
respectively, and direct sales to General Motors Corporation accounted for 10%,
12% and 14%, respectively, of the Registrant's consolidated net sales. The loss
of any of these customers or a substantial reduction in their purchases from the
Registrant would have a material adverse effect on the Registrant. The
Registrant's six largest customers accounted for approximately 73%, 78% and 79%
of the Registrant's consolidated net sales during 1992, 1993 and 1994,
respectively.
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The following table sets forth information regarding sales by the Registrant
to customers in these markets during 1992, 1993 and 1994.
<TABLE>
<CAPTION>
1992 1993 1994
-------------- -------------- --------------
Sales % Sales % Sales %
----- --- ----- --- ----- ---
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
North American passenger cars and light trucks....... $272,200 68 $327,900 74 $380,100 76
North American industrial............................ 41,900 10 45,000 10 46,100 9
European passenger cars and light
trucks.............................................. 87,900 22 71,300 16 75,100 15
-------- -------- --------
Total Sales.......................................... $402,000 $444,200 $501,300
======== ======== ========
</TABLE>
In 1994 reported sales included 419,000 tons of casting shipments, compared
to 381,000 tons in 1993. The Registrant's foundries operated at 84% of average
annual capacity during 1994, compared to 82% during 1993. The Registrant's
foundries in production during 1994 operated at an average annual capacity of
99% during 1994, while the Registrant's foundries in production during 1993
operated at an average annual capacity of 84% during 1993.
Manufacturing, Machining and Design
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The Registrant produces both ductile and gray iron castings. Gray iron, the
oldest and most widely used cast iron, is readily cast into intricate shapes
that are easily machinable and wear resistant. Ductile iron, which is produced
by removing sulphur from the molten iron and adding magnesium and other alloys,
has greater strength and elasticity than gray iron, and its use as a higher
strength substitute for gray iron and a lower-cost substitute for steel has
grown steadily. For the years ended December 31, 1992, 1993 and 1994, sales of
ductile iron castings represented 85%, 87% and 89%, respectively, of the
Registrant's total sales of castings, the balance being gray iron. The
Registrant's castings range in size from small pieces weighing less than one
pound to castings weighing up to 100 pounds.
The manufacturing process involves melting steel scrap and pig iron in cupola
or electric furnaces, adding various alloys and pouring the molten metal into
molds made primarily of sand. The molten metal solidifies and cools in the
molds, and the molds are broken and removed.
Customers usually specify the properties their castings are to embody, such
as hardness and strength, and the Registrant determines how best to meet those
specifications. Constant testing and monitoring of the manufacturing process is
necessary to maintain the quality and performance consistency of the castings.
Electronic testing and monitoring equipment, including x-ray, cobalt x-ray,
ultrasonic and magnetic-particle testing equipment, is used extensively in
grading scrap metal, analyzing molten metal and testing castings. The
Registrant also uses its testing
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equipment and procedures to provide particular tests requested by a customer for
its castings.
Many castings require machining (which may include drilling, threading or
cutting operations) before they can be put to their ultimate use. Most
customers machine their own castings or have them machined by third parties.
The Registrant operates facilities in Columbus, Georgia and Chesterfield,
Michigan, where it machines castings produced by it or by others. The
Registrant also contracts with other companies to machine castings it produces
before shipment to customers.
The Registrant's design and engineering teams assist the customer, when
requested, in the initial stages of product creation and modification. Among
other computer-aided design techniques, the Registrant uses three-dimensional
solid modeling software in conjunction with rapid prototype equipment. This
equipment greatly enhances the Registrant's design flexibility and, depending on
the complexity of the product, can reduce the time required to produce sample
castings for customers by several weeks.
Research and Development
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The Registrant conducts process and product development programs, principally
at its separate research and development foundry located adjacent to the Archer
Creek facility in Lynchburg, Virginia, and to a lesser extent at the
laboratories in its other facilities. Current research and testing projects
encompass both new manufacturing processes and product development. The
research foundry has a self-contained melting and molding facility with complete
metallurgical, physical and chemical testing capabilities. The work on new
manufacturing processes is focused on ways to lower costs and improve quality.
Product development work includes projects to enhance existing iron castings,
such as austempering, which enhances the strength and elasticity of iron, as
well as projects to develop new products, such as the conversion of forgings to
castings. Amounts expensed for research and development totalled $1.4 million,
$1.6 million and $1.5 million in 1992, 1993 and 1994, respectively.
Competition
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The Registrant competes with many other foundries, both in the United States
and Europe. Some of these foundries are owned by major users of iron castings,
and a number of foundry operators have, or are subsidiaries of companies which
have, greater financial resources than the Registrant. For example, the three
largest domestic automobile manufacturers, which are among the Registrant's
largest customers, operate their own foundries. However, they also purchase a
significant amount of castings from the Registrant and others, and there is a
trend toward increased outsourcing by the domestic original equipment
manufacturers. Castings produced by the Registrant also compete to some degree
with malleable iron castings, other metal castings and steel forgings.
The machining industry is highly fragmented and competitive. As in the
foundry industry, large purchasers of machined components
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often have significant in-house capabilities to perform their own machining
work.
The Registrant competes primarily on the basis of product quality,
engineering, service and price. The Registrant emphasizes its ability to
produce complex, precision-engineered products in order to compete for value-
added castings that generally provide a higher profit margin.
Raw Materials
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The primary raw material used by the Registrant to manufacture iron castings
is steel scrap. The Registrant is not dependent on any single supplier of
scrap. The Registrant has no long-term contractual commitments with any scrap
supplier and does not anticipate any difficulties in obtaining scrap because of
the large number of suppliers and because of the Registrant's position as a
major purchaser. The cost of steel scrap is subject to fluctuations, but the
Registrant has implemented arrangements with most of its customers for adjusting
its castings prices to reflect those fluctuations.
The Registrant has contractual arrangements, which expire at various times
through 1998, for the purchase of various materials, other than steel scrap,
used in or during the manufacturing process. While these contracts and the
Registrant's overall level of purchases provide some protection against price
increases, in most cases the Registrant does not have specific arrangements in
place to adjust its casting prices for fluctuations in the prices of alloys and
other materials.
Cyclicality and Seasonality
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Most of the Registrant's products are generally not affected by year-to-year
automotive style changes. However, the inherent cyclicality of the automotive
industry has affected the Registrant's sales and earnings during periods of slow
economic growth or recession. The Registrant's third and fourth quarter sales
are usually lower than first and second quarter sales due to plant closings by
automakers for vacations and model changeovers.
Backlog
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Most of the Registrant's business involves supplying all or a stated portion
of the customer's annual requirements, generally flexible in amount, for a
particular casting against blanket purchase orders. The lead time and cost of
commencing production of a particular casting tend to inhibit transfers of
production from one foundry to another. Customers typically issue firm releases
and shipping schedules on a monthly basis. The Registrant's backlog at any
given time therefore consists only of the orders which have been released for
shipment. Since the Registrant produces upon specific customer request, it had
no backlog of orders at December 31, 1994.
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Employees
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At February 5, 1995 the Registrant employed 4,415 persons, including 3,900 in
the United States. Of the persons employed in the United States, 3,120 were
hourly manufacturing personnel, and the remainder were clerical, sales and
management personnel. The Registrant employed 515 persons in Germany, 432 of
whom were hourly manufacturing personnel. Most of the manufacturing personnel
are represented by unions under collective bargaining agreements expiring at
various times through 1998. Two domestic bargaining agreements covering
approximately 520 hourly workers expire in 1995. One agreement, covering 85
employees, was replaced in February 1995, and the Registrant expects to replace
the second agreement during 1995.
The Registrant from time to time adjusts the size of its work force to meet
fluctuations in production demands at various facilities and for other reasons.
For example, the Registrant expects to significantly reduce its salaried work
force during 1995. During the past ten years the Registrant has not experienced
any strike or work stoppage, other than a five-week strike by the 69 covered
employees at the Hibbing, Minnesota plant during 1992. The Registrant believes
that its relationship with its employees is satisfactory.
Environmental Matters
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The Registrant's operations are subject to various federal, state and local
laws and regulations relating to the protection of the environment. These
regulations, which are implemented principally by the EPA and corresponding
state agencies, govern the management of solid and hazardous waste, the
discharge of pollutants into the air and into surface and underground waters,
and the manufacture and disposal of chemical substances. The Registrant
believes that current operations of its facilities are in substantial compliance
with applicable environmental laws, regulations and government orders.
In 1992 the Registrant's Board of Directors established an Environmental
Compliance Committee to oversee the Registrant's environmental program. The
Registrant has completed internal environmental reviews of all of its facilities
and intends to remedy all non-complying situations. In addition, the Registrant
has environmental compliance personnel on-site at most facilities, and the
Registrant has expanded its training programs to emphasize environmental
matters.
The Registrant is currently in the process of attempting to resolve certain
environmental matters with various governmental agencies and third parties. In
addition to the administrative complaint filed by the EPA and the issue raised
by the Ohio Attorney General's Office described in "Item 3 -- Legal
Proceedings", these matters include the closure of five former hazardous waste
treatment units at the Archer Creek and Radford Shell facilities, the
remediation of soil and groundwater contamination at the Lower Basin foundry,
and certain other soil remediation and clean-up projects. In addition, the
Registrant is currently assessing the extent of soil and groundwater
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contamination at its Chesterfield, Michigan facility, a site which has been
designated a facility in need of remediation under Michigan Act 307. The
sellers of the Chesterfield, Michigan facility have agreed to indemnify the
Registrant for the costs related to the environmental problems at such site, up
to certain limits, which the Registrant does not currently expect to exceed,
although the costs of remediating the property cannot be determined until
further assessments of the site are completed and a remediation plan is approved
by the State of Michigan.
The Registrant believes that expenses to be incurred in resolving the
foregoing matters will not materially exceed reserves established for such
purposes or cause the Registrant to exceed its level of anticipated capital
expenditures. However, it is not possible to accurately predict such costs.
The recent amendments to the federal Clean Air Act are expected to have a
major impact on the compliance costs of many U.S. companies, including foundries
of the type owned by the Registrant. Until regulations implementing those
amendments are adopted by the federal and state governments, it is not possible
to estimate such costs.
Over the years, the Registrant has landfilled wastes, such as baghouse dust
and foundry sand, on or near its foundry properties. The Registrant believes
its landfills and its other waste management units comply with all existing
regulations. However, it is not possible to predict whether, or to what extent,
future federal, state or local regulations will require the Registrant to incur
additional costs to monitor, close, remediate or otherwise manage those units in
ways not currently contemplated.
Although the Registrant's practices have, in certain instances, resulted in
non-compliance with environmental laws and regulations and in non-material fines
related thereto, the Registrant currently does not anticipate any
environmentally related costs that would have a material adverse effect on its
operations. However, it cannot be assured that the Registrant's activities will
not give rise to actions by governmental agencies or private parties, which
could cause the Registrant to incur fines, penalties, operational shutdowns,
damages, cleanup costs or other similar expenses. Also, the Registrant's
foundries' capacity levels or increases thereof are dependent upon the
Registrant's ability to maintain, or obtain increases in, such levels in its
permits for air emissions. It cannot be assured that the Registrant will be
able to maintain its current permits, or obtain appropriate increases in
capacity levels under such permits, so as to maintain its current level of
operations or increase capacity as it may desire in the future.
Foreign Operations
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Information as to revenues, operating profits and identifiable assets for its
foreign operations for 1994, 1993 and 1992 is contained in Note 11 of the
consolidated financial statements included in the Registrant's 1994 Annual
Report to Shareholders included as Exhibit 13 to this Report and is incorporated
herein by reference.
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Executive Officers of the Registrant
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Executive officers are elected by the Board of Directors annually at its
meeting immediately following the Annual Meeting of Shareholders, and hold
office until the next Annual Meeting unless they sooner resign or are removed
from office by the Board of Directors.
The executive officers of the Registrant as of February 15, 1995 and their
ages and principal positions with the Registrant as of that date are as follows:
Name (Age) Principal Position(s)
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John Doddridge (54) Chairman of the Board and Chief
Executive Officer
C. Douglas Brown (48) Vice President - Sales and Marketing
John C. Engeswick (61) Vice President - Technical Services
John D. Ernst (51) Vice President - Finance, Chief Financial
Officer and Treasurer
Daryl R. Marsh (56) Vice President - Machining Services
C. James Peterson (47) Vice President - Foundry Operations
James W. Rydel (50) Vice President - Administration and
Secretary
Peter C. Bouxsein (41) Controller
Mr. Doddridge became Chairman of the Board and Chief Executive Officer in
October 1994. Mr. Doddridge was Vice Chairman and Chief Executive Officer of
Magna International, Inc., a supplier of motor vehicle parts, from November 1992
until November 1994. From 1989 to 1992 he served as President of North American
Operations of Dana Corporation, a motor vehicle parts manufacturer, and prior to
that time he served as President of Hayes-Dana Inc., a subsidiary of Dana
Corporation.
Mr. Brown became Vice President - Sales and Marketing in February 1995.
Prior to that time he served as Vice President -Sales and Marketing of Intermet
Foundries, Inc. ("IFI"), commencing in February 1993. From February 1991 to
February 1993 he was General Sales Manager of IFI. Prior to that time he served
as a Regional Sales Manager for IFI.
Mr. Engeswick became Vice President - Technical Services in February 1995.
Prior to that time he served as Vice President -Quality Assurance for IFI.
Mr. Ernst became Treasurer in 1984 and served as Secretary of the Registrant
from 1986 to February 1995. He was named Vice President - Finance and Chief
Financial Officer in 1991.
Mr. Marsh became Vice President - Machining Services of the Registrant in
February 1995. From 1993 to 1995, he served as Vice President - Machining.
From 1969 through 1993, Mr. Marsh was employed by Simpson Industries, Inc., most
recently as Group Vice President, Transmission and Chassis Group.
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Mr. Peterson became Vice President - Foundry Operations in February 1995. He
served as Director of Manufacturing of IFI from 1993 to 1995. Prior to that
time he served as General Manager of Columbus Foundries, Inc.
Mr. Rydel has served as Vice President - Administration and Secretary since
February 1995. He served as Vice President - Human Resources of the Registrant
from 1991 until February 1995. He served as Director of Compensation and
Benefits of the Registrant from 1986 until 1990, when he became Director of
Human Resources of the Registrant.
Mr. Bouxsein became Controller of the Registrant in 1991. From 1987 until
1991 he was Corporate Director - Financial Reporting of the Registrant.
ITEM 2. PROPERTIES
The Registrant currently owns or operates or has an ownership interest in 9
ductile and gray iron foundries, one aluminum test foundry and one research
foundry. Most castings can be produced at more than one of the Registrant's
foundries.
The following provides information about the location and capacity of the
iron foundries, all of which are wholly-owned by the Registrant:
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<TABLE>
<CAPTION>
Approximate
Name Location Annual Capacity (Tons)
- ---- -------- ----------------------
<S> <C> <C>
Archer Creek Campbell County, Virginia 85,000
Ironton Iron Ironton, Ohio 80,000
Columbus Foundries Columbus, Georgia 72,000
Radford Shell Radford, Virginia 55,000
Columbus Neunkirchen Neunkirchen, Germany 60,000
New River Radford, Virginia 70,000
Lower Basin Lynchburg, Virginia 67,000
Northern Castings Hibbing, Minnesota 14,000
Pennsylvania Castings Landisville, Pennsylvania 10,000
-------
Total 513,000
=======
</TABLE>
The capacity figures above are based on operating two shifts per day for a five
day work week. Many facilities can operate a full or partial third shift, and
all facilities can operate on a six or seven day work week as needed.
The Registrant continually reviews the operation of its foundries and may
from time to time close one or more foundries on a permanent or temporary basis
due to its production needs and general business and economic conditions. The
Pennsylvania foundry has been idled since 1991. The Lower Basin foundry stopped
pouring iron in 1993 and was closed completely in 1994.
The aluminum test foundry is located in Lewisport, Kentucky and is jointly
owned by the Registrant and Comalco. In 1994, the Registrant notified Comalco
that it intends to withdraw from this joint venture. The research foundry is
located in Virginia and is wholly-owned by the Registrant.
The Registrant owns or leases several machining and design facilities. The
Registrant owns a 100,000 square foot machining facility in Columbus, Georgia.
The Registrant also has a machining operation housed in a leased facility
containing approximately 200,000 square feet in Chesterfield, Michigan.
InterMotive Technologies, Inc., a subsidiary providing engineering and design
services, operates from a 38,000 square foot leased facility in Van Buren
Township, Michigan.
In addition, the Registrant owns or leases certain executive, sales, and
other management offices, located in Georgia, Michigan and Virginia. The
Registrant believes that all of its facilities are well maintained.
The only property of the Registrant which secures long-term indebtedness is
the German foundry, which secures indebtedness with an aggregate outstanding
principal balance at December 31, 1994 of $4,316,000. See Note 6 to the
consolidated financial statements of the Registrant included in the Registrant's
1994 Annual Report to Shareholders included as Exhibit 13 to this Report for
additional information on secured debt.
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ITEM 3. LEGAL PROCEEDINGS
Except as set forth below, the Registrant is not aware of any material
pending or threatened legal proceedings to which the Registrant or any of its
subsidiaries is a party or of which any of their property is the subject.
On August 5, 1991 Lynchburg Foundry Company ("Lynchburg"), a wholly-owned
subsidiary of the Registrant, was served with a complaint (the "Complaint")
dated July 31, 1991 by the United States Environmental Protection Agency (the
"EPA"). The Complaint alleges certain violations by Lynchburg of the Resource
Conservation and Recovery Act ("RCRA"), the most significant of which relates to
the treatment of certain hazardous waste at two of Lynchburg's foundry sites.
The EPA initially proposed a civil penalty of $1,514,000, which Lynchburg
appealed. In November 1994 Lynchburg signed a consent order agreeing to pay a
penalty of $330,000. The Registrant expects to pay the penalty in 1995.
The Registrant has entered into negotiations with the Office of the Ohio
Attorney General with respect to certain past violations by the Registrant's
Ironton, Ohio foundry of Ohio water pollution laws and regulations. The
Attorney General's Office has advised the Registrant that the Registrant could
avoid litigation with respect to such violations by entering into a consent
order. The Registrant has responded to the Attorney General's office and
expects to enter into a consent order providing for monetary penalties.
Management does not expect this matter to have a material adverse effect on the
Registrant's financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Registrant
during the fourth quarter of the fiscal year covered by this Report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Market Information and Dividends
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The information contained in Note 12 to the consolidated financial statements
of the Registrant included in the Registrant's Annual Report to Shareholders for
the fiscal year ended December 31, 1994, furnished to the Commission as Exhibit
13 to this Report, is hereby incorporated herein by reference.
The Registrant's Common Stock, $0.10 par value, is traded in the over-the-
counter market under the Nasdaq symbol "INMT." As of March 7, 1995, there were
approximately 880 holders of record of the Registrant's Common Stock.
The Board of Directors of the Registrant suspended payment of the regular
quarterly dividend in October 1993 pending improvement
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in the Registrant's operating performance. Even if payment of dividends
resumes, the payment is subject to the discretion of the Board of Directors and
will depend upon the results of operations and financial condition of the
Registrant and other factors the Board of Directors deems relevant. The
Registrant is also subject to restrictions on the payment of dividends under
certain loan agreements. As of December 31, 1994, all of the Registrant's
retained earnings were restricted and unavailable for the payment of dividends
under those agreements.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data included in the Registrant's 1994 Annual Report to
Shareholders, portions of which are furnished to the Commission as Exhibit 13 to
this Report, under the headings "Statement of Operations Data," "Share Data" and
"Balance Sheet Data," are hereby incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
The information included under the heading "Discussion of Financial
Information" in the Registrant's 1994 Annual Report to Shareholders, portions of
which are furnished to the Commission as Exhibit 13 to this Report, is hereby
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and related notes of the Registrant and
the report of the independent auditors thereon included in the Registrant's 1994
Annual Report to Shareholders, portions of which are furnished to the Commission
as Exhibit 13 to this Report, are hereby incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Within the 24-month period prior to the date of the Registrant's financial
statements for the fiscal year ended December 31, 1994, the Registrant did not
change auditors and had no disagreement with its auditors on any matter of
accounting principles or practices or financial statement disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained under the heading "INFORMATION ABOUT NOMINEES FOR
DIRECTORS" in the definitive Proxy Statement used in connection with the
solicitation of proxies for the Registrant's Annual Meeting of Shareholders to
be held April 27, 1995, filed with the Commission, is hereby incorporated herein
by reference. Pursuant to Instruction 3 to Paragraph (b) of Item 401 of
Regulation S-K, information relating to the executive officers of the Registrant
is included in Item 1 of this Report.
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ITEM 11. EXECUTIVE COMPENSATION
The information contained under the heading "EXECUTIVE COMPENSATION" in the
definitive Proxy Statement used in connection with the solicitation of proxies
for the Registrant's Annual Meeting of Shareholders to be held April 27, 1995,
filed with the Commission, is hereby incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information contained under the heading "VOTING SECURITIES AND PRINCIPAL
HOLDERS" in the definitive Proxy Statement used in connection with the
solicitation of proxies for the Registrant's Annual Meeting of Shareholders to
be held April 27, 1995, filed with the Commission, is hereby incorporated herein
by reference.
For purposes of determining the aggregate market value of the Registrant's
voting stock held by nonaffiliates, shares held by all current directors and
executive officers of the Registrant have been excluded. The exclusion of such
shares is not intended to, and shall not, constitute a determination as to which
persons or entities may be "affiliates" of the Registrant as defined by the
Securities and Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the headings "CERTAIN TRANSACTIONS" in the
definitive Proxy Statement used in connection with the solicitation of proxies
for the Registrant's Annual Meeting of Shareholders to be held April 27, 1995,
filed with the Commission, is hereby incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) 1. Financial Statements
The following consolidated financial statements and notes thereto of the
Registrant and its subsidiaries contained in the Registrant's 1994 Annual Report
to Shareholders are incorporated by reference in Item 8 of this Report:
Consolidated Balance Sheets at December 31, 1994 and 1993
Consolidated Statements of Operations for the Years Ended December 31, 1994,
1993 and 1992
Consolidated Statements of Shareholders' Equity for the Years Ended December
31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows for the Years Ended December 31, 1994,
1993 and 1992
Notes to Consolidated Financial Statements
-15-
<PAGE>
Report of Independent Auditors
2. Financial Statement Schedules
The following consolidated financial statement schedule for the Registrant is
filed as Item 14(d) hereof, beginning on page F-1.
Consent of Independent Auditors
Schedule II - Valuation and Qualifying Accounts
3. Exhibits
The following exhibits are required to be filed with this Report by Item 601
of Regulation S-K:
Exhibit
Number Description of Exhibit
- ------ ----------------------
3.1 and 4.1 Amended and Restated Articles of Incorporation of the Registrant
(included as Exhibit 4.1 to the Registrant's Form S-3
Registration Statement, filed June 3, 1992, File No. 33-48304,
previously filed with the Commission and incorporated herein by
reference).
3.2 and 4.2 By-Laws of the Registrant, as amended.
4.3 Promissory Note of Lynchburg Foundry Company, dated December 1,
1973, payable to Industrial Development Authority of the City of
Lynchburg, Virginia in the original principal amount of
$4,400,000.*
4.4 Guaranty Agreement, dated December 1, 1973, by and between The
Mead Corporation and the Industrial Development Authority of the
City of Lynchburg, Virginia.*
4.5 Trust Indenture, dated December 1, 1973, by and among Industrial
Development Authority of the City of Lynchburg, Virginia,
Lynchburg Foundry Company and United Virginia Bank, as trustee.*
4.6 Promissory Notes of Lynchburg Foundry Company, dated June 1,
1976, payable to Industrial Development Authority of the City of
Lynchburg, Virginia, in the original principal amounts of
$2,700,000, $1,000,000, $550,000 and $550,000, respectively.*
4.7 Guaranty Agreement, dated June 1, 1976, of The Mead Corporation
in favor of Industrial Development Authority of the City of
Lynchburg, Virginia.*
4.8 Trust Indenture, dated June 1, 1976, by and among Industrial
Development Authority of the City of Lynchburg, Virginia,
Lynchburg Foundry Company and United Virginia Bank, as trustee,
with respect to Pollution Control Revenue Bonds (Mead-Lynchburg
Foundry
-16-
<PAGE>
Project), Series 1976, Series 1976A, Series 1976B and Series
1976C.*
4.9 Loan Contract, dated September 28, 1988, by and between Columbus
Neunkirchen Foundry GmbH and Saarlandische
Investitionskreditbank, relating to a loan in the original
principal amount of DM 740,000.*
4.10 Loan Contract, dated October 11, 1988, by and between Columbus
Neunkirchen Foundry GmbH and the Landesbank Saar Girozentrale,
relating to a loan in the original principal amount of DM
1,550,000.*
4.11 Loan Contract, dated December 14, 1988, by and between Columbus
Neunkirchen Foundry GmbH and Saarlandische
Investitionskreditbank, relating to a loan in the principal
amount of DM 3,833,500.*
4.12 Loan Contract, dated January 20, 1982, by and between Columbus
Neunkirchen Foundry GmbH and Saarlandische
Investitionskreditbank, relating to a loan in the principal
amount of DM 1,450,000.*
4.13 Loan Contract, dated March 1, 1989, by and between Columbus
Neunkirchen Foundry GmbH and Saarlandische
Investitionskreditbank, relating to a loan in the principal
amount of DM 2,000,000.*
4.14 Loan Contract, dated April 12, 1989, by and between Columbus
Neunkirchen Foundry GmbH and Landesbank Saar Girozentrale,
relating to a loan in the principal amount of DM 2,725,000.*
4.15 Loan Contract, dated April 8, 1993, by and between Columbus
Neunkirchen Foundry GmbH and IKB International, relating to a
loan in the principal amount of DM 3,000,000.*
4.16 Credit Agreement, dated August 31, 1992, by and among the
Registrant, Trust Company Bank, NBD Bank, N.A., Wachovia Bank of
North Carolina, The First National Bank of Boston, First Union
National Bank of Georgia, NationsBank of North Carolina, N.A.,
The First National Bank of Louisville, Trust Company Bank, as
agent, and Landesbank Saar Girozentrale, relating to a
$75,000,000 and DM 8,000,000 Revolving Credit and Related
Promissory Notes (included as Exhibit 4.16 to the Registrant's
Form 10-K for the year ended December 31, 1992, File No. 0-13787,
previously filed with the Commission and incorporated herein by
reference).
4.17 First Amendment to Credit Agreement dated August 31, 1992, by and
among the Registrant, Trust Company Bank, Landesbank Saar
Girozentrale, NBD Bank, N.A., Wachovia Bank of Georgia, N.A., The
First National Bank of Boston, First Union National Bank of
Georgia, NationsBank of Georgia, N.A., The First National Bank of
Louisville and Trust Company Bank, as agent, dated
-17-
<PAGE>
December 11, 1992, relating to a $75,000,000 and DM 8,000,000
Revolving Credit (included as Exhibit 4.17 to the Registrant's
Form 10-K for the year ended December 31, 1992, File No. 0-13787,
previously filed with the Commission and incorporated herein by
reference).
4.18 Waiver and Second Amendment to Credit Agreement dated August 31,
1992, by and among the Registrant, Trust Company Bank, Landesbank
Saar Girozentrale, NBD Bank, N.A., Wachovia Bank of Georgia,
N.A., The First National Bank of Boston, First Union National
Bank of Georgia, NationsBank of Georgia, N.A., The First National
Bank of Louisville and Trust Company Bank, as agent, dated March
19, 1993, relating to a $75,000,000 and DM 8,000,000 Revolving
Credit (included as Exhibit 4.18 to the Registrant's Form 10-K
for the year ended December 31, 1992, File No. 0-13787,
previously filed with the Commission and incorporated herein by
reference).
4.19 Waiver and Third Amendment to Credit Agreement dated August 31,
1992, by and among the Registrant, Trust Company Bank, Landesbank
Saar Girozentrale, NBD Bank, N.A., Wachovia Bank of Georgia,
N.A., The First National Bank of Boston, First Union National
Bank of Georgia, Nationsbank of Georgia, N.A., National City
Bank, Kentucky, formerly known as The First National Bank of
Louisville and Trust Company Bank, as agent, dated November 15,
1993, relating to a $75,000,000 and DM 8,000,000 Revolving Credit
(included as Exhibit 4.19 to the Registrant's Form 10-K for the
year ended December 31, 1993, File No. 0-13787, previously filed
with the Commission and incorporated herein by reference).
4.20 Fourth Amendment to Credit Agreement dated August 31, 1992 by and
among the Registrant, Trust Company Bank, Landesbank Saar
Girozentrale, NBD Bank, N.A., Wachovia Bank of Georgia, N.A., The
First National Bank of Boston, First Union National Bank of
Georgia, Nationsbank of Georgia, N.A., National City Bank,
Kentucky, formerly known as The First National Bank of Louisville
and Trust Company Bank, as agent, dated August 10, 1994, relating
to a $75,000,000 and DM 8,000,000 Revolving Credit (included as
Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended
October 2, 1994, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).
4.21 Note Agreement ("Prudential Note Agreement"), dated December 11,
1992, by and between the Registrant and The Prudential Insurance
Company of America, relating to $25,000,000 principal amount of
8.05% Senior Notes due December 11, 2002 and Related Promissory
Notes (included as Exhibit 4.19 to the Registrant's Form 10-K for
the year ended December 31, 1992, File No. 0-13787,
-18-
<PAGE>
previously filed with the Commission and incorporated herein by
reference).
4.22 First Amendment to Prudential Note Agreement, dated March 24,
1993, executed by the Prudential Insurance Company of America and
the Registrant (included as Exhibit 4.20 to the Registrant's Form
10-K for the year ended December 31, 1992, File No. 0-13787,
previously filed with the Commission and incorporated herein by
reference).
4.23 Second Amendment to Prudential Note Agreement, dated November 16,
1993, executed by the Prudential Insurance Company of America and
the Registrant (including form of promissory note entered into in
connection therewith) (included as Exhibit 4.22 to the
Registrant's Form 10-K for the year ended December 31, 1993, File
No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
10.1(a) Intermet Corporation Key Individual Stock Option Plan, adopted
April 25, 1984 (included as Exhibit 10.1 to the Registrant's
registration statement on Form S-14, File No. 2-90815, previously
filed with the Commission and incorporated herein by reference)
(included as Exhibit 10.1 to the Registrant's Form 10-K for the
year ended December 31, 1993, File No. 0-13787, previously filed
with the Commission and incorporated herein by reference).**
10.1(b) Amendment No. 1 to the Intermet Corporation Key Individual Stock
Option Plan, dated as of August 4, 1988 (included as Exhibit 10.2
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1988, File No. 0-13787, previously filed
with the Commission and incorporated herein by reference).**
10.1(c) Amendment No. 2 to the Intermet Corporation Key Individual Stock
Option Plan, dated October 27, 1988 (included as Exhibit 10.3 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988, File No. 0-13787, previously filed with
the Commission and incorporated herein by reference).**
10.2 Form of Intermet Corporation Directors Stock Option Agreement
(included as Exhibit 10.4 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1988, File
No. 0-13787, previously filed with the Commission and
incorporated herein by reference).**
10.3 Intermet Corporation Directors Stock Option Plan (included as
Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1990, File No. 0-13787,
previously filed with the Commission and incorporated herein by
reference).**
-19-
<PAGE>
10.4 Stock Purchase Agreement, dated March 30, 1992, by and between
the Registrant, PBM Industries, Inc., Batten Design and
Engineering Services, Inc., Wind Point Partners II, L.P., The
Prudential Insurance Company of America, Pruco Life Insurance
Company, PruSupply Capital Assets, Inc., Ingersoll Engineers,
Inc. and certain individuals (included as Exhibit 2.1 to the
Registrant's Form 8-K dated March 31, 1992, File No. 0-13787,
previously filed with the Commission and incorporated herein by
reference.)
10.5 Promissory Note, dated March 30, 1992, executed by Intermet
Machining, Inc. in favor of Wind Point Partners II, L.P., as
Shareholders' Representative, in the principal amount of
$438,754.58 (included as Exhibit 10.7 to the Registrant's
Form 10-K for the year ended December 31, 1992, File No. 0-13787,
previously filed with the Commission and incorporated herein by
reference).
10.6 Promissory Note, dated March 30, 1992, executed by Intermet
Machining, Inc. in favor of Pruco Life Insurance Company, in the
principal amount of $12,673.31 (included as Exhibit 10.8 to the
Registrant's Form 10-K for the year ended December 31, 1992, File
No. 0-13787, previously filed with the Commission and
incorporated herein by reference)
10.7 Promissory Note, dated March 30, 1992, executed by Intermet
Machining, Inc. in favor of PruSupply Capital Assets, Inc., in
the principal amount of $114,059.79 (included as Exhibit 10.9 to
the Registrant's Form 10-K for the year ended December 31, 1992,
File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
10.8 Promissory Note, dated March 30, 1992, executed by Intermet
Machining, Inc. in favor of Wind Point Partners II, L.P., as
Shareholders' Representative, in the principal amount of
$1,982,107 (included as Exhibit 10.10 to the Registrant's
Form 10-K for the year ended December 31, 1992, File No. 0-13787,
previously filed with the Commission and incorporated herein by
reference).
10.9 Promissory Note, dated March 30, 1992, executed by Intermet
Machining, Inc. in favor of Pruco Life Insurance Company, in the
principal amount of $35,240.53 (included as Exhibit 10.11 to the
Registrant's Form 10-K for the year ended December 31, 1992, File
No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
10.10 Promissory Note, dated March 30, 1992, executed by Intermet
Machining, Inc. in favor of The Prudential Insurance Company of
America, in the principal amount of $317,164.79 (included as
Exhibit 10.12 to the Registrant's Form 10-K for the year ended
December 31,
-20-
<PAGE>
1992, File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).
10.11 Guaranty Agreement, dated March 30, 1992, from Intermet in favor
of the shareholders named in the PBM Stock Purchase Agreement
(included as Exhibit 10.13 to the Registrant's Form 10-K for the
year ended December 31, 1992, File No. 0-13787, previously filed
with the Commission and incorporated herein by reference).
10.12(a) Intermet Corporation 1993 Management Bonus Plan (included as
Exhibit 10.15 to the Registrant's Form 10-K for the year ended
December 31, 1993, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).**
10.12(b) Intermet Corporation 1994 Management Bonus Plan**
10.13(a) Intermet Corporation Salaried Employees Severance Plan effective
as of October 1, 1993 (included as Exhibit 10.16(a) to the
Registrant's Form 10-K for the year ended December 31, 1993, File
No. 0-13787, previously filed with the Commission and
incorporated herein by reference).**
10.13(b) Amendment No. 1 to the Intermet Corporation Salaried Employees
Severance Plan, dated December 20, 1993 (included as Exhibit
10.16(b) to the Registrant's Form 10-K for the year ended
December 31, 1993, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).**
10.14 1993 Special Voluntary Severance Plan for Salaried Employees of
Intermet Foundries, Inc. and its subsidiaries (included as
Exhibit 10.17 to the Registrant's Form 10-K for the year ended
December 31, 1993, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).**
10.15 Intermet Salary Continuation Plan (included as Exhibit 10.18 to
the Registrant's Form 10-K for the year ended December 31, 1992,
File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).**
10.16 Employment Agreement, dated as of December 1, 1994, by and
between the Registrant and John Doddridge.**
10.17 Letter, dated as of December 19, 1994, related to George Mathews'
retirement. **
10.18 Employment Agreement, dated July 15, 1993, by and between the
Registrant and Daryl R. Marsh.
11 Computation of Earnings per Common Share.
-21-
<PAGE>
13 Annual Report to Shareholders. Certain portions of this Exhibit
which are incorporated by reference into this Report on Form 10-K
are filed herewith.
21 Subsidiaries of the Registrant (included as Exhibit 21 to the
Registrant's Form 10-K for the year ended December 31, 1993, File
No. 0-13787, previously filed with the Commission and
incorporated herein by reference) .
23 Consent of Independent Auditors (included herein on Page F-1).
27 Financial Data Schedule.
99 Notice of Annual Meeting and Proxy Statement of the Registrant.
___________________
* This instrument defines the rights of holders of long-term debt of the
Registrant not being registered and the total amount of securities
authorized under the instrument does not exceed ten percent of the total
assets of the Registrant and its subsidiaries on a consolidated basis.
This instrument is not being filed, but the Registrant will furnish a copy
of this instrument to the Commission upon request.
** Management contract or compensatory plan or arrangement required to be
filed as an exhibit.
(b) No current reports on Form 8-K were filed during the fourth quarter of
the Registrant's 1994 fiscal year.
(c) The Registrant hereby files as exhibits to this Report the exhibits set
forth in Item 14(a)3 hereof.
(d) The Registrant hereby files as financial statement schedules to this
Report the financial statement schedules set forth in Item 14(a)2 hereof.
-22-
<PAGE>
INDEX TO FINANCIAL STATEMENT SCHEDULES
Item Page
- ---- ----
Opinion and Consent of Independent Auditors.......................... F-1
Schedule II - Valuation and Qualifying Accounts...................... F-2
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Intermet Corporation of our report dated February 8, 1995, included in the
1994 Annual Report to Shareholders of Intermet Corporation.
Our audits also included the financial statement schedule of Intermet
Corporation listed in Item 14(a). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
We also consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 33-57665, 33-58354 and 33-58352) pertaining to 50,000 shares of
Intermet Corporation common stock, the Intermet Corporation Directors Stock
Option Plan and the Intermet Corporation Key Individual Stock Option Plan,
respectively, of our report dated February 8, 1995, with respect to the
consolidated financial statements incorporated herein by reference, and our
report included in the preceding paragraph with respect to the financial
statement schedule included in the Annual Report (Form 10-K) of Intermet
Corporation.
/s/ Ernst & Young LLP
Atlanta, Georgia
March 21, 1995
F-1
<PAGE>
Intermet Corporation
(Consolidated)
Schedule II
Valuation and Qualifying Accounts
<TABLE>
<CAPTION>
BALANCE AT BALANCE
BEGINNING CHARGED TO AT END OF
DESCRIPTION OF PERIOD EXPENSE OTHER PERIOD
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1994
Returns and allowance
reserve(a) $ 1,688 $ 615 $ 49 (c) $ 2,352
Supplies inventory reserve 3,694 435 232 (c) 4,361
Deferred tax asset valuation
allowance 30,520 3,683 (7,871)(e) 26,332
YEAR ENDED DECEMBER 31, 1993
Returns and allowance
reserve (a) $ 1,454 $ 256 (b) $ (22)(c) $ 1,688
Supplies inventory reserve 3,280 546 (132)(c) 3,694
Deferred tax asset valuation
allowance 20,846 6,609 3,065 (e) 30,520
YEAR ENDED DECEMBER 31, 1992
Returns and allowance
reserve (a) $ 827 $ 633 (b) $ (6)(c) $ 1,454
Supplies inventory reserve 2,917 458 (95)(c) 3,280
Deferred tax asset valuation
allowance - - 20,846 (d) 20,846
</TABLE>
(a) Reflected as reduction of trade accounts receivable on consolidated balance
sheet.
(b) Net effect of amounts charged to expense less actual returns.
(c) Effect of foreign currency translation.
(d) Includes $17,915 established when SFAS 109 was adopted effective January 1,
1992 and 1992 change of $2,931, primarily related to acquired operating
loss carryforwards.
(e) Increase (decrease) in certain deferred tax assets, including effect of
U.S. rate change in 1993.
F-2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
INTERMET CORPORATION
--------------------
(Registrant)
By: /s/ John Doddridge
--------------------------
John Doddridge
Chairman of the Board of
Directors and Chief Executive
Officer
Date: March 17, 1995
POWER OF ATTORNEY AND SIGNATURES
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Doddridge and James W. Rydel, or either of
them, as attorney-in-fact, either with power of substitution, for him in any and
all capacities, to sign any amendments to this Report on Form 10-K, and to file
the same, with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below as of March 17, 1995 by the following persons on
behalf of the Registrant in the capacities indicated.
Signature Capacity
- --------- --------
/s/ John Doddridge Chairman of the Board of
- ---------------------------- Directors and Chief
John Doddridge Executive Officer
(Principal Executive
Officer)
/s/ Vernon R. Alden Director
- ----------------------------
Vernon R. Alden
/s/ J. Frank Broyles Director
- ----------------------------
J. Frank Broyles
/s/ John P. Crecine Director
- ----------------------------
John P. Crecine
<PAGE>
/s/ Anton Dorfmueller, Jr. Director
- ----------------------------
Anton Dorfmueller, Jr.
/s/ John B. Ellis Director
- ----------------------------
John B. Ellis
Director
- ----------------------------
Wilfred E. Gross, Jr.
Director
- ----------------------------
A. Wayne Hardy
Director
- ----------------------------
George W. Mathews, Jr.
/s/ Harold C. McKenzie, Jr. Director
- ----------------------------
Harold C. McKenzie, Jr.
/s/ J. Mason Reynolds Director
- ----------------------------
J. Mason Reynolds
/s/ Curtis W. Tarr Director
- ----------------------------
Curtis W. Tarr
/s/ John D. Ernst Vice President - Finance,
- ----------------------------- Chief Financial Officer
John D. Ernst and Treasurer
(Principal Financial
Officer)
/s/ Peter C. Bouxsein Controller (Principal
- ----------------------------- Accounting Officer)
Peter C. Bouxsein
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
3.2 and 4.2 By-Laws of the Registrant, as amended
10.12(b) Intermet Corporation 1994 Management Bonus Plan
10.16 Employment Agreement, dated as of December 1, 1994 by and
between the Registrant and John Doddridge.
10.17 Letter, dated as of December 19, 1994, related to George
Mathews' retirement.
10.18 Employment Agreement, dated July 15, 1993, by and between the
Registrant and Daryl R. Marsh.
11 Computation of Earnings per Common Share.
13 Annual Report to Shareholders. Certain portions of this Exhibit
which are incorporated by reference into this Report on
Form 10-K are filed herewith.
23 Consent of Independent Auditors (included herein on Page F-1).
27 Financial Data Schedule.
99 Notice of Annual Meeting and Proxy Statement of the Registrant.
<PAGE>
EXHIBIT 3.2 and 4.2
BY-LAWS
OF
INTERMET CORPORATION
(Amended and Restated as of October 27, 1994
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be
in the State of Georgia, County of Cobb.
Section 2. Other Offices. The corporation may also have
offices at such other places both within and without the State of Georgia
as the board of directors may from time to time determine and the business
of the corporation may require or make desirable.
ARTICLE II
SHAREHOLDERS MEETINGS
Section 1. Annual Meetings. The annual meeting of the
shareholders of the corporation shall be held at the principal office of
the corporation or at such other place within or without the United States
as may be determined by the board of directors, at 10:00 a.m. on the last
business day of the fifth month following the close of each fiscal year or
at such other time and date prior thereto and following the close of the
fiscal year as such is determined by the board of directors, for the
purpose of electing directors and transacting such other business as may be
properly brought before the meeting.
Section 2. Special Meetings. Special meetings of the
shareholders shall be held at the principal office of the corporation or at
such other place within or without the United States as may be designated
in the notice of said meetings, upon call of the chairman of the board of
directors or the president
and shall be called by the president or the secretary when so directed by
the board of directors or at the request in writing of shareholders owning
at least 20% of the issued and outstanding capital stock of the corporation
entitled to vote thereat. Any such request shall state the purposes for
which the meeting is to be called.
Section 3. Notice of Meetings. Written notice of every
meeting of shareholders, stating the place, date and hour of the meetings,
shall be given personally or by mail to each shareholder of record entitled
to vote at such meeting not less than 10
<PAGE>
nor more than 50 days before the date of the meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail with first class postage (air mail postage if the address is outside
of the United States) thereon prepaid addressed to the shareholder at his
address as it appears on the corporation's record of shareholders.
Attendance of a shareholder at a meeting of shareholders shall constitute a
waiver of notice of such meeting and of all objections to the place or time
of meeting, or the manner in which it has been called or convened, except
when a shareholder attends a meeting solely for the purpose of stating, at
the beginning of the meeting, any such objection to the transaction of any
business. Notice need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, either before or after the meeting.
Section 4. Quorum. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of
business at all meetings of the shareholders except as otherwise provided
by statute, by the articles of incorporation, or by these by-laws. If a
quorum is not present or represented at any meeting of the shareholders, a
majority of the shareholders entitled to vote thereat, present in person or
represented by proxy, may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment
is for more than 30 days, or it after the adjournment a new record is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given
to each shareholder of record entitled to vote at the meeting.
Section 5. Order of Business. At the annual meeting of
shareholders the order of business shall be as follows:
1. Calling meeting to order.
2. Proof of notice of meeting.
3. Reading of minutes of last
previous annual meeting.
4. Reports of officers.
5. Reports of committees.
6. Election of directors.
7. Miscellaneous business.
Section 6. Voting. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power,
present in person or represented by proxy, shall decide any question
brought before such meeting, unless the question is open upon which by
express provision of law or of the articles of incorporation, a different
vote is required, in which
-2-
<PAGE>
case such express provision shall govern and control the decision of the
question. Each shareholder shall at every meeting of the shareholders be
entitled to one vote, in person or by proxy, for each share of the capital
stock having voting power registered in his name on the books of the
corporation, but no proxy shall be voted or acted upon after 11 months from
its date, unless otherwise provided in the proxy.
Section 7. Consent of Shareholders. Any action required or
permitted to be taken at any meeting of the shareholders may be taken
without a meeting if all of the shareholders consent thereto in writing,
setting forth the action so taken. Such consent shall have the same force
and effect as a unanimous vote of shareholders.
Section 8. List of Shareholders. The corporation shall keep
at its registered office or principal place of business, or at the office
of its transfer agent or registrar, a record of its shareholders, giving
their names and addresses and the number, class and series, if any, of the
shares held by each. The officer who has charge of the stock transfer
books of the corporation shall prepare and make, before every meeting of
shareholders or any adjournment thereof, a complete list of the
shareholders entitled to vote at the meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number and
class and series, if any, of shares held by each. The list shall be
produced and kept open at the time and place of the meeting and shall be
subject to inspection by any shareholder during the whole time of the
meeting for the purposes thereof. The said list may be the corporation's
regular record of shareholders if it is arranged in alphabetical order or
contains an alphabetical index.
ARTICLE III
DIRECTORS
Section 1. Powers. Except as otherwise provided by any legal
agreement among shareholders, the property, affairs and business of the
corporation shall be managed and directed by its board of directors, which
may exercise all powers of the corporation and do all lawful acts and
things which are not by law, by any legal agreement among shareholders, by
the articles of incorporation or by these by-laws directed or required to
be exercised or done by the shareholders.
Section 2. Number, Election and Term. The number of directors
which shall constitute the whole board shall be twelve (12). Provided,
however, the number of directors may be increased or decreased from time to
time by the board of directors by amendment of this by-law, but no decrease
shall have the effect of shortening the term of an incumbent director.
Except
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as hereinafter provided, the directors shall be elected by plurality vote
at the annual meeting of shareholders, and each director elected shall hold
office until his successor is elected and qualified or until his earlier
resignation, removal from office or death. Directors shall be natural
persons who have attained the age of 18 years, but need not be residents of
the State of Georgia or shareholders of the corporation.
Section 3. Vacancies. Vacancies, including vacancies
resulting from any increase in the number of directors, but not including
vacancies resulting from removal from office by the shareholders, may be
filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and a director so chosen shall
hold office until the next annual election and until his successor is duly
elected and qualified unless sooner displaced. If there are no directors
in office, then vacancies shall be filled through election by the
shareholders.
Section 4. Meetings and Notice. The board of directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Georgia. Regular meetings of the board of directors
may be held without notice at such time and place as shall from time to
time be determined by resolution of the board. Special meetings of the
board may be called by the chairman of the board or president or by any two
directors on one day's oral, telegraphic or written notice duly given or
served on each director personally, or three days' notice deposited, first
class postage (air mail postage if the address is outside of the United
States) prepaid, in the United States mail. Such notice shall state a
reasonable time, date and place of meeting, but the purpose need not be
stated therein. Notice need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a
director at a meeting shall constitute a waiver of notice of such meeting
and waiver of all objections to the place and time of the meeting, or the
manner in which it has been called or convened except when the director
states, at the beginning of the meeting, any such objection or objections
to the transaction of business.
Section 5. Quorum. At all meetings of the board a majority of
directors shall constitute a quorum for the transaction of business, and
the act of a majority of the directors present at any meeting at which
there is a quorum shall be the act of the board, except as may be otherwise
specifically provided by law, by the articles of incorporation, or by these
by-laws. If a quorum shall not be present at any meeting of the board, the
directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present.
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Section 6. Conference Telephone Meeting. Unless the articles of
incorporation or these by-laws otherwise provide, members of the board of
directors, or any committee designated by the board, may participate in a
meeting of the board or committee by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear each other. Participation in the meeting shall constitute presence in
person.
Section 7. Consent of Directors. Unless otherwise restricted by
the articles of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting, if all members of the board
or committee, as the case may be, consent thereto in writing, setting forth the
action so taken, and the writing or writings are filed with the minutes of the
proceedings of the board or committee. Such consent shall have the same force
and effect as a unanimous vote of the board.
Section 8. Committees. The board of directors may, by resolution
passed by a majority of the whole board, designate from among its members one
or more committees, each committee to consist of two or more directors. The
board may designate one or more directors as alternate members of any
committee, who may replace any absent member at any meeting of such committee.
Any such committee, to the extent provided in the resolution, shall have and
may exercise all of the authority of the board of directors in the management
of the business and affairs of the corporation except that it shall have no
authority with respect to (1) amending the articles of incorporation or these
by-laws; (2) adopting a plan of merger or consolidation; (3) the sale, lease,
or exchange or other disposition of all or substantially all of the property
and assets of the corporation; and (4) a voluntary dissolution of the
corporation or a revocation thereof. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the board of directors. A majority of each committee may determine its
action and may fix the time and places of its meetings, unless otherwise
provided by the board of directors. Each committee shall keep regular minutes
of its meetings and report the same to the board of directors when required.
Section 9. Removal of Directors. At any shareholders' meeting
with respect to which notice of such purpose has been given, any director may
be removed from office, with or without cause, by the vote of shareholders
representing a majority of the issued and outstanding capital stock entitled to
vote for the election of directors, and his successor may be elected at the
same or any subsequent meeting of shareholders; provided that to the extent any
vacancy created by such removal is not filled by
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such an election within 60 days after such removal, the remaining directors
shall, by majority vote, fill any such vacancy.
Section 10. Compensation of Directors. Directors shall be
entitled to such reasonable compensation for their services as directors or
members of any committee of the board as shall be fixed from time to time by
resolution adopted by the board, and shall also be entitled to reimbursement
for any reasonable expenses incurred in attending any meeting of the board or
any such committee.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the corporation shall be
chosen by the board of directors and shall be a chairman of the board, a
president, a secretary and a treasurer. The board of directors may also choose
one or more vice-presidents, assistant secretaries and assistant treasurers.
Any number of offices, except the offices of president and secretary may be
held by the same person. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 2. Compensation. The salaries of all officers and agents
of the corporation shall be fixed by the board of directors or a committee or
officer appointed by the board.
Section 3. Term of Office. Unless otherwise provided by
resolution of the board of directors, the principal officers shall be chosen
annually by the board at the first meeting of the board following the annual
meeting of shareholders of the corporation, or as soon thereafter as is
conveniently possible. Subordinate officers may be elected from time to time.
Each officer shall serve until his successor shall have been chosen and
qualified, or until his death, resignation or removal.
Section 4. Removal. Any officer may be removed from office at any
time, with or without cause, by the board of directors whenever in its judgment
the best interest of the corporation will be served thereby.
Section 5. Vacancies. Any vacancy in an office resulting from any
cause may be filled by the board of directors.
Section 6. Powers and Duties. Except as hereinafter provided, the
officers of the corporation shall each have such powers and duties as generally
pertain to their respective
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offices, as well as such powers and duties as from time to time may be
conferred by the board of directors.
(a) Chairman of the Board. The chairman of the
board shall be the chief executive officer of the corporation and
shall preside at all meetings of the shareholders and the board of
directors. Except where by law the signature of the president is
required, the chairman shall possess the same power as the president
to sign all certificates representing shares of the capital stock of
the corporation and all bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation.
(b) Vice Chairman of the Board. The vice chairman
of the board shall in the absence of the chairman of the board
preside at all meetings of the shareholders and the board of
directors, and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
(c) President. The president shall be the chief
operations officer of the corporation, and in the absence of the
chairman of the board shall preside at all meetings of the
shareholders and the board of directors. The president shall have
general and active management of the business of the corporation and
shall see that all orders and resolutions of the board of directors
are carried into effect. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation,
except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer
or agent of the corporation.
(d) Vice-President. In the absence of the
president or in the event of his inability or refusal to act, the
vice-president (or in the event there be more than one vice-
president, the vice presidents in the order designated, or in the
absence of any designation, then in order of their election) shall
perform the duties of the president, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and
have such other powers as the board of directors may from time to
time prescribe.
(e) Secretary. The secretary shall attend all
meetings of the board of directors and all meetings of the
shareholders and record of all the proceedings of the meetings of
the corporation and of the board of directors in a book to be kept
for that purpose and shall perform
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like duties for the standing committees when required. He shall
give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he,
or an assistant secretary, shall have authority to affix the same to
any instrument requiring it and when so affixed, it may be attested
by his signature or by the signature of such assistant secretary.
The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the
affixing by his signature.
(f) Assistant Secretary. The assistant secretary
or if there be more than one, the assistant secretaries in the order
determined by the board of directors (or if there be no such
determination, then in the order of their election), shall, in the
absence of the secretary or in the event of his inability or refusal
to act, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
(g) Treasurer. The treasurer shall have the
custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys and other
valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors. He
shall disburse the funds of the corporation as may be ordered by the
board of directors, taking proper vouchers for such disbursements,
and shall render to the chairman of the board, the president and the
board of directors, at its regular meetings, or when the board of
directors so requires, an account of all his transactions as
treasurer and of the financial condition of the corporation. If
required by the board of directors, he shall give the corporation a
bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.
(h) Assistant Treasurer. The assistant treasurer,
or if there shall be more than one, the assistant
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treasurers in the order determined by the board of directors (or if
there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the
powers of the treasurer and shall perform such other duties and have
such other powers as the board of directors may from time to time
prescribe.
Section 7. Voting Securities of the Corporation. Unless otherwise
ordered by the board of directors, the chairman of the board and the president
shall each have full power and authority on behalf of the corporation to attend
and to act and vote at any meetings of security holders of corporations in
which the corporation may hold securities, and at such meetings shall possess
and may exercise any and all rights and powers incident to the ownership of
such securities which the corporation might have possessed and exercised if it
had been present. The board of directors by resolution from time to time may
confer like powers upon any other person or persons.
ARTICLE V
CERTIFICATE
Section 1. Form of Certificate. Every holder of fully-paid stock
in the corporation shall be entitled to have a certificate in such form as the
board of directors may from time to time prescribe.
Section 2. Lost Certificates. The board of directors may direct
that a new certificate be issued in place of any certificate theretofore issued
by the corporation and alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against
the corporation with respect to the certificate alleged to have been lost,
stolen or destroyed.
Section 3. Transfers. (a) Transfers of shares of the capital
stock of the corporation shall be made only on the books of the corporation by
the registered holder thereof, or by his duly authorized attorney, or with a
transfer clerk or transfer agent appointed as provided in Section 5 of this
Article, and on surrender of the certificates for such shares properly endorsed
and the payment of all taxes thereon.
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(b) The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and for all other purposes, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by law.
(c) Shares of capital stock may be transferred by
delivery of the certificates therefor, accompanied either by an assignment in
writing on the back of the certificates or by separate written power of
attorney to sell, assign and transfer the same, signed by the record holder
thereof, or by his duly authorized attorney-in-fact, but no transfer shall
affect the right of the corporation to pay any dividend upon the stock to the
holder of record as the holder in fact thereof for all purposes, and no
transfer shall be valid, except between the parties thereto, until such
transfer shall have been made upon the books of the corporation as herein
provided.
(d) The board may, from time to time, make such
additional rules and regulations as it may deem expedient, not inconsistent
with these by-laws or the articles of incorporation, concerning the issue,
transfer and registration of certificates for shares of the capital stock of
the corporation.
Section 4. Record Date. In order that the corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the board of directors may fix,
in advance, a record date, which shall not be more than 50 days and, in case of
a meeting of shareholders, not less than 10 days prior to the date on which the
particular action requiring such determination of stockholders is to be taken.
If no record date is fixed for the determination of shareholders entitled to
notice of and to vote at any meeting of shareholders, the record date shall be
at the close of business on the day next preceding the day on which the notice
is given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. If no record date is fixed for
other purposes, the record date shall be at the close of business on the day
next preceding the day on which the board of directors adopts the resolution
relating thereto. A determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholders shall apply to any adjournment of
the meeting unless the board of directors shall fix a new record date for the
adjourned meeting.
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Section 5. Transfer Agent and Registrar. The board of directors
may appoint one or more transfer agents or one or more transfer clerks and one
or more registrars, and may require all certificates of stock to bear the
signature or signatures of any of them.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the articles of incorporation, if
any, may be declared by the board of directors at any regular or special
meetings, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the corporation's capital stock, subject to the provisions of the
articles of incorporation. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.
Section 2. Fiscal Year. The fiscal year of the corporation shall
be fixed by resolution of the board of directors.
Section 3. Seal. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the words
"Corporate Seal" and "Georgia". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise. In
the event it is inconvenient to use such a seal at any time, the signature of
the corporation followed by the word "Seal" enclosed in parentheses shall be
deemed the seal of the corporation.
Section 4. Annual Statements. Not later than four months after
the close of each fiscal year, and in any case prior to the next annual meeting
of shareholders, the corporation shall prepare:
(1) A balance sheet showing in a reasonable detail
the financial condition of the corporation as of the close of its
fiscal year, an d
(2) A profit and loss statement showing the
results of its operations during its fiscal year.
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Upon written request, the corporation promptly shall mail to any shareholder of
record a copy of the most recent such balance sheet and profit and loss
statement.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right of Indemnification and Standards of Conduct.
Every person (and the heirs and legal representatives of such person) who is or
was a director or officer of this corporation or any other corporation of which
he served as such at the request of this corporation and of which this
corporation directly or indirectly is a shareholder or creditor, or in which,
or in the stocks, bonds, securities or other obligations of which it is in any
way interested, may in accordance with Section 2 hereof be indemnified for any
liability and expense that may be incurred by him in connection with or
resulting from any threatened, pending or completed action, suit or
proceedings, whether civil, criminal, administrative or investigative (whether
brought by or in the right of this corporation or otherwise), or in connection
with any appeal relating thereto, in which he may become involved, as a party
or prospective party or otherwise, by reason of his being or having been a
director of officer of this corporation or such other corporation, or by reason
of any action taken or not taken in his capacity as such director of officer or
as a member of any committee appointed by the board of directors of this
corporation to act for, in the interest of, or on behalf of this corporation,
whether or not he continues to be such at the time such liability or expense
shall have been incurred; provided such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
this corporation and, in addition, with respect to any criminal action or
proceeding, did not have reasonable cause to believe that his conduct was
unlawful. As used in this Article, the terms "liability" and "expense" shall
include, but shall not be limited to, counsel fees and disbursements and
amounts of judgments, fines or penalties, and amounts paid in compromise or
settlement by a director of officer. The termination of any claim, action,
suit or proceeding, by judgment, order, compromise, settlement (with or without
court approval) or conviction or upon a plea of guilty or of nolo contendere,
or its equivalent, shall not create a presumption that a director or officer
did not meet the standards of conduct set forth in this Section.
Section 2. Determination of Right of Indemnification. Every
person (and the heirs and legal representatives of such person) referred to in
Section 1 hereof who has been wholly successful, on the merits or otherwise,
with respect to any claim, action, suit or proceeding of the character
described in Section 1 hereof shall be entitled to indemnification as of right
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without any further action or approval by the board of directors. Except as
provided in the immediately preceding sentence, any indemnification under
Section 1 next above shall be made at the discretion of this corporation, but
only if (a) the board of directors, acting by majority vote of a quorum
consisting of directors who were not parties to such claim, action, suit or
proceeding, present or voting, shall find that the director or officer has met
the standard of conduct set forth in Section 1 hereof, or (b) if no such quorum
of the board exists, independent legal counsel selected by any Judge of the
United States District Court for the Northern District of Georgia, at the
request of either the corporation or the person seeking indemnification, shall
deliver to the corporation their written opinion that such director or officer
has met such standards, or (c) the holders of a majority of stock then entitled
to vote for the election of directors shall determine by affirmative vote that
such director or officer has met such standards.
Notwithstanding the foregoing, no officer or director who was or is
a party to any action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was an officer or
director of this or such other corporation shall be determined in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to this
corporation unless and except to the extent that the Court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability and in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
Court shall deem proper.
Section 3. Advance of Expenses. Expenses incurred with respect to
any claim, action, suit or proceeding of the character described in Section 1 of
this Article VII may be advanced by the corporation prior to the final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount unless it shall ultimately be determined that he
is entitled to indemnification under this Article.
Section 4. Rights of Indemnification Cumulative. The rights of
indemnification provided in this Article VII shall be in addition to any rights
to which any such director or officer or other person may otherwise be entitled
under any by-law, agreement, vote of shareholders, or otherwise, and shall be in
addition to the power of the corporation to purchase and maintain insurance on
behalf of any such director or officer or other person against any liability
asserted against him and incurred by him in such capacity, or arising out of his
status as such, regardless of whether the corporation would have the power to
indemnify him against such liability under this Article or otherwise.
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Section 5. Statement to Stockholders. If any expenses or other
amounts are paid by way of indemnification, otherwise than by court order or
action by the shareholders or by an insurance carrier pursuant to insurance
maintained by the corporation, the corporation shall, not later than the next
annual meeting of shareholders unless such meeting is held within three months
from the date of such payment, and, in any event, within 15 months from the
date of such payment, send by first class mail to its shareholders of record at
the time entitled to vote for the election of directors a statement specifying
the person paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.
ARTICLE VIII
AMENDMENTS
The board of directors shall have power to alter, amend or repeal
the by-laws or adopt new by-laws by majority vote of all of the directors, but
any by-laws adopted by the board of directors may be altered, amended or
repealed and new by-laws adopted, by the shareholders by majority vote of all
of the shares having voting power.
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CERTIFIED RESOLUTIONS
I, J. EDWIN POPE, Secretary of INTERMET CORPORATION, a Georgia
corporation (the "Corporation"), do hereby certify that the resolutions set
forth on Exhibit A attached hereto and incorporated herein by reference were
duly adopted by the Board of Directors of the Corporation on May 6, 1985, and
that, except as amended, modified or rescinded at a meeting of the
Corporation's Executive Committee held on June 26, 1985, said resolutions have
not been rescinded, amended or modified.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
the seal of the Corporation this 22nd day of July, 1985.
/s/ J. Edwin Pope
-------------------
J. Edwin Pope
Secretary
(CORPORATE SEAL)
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EXHIBIT A
RESOLUTIONS ADOPTED AT BOARD OF
DIRECTORS MEETING OF INTERMET CORPORATION
ON MAY 6, 1985
WHEREAS, the Corporation has no shares of Class B Common Stock
outstanding, and, under its Articles of Incorporation, is not authorized to
issue any shares of Class B Common Stock in the future; and
WHEREAS, it is in the best interest of the Corporation to amend and
restate its Articles of Incorporation to remove the provisions relating to
Class B Common Stock, to redesignate Class A Common Stock of the Corporation
and to increase the number of authorized shares of Common Stock;
NOW, THEREFORE, BE IT RESOLVED, that the Amended and Restated
Articles of Incorporation of the Corporation attached hereto be, and the same
hereby are, adopted, ratified and approved; and
BE IT FURTHER RESOLVED, that the proposed Amended and Restated
Articles of Incorporation be submitted to the shareholders of the Corporation
for their approval as required by Section 14-2-196 of the Official Code of
Georgia Annotated; and
BE IT FURTHER RESOLVED, that the Chairman of the Board, Vice
Chairman of the Board, President and any Vice President of the Corporation be,
and each of them hereby is, authorized, empowered and directed to make and
execute, under the corporate seal of the Corporation, the Amended and Restated
Articles of Incorporation attached hereto, and, upon the approval of the
Amended and Restated Articles of Incorporation by the shareholders of the
Corporation, to file the same in the office of the Secretary of State of
Georgia; and
BE IT FURTHER RESOLVED, that, upon the approval of the Amended and
Restated Articles of Incorporation by the shareholders of the Corporation, the
proper officers of the Corporation shall be, and each of them hereby is,
authorized, empowered and directed to do any and all acts and things
whatsoever, whether within or without the State of Georgia, which may be in any
way necessary or proper to effect said Amendment; and
BE IT FURTHER RESOLVED, that upon the filing of the Amended and
Restated Articles of Incorporation with the Secretary of State of Georgia, each
of the shares of Class A Common Stock of the Corporation outstanding on that
date shall be redesignated
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as, and shall be deemed to represent, one share of the Common Stock of the
Corporation; and
BE IT FURTHER RESOLVED, that upon the filing of the Amended and
Restated Articles of Incorporation with the Secretary of State of Georgia, each
of the certificates representing the shares of Class A Common Stock of the
Corporation outstanding on that date shall be deemed for all corporate purposes
to evidence ownership of the same number of shares of the Common Stock of the
Corporation, and the holders of such certificates representing shares of the
Class A Common Stock of the Corporation shall be entitled to exchange such
certificates for certificates representing the same number of shares of the
Common Stock of the Corporation; and
BE IT FURTHER RESOLVED, that upon the approval of the Amended and
Restated Articles of Incorporation by the shareholders of the Corporation, the
By-Laws of the Corporation be amended by deleting Article III, Section 2
thereof in its entirety, and by substituting in lieu thereof the following:
Section 2. Number, Election and Term. The number of
directors which shall constitute the whole board shall be eleven
(11). Provided, however, the number of directors may be increased
or decreased from time to time by the board of directors by
amendment of this by-law, but no decrease shall have the effect of
shortening the term of an incumbent director. Except as
hereinafter provided, the directors shall be elected by plurality
vote at the annual meeting of shareholders, and each director
elected shall hold office until his successor is elected and
qualified or until his earlier resignation, removal from office or
death. Directors shall be natural persons who have attained the
age of 18 years, but need not be residents of the State of Georgia
or shareholders of the corporation.
BE IT FURTHER RESOLVED, that upon the approval of the Amended and
Restated Articles of Incorporation by the shareholders of the Corporation, the
By-Laws of the Corporation be amended by deleting Article III, Section 3
thereof in its entirety, and by substituting in lieu thereof the following:
Section 3. Vacancies. Vacancies, including
vacancies resulting from any increase in the number of directors,
but not including vacancies resulting from removal from office by
the shareholders may be filled by a majority of the directors then
in office, though less than a quorum, or by a sole remaining
director, and a director so chosen shall hold office until the
next annual election and until his successor is duly elected and
qualified unless sooner displaced. If there are no directors in
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office, then vacancies shall be filled through election by the
shareholders.
BE IT FURTHER RESOLVED, that upon the approval of the Amended and
Restated Articles of Incorporation by the shareholders of the Corporation, the
By-Laws of the Corporation be amended by deleting Article III, Section 9
thereof in its entirety, and by substituting in lieu thereof the following:
Section 9. Removal of Directors. At any shareholders'
meeting with respect to which notice of such purpose has been
given, any director may be removed from office, with or without
cause, by the vote of shareholders representing a majority of the
issued and outstanding capital stock entitled to vote for the
election of directors, and his successor may be elected at the
same or any subsequent meeting of shareholders; provided that to
the extent any vacancy created by such removal is not filled by
such an election within 60 days after such removal, the remaining
directors shall, by majority vote, fill any such vacancy.
-18-
<PAGE>
CERTIFICATE OF ASSISTANT SECRETARY
The undersigned as Assistant Secretary of Intermet Corporation (the
"Corporation") hereby certifies that the following resolution was duly adopted
by the Board of Directors of the Corporation on July 26, 1990:
Upon motion duly made and seconded, Article III,
Section 2 of the Corporation's By-laws was appropriately amended to
increase the number of directors to twelve.
/s/ Rupert M. Barkoff
----------------------------
Rupert M. Barkoff
Assistant Secretary
Intermet Corporation
-19-
<PAGE>
CERTIFICATE OF ASSISTANT SECRETARY
The undersigned as Assistant Secretary of Intermet Corporation (the
"Corporation") hereby certifies that the following resolution was duly adopted
by the Board of Directors of the Corporation on February 7, 1991:
Upon motion duly made and seconded, Article III,
Section 2 of the Corporation's By-laws was amended to provide that
the number of directors of the Corporation shall be ten.
/s/ Rupert M. Barkoff
--------------------------
Rupert M. Barkoff
Assistant Secretary
Intermet Corporation
-20-
<PAGE>
CERTIFICATE OF ASSISTANT SECRETARY
The undersigned is Assistant Secretary of Intermet Corporation (the
"Corporation") hereby certifies that the following resolution was duly adopted
by the Board of Directors of the Corporation on February 11, 1993:
Upon motion duly made and seconded, Article III,
Section 2 of the Corporation's By-laws was amended to provide that
the number of directors of the Corporation shall be twelve.
/s/ Rupert M. Barkoff
---------------------------
Rupert M. Barkoff
Assistant Secretary
Intermet Corporation
-21-
<PAGE>
Exhibit 10.12(b)
CONFIDENTIAL
------------
MANAGEMENT BONUS PLAN
FOR
INTERMET CORPORATION
MASTER COPY
-----------
PLAN YEAR 1994
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
I. INTRODUCTION 1
II. PURPOSE OF THE PLAN 1
III. DEFINITIONS 1
IV. PARTICIPATION 3
V. BONUS POTENTIAL 4
VI. OBJECTIVE SETTING AND PERFORMANCE MEASUREMENT 4
VII. ACTUAL BONUSES 5
VIII. FORM AND TIMING OF BONUS PAYMENTS 8
IX. ADMINISTRATION OF THE PLAN 8
X. ADDITIONAL PROVISIONS 8
XI. EXHIBIT 1- PARTICIPANTS AND TARGET BONUSES
</TABLE>
<PAGE>
I. INTRODUCTION
The compensation strategy of Intermet Corporation (the Company) includes
providing its executives and certain other employees the opportunity to earn
annual bonuses based upon Company and/or organizational unit performance during
the year. This document contains the guidelines for implementing the Management
Bonus Plan (the Plan), which provides for cash payments of bonuses based on
achievement of Company and organizational unit objectives for the Performance
Period.
II. PURPOSE OF THE PLAN
The purpose of the Plan is to enable the Company to:
- attract and retain executives and other key employees by providing a
competitive annual bonus opportunity, and
- motivate and reward executives and other employees for their success
in accomplishing Performance Period objectives.
The remainder of the Plan document describes the essential elements for
administering the Plan, including definitions of terms, selection of
participants, bonus potential, objective setting and performance measurement,
bonus payouts, and other provisions.
III. DEFINITIONS
The following terms shall have the meanings indicated for purposes of the Plan:
(a) "Actual Bonus" shall mean the amount of any Annual Bonuses earned by
the Participant for the Plan Period. The Compensation Committee shall
approve the Actual Bonuses for all Participants.
(b) "Annual Bonus" or "Bonus" shall mean a cash bonus payment under this
Plan which is contingent upon the achievement of Company and/or
organizational unit objectives.
(c) "Board" shall mean the Board of Directors of the Company.
-1-
<PAGE>
(d) "Cause" shall mean a felony conviction of a Participant or the failure
of a Participant to contest prosecution for a felony, or a
Participant's willful misconduct or dishonesty which is harmful to the
business or reputation of the Company or a Subsidiary, or a
Participant's willful and substantial non-performance of assigned
duties. The determination of "Cause" shall be made by the
Compensation Committee based upon the information available to it and
any such determination shall be final and binding on the affected
Participant.
(e) "Company" shall mean Intermet Corporation, a Georgia corporation, its
successors or assigns.
(f) "Compensation Committee of the Board of Directors" or "Compensation
Committee" shall mean the directors of the Company who shall be
appointed from time to time by the Board, and who shall oversee the
setting of compensation for the Company's executive officers and key
personnel, including the development, interpretation, and
administration of the Management Bonus Plan.
(g) "Disability" shall mean total and permanent disability that would
qualify a Participant for benefits under the Company's long-term
disability plan or if such plan is not in existence, as determined by
the Compensation Committee.
(h) "Measurement Date" shall mean the last day of a Plan Year.
(i) "Objectives" shall mean the financial and/or other measures selected
to gauge performance during a Performance Period.
(j) "Organizational Unit" shall mean either one, or more than one, of the
principal companies that collectively form Intermet Corporation, or
any facility or departmental entity for which a performance objective
has been established.
(k) "Participant" shall mean any executive or other key employee of the
Company or a Subsidiary who is selected by the Compensation Committee,
or the Compensation Committee's designated appointee, to be a
Participant under the Plan with respect to a Plan Year. Participants
shall be designated for each Plan Year and shall be listed in Exhibit
1. Participants shall be designated as either a Corporate
Participant, or an Organizational Unit Participant.
(l) "Performance Period" shall mean the fiscal year for which Company
and/or organizational unit objectives are established. Its meaning is
the same as Plan Year.
-2-
<PAGE>
(m) "Plan" shall mean the Management Bonus Plan of Intermet Corporation
set forth herein (including all Exhibits) and as it may be amended
from time to time.
(n) "Plan Year" shall mean the Company's fiscal year beginning on or about
January 1.
(o) "Retirement" shall mean normal or early retirement of a Participant
under the provisions of a company retirement plan.
(p) "Subsidiary" shall mean any corporation of which 50% or more of the
common stock is owned by the Company, or of which 50% or more of the
common stock is owned by another subsidiary.
(q) "Target Bonus" shall mean the Target Annual Bonus, expressed as a
percent of salary for the Plan year, and it shall be one factor in
determining the Actual Bonus, if any, as of the Measurement Date.
Target Bonuses shall be approved by the Compensation Committee, or the
Compensation Committee's designated appointee, for each Participant on
or as close as possible to the beginning of the Plan Year and shall be
designated in Exhibit 1.
IV. PARTICIPATION
Participants in the Plan are selected by the Compensation Committee.
Participants shall be notified of their selection to participate in the Plan on
or before the beginning of the Plan Year, or as soon thereafter as is
practicable. Selection of Participants shall apply only to the applicable Plan
Year; selection to participate in one Plan Year is no guarantee of participation
in future Plan Years. Participants may include the executive officers and other
key employees of the Company or a Subsidiary who may be selected from time to
time by the Compensation Committee in their sole discretion. Participants will
be selected, among other things, based on their ability to impact the Company's
achievement of its Performance Period objectives. All Participants must be
employed by Intermet Corporation or a Subsidiary of the Company, on the first
day of the Plan Year and maintain continuous employment in the same or a similar
position through the end of the Plan Year. The Compensation Committee, in their
sole discretion, may approve the participation of an executive officer or other
key employee who through internal promotion or recruitment (or other similar
reasons) fills a position after the beginning of the Plan Year but may have a
significant impact on the Company's achievement of its Objectives for the Plan
Year. In that event, the Participant may earn a pro rata Bonus, contingent upon
Company and/or Organizational Unit performance. Participants who terminate
employment with the Company or a Subsidiary for any reason prior to the end of
the Plan Year, forfeit any Bonus which they could have earned under this Plan
for the Plan Year. The Compensation Committee, in their sole discretion, may
approve the payment of pro rata awards to a Participant who terminates
employment during a Plan Year due to death, Disability, or Retirement or other
termination of employment by the Company or a Subsidiary for a reason other than
Cause. Any such payments would be made after the end of the Plan Year at the
same time and in the same
-3-
<PAGE>
manner that Annual Bonuses are paid to other Participants. No such payments may
be authorized under this Plan to a Participant whose employment is terminated
for Cause.
In the event that a Participant terminates employment with the Company or a
Subsidiary for any reason following the end of the Plan Year but prior to
payment of any Actual Bonus, any unpaid Actual Bonus shall be forfeited, and the
Participant shall have no further right, title, or interest under the Plan;
provided however that this forfeiture provision shall not apply where such
termination is by reason of the Participant's death, Disability, or Retirement
or termination of employment (whether voluntary or involuntary) for a reason
other than Cause, in which event the payment of the Actual Bonus shall be made
in the normal course in accordance with the Plan. The Compensation Committee
may, in its discretion, approve the payment of all or part of the Actual Bonus
to other Participants who terminated employment after the end of the Plan Year
but prior to the payment date, provided, however, that such payments may be
authorized to a Participant whose employment is terminated for Cause.
V. BONUS POTENTIAL
The Plan allows each Participant to earn an Annual Bonus contingent upon the
results achieved during the Plan Year. Each Participant's Annual Bonus
potential is established on or as close as possible to the beginning of the Plan
Year. The bonus potential, or Target Bonus, for the Plan Year is expressed as a
percentage of base salary, and it is intended to provide a competitive Annual
Bonus, contingent upon performance. Target Bonuses for each Participant for the
Plan Year are shown in Exhibit 1.
The Compensation Committee establishes the Target Bonus for each Participant.
The extent to which the Target Bonus is earned will be approved by the
Compensation Committee after the end of the Plan Year based on actual results
achieved. The value of any Actual Bonus may be greater than or less than the
Target Bonus, depending upon performance during the Plan Year.
VI. OBJECTIVE SETTING AND PERFORMANCE MEASUREMENT
The Plan is intended to reward Participants for contributing to the achievement
of Company Objectives and accomplishing Organizational Unit Objectives for the
Performance Period. The Compensation Committee establishes the Company
Objectives at or near the beginning of the Plan Year. The Company Objectives
guide the development of Organizational Unit Objectives for Participants in the
Plan.
Company Objectives will be comprised of one or more measures of Company, and/or
Organizational Unit, financial performance. For each Objective, the
Compensation Committee will establish a range of performance defined by a
target, minimum, and maximum level. The target represents the planned level of
performance (100% achievement of the Objective). The
-4-
<PAGE>
minimum represents the lowest level of performance at which Bonuses may begin to
be earned. This typically will be 80% of the target. The maximum represents
the highest level of performance which is likely to be attained during the
performance period. This typically will be 120% of the target.
After the end of the Plan Year, when final results are known, the Compensation
Committee will determine how Company performance and Organizational Unit
performance compared to the Performance Period Objectives. Based on these
evaluations of performance, Participants may earn Bonuses under this Plan.
VII. ACTUAL BONUSES
A. Corporate Participants
- --------------------------
At the end of a Performance Period, the following table will be used to measure
the Company's financial performance and to calculate a Participant's Actual
Bonus.
<TABLE>
<CAPTION>
===============================================================================
COLUMN A COLUMN B
-------- --------
PERCENT OF
THE COMPANY'S
ACTUAL FINANCIAL PERFORMANCE A PARTICIPANT'S TARGET BONUS
VS. IS MULTIPLIED
FINANCIAL PERFORMANCE TARGET BY THIS PERCENTAGE
- --------------------------------------------------------------------------------
<S> <C>
LESS THAN 80% 0%
- --------------------------------------------------------------------------------
80% 50%
- --------------------------------------------------------------------------------
90% 75%
- --------------------------------------------------------------------------------
100% 100%
- --------------------------------------------------------------------------------
110% 125%
- --------------------------------------------------------------------------------
120% 150%
- --------------------------------------------------------------------------------
GREATER THAN 120% 150%
================================================================================
</TABLE>
If the Company achieves 100% of its financial performance target (Column A), a
Participant's Target Bonus would be multiplied by 100% (Column B) to determine
the Participant's Actual Bonus. If the Company reaches 120% of its financial
performance target, a Participant's Target Bonus would be multiplied by 150%.
Similarly, if the Company reaches only 80% of its financial performance target,
a Participant's Target Bonus would be multiplied by 50%.
If financial performance attainment equals a percentage other than one displayed
in Column A, then the accompanying bonus percentage from Column B is
interpolated mathematically.
-5-
<PAGE>
B. Organizational Unit Participants
- ------------------------------------
An Organizational Unit Participant's Target Bonus is split into two components.
Twenty-five percent of the Participant's Target Bonus is based on the Company's
financial performance. The remaining 75% of a Participant's Target Bonus is
based on the Participant's Organizational Unit's performance. The Company's
financial performance, in conjunction with the Participant's Organizational
Unit's performance, determines the Participant's Actual Bonus.
The first component of an Organizational Unit Participant's Actual Bonus is
calculated using Table I. Table I outlines how 25% of a Participant's Target
Bonus is impacted by the Company's financial performance. If the Company's
financial performance reaches 80% of its target (Table I, Column A), 25% of an
Organizational Unit Participant's Target Bonus would be paid at the 50% level
(Table I, Column B). If 100% of the Company's financial performance target is
reached, 25% of the Organizational Unit Participant's Target Bonus would be paid
at the 100% level. Likewise, 120% financial performance achievement would
result in 25% of the Organizational Unit Participant's Target Bonus being paid
at the 150% level.
<TABLE>
<CAPTION>
TABLE I
================================================================================
COLUMN A COLUMN B
-------- --------
PERCENT OF
THE COMPANY'S 25% OF A PARTICIPANT'S
ACTUAL FINANCIAL PERFORMANCE TARGET BONUS
VS. IS MULTIPLIED
FINANCIAL PERFORMANCE TARGET BY THIS PERCENTAGE
- --------------------------------------------------------------------------------
<S> <C>
LESS THAN 80% 0%
- --------------------------------------------------------------------------------
80% 50%
- --------------------------------------------------------------------------------
90% 75%
- --------------------------------------------------------------------------------
100% 100%
- --------------------------------------------------------------------------------
110% 125%
- --------------------------------------------------------------------------------
120% 150%
- --------------------------------------------------------------------------------
GREATER THAN 120% 150%
================================================================================
</TABLE>
If financial performance attainment equals a percentage other than one displayed
in Column A, then the accompanying bonus percentage from Column B is
interpolated mathematically.
-6-
<PAGE>
Table II will be used to assess a Participant's Organizational Unit's financial
performance and the second component of an Organizational Unit Participant's
Actual Bonus will be calculated. If a Participant's Organizational Unit's
financial performance is less than 80% of its financial performance target, the
Organizational Unit Participant would still receive the component of his Bonus
that is based on the Company's financial performance.
<TABLE>
<CAPTION>
TABLE II
================================================================================
COLUMN A COLUMN B
-------- --------
PERCENT OF
ORGANIZATIONAL UNIT'S 75% OF A PARTICIPANT'S
ACTUAL FINANCIAL PERFORMANCE TARGET BONUS
VS. IS MULTIPLIED
FINANCIAL PERFORMANCE TARGET BY THIS PERCENTAGE
- --------------------------------------------------------------------------------
<S> <C>
LESS THAN 80% 0%
- --------------------------------------------------------------------------------
80% 50%
- --------------------------------------------------------------------------------
90% 75%
- --------------------------------------------------------------------------------
100% 100%
- --------------------------------------------------------------------------------
110% 125%
- --------------------------------------------------------------------------------
120% 150%
- --------------------------------------------------------------------------------
GREATER THAN 120% 150%
================================================================================
</TABLE>
If a Participant's Organizational Unit achieves 100% of its financial
performance target (Table II, Column A), 75% of an Organizational Unit
Participant's Target Bonus would be multiplied by 100% (Table II, Column B) to
determine the second component of the Organizational Unit Participant's Actual
Bonus. If a Participant's Organizational Unit reaches 120% of its financial
performance target, 75% of an Organizational Unit Participant's Target Bonus
would be multiplied by 150%. Similarly, if a Participant's Organizational Unit
reaches only 80% of its financial performance target, 75% of an Organizational
Unit Participant's Target Bonus would be multiplied by 50%.
If financial performance attainment equals a percentage other than one displayed
in Column A, then the accompanying bonus percentage from Column B is
interpolated mathematically.
-7-
<PAGE>
VIII. FORM AND TIMING OF BONUS PAYMENTS
Actual Bonuses, if any, will be approved by the Compensation Committee and will
be paid in cash in a lump sum after the end of the Plan Year when final results
are known and performance against Objectives can be determined. Payment will be
made no later than March 15 of the calendar year following the Plan Year.
IX. ADMINISTRATION OF THE PLAN
The Compensation Committee is responsible for the maintenance and administration
of the Plan. Those activities include but are not limited to selecting
Participants, maintaining a list of current Participants, establishing Company
and Organizational Unit Objectives, establishing a Target Bonus for each
Participant, monitoring performance during the Plan Year, measuring performance
at the end of the period, approving the amount of any Actual Bonuses, and
directing that Actual Bonuses be paid to eligible Participants. The Board is
responsible for approving the Compensation Committee's recommendations.
X. ADDITIONAL PROVISIONS
A. Amendment or Termination
- ----------------------------
The Company may amend, alter, or discontinue the Plan at any time without prior
notice, subject to the following limitations:
(i) No such termination or amendment shall adversely affect the right,
title or interest of the Participant in an Actual Bonus for which the
Plan Year has already ended, and the Plan shall continue with respect
to the Actual Bonus on its original terms until such Actual Bonus has
been paid in full.
(ii) In the event of any Plan termination, or in the event of an amendment
which shall adversely affect the right, title or interest of the
Participant with respect to such Plan Year, any uncompleted Plan Year
shall be deemed to have ended on the effective date of such
termination or amendment, performance shall thereupon be administered
in accordance with Article VI and, assuming the Compensation Committee
determine the performance criteria have been met, pro rata awards will
be paid based upon the portion of the Plan Year which elapsed between
the beginning of the Plan Year and the date of such termination or
amendment.
-8-
<PAGE>
B. Effective Date of the Plan
- ------------------------------
The Plan shall become effective upon its approval by the Company. It shall
continue in effect until such time as the Company chooses to discontinue the
Plan. Initial implementation of the Plan may be made retroactive to the
beginning of the fiscal year in which the Plan is adopted.
C. Authority of the Compensation Committee
- -------------------------------------------
The construction and interpretation of the Plan by the Compensation Committee
shall be final and binding upon the Company and all Participants. The authority
of the Compensation Committee shall specifically include, but not be limited to
the resolution, in accordance with the Plan, of any issue regarding establishing
or amending annual Objectives, evaluating Company or Organizational Unit
performance relative to the annual Objectives, determining the extent to which
any Target Bonuses were earned, and determining whether any Actual Bonuses are
payable.
D. Delegation
- --------------
The Compensation Committee may delegate a portion of their duties to an officer
or other employee or group thereof, of the Company.
E. Records and Rules
- ---------------------
The Company shall keep written records sufficient to reflect the identity of
Participants in each Plan Year, their Target Bonuses, any Company or
Organizational Unit Objectives for the Plan Year and the Determination of Actual
Bonuses. The Company may adopt such rules as it shall deem reasonable and
appropriate to the administration of the Plan.
F. Employment and Other Rights
- -------------------------------
Nothing contained herein shall require the Company to continue any Participant
in the Company's or a Subsidiary's employ, or require any Participant to
continue in the Employ of the Company or a Subsidiary, nor does the Plan create
any rights of any Participant, or Beneficiary or any obligations on the part of
the Company or a Subsidiary other than those set forth herein. The Actual
Bonuses payable under this Plan shall be independent of any and in addition to,
any other agreements that may exist from time to time concerning any other
compensation or benefits payable by the Company or a Subsidiary.
-9-
<PAGE>
G. Right to Benefits
- ---------------------
The sole interest of each Participant under the Plan shall be to receive the
Actual Bonuses provided herein, if and when the same shall become due and
payable in accordance with the terms hereof, and no Participant shall have any
right, title or interest in or to any of the specific assets of the Company or a
Subsidiary. All Actual Bonuses hereunder shall be paid solely from the general
assets of the Company and no employer shall maintain any separate fund or their
segregated assets to provide any benefits hereunder. In no manner shall any
assets of the Company or a Subsidiary be deemed or construed through any of the
provision of this Plan to be held in trust for the benefit of any Participant or
to be collateral security for the performance of the obligations imposed by the
Plan on the Company. The rights of any Participant shall be solely those of a
general unsecured creditor of the Company, as determined under applicable law.
H. Offset to Benefits
- ----------------------
Any other provision of the Plan to the contrary notwithstanding, the Company
may, if the Compensation Committee in their sole and absolute discretion shall
determine, offset against any amounts to be paid to a Participant under the Plan
any amounts which such Participant may owe to the Company or a Subsidiary.
I. Nonalienation of Benefits
- -----------------------------
Except as otherwise mandated by law, no benefit, payment or distribution under
this Plan shall be subject either to the claim of any creditor of a Participant,
or to attachment, garnishment, levy, execution or other legal or equitable
process, by any creditor of such person, and no such person shall have any right
to alienate, commute, anticipate or assign (either at law or equity) all or any
portion of any benefit, payment or distribution under this Plan. The Plan shall
not in any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person entitled to benefits hereunder.
In the event that any Participant's benefits are garnished or attached by order
of any court, the Company may elect to bring an action for a declaratory
judgment in a court of competent jurisdiction to determine the proper recipient
of the benefits to be paid by the Plan. During the pendency of said action, any
benefits that become payable may be paid into the court as they become payable,
to be distributed by the court to the recipient as it deems proper at the close
of said action.
-10-
<PAGE>
J. Withholding and Deductions
- ------------------------------
All payments made by the Company or a Subsidiary under the Plan to any
Participants shall be subject to applicable withholding and to such other
deductions as shall at the time of such payment be required under any income tax
or other law, whether of the United States or any other jurisdiction.
Determinations by the Company as to withholding with respect thereto shall be
binding on the Participant.
K. Merger/Consolidation/Change of Control
- ------------------------------------------
In the event that the Company or a Subsidiary shall merge or consolidate with
any other corporation or organization, or its business activities are taken over
by any other organization, and such succeeding or continuing corporation or
other organization shall fail to expressly assume the rights and obligations of
such employer under the Plan and agree to continue the Plan for the Plan Year,
the date immediately prior to the date of such merger, consolidation or takeover
shall be deemed the date of termination of the Plan and Participants shall be
entitled to benefits in accordance with Article X, A (ii). Any Actual Bonus
which has been approved by the Compensation Committee but has not been paid
prior to the date of such merger, consolidation or change of control shall
continue as an obligation of the Company or of such succeeding or continuing
corporation or other organization and shall be paid in accordance with the Plan.
L. Adjustments
- ---------------
Any other provision of the Plan to the contrary notwithstanding, the Company in
its sole discretion and in light of the Objectives of the Plan may take such
action as it shall deem reasonable and appropriate in the determination of
annual Objectives, the Company's and/or an Organizational Unit's performance
with respect thereto, and/or the resulting Actual Bonus to adjust for the
distortive effects, if any, or any singular event(s) and/or extraordinary
item(s) arising in the conduct of the business of the Company or a Subsidiary.
Such event(s) and/or item(s) may result from, but are not necessarily limited
to, a change in accounting method, the sale of assets and/or business
operations, a restructuring or reorganization of the Company or a Subsidiary or
other unexpected event which materially alters the financial performance of the
Company and/or its Organizational Units.
M. Construction
- ----------------
In the construction of the Plan, the masculine shall include the feminine and
the singular the plural in all cases where such meanings would be appropriate.
-11-
<PAGE>
N. Effect of Invalidity of Provision
- -------------------------------------
If any provision of this Plan is held invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provisions hereof, and this Plan
shall be construed and enforced as if such provision had not been included.
O. Inurement
- -------------
This Plan shall be binding upon and inure to the benefit of the Company and its
successors and assigns and the Participants, and their administrators and
beneficiaries.
P. Personal Liability
- ----------------------
No members of the Board of Directors or the Compensation Committee, nor any
officer or employee of the Company or a Subsidiary acting on behalf of the
Company or Subsidiary shall be personally liable for any action, determination,
or interpretation taken or made with respect to the Plan, and all members of the
Board or the Compensation Committee and each and any officer or employee of the
Company or a Subsidiary acting on their behalf shall be fully indemnified and
protected by the Company in respect of any such action, determination or
interpretation.
Q. Corporate Rights
- --------------------
The existence of the Management Bonus Plan shall not affect the right or power
of the Company to make adjustments, recapitalizations, reorganizations, or other
changes to the Company's capital structure or its business; issue bonds,
debentures, common, preferred or prior preference stocks; dissolve or liquidate
the Company, or sell or transfer any part of its assets or business; or any
other corporate act, whether of a similar character or otherwise.
R. Controlling Law
- -------------------
The validity, interpretation, and administration of the Plan and of any rules,
regulations, determinations, or decisions made thereunder, and the rights of any
and all persons having or claiming to have any interest therein or thereunder,
shall be determined exclusively in accordance with the laws of the State of
Georgia. Without limiting the generality of the foregoing, the period within
which any action in connection with the Plan must be commenced shall be governed
by the laws of the State of Georgia.
-12-
<PAGE>
S. Execution
- -------------
IN WITNESS WHEREOF, the Company has caused this Plan to be signed by its duly
authorized officers this 11th day of July , 1994.
------ -------------
INTERMET CORPORATION
ATTEST: John D. Ernst BY:/s/ James W. Rydel
-------------------------- --------------------------------------
TITLE: V.P. Human Resources
-----------------------------------
-13-
<PAGE>
EXHIBIT 10.16
EMPLOYMENT AGREEMENT
Between
INTERMET CORPORATION
And
JOHN E. DODDRIDGE
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
ARTICLE I - Duties........................................... 1
1.01 Duties............................................. 1
1.02 Other Activities................................... 1
ARTICLE II - Term of Agreement............................... 2
2.01 Term............................................... 2
ARTICLE III - Compensation................................... 2
3.01 Base Salary........................................ 2
3.02 Bonus.............................................. 2
ARTICLE IV - Other Benefits.................................. 3
4.01 Incentive, Savings and Retirement Plans............ 3
4.02 Welfare Benefits................................... 3
4.03 Fringe Benefits.................................... 3
4.04 Expenses........................................... 3
4.05 Automobile......................................... 4
4.06 Office and Support Staff........................... 4
4.07 Vacation........................................... 4
ARTICLE V - Termination of Employment........................ 4
5.01 Termination of Employment for Cause or Other Than
for Good Reason.................................... 4
5.02 Termination of Employment for Death or Disability.. 5
5.03 Termination of Employment By The Company Without
Cause Or By the Executive for Good Reason.......... 6
5.04 Other Termination Benefits......................... 6
ARTICLE VI - Certain Definitions............................. 7
6.01 "Disability"....................................... 7
6.02 "Cause"............................................ 7
6.03 "Good Reason"...................................... 7
6.04 "Date of Termination".............................. 8
ARTICLE VII - Restrictive Covenants.......................... 8
7.01 Trade Secrets, Confidential and Proprietary
Business Information............................... 8
7.02 Non-Competition.................................... 9
7.03 Undertaking Regarding Employees.................... 10
7.04 Disclosure of Employee-Created Trade Secrets,
Confidential and Proprietary Business Information.. 10
7.05 Survival of Undertakings and Injunctive Relief..... 10
ARTICLE VIII - Miscellaneous................................. 11
8.01 Expenses........................................... 11
8.02 Full Settlement.................................... 11
8.03 Assignment, Successors............................. 12
</TABLE>
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TABLE OF CONTENTS
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(CONTINUED)
<TABLE>
<CAPTION>
PAGE
<S> <C>
8.04 Beneficiary........................................ 12
8.05 Nonalienation of Benefits.......................... 12
8.06 Severability....................................... 12
8.07 Amendment and Waiver............................... 13
8.08 Notices............................................ 13
8.09 Counterpart Originals.............................. 13
8.10 Entire Agreement................................... 13
8.11 Effect on Other Agreements......................... 14
8.12 Applicable Law..................................... 14
</TABLE>
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<PAGE>
EMPLOYMENT AGREEMENT
--------------------
THIS AGREEMENT, dated as of the 1st day of December, 1994, is made by and
between INTERMET CORPORATION, a Georgia corporation having its principal place
of business in Atlanta, Georgia (the "Company"), and JOHN E. DODDRIDGE, a
resident of Bloomfield Hills, Michigan (the "Executive").
The Company desires to continue the services of the Executive, and the
Executive is willing to render such services, in accordance with the terms
hereinafter set forth.
Accordingly, the Company and the Executive agree as follows:
ARTICLE I
Duties
1.01 Duties. The Executive shall be the Chief Executive Officer of the
------
Company, and both a member of and the Chairman of the Board of Directors of the
Company (the "Board"), and shall assume the duties and responsibilities
commensurate with those positions, it being contemplated that the shareholders
and Directors of the Company will elect and re-elect the Executive to those
offices throughout the Contract Term (as defined in Section 2.01). The
Executive will report solely to the Board. During the Contract Term, and
excluding any periods of vacation, sick leave or disability to which the
Executive is entitled, the Executive agrees to devote the Executive's full
attention and time to the business and affairs of the Company and to use the
Executive's best efforts to perform faithfully and efficiently the duties and
responsibilities of the Executive's positions as described herein.
1.02 Other Activities. During the Contract Term (as defined in Section
----------------
2.01), it shall not be a violation of this Agreement for the Executive to (a)
serve on corporate, civic or charitable boards or committees, (b) deliver
lectures, fulfill speaking engagements or teach at educational institutions or
(c) manage personal investments, so long as such activities are consistent with
the policies of the Company as of the date hereof and do not significantly
interfere with the performance of the Executive's duties in accordance with this
Agreement.
ARTICLE II
Term of Agreement
2.01 Term. Subject to the termination provisions hereinafter provided, the
----
term ("Contract Term") of this Agreement shall commence on October 27, 1994 and
end on December 31, 1997;
<PAGE>
provided, however, that if written notice that this Agreement is not being
extended is not given by the Company or the Executive on or before December 31,
1995, the Contract Term shall be automatically extended each day commencing with
December 31, 1995 for an additional day such that commencing December 31, 1995,
this Agreement shall perpetually have an unexpired term of two (2) years until
the date written notice is provided by either the Company or the Executive that
this Agreement is not to be further extended.
ARTICLE III
Compensation
3.01 Base Salary. During the Contract Term, the Company shall pay or cause
-----------
to be paid to the Executive in cash, in accordance with the normal payroll
practices of the Company for peer executives, in installments not less
frequently than monthly, an annual base salary ("Annual Base Salary") equal to
$350,000 for each year of the Contract Term. The Company may from time to time
increase the Executive's Annual Base Salary, provided that it shall not be
reduced after any such increase, and the term Annual Base Salary as used in this
Agreement shall refer to the Annual Base Salary as so increased.
3.02 Bonus. The Company shall pay or cause to be paid to the Executive a
-----
bonus ("Annual Bonus") for each year of the Contract Term equal to one-half of
one percent (0.5%) of the Company's income for the fiscal year the last day of
which falls within the calendar year with respect to which the bonus is payable,
calculated in accordance with generally accepted accounting principles
consistently applied, prior to deduction for applicable federal, state and local
taxes, and prior to payment of executive bonuses and minority interest payments
with respect to subsidiaries and affiliates of the Company of which the Company
owns less than 100%; provided, however, that for fiscal years ending on or
before December 31, 1997 the Annual Bonus shall be not less than $150,000
("Guaranteed Annual Bonus"); and further provided, that for the first year of
the Contract Term, the Annual Bonus shall be equal to a time-prorated fraction
of the amount described above.
ARTICLE IV
Other Benefits
4.01 Incentive, Savings and Retirement Plans. In addition to Annual Base
---------------------------------------
Salary and Guaranteed Annual Bonus, the Executive shall be entitled to
participate during the Contract Term in all
-2-
<PAGE>
incentive savings and retirement plans, practices, policies and programs
applicable to other peer executives of the Company, including, without
limitation:
(a) Stock Options. The Company hereby agrees to grant to the Executive, as
-------------
of December 1, 1994, an option to purchase 100,000 shares of the common
stock of the Company, par value $0.10 per share, pursuant to the terms of
the Intermet Corporation Key Individual Stock Option Plan, at an exercise
price of $5.75 per share. The option shall be immediately exercisable in
accordance with and subject to the terms of the Intermet Corporation Special
Stock Option Agreement which is attached hereto as Exhibit A.
(b) Restricted Stock. The Company hereby agrees to grant to the Executive,
----------------
on December 1, 1994, an award of restricted stock of 50,000 shares of common
stock of the Company ("Restricted Stock"). Subject to the terms of the
Intermet Corporation Restricted Stock Award Agreement attached hereto as
Exhibit B, of the Restricted Stock, 20,000 shares shall be fully vested and
nonforfeitable on the date of grant, and of the remaining 30,000 shares,
10,000 shall become fully vested and nonforfeitable on each of December 1,
1995, December 1, 1996 and December 1, 1997.
4.02 Welfare Benefits. During the Contract Term, the Executive and/or the
----------------
Executive's family, as the case may be, shall be eligible for participation in
and shall receive all benefits under welfare benefit plans, practices, policies
and programs provided by the Company (including, and without limitation,
medical, prescription, dental, disability, salary continuance, employee life,
group life, dependent life, accidental death and travel accident insurance plans
and programs) and applicable to other peer executives of the Company.
4.03 Fringe Benefits. During the Contract Term, the Executive shall be
---------------
entitled to fringe benefits applicable to other peer executives of the Company.
4.04 Expenses. During the Contract Term, the Executive shall be entitled to
--------
receive prompt reimbursement for all reasonable employment-related expenses
incurred by the Executive upon the Company's receipt of accountings in
accordance with practices, policies and procedures applicable to peer executives
of the Company.
4.05 Automobile. During the Contract Term and in accordance with its
----------
applicable policies, the Company shall furnish to the Executive an automobile of
his choice, which is an American luxury car equivalent to a Cadillac STS. The
Employer shall pay for all expenses associated with the use and enjoyment of the
-3-
<PAGE>
automobile; and shall replace the automobile with a new one on a schedule not
less frequently than once every three years. The Company shall issue the
Executive a copy of IRS Form 1099 for tax purposes which reflects the value of
the Executive's personal use of the vehicle, and shall pay to the Executive an
amount in cash ("Gross-up Payment") which, after reducing such payment by the
amount of federal, state, city and other income and other taxes applicable to
the Gross-up Payment, will equal the amount of federal, state, city and other
income and other taxes which must be paid by the Executive with respect to the
value of the Executive's personal use of the vehicle.
4.06 Office and Support Staff. During the Contract Term, the Executive
------------------------
shall be entitled to an office or offices of a size and with furnishings and
other appointments, and to personal secretarial and other assistance provided
with respect to other peer executives of the Company, but which is consistent
with his positions as Chief Executive Officer and Chairman of the Board.
4.07 Vacation. During the Contract Term, the Executive shall be entitled to
--------
paid vacation time in accordance with the plans, practices, policies, and
programs applicable to other peer executives of the Company, but not less than
four weeks for each calendar year.
ARTICLE V
Termination of Employment
5.01 Termination of Employment for Cause or Other Than for Good Reason.
-----------------------------------------------------------------
If, before the end of the Contract Term, the Company terminates the Executive's
employment for Cause or the Executive terminates employment other than for Good
Reason, then the Company shall pay to the Executive in a lump sum immediately
after the Date of Termination that portion of the Executive's Annual Base Salary
which is accrued but unpaid as of such Date of Termination, but the Executive
will not be entitled to receive any other compensation or benefits under this
Agreement. Notwithstanding the foregoing, no termination of employment for
Cause shall be valid unless, no fewer than seven (7) days prior to the Date of
Termination, the Company provides the Executive with written notice of its
intent to consider termination of the Executive's employment for Cause,
including a detailed description of the specific reasons which form the basis
for such consideration. Thereafter, for a period of not less than 14 days after
the date notice of termination is provided, the Executive shall have the
opportunity to appear before the Board, with or without legal representation, at
the Executive's election, to present arguments on his own behalf. Following
such presentation to the Board, the Executive shall be terminated for Cause only
if (a) three-quarters (3/4) of the members of the Board determine
-4-
<PAGE>
that the actions of the Executive constituted Cause and that the Executive's
employment should accordingly be terminated for Cause; and (b) the Board
provides the Executive with a written determination setting forth in full
specificity the basis of such termination of employment.
5.02 Termination of Employment for Death or Disability. If, before the end
-------------------------------------------------
of the Contract Term, the Executive's employment terminates due to death or
Disability, the Company shall pay to the Executive (or to the Executive's
Beneficiary, as defined in Section 8.04) in a lump sum immediately after the
Date of Termination an amount which is equal to the sum of the amounts specified
in Sections 5.02(a), (b) and (c) and shall pay as provided in Section 5.02(d)
the amounts specified in Section 5.02(d):
(a) that portion of the Executive's Annual Base Salary which is accrued but
unpaid as of the Date of Termination, and
(b) the amount of any Annual Bonus accrued during any period which ended
during the Contract Term prior to the Date of Termination, but which is
unpaid as of the Date of Termination, and
(c) the Executive's prorata bonus ("Prorata Bonus") for any period that has
not ended prior to Date of Termination ("Termination Performance Period"),
which shall be equal to the product of the Annual Bonus (equal to the
Executive's Annual Bonus for the fiscal year immediately preceding the Date
of Termination or, if the Date of Termination occurs prior to the end of
the first full fiscal year of the Contract Term, equal to $150,000),
multiplied by a fraction, the numerator of which is the number of days in
the Termination Performance Period which elapsed prior to the Date of
Termination, and the denominator of which is the total number of days in
the Termination Performance Period, and
(d) an amount equal to the product of two times the Executive's Annual Base
Salary and Guaranteed Annual Bonus, payable in normal payroll period
installments.
5.03 Termination of Employment By The Company Without Cause Or By the
----------------------------------------------------------------
Executive for Good Reason. If, before the end of the Contract Term, the
- -------------------------
Executive's employment is terminated by the Company without Cause or by the
Executive for Good Reason, the Executive shall receive, in a lump sum in cash
payable immediately after the Date of Termination, an amount equal to the sum of
the following:
-5-
<PAGE>
(a) that portion of the Executive's Annual Base Salary and any Guaranteed
Annual Bonus which is accrued but unpaid as of the Date of Termination,
(b) the amount of the Executive's Annual Base Salary which would be payable
for the period beginning on the Date of Termination and ending on the last
day of the Contract Term,
(c) the amount of the Executive's Annual Bonus for the remainder of the
Contract Term, equal to the Executive's Annual Bonus for the fiscal year
immediately preceding the Date of Termination (or, if the Date of
Termination occurs prior to the end of the first full fiscal year of the
Contract Term, equal to $150,000), multiplied by a fraction the numerator
of which is the number of full years and portions of years between the
Termination Date and the last day of the Contract Term, and the denominator
of which is the total number of years in the Contract Term,
(d) the total amount (if any) of the Executive's unvested benefits under
any profit sharing plan, retirement plan, ESOP or any other plan which are
forfeited on account of the Executive's employment being terminated, and
(e) the benefits to which the Executive was entitled during the Contract
Term under Section 4.02 hereof. Notwithstanding the foregoing and Section
8.02, the amount of any benefits provided under Section 5.03(e) shall be
reduced or eliminated to the extent the Executive becomes entitled to
duplicative benefits by virtue of his subsequent employment after the Date
of Termination.
5.04 Other Termination Benefits. In addition to any amounts or benefits
--------------------------
payable upon termination of employment hereunder and except as otherwise
provided herein, the Executive shall be entitled to any payments or benefits
explicitly provided under the terms of any plan, policy or program of the
Company or as otherwise required by applicable law.
ARTICLE VI
Certain Definitions
6.01 "Disability" means any medically determinable physical or mental
----------
impairment, that can be expected to last for a continuous period of not less
than six (6) months, and that renders the Executive unable to perform the duties
required under this Agreement. The date of the determination of Disability is
the date on which the Executive is certified as having incurred a Disability by
a physician acceptable to the Company.
-6-
<PAGE>
6.02 "Cause" means (a) the Executive's committing any felony or other crime
-----
involving dishonesty; (b) any serious misconduct in the course of the
Executive's employment; or (c) the Executive's habitual neglect of the
Executive's duties (other than on account of Disability), except that (d) Cause
shall not mean:
(1) bad judgment or negligence other than habitual neglect of
duty;
(2) any act or omission believed by the Executive in good faith
to have been in or not opposed to the interest of the Company (without
intent of the Executive to gain therefrom, directly or indirectly, a
profit to which the Executive was not legally entitled);
(3) any act or omission with respect to which a determination
could properly have been made by the Board that the Executive met the
applicable standard of conduct for indemnification or reimbursement
under the By-Laws of the Company, any applicable indemnification
agreement or the laws and regulations under which the Company is
governed, in each case in effect at the time of such act or omission;
or
(4) any act or omission with respect to which notice of
termination of employment of the Executive is given more than twelve
(12) months after the earliest date on which any member of the Board
who is not a party to the act or omission, knew or should have known
of such act or omission.
6.03 "Good Reason" means the occurrence of any one of the following events:
-----------
(a) the failure of the shareholders and the Directors of the Company
to elect and re-elect the Executive Chief Executive Officer and a member of
the Board and Chairman of the Board,
(b) assignment to the Executive of any duties materially and
adversely inconsistent with the Executive's position as specified in Article
I hereof (or such other position to which he may be promoted), including
status, offices, or responsibilities as contemplated under Article I of this
Agreement (but excluding a diminution of title which does not result in a
diminution of status, offices or responsibilities), or any other action by
the Company which results in a material and adverse change in such position,
status, offices, titles or responsibilities,
-7-
<PAGE>
(c) the failure of the Company to assign this Agreement to a
successor to the Company,
(d) any failure by the Company to comply with the provisions of
Article III of this Agreement,
(e) the Company's requiring, without the Executive's written consent,
the Executive to be based at any office or location more than 50 miles from
the Atlanta office, or
(f) any material adverse change to the terms and conditions of the
Executive's employment under this Agreement;
if the Company fails to cure such event within 30 days after written notice from
the Executive; provided, however, that if the event is intentional, knowing or
repeated, the Executive shall not be required to provide written notice or an
opportunity to cure.
6.04 "Date of Termination" means the date as of which the Executive's
-------------------
employment with the Company is terminated by the Company or by the Executive for
any reason including, but not limited to, death or Disability.
ARTICLE VII
Restrictive Covenants
7.01 Trade Secrets, Confidential and Proprietary Business Information
----------------------------------------------------------------
(a) The Company has advised the Executive and the Executive
acknowledges that it is the policy of the Company to maintain as secret and
confidential all Protected Information (as defined below), and that Protected
Information has been and will be developed at substantial cost and effort to the
Company. "Protected Information" means trade secrets, confidential and
proprietary business information of the Company, any information of the Company
other than information which has entered the public domain (unless such
information entered the public domain through the efforts of or on account of
the Executive), and all valuable and unique information and techniques acquired,
developed or used by the Company relating to its business, operations, employees
and customers, which give the Company a competitive advantage over those who do
not know the information and techniques and which are protected by the Company
from unauthorized disclosure, including but not limited to, customer lists
(including potential customers), sources of supply, processes, plans, materials,
pricing information, internal
-8-
<PAGE>
memoranda, marketing plans, internal policies, and products and services which
may be developed from time to time by the Company and its agents or employees.
(b) The Executive acknowledges that the Executive will acquire
Protected Information with respect to the Company and its successors in
interest, which information is a valuable, special and unique asset of the
Company's business and operations and that disclosure of such Protected
Information would cause irreparable damage to the Company.
(c) The Executive shall not, directly or indirectly, divulge, furnish
or make accessible to any person, firm corporation, association or other entity
(otherwise than as may be required in the regular course of the Executive's
employment) nor use in any manner, either during or after termination of
employment by the Company, any Protected Information, or cause any such
information of the Company to enter the public domain.
7.02 Non-Competition.
---------------
(a) The Executive agrees that the Executive shall not during the
Executive's employment with the Company, and, if the Executive's employment is
terminated for any reason other than termination of employment without Cause or
for Good Reason, thereafter for a period of one (1) year, directly or
indirectly, in any capacity, engage or participate in, or become employed by or
render advisory or consulting or other services in connection with any
Prohibited Business as defined in Section 7.02(c).
(b) The Executive agrees that the Executive shall not during the
Executive's employment with the Company, and, if the Executive's employment is
terminated for any reason, thereafter for a period of one (1) year, make any
financial investment, whether in the form of equity or debt, or own any
interest, directly or indirectly, in any Prohibited Business. Nothing in this
Section 7.02 shall, however, restrict the Executive from making any investment
in any company whose stock is listed on a national securities exchange or
actively traded in the over-the-counter market; provided that (i) such
investment does not give the Executive the right or ability to control or
influence the policy decisions of any Prohibited Business, and (ii) such
investment does not create a conflict of interest between the Executive's duties
hereunder and the Executive's interest in such investment.
(c) For the purpose of this Section 7.02, "Prohibited Business" shall
be defined as any business and any branch, office or operation thereof, which is
a direct and material competitor of the Company wherever the Company does
business, in the United States or abroad, and which has established or seeks to
establish
-9-
<PAGE>
contact, in whatever form (including but not limited to solicitation of sales,
or the receipt or submission of bids) with any entity who is at any time a
client, customer or supplier of the Company (including but not limited to all
subdivisions of the federal government.)
7.03 Undertaking Regarding Employees. From the date hereof until two years
-------------------------------
after the Executive's Date of Termination, the Executive shall not, directly or
indirectly (a) encourage any employee of the Company or its successors in
interest to leave their employment with the Company or its successors in
interest; or (b) employ, hire, solicit or cause to be employed or hired or
solicited (other than by the Company or its successors in interest), or
establish a business with, or encourage others to hire, any person who within
two (2) years prior thereto was employed by the Company or its successors in
interest.
7.04 Disclosure of Employee-Created Trade Secrets, Confidential and
--------------------------------------------------------------
Proprietary Business Information. The Executive agrees to promptly disclose to
- --------------------------------
the Company all Protected Information developed in whole or in part by the
Executive during the Executive's employment with the Company and which relate to
the Company's business. Such Protected Information is, and shall remain, the
exclusive property of the Company. All writings created during the Executive's
employment with the Company (excluding writings unrelated to the Company's
business) are considered to be "works-for-hire" for the benefit of the Company
and the Company shall own all rights in such writings.
7.05 Survival of Undertakings and Injunctive Relief.
----------------------------------------------
(a) The provisions of Sections 7.01, 7.02, 7.03 and 7.04 shall
survive the termination of the Executive's employment with the Company
irrespective of the reasons therefor.
(b) The Executive acknowledges and agrees that the restrictions
imposed upon the Executive by Sections 7.01, 7.02, 7.03 and 7.04 and the purpose
of such restrictions are reasonable and are designed to protect the Protected
Information and the continued success of the Company without unduly restricting
the Executive's future employment by others. Furthermore, the Executive
acknowledges that, in view of the Protected Information which the Executive has
or will acquire or has or will have access to and in view of the necessity of
the restrictions contained in Sections 7.01, 7.02, 7.03 and 7.04, any violation
of any provision of sections 7.01, 7.02, 7.03 and 7.04 hereof would cause
irreparable injury to the Company and its successors in interest with respect to
the resulting disruption in their operations. By reason of the foregoing, the
Executive consents and agrees that if the Executive violates any of the
provisions of Sections 7.01, 7.02, 7.03 or 7.04 of this Agreement, the
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<PAGE>
Company and its successors in interest as the case may be, shall be entitled, in
addition to any other remedies that they may have, including money damages, to
an injunction to be issued by a court of competent jurisdiction, restraining the
Executive from committing or continuing any violation of such Sections of this
Agreement.
In the event of any such violation of Sections 7.01, 7.02, 7.03 and 7.04 of
this Agreement, the Executive further agrees that the time periods set forth in
such Sections shall be extended by the period of such violation.
ARTICLE VIII
Miscellaneous
8.01 Expenses.
--------
(a) If the Executive incurs legal or other fees and expenses in an
effort to establish entitlement to benefits under this Agreement, unless a court
of competent jurisdiction determines that such effort was brought without a
reasonable basis or has conducted in bad faith, the Company shall reimburse the
Executive for such fees and expenses.
(b) The Company shall provide reimbursement of fees and expenses, as
described in paragraph (a) above, to the Executive on a monthly basis upon the
Executive's written submission of a request for reimbursement together with
proof that the fees and expenses were incurred.
8.02 Full Settlement. The Company's obligation to make the payments
---------------
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including without
limitation, set-off, counterclaim, recoupment, defense or other claim, right or
action which the Company may have against the Executive or others. If the
Company fails to make any payment payable hereunder within 10 days after such
amounts are due, then the Executive shall be entitled to receive interest,
compounded monthly, on the unpaid amount, at a rate equal to the highest
interest rate applicable to the Company in its borrowing of funds from any third
party during the period of nonpayment, and if no such rate is determinable, or
if higher, at a rate equal to one percent above the prime commercial lending
rate announced by Trust Company Bank, N.A. in effect from time to time during
the period of such nonpayment. In no event shall the Executive be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions
-11-
<PAGE>
of this Agreement, nor shall the amount of any payment hereunder be reduced,
except as otherwise specifically provided herein, by any compensation earned by
the Executive as result of employment by another employer.
8.03 Assignment, Successors. The Company may freely assign its respective
----------------------
rights and obligations under this Agreement to a successor of the Company's
business, without the prior written consent of the Executive. This Agreement
shall be binding upon and inure to the benefit of the Executive and the
Executive's estate and the Company and any assignee of or successor to the
Company.
8.04 Beneficiary. If the Executive dies prior to receiving all of the
-----------
salary and bonus payable hereunder, such salary and bonus shall be paid in a
lump sum payment to the beneficiary designated in writing by the Executive
("Beneficiary") and if no such Beneficiary is designated, to the Executive's
estate.
8.05 Nonalienation of Benefits. Benefits payable under this Agreement
-------------------------
shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution or levy of any
kind, either voluntary or involuntary, prior to actually being received by the
Executive, and any such attempt to dispose of any right to benefits payable
hereunder shall be void.
8.06 Severability. If all or any part of this Agreement is declared by any
------------
court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not serve to invalidate any portion of this Agreement not
declared to be unlawful or invalid. Any paragraph or part of a paragraph so
declared to be unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such paragraph or part of a paragraph to
the fullest extent possible while remaining lawful and valid.
8.07 Amendment and Waiver. This Agreement shall not be altered, amended or
--------------------
modified except by written instrument executed by the Company and Executive. A
waiver of any term, covenant, agreement or condition contained in this Agreement
shall not be deemed a waiver of any other term, covenant, agreement or
condition, and any waiver of any default in any such term, covenant, agreement
or condition shall not be deemed a waiver of any later default thereof or of any
other term, covenant, agreement or condition.
-12-
<PAGE>
8.08 Notices. All notices and other communications hereunder shall be in
-------
writing and delivered by hand or by first class registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:
If to the Company: Intermet Corporation
Suite 1600
2859 Paces Ferry Road
Atlanta, Georgia 30339
Attn: General Counsel
and
Intermet Corporation
Suite 1600
2859 Paces Ferry Road
Atlanta, Georgia 30339
Attn: Vice President, Finance
If to the Executive: John E. Doddridge
347 Pine Ridge Drive
Bloomfield Hills, Michigan 48304
with a copy to: Roger C. Siske
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606-6404
Either party may from time to time designate a new address by notice given in
accordance with this Section. Notice and communications shall be effective when
actually received by the addressee.
8.09 Counterpart Originals. This Agreement may be executed in several
---------------------
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
8.10 Entire Agreement. This Agreement forms the entire agreement between
----------------
the parties hereto with respect to any severance payment and with respect to the
subject matter contained in the Agreement.
8.11 Effect on Other Agreements. This Agreement shall supersede all prior
--------------------------
agreements, promises and representations regarding severance or other payments
contingent upon termination of employment.
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<PAGE>
8.12 Applicable Law. The provisions of this Agreement shall be interpreted
--------------
and construed in accordance with the laws of the state of Georgia, without
regard to its choice of law principles.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
INTERMET CORPORATION
Vernon R. Alden
By:-----------------------------------
/s/ John E. Doddridge
--------------------------------------
JOHN E. DODDRIDGE
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<PAGE>
EXHIBIT A
---------
INTERMET CORPORATION
STOCK OPTION AGREEMENT
This Stock Option Agreement (hereinafter referred to as the
"Agreement"), is made and entered into as of this 1st day of December, 1994, by
and between INTERMET CORPORATION, a corporation organized under the laws of the
State of Georgia (hereinafter together with its subsidiaries referred to
collectively as the "Company"), and JOHN DODDRIDGE (hereinafter referred to as
the "Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, in order to induce the Executive to enter into employment by
the Company as its Chief Executive Officer, the Board of Directors of the
Company has authorized the Company to grant certain stock options to the
Executive on the terms and conditions herein contained;
NOW, THEREFORE, for and in consideration of the premises and the
mutual agreements and covenants hereinafter set forth and of other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms and conditions of this
---------------
Agreement, the Company hereby grants to the Executive the right and option to
purchase One Hundred Thousand (100,000) shares of Company Common Stock, $0.10
par value (this "Option"), exercisable in accordance with the provisions of
Section 3.
2. Term of Option. Subject to earlier termination as provided in
--------------
Section 3, the term of this Option is ten (10) years from the date of this
Agreement. In no event may this Option be exercised as to any shares covered by
this Option after 5:00 P.M. on such date.
3. Option Price and Exercise.
-------------------------
(a) Option Price. The purchase price of each share of Common
------------
Stock subject to this Option shall be $5.75. This price
represents a value which is not less than the fair market value
of each such share as of the date of grant of this Option.
(b) Manner of Exercise. This Option shall be exercisable at
------------------
any time on or after the date hereof. The person then entitled to
exercise this Option may exercise the Option in whole or in part
from time to time by delivering written notice of
<PAGE>
exercise to the Secretary of the Company, in person, or by mail,
postage prepaid, addressed to the attention of the Secretary of
the Company at the location at which the Company then maintains
its principal office, and if so mailed, the date of mailing will
be considered the date of exercise. Such notice shall be
accompanied by payment in full of the total purchase price for
the shares being purchased. The Compensation Committee of the
Board of Directors of the Company (the "Committee") or the Board
of Directors itself (the "Board") may at the time of such
exercise, permit such payment to be made, in whole or in part, by
transfer and delivery to the Company of shares of Common Stock,
free and clear of any liens, encumbrances or charges of any kind,
valued at their fair market value as determined by the Committee
or the Board in its sole discretion on the date of such exercise.
The Company, in the event of exercise by an authorized person
other than the Executive, may require proof of the right of such
person to exercise this Option. As promptly as practicable after
receipt by the Company of the notice to purchase and the full
payment of the purchase price of the shares of Common Stock, the
Company shall cause to be issued stock certificate(s) for the
number of shares of Common Stock being purchased, which shall
evidence fully paid and nonassessable shares.
(c) Person Who May Exercise Option. Except as the Committee may
------------------------------
otherwise permit, during the lifetime of the Executive, this
Option shall be exercisable only by the Executive, or if the
Executive is disabled, by his duly appointed guardian or legal
representative. Upon his death, to the extent that such Option is
otherwise exercisable hereunder, this Option may be exercised by
the Executive's legal representative or by a person who receives
the right to exercise this Option under the Executive's will or
by the applicable laws of descent and distribution.
(d) Earlier Termination of Option. This Option shall
-----------------------------
terminate upon the earliest to occur of the following: (i) the
expiration of the term of this Option as set forth in Section 2,
(ii) the expiration of three (3) years after the date of
Executive's retirement from the employ of the Company under the
Company's retirement plan, (iii) the expiration of one year after
the date that the Executive ceases to be an employee of the
Company
-2-
<PAGE>
due to Disability, (iv) the expiration of one year after the
Executive ceases to be an employee of the Company due to the
death of the Executive, (v) the expiration of one year after the
date on which the Executive's employment with the Company is
terminated by the Company without Cause, or (vi) the date the
Executive's employment is terminated by the Company for Cause, or
Executive voluntarily terminates his employment. For purposes of
this Section 3(d), "Disability" and "Cause" shall be determined
in the same manner as under the Employment Agreement between the
Company and the Executive.
4. Transferability. Except as the Committee may otherwise permit,
---------------
this Agreement and any rights hereunder shall be nontransferable and
nonassignable by the Executive or by any other person entitled hereunder to
exercise any such rights; provided, however, that upon the death of the
Executive any rights granted hereunder shall be transferable, subject to the
provisions of subsection 3(c) hereof, by the Executive's will or by the
applicable laws of descent and distribution.
5. Adjustment of Shares. In the event of (i) any dividend payable in
--------------------
shares of Common Stock, (ii) any recapitalization, reclassification, split-up,
consolidation of, or other change in, the Common Stock, or (iii) an exchange of
the then outstanding shares of Common Stock, in connection with a merger,
consolidation, or other reorganization of the Company, or a sale by the Company
of all or a substantial portion of its assets, for a different number or class
of shares of stock or other securities of the Company or for shares of the stock
or other securities of any other corporation; then the number and class of
shares or other securities that shall be subject to this Option and/or the
purchase price per share which must be paid thereafter upon exercise of this
Option shall automatically be appropriately adjusted to reflect the event
described in (i), (ii), or (iii) above.
6. Registration. The Company shall, at the time the Executive
------------
exercises all or any part of this Option (or at such earlier time as may be
permitted by law), prepare and file with the Securities and Exchange Commission
a registration statement covering the shares of Common Stock subject to this
Option (or such portion of the shares as can then be registered), and the
Company will use its best efforts to obtain promptly and maintain the
effectiveness of such a registration statement. The Company also agrees to
register or qualify the subject securities for sale in such states as may be
necessary for the Executive to transfer the shares. The Company shall bear all
expenses incurred in the preparation and filing of such registration
-3-
<PAGE>
statement (and related state registrations) and furnishing copies of the
prospectus to the Executive.
If, in the opinion of legal counsel for the Company, the issuance or
sale of any shares of Common Stock pursuant to the exercise of this Option would
not be lawful for any reason, including without limitation the inability of the
Company to obtain from any governmental authority or regulatory body having
jurisdiction the authority deemed by such counsel to be necessary to such
issuance or sale, the Company shall not be obligated to issue or sell any Common
Stock pursuant to the exercise of this Option to the Executive or any other
authorized person unless registration statements that comply with the provisions
of the Act and any applicable state securities laws in respect of such shares
are in effect at that time, or other appropriate action has been taken under and
pursuant to the terms and provisions of the Act and any applicable state
securities laws, or the Company receives evidence satisfactory to such counsel
that the issuance and sale of such shares, in the absence of an effective
registration statement or other appropriate action, would not constitute a
violation of the Act or any applicable state securities law.
7. Investment Representation. The Executive hereby represents,
-------------------------
warrants and agrees that:
(a) Unless a registration statement is effective at the time of
exercise, the shares that shall be purchased under this Agreement
will be purchased for his own account for investment purposes
only and not with a view to resale or distribution thereof;
(b) If the shares subject to this Agreement are unregistered,
they will be required to be held indefinitely, unless such shares
are subsequently registered or an exemption from registration is
then available.
If a registration statement has become effective with respect to the shares of
Common Stock subject to this Option, the Executive's representations, warranties
and agreements in this Section 7 shall no longer apply.
8. No Rights as Shareholder or to Employment. Neither the Executive
-----------------------------------------
nor any other person authorized to purchase Common Stock upon exercise of this
Option shall have any interest in or shareholder rights with respect to any
shares of the Common Stock which are subject to this Option until such shares
have been issued and delivered to the Executive or any such person pursuant to
the exercise of this Option. Furthermore, this Agreement shall not confer upon
the Executive any rights of employment with
-4-
<PAGE>
the Company, including without limitation any right to continue in the employ of
the Company, or affect the right of the Company to terminate the employment of
the Executive at any time with or without cause. Nothing herein contained is
intended to supersede any other written agreement between the parties hereto.
9. Withholding Taxes. As a condition of exercise of this Option, the
-----------------
Company may, in its sole discretion, withhold or require the Executive to pay or
reimburse the Company for any taxes which the Company determines are required to
be withheld in connection with the grant or any exercise of this Option.
10. Heirs and Successors. This Agreement and all terms and
--------------------
conditions hereof shall be binding upon the parties hereto, and their respective
successors, heirs, legatees and legal representatives.
11. Amendment. The Company hereby reserves the right to amend this
---------
Agreement, except that no such amendment shall adversely affect the rights of
the Executive hereunder without his written consent.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and its corporate seal to be affixed
hereto, and the Executive has executed this Agreement under seal, all as of the
date first above written.
COMPANY:
(CORPORATE SEAL) INTERMET CORPORATION
ATTEST:
By: Vernon R. Alden
--------------------------------
Title: Chairman Compensation Committee
By: Peter C. Bouxsein --------------------------------
-----------------------------
Title: Controller, Asst. Secy
-----------------------
EXECUTIVE:
/s/ John Doddridge (SEAL)
-----------------------------
JOHN DODDRIDGE
-5-
<PAGE>
EXHIBIT B
---------
INTERMET CORPORATION
STOCK AWARD AND RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT made as of this 1st day of December, 1994, by and
between INTERMET CORPORATION, a Georgia corporation (together with its
subsidiaries, the "Company"), and JOHN DODDRIDGE ("Executive");
WHEREAS, in order to induce the Executive to enter into the employment
of the Company as its Chief Executive Officer, the Board of Directors of the
Company has authorized the Company to make a stock award and to grant a
restricted stock award to the Executive, subject to the terms and conditions
provided for herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties agree
as follows:
1. Stock Award. The Company hereby awards to Executive Twenty
-----------
Thousand (20,000) shares of Common Stock of the Company, free of all liens,
encumbrances or restrictions except those imposed by law. The share
certificate(s) representing the shares of Common Stock awarded to the Executive
under this Section 1 may be legended to reflect any restrictions imposed by law.
2. Restricted Stock Award. (a) Subject to the restrictions in
----------------------
Section 3 below, the Company agrees to transfer to Executive on December 1, 1994
("Transfer Date") Thirty Thousand (30,000) shares of Common Stock of the Company
("Restricted Stock"). On the Transfer Date, a certificate (or certificates)
representing the shares of Restricted Stock will be issued in the Executive's
name. The certificate(s) will be held in escrow by the Company until the
restrictions lapse in accordance with Section 3 below.
(b) On and after the Transfer Date, the Executive will be considered
a shareholder with respect to all of the shares of Restricted Stock (including
those shares which remain forfeitable), and shall have all rights and privileges
granted to shareholders including the right to vote such shares and to receive
all dividends and other distributions with respect to such shares. If, as a
result of a stock split, stock dividend, combination of shares, or any other
exchange for other securities by reclassification, reorganization, merger,
recapitalization or otherwise, the Executive as owner of the shares of
Restricted Stock which are still forfeitable is entitled to new, additional or
different shares of stock or securities, any such new, additional or different
shares or securities shall be subject to
<PAGE>
the same rights and restrictions as the shares of Restricted Stock which are
still forfeitable.
3. Restrictions. The Restricted Stock shall be subject to the
------------
following restrictions:
(a) (i) The shares of Restricted Stock shall become nonforfeitable
if the Executive remains employed by the Company from the Transfer Date through
certain dates, as set forth in the following schedule:
<TABLE>
<CAPTION>
If the Executive Additional
Remains Employed Number of
by the Company: Vested Shares
--------------- -------------
<S> <C>
Through December 1, 1995 10,000
Through December 1, 1996 10,000
Through December 1, 1997 10,000
</TABLE>
(ii) In addition to the vesting provided in (i) above, the Executive
shall become 100% vested in all of the shares of Restricted Stock in the event
of a Change in Control of the Company, as hereinafter defined. The term "Change
in Control" as used herein shall mean (i) the acquisition, directly or
indirectly, by any "person" (excluding any "person" who on the date hereof owns
or controls 10% or more of the voting power of the Company's Common Stock), as
such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended, of securities of the Company representing an aggregate of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding securities; provided, that for purposes of this definition,
"acquisition" shall not include shares which are received by a person through
gift, inheritance, under a will or otherwise through the laws of descent and
distribution; provided, further, that if a "person" who owns or controls more
than 10% of the voting power of the Company's Common Stock on the date hereof,
acquires, directly or indirectly, securities representing an aggregate of 40% of
more of the combined voting power of the Company's then outstanding securities,
such acquisition shall constitute a Change in Control for purposes of this
Agreement; (ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors cease for any
reason to constitute at least a majority thereof, unless the election of each
new director was approved in advance by a vote of at least a majority of the
directors then still in office who were directors at the beginning of the
period; or, (iii) the occurrence of any other event or circumstance which is not
covered by (i) or (ii) above which the Board of Directors determines affects
control of the Company and adopts a resolution that such event or circumstance
constitutes a Change in Control for the purposes of this Agreement.
2
<PAGE>
(iii) In addition to the vesting provided in (i) above, if the
Executive's employment is terminated by the Company without Cause, by the
Executive for Good Reason, or as a result of the Executive's death or
Disability, the Executive shall become 100% vested in all of the shares of
Restricted Stock as of the date of such termination. If the Executive's
employment is terminated by the Company for Cause or Executive voluntarily
terminates his employment (other than for Good Reason), all of the shares of
Restricted Stock that have not vested as of the date of such termination shall
be immediately forfeited and the certificate(s) representing such shares of
Restricted Stock shall be cancelled. For purposes of this Section 3(a)(iii),
"Cause", "Good Reason" and "Disability" shall be determined in the same manner
as under the Employment Agreement between the Company and the Executive.
(b) Upon the expiration of the restrictions on the shares of
Restricted Stock (whether under (a)(i), (ii) or (iii) above), a stock
certificate for the number of shares of Common Stock on which the restrictions
have lapsed will be delivered to the Executive, free of all liens, encumbrances
or restrictions, except any restrictions imposed by law. If the certificate(s)
held in the escrow described in Section 2 are legended to reflect the
restrictions in this Section 3, a new certificate will be issued to the
Executive without such legend.
(c) Except as the Company may otherwise permit, prior to the lapse of
the restrictions, no right or interest of the Executive in the Restricted Stock
may be assigned, encumbered or transferred, except, in the event of death of the
Executive, by will or the laws of descent and distribution.
4. Withholding Taxes; Bonuses for Tax Payments. The Executive shall
-------------------------------------------
be responsible for satisfying any applicable federal, state or local income
taxes arising from the Stock Award and the Restricted Stock (including any
dividends on such stock); provided, that the Company shall pay cash bonuses to
the Executive at the time or times such taxes are due in amounts necessary to
pay the federal, state and local income taxes due as a result of the issuance of
the Stock Award or the vesting of the Restricted Stock (but not any dividends).
The amount of the bonus shall provide the Executive a full tax "gross-up" on the
amount of tax due, such that the Executive will be in the same position as if he
did not owe any taxes on the Stock Award or the vesting of the Restricted Stock.
5. Miscellaneous. (a) This Agreement shall be binding upon, and
-------------
inure to the benefit of, the Executive and his executors, representatives and
assigns, and the Company and its successors and assigns.
3
<PAGE>
(b) This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Georgia.
(c) The Company shall, as soon as practical after the Transfer Date,
prepare and file with the Securities and Exchange Commission a registration
statement covering the shares of Common Stock subject to the Stock Award and the
Restricted Stock Award, and the Company will use its best efforts to obtain
promptly and maintain the effectiveness of such a registration statement. The
Company also agrees to register or qualify the subject securities for sale in
such states as may be necessary for the Executive to transfer the shares. The
Company shall bear all expenses incurred in the preparation and filing of such
registration statement (and related state registrations) and furnishing copies
of the prospectus to the Executive.
If, in the opinion of legal counsel for the Company, the delivery of
any shares of Common Stock pursuant to this Agreement would not be lawful for
any reason, the Company shall not be obligated to delivery such Common Stock to
the Executive, unless registration statements that comply with the provisions of
the Act and any applicable state securities laws in respect of such shares are
in effect at that time, or other appropriate action has been taken under and
pursuant to the terms and provisions of the Act and any applicable state
securities laws, or the Company receives evidence satisfactory to such counsel
that the issuance and sale of such shares, in the absence of an effective
registration statement or other appropriate action, would not constitute a
violation of the Act or any applicable state securities law.
(d) The Executive hereby represents, warrants and agrees that:
(i) Unless a registration statement is effective at the time he
receives the shares of Common Stock under this Agreement, the
shares will be acquired for his own account for investment
purposes only and not with a view to resale or distribution
thereof;
(ii) If the shares of Common Stock subject to this Agreement are
unregistered, they will be required to be held indefinitely,
unless such shares are subsequently registered or an exemption
from registration is then available.
If a registration statement has become effective with respect to the shares of
Common Stock issued under this Agreement, the Executive's representations,
warranties and agreements in this subsection (d) shall no longer apply.
4
<PAGE>
(e) This Agreement and the Stock Award and the award of Restricted
Stock shall not be construed as giving to the Executive the right to be retained
in the employ of the Company. Nothing herein contained is intended to supersede
any other written employment agreement between the parties hereto.
(f) This Agreement may only be amended by an instrument in writing
executed by both of the parties.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
COMPANY:
INTERMET CORPORATION
(CORPORATE SEAL)
ATTEST: By: Vernon R. Alden
-----------------------------------
Title: Chairman - Compensation Committee
By: Peter C. Bouxsein --------------------------------
-------------------------------
Title: Controller, Asst. secretary
----------------------------
EXECUTIVE:
/s/ John Doddridge (SEAL)
---------------------------
JOHN DODDRIDGE
5
<PAGE>
Exhibit 10.17
[INTERMET CORPORATION LETTERHEAD]
December 19, 1994
George W. Mathews, Jr.
212 Townsend Place, NW
Atlanta, Georgia 30327
Dear George:
This letter will outline the Compensation Committee's commitments to you
concerning your December 1, 1994 retirement.
- -- Intermet will continue your full base salary of $289,008 per year for three
(3) years for a total of $867,024. Should your death occur prior to the
full payment of this amount, the balance will be paid to Jane Mathews.
- -- Intermet will continue your present comprehensive medical, dental and
executive medical coverage for the full three (3) years mentioned above.
Subsequent to this period, Intermet will provide you with the same medical
coverage as other Intermet salaries retirees, with Jane Mathews receiving
the same coverage as other Intermet Salaried employees' spouses, until such
time as she reaches age 65. Upon reaching age 65, she will be provided
with a Medicare supplement package. Should your death proceed Jane
Mathews, she would be eligible for continuation privileges as provided by
COBRA and conversion privileges. The required contributions for Jane
Mathews will be deducted from your checks during this three (3) year
period. After that time, you may make direct payments for Jane Mathews'
dependent coverage.
- -- Intermet will provide you leased office space for a three (3) year period
as outlined above. Additionally, you will be provided $12,000 allowance
for furnishing this space. All other operating expenses will be your
responsibility.
- -- Intermet will pay the salary and benefits for an assistant (Betty Allred)
for three (3) years.
- -- You will be provided a leased American luxury automobile during this three
(3) year period. Please contact Jim Rydel do make the necessary
arrangements.
- -- Intermet will make a year end contribution of 2% to your 401(K) account and
a 3% contribution to your ESOP account, subject to IRS limitations. You
are eligible for distributions of these accounts. You will be contacted by
the Human Resources department concerning your options.
George, I believe I have addressed all the items of concern to you. Should you
have questions concerning any of the above, please give me a call.
Very truly yours,
INTERMET CORPORATION
/s/ Vernon R. Alden
- ------------------------------
FOR THE COMPENSATION COMMITTEE
Vernon R. Alden
<PAGE>
EXHIBIT 10.18
[ADDRESS OF INTERMET CORPORATION APPEARS HERE]
[LOGO OF INTERMET CORPORATION APPEARS HERE]
EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of this 15th day of July, 1993
by and between Intermet Corporation (sometimes hereinafter referred to as the
"Company" and Daryl R. Marsh.
1. Term
----
The term of this Agreement shall be for three (3) years from the date of
this Agreement. Upon the expiration of the term of this Agreement, any
continued employment will be on an "at will" basis and may be terminated by
either party at any time with or without cause.
2. Employment
----------
Mr. Marsh is hereby employed as Vice President of Intermet Corporation and
Vice President of Intermet Machining, Inc. to perform the duties and
responsibilities of the position such as but not limited to chief operating
responsibility for the direction and profitability of the machining entity and
such additional duties as are assigned to him by his supervisors and/or the
Board of Directors. Mr. Marsh hereby accepts said employment. Mr. Marsh agrees
that, during the term of his employment, he will devote his full time,
attention, and energies to the diligent performance of his duties as an employee
of the Company. Mr. Marsh shall commence active employment pursuant to this
Agreement by September 15, 1993.
3. Compensation and Benefits
-------------------------
In consideration for Mr. Marsh's services and promises under this
Agreement, the Company shall pay to Mr. Marsh the compensation described below:
a. In 1993, Mr. Marsh shall be paid a base salary at the rate of Fourteen
Thousand Five Hundred Eighty-three Dollars and thirty-three cents ($14,583.33)
per month beginning on the date that he commences active employment and ending
at the expiration of this Agreement unless modified in writing by mutual consent
of the parties. The base salary shall be reviewed at the end of 1993.
<PAGE>
-2-
b. Mr. Marsh shall be paid bonuses as follows:
(i) On commencement of his active employment, Mr. Marsh shall
be paid a sign-up bonus of $68,000.
(ii) If still employed with the Company when payments are due,
Mr. Marsh shall receive quarterly payments of $15,000 to
be paid at the end of each calendar quarter in 1994,
beginning March 31, 1994 and ending December 31, 1994.
c. Mr. Marsh shall be eligible for additional bonuses paid at the
Company's discretion during the term of this Agreement and during the remainder
of his employment with the Company.
d. Retirement Plan. Mr. Marsh shall be eligible for participation in
---------------
both the Intermet Corporation Employee Stock Ownership Plan and Trust (ESOP) and
Savings and Investment Plan and Trust (401(k)) in accordance with the Plans
terms on the same basis as other salaried employees of the Company.
e. Basic Company Life Insurance. The Company shall provide life
----------------------------
insurance coverage to Mr. Marsh on the same basis as it provides to other
salaried employees of the Company, including Accidental Death and Dismemberment
Coverage, Business Travel Accident Coverage and Dependent Life Coverage.
f. Benefits Under the Medical Plan. The Company shall provide medical
-------------------------------
benefits as well as dental benefits on the same basis as it provides them to the
salaried employees of the Company. As an officer of the Company, Mr. Marsh will
be provided the Executive Medical Plan, so long as this Plan remains in
existence and he remains eligible. Additionally, the Company will pay to Mr.
Marsh the cost of his COBRA Continuation for the month required to transition to
Intermet's Medical Plan.
g. Disability Coverage. The Company shall provide the same salary
-------------------
continuance benefits to Mr. Marsh as afforded other eligible salaried employees.
The Company shall provide long term disability insurance coverage on the same
basis and in the same amount as it provides it to other salaried employees of
the Company. Provided however, the Company will provide Mr. Marsh LTD coverage
for these benefits until such time as he becomes eligible as an Intermet
salaried employee to participate in the Plan.
h. Vacation. Mr. Marsh shall be entitled to three weeks of vacation in
--------
1993 and in all succeeding years in which this Agreement is in effect, or to be
taken in accordance with normal vacation policy.
<PAGE>
-3-
i. Automobile. The Company shall provide Mr. Marsh with an automobile
----------
for business use during the term of this Agreement.
j. Office. Mr. Marsh shall retain an office in Atlanta to conduct
------
business there, as required, as well as an office in Detroit.
k. Social Clubs. The Company will provide membership privileges to Mr.
------------
Marsh to the Fairlane Club for the purpose of conducting business as other
employees are provided such memberships. Additionally, Mr. Marsh will be
afforded the opportunity to utilize Mr. George Mathews club privileges at the
T.P.C. club in Detroit as necessary.
l. Outside Board Memberships. Mr. Marsh will be permitted to serve on as
-------------------------
many as three companies' boards outside of Intermet Corporation or any of its
affiliate companies subject to the prior approval of George W. Mathews before
acceptance of such appointment and provided that such board memberships do not
conflict with the interest of Intermet Corporation or any of its affiliates and
adversely affect the time and energies devoted by Mr. Marsh to Intermet
Corporation.
m. Tuition Refund Plan. As afforded other salaried employees of the
-------------------
Company.
n. Stock Options. When and as approved under the guidelines of the
-------------
existing Intermet Corporation Key Individual Incentive Stock Option Agreement.
4. Termination
-----------
Mr. Marsh shall have the right to terminate his employment under this
Agreement effective immediately upon delivery of notice to the Company, if the
Company breaches any provision of the Agreement and fails to cure such breach
within thirty (30) days after written notice of such breach is given by Mr.
Marsh to the Company. Further, Mr. Marsh shall have the right to terminate his
employment for any reason upon the giving of three (3) months notice.
The Company shall have the right to terminate Mr. Marsh's employment
without cause or notice but shall in such case pay to Mr. Marsh Severance Pay
equal to his base salary only in effect at the time of such termination for the
remainder of the initial three year contract period. The Company shall have the
right to terminate Mr. Marsh's employment with Cause, and in such event shall
not be required to make any Severance Payment, bonus payment other than the
sign-up bonus, or other payment or to give notice. "Cause" means:
insubordination; misconduct; violation of Company rules or policies; actions
contrary to law; actions or statements that disparage or criticize the Company's
management or practices; actions that damage the Company's business; actions
that bring the Company into disrepute; actions that
<PAGE>
-4-
disrupt or impair the Company's normal operations; the filing of any claim,
charge or suite against the Company or any of its past or present officers,
directors or employees other than for breach of this Agreement; the breach of
any provision of this Agreement or the unsatisfactory performance of the
services provided for in this Agreement.
This Agreement shall terminate automatically if Mr. Marsh dies or becomes
totally disabled.
5. Confidential Information
------------------------
Mr. Marsh agrees that during the term of his employment with the Company,
and after the termination or expiration of his employment by the Company for any
reason whatsoever, he will protect the Company's Confidential Information (as
defined below) and will not disclose to any person, firm or entity ("Person"),
or otherwise use, except in connection with his duties performed in accordance
with this Agreement, any Confidential Information. "Confidential Information"
means all technical, business, and other information relating to the Company's
business, including without limitation, technical or non-technical data,
formulae, patents, compilations, programs, devices, methods, techniques,
drawings, processes, financial data, financial plans, product plans, and lists
of actual or potential customers or suppliers, that derives economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other Persons. "Confidential Information" does
not include (a) business information that is generally known in the trade
through no fault of Mr. Marsh, or (b) confidential business information that
does not constitute a trade secret under applicable law two (2) years after any
expiration or termination of this Agreement.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia.
6. Severability
------------
All rights and restrictions contained in this Agreement may be exercised
and shall be binding only to the extent they do not violate any governing laws
and are intended to be limited to the extent necessary so they will not render
this Agreement illegal, invalid, or unenforceable. If any term of this Agreement
is held to be illegal, invalid or unenforceable by a court of competent
jurisdiction, the remaining terms shall remain in full force and effect.
<PAGE>
-5-
7. Entire Agreement
----------------
This Agreement constitutes the entire Agreement of the Parties with respect
to the subject matter hereof and may not be changed orally, but only by an
agreement in writing signed by the party against whom the enforcement of any
waiver, change, modification, extension or discharge is sought.
8. Assignment
----------
Neither Mr. Marsh nor the Company may assign their rights to this Agreement
without the consent of all parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
INTERMET CORPORATION
By:/s/ George W. Matthews, Jr.
-------------------------------
Title: Chairman, C.E.O., Pres.
----------------------------
/s/ D.R. Marsh
----------------------------------
Daryl R. Marsh
July 21, 1993
----------------------------------
Date
<PAGE>
Exhibit 11
Intermet Corporation
Computation of Earnings Per Common Share
<TABLE>
<CAPTION>
1994 1993 1992
-----------------------------------------------
<S> <C> <C> <C>
Net loss $(10,985,000) $(20,504,000) $(29,936,000)
===============================================
Weighted average number of
shares outstanding 24,590,873 24,563,849 22,614,822
Add dilutive effect of outstanding
warrants and options - - 168,073
-----------------------------------------------
Weighted average number of
shares and equivalent shares
outstanding 24,590,873 24,563,849 22,782,895
===============================================
Loss per share $ (.45) $ (.83) $ (1.31)
===============================================
</TABLE>
<PAGE>
Exhibit 13
FIVE YEAR FINANCIAL REVIEW
<TABLE>
<CAPTION>
Years Ended December 31 1990 1991 1992 1993 1994
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Statement of Operations Data (in thousands)
Net sales $386,318 $319,784 $401,951 $444,214 $501,269
Restructuring charge 12,500 - - 24,000 -
Operating profit (loss) 1,034 7,563 5,830 (23,486) 1,728
Income (loss) before cumulative (10,389) 8,803 (1,515) (20,504) (10,985)
effect of accounting changes
Cumulative effect on prior years of - - (28,421) - -
changes in accounting methods
Net income (loss) (10,389) 8,803 (29,936) (20,504) (10,985)
- ----------------------------------------------------------------------------------------------------------
Share Data
Earnings (loss) per share before $ (.55) $ .42 $ (.06) $ (.83) $ (.45)
cumulative effect of accounting changes
Earnings (loss) per share (.55) .42 (1.31) (.83) (.45)
Cash dividends per share .20 .14 .16 .12 -
- ----------------------------------------------------------------------------------------------------------
Balance Sheet Data (in thoussands)
Total assets $214,875 $214,207 $274,457 $307,458 $306,264
Debt due after one year 45,138 32,906 69,478 93,391 87,698
Shareholders' equity 103,591 105,407 101,054 75,532 67,971
</TABLE>
<PAGE>
Results of Operations
- ---------------------
1994 Compared to 1993
- ---------------------
Net sales in 1994 climbed $57.1 million over 1993. This increase of almost 13%
occurred despite the fact the Company had fewer plants in operation during 1994
than in 1993. Sales actually increased 22% for plants operating in both years,
with all plants posting sales increases. The automotive market was
significantly stronger in 1994, both in the U.S. and in Europe, compared to
1993. Additional sales growth is expected in 1995, at least in the U.S.
However, most plants are operating at or near capacity so the growth rate will
be lower than in 1994.
Gross profit increased $7.1 million in 1994 over 1993. The consolidated gross
margin also improved slightly, rising to 8.5% of sales from 8% in 1993. Margins
improved at most of the Company's plants, especially at the Ironton, Ohio
foundry. Much of this improvement was offset by certain adjustments recorded in
the fourth quarter of 1994 and by losses at the Company's New River foundry in
Virginia. The fourth quarter adjustments affecting gross profit totaled $8.9
million, and were the result of equipment write downs and the write-off of
goodwill related to a 1992 acquisition. Without these adjustments the gross
margin would have been 10.3% of sales in 1994. The New River losses stemmed from
the startup of a new production line during 1994.
Operating expenses were $40.7 million in 1994 compared to $34.9 million in 1993.
The 1994 figure includes fourth quarter adjustments totaling $7.3 million. The
adjustments were for retirement payments to be made to the Company's former
Chairman and Vice Chairman, severance pay and benefits for planned terminations
due to a reorganization of the Company, and the write-off of an investment in a
joint venture. Without such adjustments, operating expenses would have declined
$1.5 million due largely to a reduced work force resulting from the Lower
Basin closing.
Operating profit was $1.7 million in 1994 compared to an operating loss of $23.5
million in 1993. The 1993 figure includes a restructuring charge of $24 million.
Without the effect of this restructuring charge and the 1994 fourth quarter
adjustments described above, operating profit would have been $18 million in
1994 and $0.5 million in 1993.
Operating results are expected to improve again in 1995. The reorganization of
the Company should lower the Company's cost structure and enhance operating
efficiency. Also, losses at the New River foundry should abate as the year
progresses. These expectations are based on the assumption the U.S. automotive
market will remain strong during 1995.
Interest expense for 1994 was $1.3 million higher than the prior year, due to
higher domestic borrowing levels and interest rates.
<PAGE>
Capitalized interest related to the New River foundry expansion was $0.7 million
in 1994 and $1.0 million in 1993.
The Company recorded an income tax provision of $5.9 million despite reporting a
pretax loss of $5.1 million in 1994. The 1994 provision consists primarily of
state and foreign income taxes related to profitable subsidiaries. Due to the
domestic losses reported in each of the last three years, management did not
consider it appropriate to recognize the U.S. federal income tax benefit
related to the 1994 consolidated domestic loss. Management continues to believe
most of the Company's deferred income tax assets will eventually be realized,
even though valuation allowances have been established for a substantial portion
of these assets given the lack of available objective evidence considered
necessary to recognize such assets under generally accepted accounting
principles.
Results of Operations
- ---------------------
1993 Compared to 1992
- ---------------------
Net sales in 1993 rose $42.3 million over 1992. This growth was the result of an
increase in shipments to the Company's U.S. automotive customers of almost 20%,
approximately one-third of which related to a major new order from Ford which
was only in production for part of 1992. Partially offsetting this growth was a
20% drop in shipments from the Company's German foundry due to the recession in
Europe.
Gross Profit fell $4.8 million in 1993 despite the higher sales, reducing the
consolidated gross margin to 8% of sales from 10% in 1992. Losses at the
Ironton, Ohio foundry were one reason for the lower gross profit. These losses
were the result of continuing startup costs and manufacturing problems related
to the additions of both a new production line for the Ford order noted above
and a second shift on the existing production line at that plant in the last
half of 1992. The workload also became unbalanced among certain plants when U.S.
sales surged in the first half of 1993. This led to inefficient utilization of
the Company's domestic foundry capacity. In addition, profits and margins fell
at the German foundry as a result of the sharp decline in sales from that plant.
Offsetting these factors was a significant improvement in the operating results
of the Columbus, Georgia foundry after replacement of the molding lines there
was completed in early 1993.
Operating expenses were relatively unchanged in 1993 compared to 1992 and, as a
result, fell as a percent of sales from 8.5% to 7.8%.
The Company reported an operating loss of $23.5 million in 1993. In 1992 the
Company had an operating profit of $5.8 million. While the factors noted above
contributed to the loss, the principal reason for the loss was a $24 million
restructuring
<PAGE>
charge. This charge was primarily related to the Company's decision to close the
Lower Basin foundry in Virginia. A number of factors led to this decision,
including the amount of capital expenditures that would have been required at
the plant in the next few years, its location in a flood plain and the uncertain
outlook for profitable operations. The restructuring charge included provisions
totaling $8 million for severance pay and employee benefits related to the
termination of approximately 650 employees from Lower Basin and other areas that
supported the plant's operation, write-down of Lower Basin capital assets and
inventories of $6 million, provisions for operating losses until closing of $4.5
million, building demolition and remediation costs of $3.3 million and other
items totaling $2.2 million.
Net interest expense for 1993 increased $1.4 million over the prior year, due
largely to higher borrowing levels used to fund capital expenditures. The effect
of higher borrowing levels was offset in part by capitalized interest of
approximately $1 million related to the expansion of the New River foundry in
Virginia.
The Company recorded an income tax benefit of $8.5 million on a pretax loss of
$29.1 million in 1993. Deferred tax assets increased $14 million during the year
to more than $50 million. Management did not believe it was necessary to fully
reserve all of the 1993 increase because it believed it was more likely than not
that sufficient pretax income (approximately $25 million) could be generated
through future profitable operations or tax planning strategies. The 1993 income
tax benefit was also affected by a decrease in the German tax rate.
The Company adopted Statements of Financial Accounting Standards Nos. 106 and
109 in 1992. These statements changed the methods of accounting for
postretirement benefits and income taxes, and their adoption resulted in a net
charge against 1992 results of $28.4 million for the cumulative effect on prior
years.
Liquidity and Capital Resources
- -------------------------------
Certain balance sheet data is summarized below (in thousands of dollars):
<TABLE>
<CAPTION>
December 31 1992 1993 1994
- ----------- ---- ---- ----
<S> <C> <C> <C>
Funded debt $ 76,751 $106,593 $107,385
Shareholders' equity 101,054 75,532 67,971
Net working capital 30,406 31,161 29,086
</TABLE>
Borrowings remained relatively flat in 1994 due in part to a decline in the
amount of capital expenditures. The major capital expenditure program started
three years ago was completed with the startup of the new production line at New
River. Capital expenditures are expected to be at or below the level of
depreciation in 1995, and borrowings are expected to decline
<PAGE>
based on forecasted operating results and working capital needs.
Shareholders' equity has declined over $33 million since the end of 1992,
largely as a result of the losses reported in the last two years. However, a
significant portion of those losses represented noncash charges. Approximately
half of the cumulative loss before income taxes in the last two years consists
of noncash charges to write off or revalue assets.
The 1994 activity in the restructuring reserve had little effect on the
Company's cash flow. Approximately $6 million was charged against the reserve in
1994. Of this amount, Lower Basin operating losses were approximately $3.7
million with the balance comprised mostly of severance payments and related
benefit costs. These charges were funded by working capital previously used to
support Lower Basin operations. While the operating losses incurred prior to
closing were higher than originally expected, it now appears the severance and
benefit costs will be less than expected by a similar amount. Most of the
foundry equipment and supplies inventories are expected to be removed and
disposed of during 1995. Demolition of the building has yet to be scheduled but
will probably take place in 1996. The Company expects to spend approximately $3
million in 1995 and $4 million in 1996 to fund items accrued as part of the
restructuring, primarily for severance, benefits and building demolition.
As noted previously, the Company recorded an accrual in 1994 for retirement pay
and for severance costs related to additional planned terminations.
Approximately $4.3 million of the amount accrued in 1994 will be funded during
1995. The Company expects to fund these retirement and severance payments and
the restructuring activity noted in the preceding paragraph with cash provided
by operations.
At December 31, 1994 the Company and its subsidiaries had approximately $14
million of unused borrowing capacity under various credit agreements, and an
additional $15 million available if certain financial ratios are attained.
The Environmental Protection Agency ("EPA") filed a complaint against one of the
Company's subsidiaries in August 1991. The complaint alleged various violations,
the most significant of which related to the treatment of certain hazardous
wastes at two foundries. The complaint demanded a penalty of approximately
$1,500,000. The Company and the EPA have reached an agreement for a reduced
penalty of $330,000 which is expected to be paid in 1995.
In March 1994 the Company entered into negotiations with the Ohio Attorney
General's office concerning past violations of Ohio water pollution laws and
regulations at the Ironton foundry. The Attorney General's office advised the
Company it could avoid litigation with respect to these violations by entering
into a consent order. The Company expects to eventually enter into a
<PAGE>
consent order providing for monetary penalties. Management does not expect this
matter to have a material adverse effect on the Company's consolidated financial
position or results of operations.
The Company also incurs recurring costs to manage and dispose of waste
(principally nonhazardous waste) generated as part of ongoing operations. In
1994 and 1993 such costs totaled approximately $12 million and $10 million,
respectively. Although the Company continues to take various steps to control
these 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 $4.5 million in 1994, and were estimated to be
approximately $10 million in 1993.
<PAGE>
Report of Independent Auditors
The Board of Directors and Shareholders
Intermet Corporation
We have audited the accompanying consolidated balance sheets of Intermet
Corporation as of December 31, 1994 and 1993, and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
three years in the period ended December 31, 1994. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits 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 audits provide 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 Intermet
Corporation at December 31, 1994 and 1993, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1994, in conformity with generally accepted accounting principles.
As discussed in Notes 9 and 10 to the consolidated financial statements, in 1992
the Company changed its methods of accounting for postretirement benefits other
than pensions and income taxes.
/s/ Ernst & Young LLP
Atlanta, Georgia
February 8, 1995
<PAGE>
Intermet Corporation
Consolidated Balance Sheets
<TABLE>
<CAPTION>
DECEMBER 31
1994 1993
--------------------------------
(In Thousands of Dollars)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 13,718 $ 11,240
Accounts receivable:
Trade, less allowance for doubtful accounts of
$687 in 1994 and $518 in 1993 65,851 47,440
Other 7,176 5,502
--------------------------------
73,027 52,942
Inventories:
Finished goods 4,350 6,316
Work in process 4,032 7,154
Raw materials 6,566 5,345
Supplies and patterns 17,678 18,417
--------------------------------
32,626 37,232
Other current assets 3,246 7,215
--------------------------------
Total current assets 122,617 108,629
Property, plant and equipment, at cost:
Land 3,699 3,520
Buildings and improvements 77,514 62,669
Machinery and equipment 253,518 218,733
Construction in progress 14,366 43,743
--------------------------------
349,097 328,665
Less:
Foreign industrial development grants, net of
amortization 5,280 5,275
Accumulated depreciation and amortization 177,934 150,093
--------------------------------
Net property, plant and equipment 165,883 173,297
Other noncurrent assets 17,764 25,532
--------------------------------
$306,264 $307,458
================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DECEMBER 31
1994 1993
--------------------
(In Thousands of Dollars)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 39,034 $ 34,784
Accrued wages, severance and benefits 19,577 13,092
Accrued restructuring costs 2,362 7,316
Other accrued liabilities 12,871 9,074
Notes payable 7,670 10,739
Long-term debt due within one year 12,017 2,463
--------------------
Total current liabilities 93,531 77,468
Noncurrent liabilities:
Long-term debt due after one year 87,698 93,391
Retirement benefits 43,906 45,624
Other noncurrent liabilities 10,321 12,606
--------------------
Total noncurrent liabilities 141,925 151,621
Minority interests 2,837 2,837
Shareholders' equity:
Preferred stock; 5,000,000 shares
authorized; none issued - -
Common stock, $.10 par value;
50,000,000 shares authorized; 24,644,719 and
24,572,219 shares issued in 1994 and 1993,
respectively 2,464 2,457
Capital in excess of par value 52,150 51,742
Retained earnings 11,730 22,715
Accumulated translation adjustments 2,959 1,499
Minimum pension liability adjustment (1,164) (2,881)
Unearned restricted stock (168) -
--------------------
Total shareholders' equity 67,971 75,532
--------------------
$306,264 $307,458
====================
</TABLE>
See accompanying notes.
<PAGE>
Intermet Corporation
Consolidated Statements of Operations
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1994 1993 1992
------------------------------------
(In Thousands of Dollars, Except Per Share Data)
<S> <C> <C> <C>
Net sales $501,269 $444,214 $401,951
Cost of sales (Note 12) 458,823 408,835 361,807
------------------------------------
Gross profit 42,446 35,379 40,144
Operating expenses:
Selling 5,520 6,114 6,684
General and administrative (Note 12) 35,198 28,751 27,630
Restructuring charge (Note 3) - 24,000 -
------------------------------------
Operating profit (loss) 1,728 (23,486) 5,830
Other income and expenses:
Interest income 149 135 289
Interest expense (6,952) (5,625) (4,343)
Other, net (14) (159) 531
------------------------------------
(6,817) (5,649) (3,523)
Income (loss) before income taxes, minority
interest and cumulative effect of
accounting changes (5,089) (29,135) 2,307
Provision (benefit) for income taxes 5,896 (8,512) 4,310
------------------------------------
Loss before minority interest and cumulative
effect of accounting changes (10,985) (20,623) (2,003)
Minority interest in loss of subsidiaries - 119 488
------------------------------------
Loss before cumulative effect of accounting
changes (10,985) (20,504) (1,515)
Cumulative effect on prior years of changes
in accounting for:
Postretirement benefits - - (34,544)
Income taxes - - 6,123
------------------------------------
Net loss $(10,985) $(20,504) $(29,936)
====================================
Amounts per common share:
Loss before cumulative effect of
accounting changes $ (.45) $ (.83) $ (.06)
Cumulative effect on prior years of
changes in accounting for:
Postretirement benefits - - (1.52)
Income taxes - - .27
------------------------------------
Net loss $ (.45) $ (.83) $ (1.31)
====================================
</TABLE>
See accompanying notes.
<PAGE>
Intermet Corporation
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1994 1993 1992
---------------------------------
(In Thousands of Dollars)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(10,985) $(20,504) $(29,936)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and amortization 29,035 26,583 22,996
Restructuring charge - 24,000 -
Cumulative effect of accounting
changes - - 28,421
Write down equipment and goodwill 8,945 - -
Write off investment in joint
venture 2,001 - -
Loss on sale of assets 26 1,053 891
Deferred income taxes (800) (4,640) (853)
Minority interest in loss of
subsidiaries - (119) (488)
Changes in operating assets and
liabilities excluding the effects of
acquisitions:
Accounts receivable (18,877) (9,221) (3,262)
Inventories 5,204 (4,929) (5,423)
Accounts payable and accrued
liabilities 12,521 5,358 (1,609)
Other assets and liabilities 565 183 (933)
---------------------------------
Cash provided by operating activities 27,635 17,764 9,804
INVESTING ACTIVITIES
Additions to property, plant and
equipment (24,873) (41,018) (51,783)
Cost of acquisitions - - (6,750)
Proceeds from sale of assets 965 1,012 220
Other, net (833) (877) (1,478)
---------------------------------
Cash used in investing activities (24,741) (40,883) (59,791)
</TABLE>
<PAGE>
Intermet Corporation
Consolidated Statements of Cash Flows (continued)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1994 1993 1992
-----------------------------------
(In Thousands of Dollars)
<S> <C> <C> <C>
FINANCING ACTIVITIES
Increase in debt 5,203 35,579 51,835
Reduction in debt (5,197) (4,482) (31,248)
Issuance of common stock 127 273 31,399
Dividends paid - (2,947) (3,634)
Other, net (30) (140) (407)
-----------------------------------
Cash provided by financing activities 103 28,283 47,945
Effect of exchange rate changes on cash (519) (21) (367)
-----------------------------------
Net increase (decrease) in cash and cash
equivalents 2,478 5,143 (2,409)
Cash and cash equivalents at beginning of
year 11,240 6,097 8,506
-----------------------------------
Cash and cash equivalents at end of year $13,718 $11,240 $6,097
===================================
</TABLE>
See accompanying notes.
<PAGE>
Intermet Corporation
Consolidated Statements of Shareholders' Equity
<TABLE>
YEARS ENDED DECEMBER 31
1994 1993 1992
----------------------------------
(In Thousands of Dollars)
<S> <C> <C> <C>
COMMON STOCK
Beginning balance $ 2,457 $ 2,453 $2,089
Issuance of 3,639,750 shares of common
stock - - 364
Exercise of options to purchase 22,500
and 45,000 shares of common stock in
1994 and 1993, respectively 2 4 -
Issuance of 50,000 shares of common
stock 5 - -
----------------------------------
Ending balance 2,464 2,457 2,453
CAPITAL IN EXCESS OF PAR VALUE
Beginning balance 51,742 51,473 20,438
Issuance of 3,639,750 shares of common
stock - - 31,035
Exercise of options to purchase 22,500
and 45,000 shares of common stock in
1994 and 1993, respectively 125 269 -
Issuance of 50,000 shares of common stock 283 - -
----------------------------------
Ending balance 52,150 51,742 51,473
RETAINED EARNINGS
Beginning balance 22,715 46,166 79,736
Net loss (10,985) (20,504) (29,936)
Cash dividends ($.12 per share in 1993
and $.16 per share in 1992) - (2,947) (3,634)
----------------------------------
Ending balance 11,730 22,715 46,166
ACCUMULATED TRANSLATION ADJUSTMENTS
Beginning balance 1,499 2,636 3,144
Translation adjustments 2,640 (1,779) (1,028)
Related income tax effect (1,180) 642 520
----------------------------------
Ending balance 2,959 1,499 2,636
MINIMUM PENSION LIABILITY ADJUSTMENT
Beginning balance (2,881) (1,674) -
Adjustment 2,815 (2,023) (2,700)
Related income tax effect (1,098) 816 1,026
----------------------------------
Ending balance (1,164) (2,881) (1,674)
UNEARNED RESTRICTED STOCK
Beginning balance - - -
Unearned restricted stock, net of
amortization (168) - -
----------------------------------
Ending balance (168) - -
----------------------------------
Total shareholders' equity $ 67,971 $ 75,532 $101,054
==================================
</TABLE>
See accompanying notes.
<PAGE>
Intermet Corporation
Notes to Consolidated Financial Statements
December 31, 1994, 1993, and 1992
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Intermet Corporation ("Intermet") and its subsidiaries (collectively, the
"Company"). All significant intercompany transactions and balances have been
eliminated in consolidation.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined on
the last-in, first-out (LIFO) method as to 14% and 24% of the December 31, 1994
and 1993 inventories, respectively. For other inventories, raw materials and
supplies are valued on a weighted average cost basis, while average production
cost is used for work in process and finished goods valuation. The specific
identification method is used for patterns. If LIFO inventories were valued
using the same cost methods used for other inventories, their carrying values
would have increased by $1,257,000 and $1,042,000 at December 31, 1994 and 1993,
respectively.
PROPERTY, PLANT AND EQUIPMENT
The provision for depreciation and amortization of property, plant and equipment
is determined on the basis of estimated useful lives using the straight-line
method. Certain industrial development grants provided by the Federal and state
governments of Germany are included as reductions of property, plant and
equipment and are being amortized over the period the related assets are being
depreciated.
INTANGIBLE ASSETS
Intangible assets consist principally of costs in excess of net assets acquired
which totaled $5,207,000 and $10,678,000 (net of accumulated amortization of
$1,619,000 and $2,156,000) at December 31, 1994 and 1993, respectively. Such
costs are being amortized using the straight-line method over periods from ten
to forty years (see Note 12).
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<CASH> 13,718
<SECURITIES> 0
<RECEIVABLES> 66,538
<ALLOWANCES> 687
<INVENTORY> 32,626
<CURRENT-ASSETS> 122,617
<PP&E> 349,097
<DEPRECIATION> 177,934
<TOTAL-ASSETS> 306,264
<CURRENT-LIABILITIES> 93,531
<BONDS> 0
<COMMON> 2,464
0
0
<OTHER-SE> 65,507
<TOTAL-LIABILITY-AND-EQUITY> 306,264
<SALES> 501,269
<TOTAL-REVENUES> 501,269
<CGS> 458,823
<TOTAL-COSTS> 499,541
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,952
<INCOME-PRETAX> (5,089)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<INCOME-TAX> 5,896
<INCOME-CONTINUING> (10,985)
<NET-INCOME> (10,985)
<EPS-PRIMARY> (0.45)
<EPS-DILUTED> (0.45)
</TABLE>
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
INTERMET CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Notes:
<PAGE>
[ART APPEARS HERE]
INTERMET CORPORATION
SUITE 1600
2859 PACES FERRY ROAD
ATLANTA, GEORGIA 30339
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 1995
The annual meeting of shareholders of Intermet Corporation (the "Company")
will be held on Thursday, April 27, 1995, at 9:00 a.m. at Cobb Galleria Centre,
Two Galleria Parkway, Atlanta, Georgia, for the purpose of considering and
voting upon the following matters, all of which are described in the attached
Proxy Statement:
1. The election of twelve directors to constitute the Board of Directors
and to serve until the next Annual Meeting and until their successors
are elected and qualified.
2. The approval of the Intermet Corporation Executive Stock Option and
Incentive Award Plan.
3. The appointment of Ernst & Young LLP as the independent auditors of
the Company for 1995.
4. Such other matters as may properly come before the meeting or any
adjournment thereof.
Only shareholders of record at the close of business on March 16, 1995, will
be entitled to notice of and to vote at the meeting or any adjournment thereof.
A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed. Please sign, date and return the Proxy promptly in the enclosed
business reply envelope. If you attend the meeting, you may, if you wish,
withdraw your Proxy and vote in person.
Also enclosed is the Company's 1994 Annual Report to Shareholders, which
contains financial data and other information concerning the Company.
By Order of the Board of Directors,
James W. Rydel
Vice President - Administration
and Secretary
March 27, 1995
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE MAY BE
RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
<PAGE>
INTERMET CORPORATION
SUITE 1600
2859 PACES FERRY ROAD
ATLANTA, GEORGIA 30339
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of Intermet Corporation (the "Company") for
use at the annual meeting of shareholders of the Company (the "Annual Meeting")
to be held on April 27, 1995, and any adjournment thereof, for the purposes set
forth in the accompanying notice of the meeting.
The expense of this solicitation, including the cost of preparing and mailing
this Proxy Statement, will be paid by the Company. Copies of solicitation
materials may be furnished to banks, brokerage houses and other custodians,
nominees and fiduciaries for forwarding to beneficial owners of shares of the
Company's Common Stock, and normal handling charges may be paid for the
forwarding service. In addition to solicitations by mail, directors and regular
employees of the Company may solicit Proxies in person, or by telephone or
telegraph. It is anticipated that this Proxy Statement and the accompanying
Proxy will first be mailed to shareholders on or about March 27, 1995.
Any Proxy given pursuant to this solicitation may be revoked without
compliance with any other formalities by any shareholder who attends the
meeting and gives oral notice of his or her election to vote in person. In
addition, any Proxy given pursuant to this solicitation may be revoked prior to
the meeting by delivering to the Secretary of the Company a notice of
revocation or a duly executed Proxy for the same shares bearing a later date.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1994, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, TO ANY
RECORD OR BENEFICIAL OWNER OF ITS COMMON STOCK AS OF MARCH 16, 1995 WHO
REQUESTS A COPY. ANY REQUEST FOR THE ANNUAL REPORT ON FORM 10-K SHOULD BE IN
WRITING ADDRESSED TO:
JAMES W. RYDEL, SECRETARY
INTERMET CORPORATION
SUITE 1600, 2859 PACES FERRY ROAD
ATLANTA, GEORGIA 30339
IF THE PERSON REQUESTING THE REPORT WAS NOT A SHAREHOLDER OF RECORD ON MARCH
16, 1995, THE REQUEST MUST INCLUDE A REPRESENTATION THAT THE PERSON WAS A
BENEFICIAL OWNER OF COMMON STOCK ON THAT DATE. COPIES OF ANY EXHIBITS TO THE
ANNUAL REPORT ON FORM 10-K WILL ALSO BE FURNISHED TO SHAREHOLDERS ON REQUEST
AND UPON THE PAYMENT OF THE COMPANY'S EXPENSE IN FURNISHING THE EXHIBITS.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The record of shareholders entitled to vote at the Annual Meeting was taken
as of the close of business on March 16, 1995. On that date the Company had
outstanding and entitled to vote 24,662,225 shares of Common Stock, par value
$0.10 per share, with each share entitled to one vote. All references in this
Proxy Statement to percentages of shares beneficially owned are based on
25,056,719 shares of Common Stock deemed outstanding (which includes options
exercisable at January 1, 1995 to purchase 412,000 shares of Common Stock held
by current directors and executive officers).
<PAGE>
The following table sets forth certain information concerning the only
"persons" (as that term is defined by the Securities and Exchange Commission
("SEC")) who are known to the Company to be the beneficial owners of more than
five percent (5%) of the Company's Common Stock, which is its only class of
voting securities, as of January 1, 1995, and the ownership of the Company's
Common Stock as of that date by the directors and each of the Named Officers
(as defined under "Executive Compensation" below), and by all current directors
and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OWNER OWNED BENEFICIALLY PERCENT OF CLASS
----- ------------------ ----------------
<S> <C> <C>
George W. Mathews, Jr. 4,614,521(1) 18.4%
212 Townsend Place
Atlanta, Georgia 30327
The Prudential Insurance Company of 2,364,846(2) 9.4%
America
Prudential Plaza
Newark, NJ 07101
David L. Babson & Company, Inc. 2,180,500(3) 8.7%
One Memorial Drive
Cambridge, MA 02142
J.P. Morgan & Co. Incorporated 1,553,600(4) 6.2%
60 Wall Street
New York, NY 10260
Trust Company Bank (as Trustee for 1,502,247 6.0%
Intermet Corporation
Employee Stock Ownership Trust)
25 Park Place, N.E.
Atlanta, GA 30303
John Doddridge 150,000(5) *
Vernon R. Alden 21,500(6) *
J. Frank Broyles 77,310(6) *
John P. Crecine 6,217(7) *
Anton Dorfmueller, Jr. 16,000(8) *
John B. Ellis 22,000(6)(15) *
Wilfred E. Gross, Jr. 479,500(6) 1.9%
A. Wayne Hardy 126,578(6) *
Harold C. McKenzie, Jr. 47,300(6)(9) *
J. Mason Reynolds 18,500(10) *
Curtis W. Tarr 136,573(11) *
John D. Ernst 126,918(12) *
Daryl R. Marsh 13,600 *
James W. Rydel 29,818(13) *
All Executive Officers 6,034,442(14) 24.1%
and Directors as a Group
(19 persons)
</TABLE>
- ----------
*Less than one percent
(1) Does not include 723,300 shares of Common Stock owned of record by Mr.
Mathews' wife, as trustee for their adult children, and 493,450 shares of
Common Stock held of record by Mr. Mathews' adult children, as to which
shares Mr. Mathews disclaims beneficial ownership. Includes exercisable
options at January 1, 1995 for 52,500 shares of Common Stock.
2
<PAGE>
(2) Includes 2,364,400 shares with respect to which The Prudential Insurance
Company of America ("Prudential") has sole voting and dispositive power
and 466 shares with respect to which Prudential has shared voting and
dispositive power, as reported on Schedule 13G, dated as of December 31,
1994, filed with the SEC.
(3) Includes 1,235,700 shares with respect to which David L. Babson & Company,
Inc. ("Babson") has sole voting power and 944,800 shares with respect to
which Babson has shared voting power. Babson has sole dispositive power
with respect to 2,180,500 shares, as reported on Schedule 13G, dated as of
December 31, 1994, filed with the SEC.
(4) Includes 891,100 shares with respect to which J.P. Morgan & Co.,
Incorporated ("Morgan") has sole voting power and 1,553,600 shares with
respect to which Morgan has sole dispositive power, as reported on
Schedule 13G, dated as of December 31, 1994, filed with the SEC.
(5) Includes presently exercisable options for 100,000 shares of Common Stock.
(6) Includes presently exercisable options for 12,000 shares of Common Stock.
(7) Includes presently exercisable options for 2,000 shares of Common Stock.
(8) Includes presently exercisable options for 6,000 shares of Common Stock.
(9) Includes 35,300 shares of Common Stock held as co-trustee under the will
of Mr. McKenzie's father.
(10) Includes presently exercisable options for 8,000 shares of Common Stock.
(11) Includes exercisable options at January 1, 1995 for 51,000 shares of
Common Stock.
(12) Includes presently exercisable options for 35,000 shares of Common Stock.
(13) Includes presently exercisable options for 19,000 shares of Common Stock.
(14) Includes exercisable options at January 1, 1995 for 412,000 shares of
Common Stock.
(15) Does not include 13,500 shares of Common Stock owned by a corporation of
which Mr. Ellis is a director and minority shareholder.
NOMINATION AND ELECTION OF DIRECTORS
(PROPOSAL 1)
The By-Laws of the Company provide that the Board of Directors shall consist
of twelve directors. The term of office for each director continues until the
next annual meeting and until his successor is elected and qualified.
Each Proxy executed and returned by a shareholder will be voted as specified
thereon by the shareholder. If no specification is made, the Proxy will be
voted for the election of the nominees named below to constitute the entire
Board of Directors. In the event that any nominee withdraws or for any reason
is not able to serve as a director, the Proxy will be voted for such other
person as may be designated by the Board of Directors as a substitute nominee,
but in no event will the Proxy be voted for more than twelve nominees.
Management of the Company has no reason to believe that any nominee will not
serve if elected. All of the nominees are currently directors of the Company.
Directors are elected by a plurality of the votes cast by the holders of the
shares entitled to vote in an election at a meeting at which a quorum is
present. A quorum is present when the holders of a majority of the shares
outstanding on the record date are present at a meeting in person or by proxy.
An abstention and a broker non-vote would be included in determining whether a
quorum is present at a meeting, but would not otherwise affect the outcome of a
vote.
3
<PAGE>
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information, as of January 1, 1995, has been furnished by the
respective nominees for director. Except as otherwise indicated, each nominee
has been or was engaged in his present or last principal employment, in the
same or a similar position, for more than five years.
NAME (AGE) INFORMATION ABOUT NOMINEE
John Doddridge (54)........ Chairman of the Board and Chief Executive Officer
since October 27, 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,
where he also served as a director. From mid-1989
to 1992 he served as President of North American
Operations of Dana Corporation, a motor vehicle
parts manufacturer, and prior to mid-1989 he
served as President of Hayes-Dana Inc., a
subsidiary of Dana Corporation. Mr. Doddridge
serves as a director of Detroit Diesel
Corporation.
Vernon R. Alden (71)....... Director of the Company since 1986. A director
and trustee of several organizations, Mr. Alden
was Chairman of the Board and Executive Committee
of The Boston Company, Inc., a financial services
company, from 1969 to 1978 and President of Ohio
University from 1962 to 1969. He is also a
director of Augat, Inc., Colgate-Palmolive
Company, Digital Equipment Corporation and
Sonesta International Hotels Corporation.
J. Frank Broyles (70)...... Director of the Company since 1986 and its
predecessor from 1977 to 1984. Mr. Broyles has
been Athletic Director of the University of
Arkansas since 1958.
John P. Crecine (55)....... Director of the Company since 1993. Mr. Crecine
has served as Chairman and Chief Executive
Officer of Integrated Digital Systems, Inc. since
mid-1994. He was President of the Georgia
Institute of Technology from 1987 to mid-1994.
Previously he served as a professor at the
University of Michigan and founding director of
the Institute of Public Policy Studies from 1965
to 1975. He became Dean of the College of
Humanities and Social Sciences at Carnegie Mellon
University in 1976, a position he held until 1983
when he became the University's Senior Vice
President for Academic Affairs. He held that
position until his Georgia Tech appointment. Mr.
Crecine is a director of HBO and Co.
Anton Dorfmueller, Jr.
(68)....................... Director of the Company since 1991. Mr.
Dorfmueller served as North American agent to Red
Rock International, a robotics manufacturer,
during 1994. From 1988 to 1994 he served as a
consultant to Andersen Consulting. Mr.
Dorfmueller retired in 1988 as a Group Vice
President of Ashland Chemical Company.
John B. Ellis (70)......... Director of the Company since 1989. A private
investor, Mr. Ellis retired in 1986 as Senior
Vice President--Finance and Treasurer of Genuine
Parts Co., an automotive parts distributor, where
he had been employed in various capacities since
1974. Mr. Ellis is a director of Flowers
Industries, Inc., Genuine Parts Co., Hughes
Supply, Inc., Oxford Industries, Inc., and
Interstate/Johnson Lane, Inc.
4
<PAGE>
NAME (AGE) INFORMATION ABOUT NOMINEE
Wilfred E. Gross, Jr.
(66)....................... Director of the Company and its predecessor since
1971. Mr. Gross is Chief Executive Officer of
W.T. Harvey Lumber Company in Columbus, Georgia.
A. Wayne Hardy (58)........ Director of the Company and its predecessor since
1978. Mr. Hardy is a private investor and
consultant. He was Chairman and Chief Executive
Officer of Eastern Inter-Trans Services, Inc.
from 1986 to 1992. From 1975 to 1986 Mr. Hardy
was a Vice President of the Company and its
predecessor.
George W. Mathews, Jr.
(67)....................... Director of the Company and its predecessor since
1971, Mr. Mathews is the founder of the Company
and was Chairman of the Board and Chief Executive
Officer of the Company from 1971 until October
1994. He retired from the Company in December
1994. Mr. Mathews serves as a director of
Metrotrans Corporation.
Harold C. McKenzie, Jr.
(63)....................... Director of the Company and its predecessor since
1971. Mr. McKenzie retired at the end of 1986
from Southern Electric International, Inc., a
subsidiary of The Southern Company, with which he
was affiliated for thirty years. He had served as
Executive Vice President of Georgia Power Company
and as President and CEO of Southern Electric
International, Inc. He was Chairman and CEO of
Machine Technologies, Inc. of Martinsville,
Virginia, from 1986 until 1989 and a commercial
real estate broker with Haas & Dodd Realty Co. in
Atlanta, Georgia from 1989 to 1991. Mr. McKenzie
is presently serving as Facilities Coordinator
for The Carter Center of Emory University.
J. Mason Reynolds (68)..... Director of the Company since 1990. From 1986
until his retirement in 1989, Mr. Reynolds was
Executive Vice President of Allied Signal Corp.
and President of its Automotive Sector, which
manufactures automobile parts.
Curtis W. Tarr (70)........ Director of the Company since 1984. Mr. Tarr
retired as Vice Chairman of the Board as of
December 31, 1994, a position he held since 1992.
At that time he also retired as President of
Intermet International, Inc. a position he held
since 1991. He served as a consultant to the
Company from late 1989 through 1990. Mr. Tarr was
a professor and Dean of the Johnson School of
Management at Cornell University from 1984
through 1989 and remained a professor there until
1990. He was a Vice President of Deere & Co., a
farm equipment manufacturer, from 1973 to 1983.
Mr. Tarr was President of Lawrence University,
Appleton, Wisconsin, from 1963 to 1969 and an
Undersecretary of State from 1972 to 1973. He is
also a director of George Banta Co., Inc., a
commercial printer, and of State Farm Insurance
Companies.
There are no family relationships among the executive officers and directors
of the Company.
Directors who are not officers of the Company receive a retainer of $3,000
per quarter, $1,500 for each Board of Directors meeting attended, and $1,000
for each committee meeting attended. Directors are reimbursed for expenses
incurred in attending Board of Directors and committee meetings.
Mr. Crecine was late in reporting on Form 4 sales of Common Stock in May and
June 1994.
5
<PAGE>
PROPOSAL TO ADOPT THE INTERMET CORPORATION
EXECUTIVE STOCK OPTION AND INCENTIVE AWARD PLAN
(PROPOSAL 2)
GENERAL
The following description of the material features of the Intermet
Corporation Executive Stock Option and Incentive Award Plan (the "Plan") is a
summary and is qualified in its entirety by reference to the Plan, as proposed
to be adopted by the shareholders, a copy of which will be provided to any
shareholder upon written request to James W. Rydel, Secretary of the Company,
at the Company's address.
The Board of Directors approved the adoption of the Plan on February 9, 1995,
subject to shareholder approval. The Plan, if approved by the shareholders,
will be effective as of the date of shareholder approval, and will terminate on
the day immediately prior to the tenth anniversary thereof, unless earlier
terminated by the Board of Directors. The number of shares of the Common Stock
authorized for issuance under the Plan will be 1,500,000 shares (approximately
6% of the presently outstanding shares of Common Stock).
The Plan provides for the grant of incentive stock options ("ISOs"),
nonqualified stock options ("NQOs"), restricted stock and common stock without
restriction to key employees of the Company and its subsidiaries. Grants of
stock options may no longer be made under the Company's Key Individual Stock
Option Plan as it has expired.
As of the date hereof, no benefits or amounts that will be received by or
allocated to John Doddridge, Chairman and Chief Executive Officer, any of the
Named Officers (as defined below under "Executive Compensation"), the current
executive officers as a group or nonexecutive officers as a group is known.
Non-employee directors are not eligible to receive awards under the Plan.
PURPOSE
The purpose of the Plan is to promote the long-term success of the Company
and its subsidiaries by providing financial incentives to key employees who are
in positions to make significant contributions toward such success. The Plan is
designed to attract individuals of outstanding ability to employment with the
Company and its subsidiaries, to encourage key employees to acquire a
proprietary interest in the Company and to continue their employment with the
Company or its subsidiaries and to render superior performance during such
employment.
ADMINISTRATION
The Plan will be administered by the Compensation Committee of the Board of
Directors (the "Committee"), which has authority to determine the individuals
to whom awards will be granted, the form and amount of the awards, the dates of
the grant and other terms of each award and also has authority to amend or
waive the terms of outstanding awards, within the parameters of the Plan. The
Committee will be composed at all times of not less than three members of the
Board of Directors who satisfy the "disinterested administration" requirement
of Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act").
DESCRIPTION OF AWARDS UNDER THE PLAN
Options. Key fulltime, salaried employees of the Company or any of its
subsidiaries will be eligible for consideration as participants under the Plan.
The Plan will provide for grants to key employees of both ISOs, as defined in
Section 422 of the Internal Revenue Code of 1986, as amended, and NQOs. Holders
of greater than 10% of the outstanding Common Stock are not eligible for ISOs,
and certain executive officers, including the Named Officers, cannot receive
grants of options for more than 100,000 shares in any twelve-month period. The
exercise price of an option granted under the Plan will be determined by the
Committee at the
6
<PAGE>
time of grant. The exercise price of an ISO may not be less than the fair
market value on the date of grant of the shares subject to such option. The
exercise price of an NQO, however, may, at the discretion of the Committee, be
less than the fair market value of the shares subject to such option at the
time of grant, but not less than 85% of the fair market value on the date of
grant of the shares subject to such option (or such lower percentage of fair
market value as may be established by the Internal Revenue Service as the limit
for granting discounted stock options without causing immediate tax
consequences to the employee). Full payment of the option exercise price must
be made by the optionee when an option is exercised. The exercise price may be
paid in cash, by tendering shares of Common Stock, valued at fair market value
on the date of option exercise, or in any combination of cash and shares. The
proceeds received by the Company from exercises of options under the Plan will
be used for general corporate purposes.
The period of exercise of an option will be determined by the Committee at
the time of grant. Unless otherwise provided by the Committee, options will not
be exercisable prior to twelve months from the date of grant, and after such
date will be exercisable in an amount equal to 25% of the option per year, with
full vesting four years after the date of grant. In the event of a change in
control of the Company (as defined in the Plan), all NQOs and ISOs become fully
vested and exercisable. No option may expire any later than the tenth
anniversary of the date of grant unless otherwise provided by the Committee.
Unless otherwise specified by the Committee, no option may be sold, transferred
or assigned except by will or the laws of descent and distribution.
If an optionee dies while actively employed, all of his or her options
immediately vest and remain exercisable until their expiration date or for one
year after his or her death, whichever period is shorter. If the employment of
an optionee is terminated by reason of disability (as defined in the Plan), all
of his or her outstanding options immediately vest as of the date the Committee
determines the disability to have commenced and will remain exercisable at any
time prior to the expiration date or for one year after the date that the
Committee determines the disability commenced, whichever is shorter. If any
optionee retires (as defined in the Plan), all options granted to him or her
immediately vest and remain exercisable at any time prior to the expiration
date or for three years after the effective date of retirement, whichever is
shorter. If employment of an optionee terminates by reason of a disability or
retirement and the optionee dies within the exercise period following such
termination, then the remaining exercise period under outstanding options
equals one year following death or the remaining portion of the exercise period
that was triggered by the employment termination, whichever is longer. If the
employment of an optionee terminates for any other reason, all options held by
him or her which are not vested as of the effective date of the termination
will be forfeited. If the employment is terminated for cause (as defined in the
Plan) or such optionee voluntarily terminates employment, the option rights
under any then vested outstanding options will immediately terminate. If the
optionee's employment is terminated by the Company without cause, any options
vested as of his or her date of termination remain exercisable at any time
prior to the expiration date or for one year after the date of termination,
whichever is shorter.
RESTRICTED STOCK; STOCK AWARDS. The Committee may from time to time grant
Common Stock to employees, with such terms and conditions, and the amount of
payment, if any, to be made by employees for such stock as the Committee
determines. The Committee may grant such stock without restrictions of any type
(a "Stock Award") or with vesting restrictions ("Restricted Stock"). All
Restricted Stock that is not vested will be forfeited unless the employee
remains employed on a full-time basis until the Restricted Stock is vested and
all other conditions prescribed by the Committee are met. The Committee may
waive or amend any restrictions with respect to Restricted Stock at any time
after the date of grant. Restricted Stock Stock Awards will be registered in
the name of the employee but retained by the Company or its agent until lapse
of the restrictions. The employee will have the right to vote the Restricted
Stock and to receive dividends with respect to it, except that the right to
receive cash dividends on Restricted Stock will be paid in cash or Restricted
Stock, as determined by the Committee. Restricted Stock will not be
transferrable or assignable until fully vested. In the event that a change in
control of the Company occurs (as defined in the Plan), all vesting
requirements with respect to a grant of Restricted Stock lapse, and such stock
will be delivered to the employee.
7
<PAGE>
GENERAL. The receipt of Stock Awards, Restricted Stock and Common Stock upon
exercise of options granted under the Plan will be contingent upon the
compliance with federal and state securities laws and The Nasdaq Stock Market
or exchange listing requirements. In the event of changes in the outstanding
shares of the Common Stock by reason of stock dividends, recapitalizations,
reclassifications, split-ups or consolidation or other changes in the Common
Stock, the aggregate number and class of shares available under the Plan and
the maximum number of shares as to which options may be granted shall be
appropriately adjusted by the Committee.
The Plan may, from time to time, be terminated, suspended or amended by the
Board of Directors. However, without the approval of the shareholders, no such
amendment may: (a) materially modify eligibility requirements under the Plan;
(b) increase the total number of shares which may be granted under the Plan,
except as required under any adjustment described above; (c) extend the term of
the Plan; (d) amend the Plan in any other manner which the Board of Directors,
in its discretion, determines should become effective only if approved by the
shareholders even though such shareholder approval is not expressly required by
the Plan or by law; or (e) become effective without shareholder approval if
required for transactions under the Plan to continue to comply with Rule 16b-3
under the Exchange Act.
TAX CONSEQUENCES
There are no federal tax consequences to the optionee or the Company on the
granting of options under the Plan. The federal tax consequences upon exercise
of the option will vary depending on whether the option is an ISO or an NQO.
Under current tax law, a holder of an ISO under the Plan will not realize
taxable income upon the grant or exercise thereof. However, depending upon the
holder's income tax situation, the exercise of the ISO may have alternative
minimum tax implications. The amount of gain which the employee must recognize
is equal to the amount by which the value of the Common Stock on the date of
the sale exceeds the option price. If the optionee disposes of the stock after
the required holding period, that is, no earlier than a date which is two years
after the date of grant of the option and one year after the date of exercise,
the optionee will recognize capital gain or loss at the time of the
disposition. The Company will not be entitled to a tax deduction if the
optionee satisfies these holding period requirements. If disposition occurs
prior to the expiration of the holding period, the gain is ordinary income, and
the Company is entitled to a tax deduction equal to the amount of income
recognized by the optionee.
An optionee will not realize income when an NQO is granted to him or her.
Upon exercise of such option, however, the optionee must recognize ordinary
income to the extent that the fair market value of the Common Stock on the date
the option is exercised exceeds the option price. Any such gain is taxed in the
same manner as ordinary income in the year the option is exercised. Any gain
recognized upon the disposition of the shares of stock obtained by the exercise
of an NQO will be taxed at capital gains rates if the employee holds the shares
of stock for at least one year after the exercise of the NQO. The Company will
not experience any tax consequences upon the grant of an NQO, but will be
entitled to take an income tax deduction equal to the amount which the option
holder recognizes as income (if any) when the NQO is exercised.
The granting of Restricted Stock will not be a taxable event to the employee
or result in a tax deduction for the Company at the time of grant. Upon the
lapse or termination of the restrictions, the employee will recognize ordinary
income equal to the fair market value of the portion of the Restricted Stock no
longer subject to restrictions, less the amount of any payment by the employee
for such Restricted Stock. The Company will be entitled to an income tax
deduction in the same amount at the time the employee is required to recognize
the income.
Since Stock Awards are not subject to restrictions under the Plan, at the
time of the award, the employee will recognize ordinary income equal to the
fair market value of the Stock Award on the date of the award,
8
<PAGE>
less the amount of any payment by the employee for such Stock Award. The
Company will be entitled to an income tax deduction in the same amount at the
time the employee is required to recognize the income.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
In order for the Common Stock to continue to be eligible for listing on The
Nasdaq Stock Market, shareholder approval is required for plans pursuant to
which options and awards of Common Stock may be granted to officers and
directors. In addition, shareholder approval of the Plan may afford executive
officers of the Company greater flexibility under federal securities laws in
connection with the purchase and sale of Common Stock of the Company. For these
reasons, shareholder approval is sought for the Plan.
To be adopted, the Plan proposal must be approved by the holders of a
majority of the Common Stock having voting power and who are present in person
or by proxy at a meeting at which a quorum is present. A quorum is present when
the holders of a majority of the shares outstanding on the record date are
present at a meeting in person or by proxy. Abstentions and broker non-votes
would be included in determining whether a quorum is present at a meeting. A
broker non-vote would have no effect on the outcome of the vote on the proposal
to adopt the Plan, but an abstention would have the effect of a vote against
the Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSAL, AND
THE ENCLOSED PROXY WILL BE VOTED IN THAT MANNER UNLESS THE SHAREHOLDER
EXECUTING THE PROXY SPECIFICALLY VOTES TO THE CONTRARY OR ABSTAINS FROM VOTING
ON THIS PROPOSAL.
9
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation paid by
the Company and its subsidiaries to the Company's Chief Executive Officer and
former Chief Executive Officer and to the four most highly compensated
executive officers of the Company (collectively, the "Named Officers") for
services rendered to the Company during 1994, 1993 and 1992.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
-----------------------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
---------------------- RESTRICTED OPTIONS/SARS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (2) OTHER STOCK AWARD (NO. OF SHARES) COMPENSATION
- --------------------------- ---- ------- --------- ------- ----------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
John Doddridge..........
Chairman of the Board 1994 $29,168 $127,500(3) $96,591 $165,000(4) 100,000 $ --
and Chief Executive 1993 -- -- -- -- -- --
Officer (1) 1992 -- -- -- -- -- --
George W. Mathews, Jr. . 1994 264,924 -- -- -- 20,000 36,109(5)
Former Chairman of the 1993 289,008 -- 1,313 -- 16,000 17,814
Board, Chief Executive 1992 331,508 -- 1,312 -- 16,000 17,188
Officer and President
Curtis W. Tarr.......... 1994 185,016 100,000 1,661 -- 16,000 12,025(6)
Former Vice Chairman of 1993 185,016 -- 1,661 -- 14,000 14,476
the Board of the 1992 185,016 -- 1,661 -- 14,000 16,432
Company and President,
Intermet International,
Inc.
John D. Ernst...........
Vice President -
Finance, Chief 1994 180,000 -- 1,254 -- 16,000 14,664(7)
Financial Officer, and 1993 140,016 10,000 1,254 -- 14,000 14,664
Treasurer 1992 140,016 -- 1,254 -- 14,000 15,921
Daryl R. Marsh.......... 1994 177,840 60,000 -- -- 16,000 12,025(6)
Vice President - 1993 65,628 68,000 -- -- -- 381
Machining Services 1992 -- -- -- -- -- --
James W. Rydel..........
Vice President - 1994 170,016 -- 1,318 -- 14,000 12,025(6)
Administration and 1993 110,016 15,000 1,146 -- 12,000 10,276
Secretary 1992 110,016 -- 1,146 -- 12,000 10,621
</TABLE>
- ----------
(1) Mr. Doddridge was hired October 27, 1994, and the Company commenced paying
a salary and bonus to him on December 1, 1994.
(2) The Company has reported bonuses in this Proxy Statement in the year
earned, not in the year paid.
(3) Includes 20,000 shares of Company Common Stock with a value of $115,000 on
the date of award.
(4) Mr. Doddridge owns 30,000 shares of restricted stock with the value shown,
based on the closing per share sale price of Company Common Stock on the
date of award. Mr. Doddridge will receive any dividends paid with respect
to the restricted stock. The restricted stock vests at the rate of 10,000
shares on each of the first, second and third anniversaries of the date of
award. No other Named Officer owns restricted stock. The value of Mr.
Doddridge's restricted stock at December 30, 1994 was $202,500.
(5) Includes (i) premiums of $1,525 paid by the Company under the Company's
life insurance program pursuant to which the Company provides all employees
with life insurance payable to the employee's and his dependents'
designated beneficiaries (the "Life Insurance Program"); (ii) Company
matching Profit Sharing Plan contributions in the aggregate amount of
$3,000; and (iii) retirement compensation in the amount of $31,584.
(6) Includes (i) premiums under the Life Insurance Program of $1,525; (ii) a
Company ESOP contribution of $4,500; and (iii) Company and Company matching
Profit Sharing Plan contributions in the aggregate amount of $6,000.
10
<PAGE>
(7) Includes (i) premiums under the Life Insurance Program of $1,525 and for
split dollar life insurance of $2,639; (ii) a Company ESOP contribution of
$4,500; and (iii) Company and Company matching Profit Sharing Plan
contributions in the aggregate amount of $6,000.
OPTION GRANTS. Shown below is further information on grants of stock options
during 1994 to the Named Officers, which are reflected in the Summary
Compensation Table. No stock appreciation rights were granted during 1994, and
none of the Company's compensation plans currently provides for the grant of
stock appreciation rights.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NO. OF AT ASSUMED ANNUAL RATES
SECURITIES % OF TOTAL OF STOCK PRICE
UNDERLYING OPTIONS/SARS APPRECIATION
OPTION/ GRANTED TO FOR OPTION TERM (3)
SARS EMPLOYEES EXERCISE EXPIRATION ---------------------------
NAME GRANTED IN 1994 PRICE DATE 0% 5% 10%
---- ---------- ------------ -------- ---------- ---- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
John Doddridge.......... 100,000 24.5% $ 5.75 12-01-04 -- $361,618 $916,378
George W. Mathews, Jr... 14,000(1) 3.4% 10.11 03-01-95(2) -- 0 835
6,000(1) 1.5% 9.19 03-01-95(2) -- 2,931 5,878
Curtis W. Tarr.......... 16,000(1) 3.9% 9.19 03-31-95(2) -- 8,433 16,968
John D. Ernst........... 16,000(1) 3.9% 9.19 02-10-04 -- 92,473 234,338
Daryl R. Marsh.......... 16,000(1) 3.9% 9.19 02-10-04 -- 92,473 234,338
James W. Rydel.......... 14,000(1) 3.4% 9.19 02-10-04 -- 80,914 205,045
</TABLE>
- ----------
(1) 25% are exercisable on the first anniversary of the grant date, 50% are
exercisable on the second anniversary of the grant date, 75% are
exercisable on the third anniversary of the grant date and 100% are
exercisable on the fourth anniversary of the grant date.
(2) Options expire three months after retirement date.
(3) "Potential Realizable Value" is disclosed in response to SEC regulations
that require such disclosure for illustration only. The values disclosed
are not intended to be, and should not be interpreted as, representations
or projections of the future value of the Company's Common Stock or of the
stock price. To lend perspective to the illustrative "Potential Realizable
Value," if the Company's Common Stock price increases 5% per year for 10
years from January 1, 1994 (disregarding any dividend payments and assuming
for purposes of the calculation a constant number of shares outstanding),
the total increase in value of all shares outstanding at January 1, 1994
would be approximately $143,000,000, and if the stock price increases 10%
per year over such period, the increase in value would be approximately
$362,000,000.
FISCAL YEAR-END VALUES. Shown below is information with respect to
unexercised options to purchase the Company's Common Stock held by the Named
Officers at December 31, 1994. No options were exercised during 1994 by a Named
Officer.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NO. OF SHARES SUBJECT TO VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
HELD AT DECEMBER 31, 1994 AT DECEMBER 31, 1994
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John Doddridge............. 100,000 -- $100,000 $ --
George W. Mathews, Jr...... 52,000 44,000 8,873 2,958
Curtis W. Tarr............. 51,000 -- 7,420 --
John D. Ernst.............. 35,000 37,000 11,130 3,710
Daryl R. Marsh............. -- 16,000 -- --
James W. Rydel............. 19,000 31,000 6,360 2,120
</TABLE>
11
<PAGE>
Employment Agreements and Termination of Employment Arrangements.
Mr. Doddridge. The Company entered into an employment agreement with Mr.
Doddridge as of December 1, 1994. The agreement provides for a term ending on
December 31, 1997, but it automatically extends on a daily basis such that the
remaining term is always two years. Either the Company or Mr. Doddridge may
terminate this automatic extension, in which event the agreement will terminate
two years from such date. The agreement provides for a minimum annual base
salary of $350,000 and an annual bonus based on the Company's income, with a
minimum bonus of $150,000 annually, except that the bonus will be prorated for
the first year of the term. The agreement also provides for the grant on
December 1, 1994 of options to purchase 100,000 shares of Common Stock at an
exercise price of $5.75 per share, the award of 20,000 shares of Common Stock
and the award of 30,000 shares of restricted Common Stock, subject to vesting
in one-third increments over a three year period. In the event of a change in
control of the Company (as defined in the agreement), the restricted shares
immediately vest.
The Company or Mr. Doddridge may terminate the agreement at any time during
the term. If Mr. Doddridge is terminated for cause or if he resigns for other
than good reason (as defined in the agreement), no further payments are due to
Mr. Doddridge. If Mr. Doddridge's employment is terminated due to his death or
disability, the agreement provides that the Company will pay to him (or his
designated beneficiary) a prorata bonus for the year during which Mr.
Doddridge's employment is terminated. In addition, the Company will pay to Mr.
Doddridge (or his beneficiary) his annual base salary and minimum annual bonus
for two years. The agreement further provides that if Mr. Doddridge's
employment is terminated by the Company without cause or by Mr. Doddridge for
good reason, the Company will provide Mr. Doddridge with all salary, bonus and
benefits to which he would be entitled under the agreement had his employment
not been terminated.
Mr. Marsh. The Registrant entered into an employment agreement with Mr.
Marsh, Vice President -- Machining Services for a term ending on July 15,
1996. Pursuant to the agreement, the Company agreed to pay Mr. Marsh a base
salary of $14,583.33 per month, subject to adjustment by agreement of the
parties, a signing bonus of $68,000 and a $60,000 bonus for 1994. The Company
agreed to provide to Mr. Marsh insurance and other benefits of the same type as
provided to other executives.
Either the Company or Mr. Marsh has the right to terminate the agreement, but
if the Company terminates Mr. Marsh's employment without cause, it agreed to
pay Mr. Marsh his base salary in effect at the time of termination for the
remainder of the term of the agreement.
Mr. Mathews. In connection with Mr. Mathews' retirement as Chairman and Chief
Executive Officer on December 1, 1994, the Company agreed to pay Mr. Mathews
the sum of $350,000 per year for three years. If Mr. Mathews dies during such
three year period, the Company agreed to continue payments of his salary to his
spouse until December 1, 1997. For three years after Mr. Mathews' retirement,
the Company also agreed to provide Mr. Mathews and his spouse with medical and
dental insurance, to provide Mr. Mathews with an automobile and office space
and to pay the salary and benefits for an assistant for Mr. Mathews.
Mr. Tarr. In connection with Mr. Tarr's retirement as President of Intermet
International, Inc. as of December 31, 1994, the Company agreed to continue his
1994 salary and to provide medical and dental insurance for Mr. Tarr and his
spouse for a period of one year.
12
<PAGE>
INTERMET CORPORATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Company has
furnished the following report on executive compensation for the fiscal year
ending December 31, 1994.
COMMITTEE RESPONSIBILITIES
The Compensation Committee of the Board is comprised of three non-employee
directors. Committee responsibilities, with respect to the compensation of
executive officers, including the Named Officers, of Intermet and its
subsidiaries, include reviews and recommendations relative to the following
compensation elements:
. Base salary levels of the executive officers of Intermet;
. All aspects of Intermet's annual bonus compensation plan;
. Intermet's stock-based compensation;
. All aspects of Intermet's two retirement plans, namely the 401(k) Savings
and Investment Plan and the Employee Stock Ownership Plan Trust;
. All employment agreements and amendments thereof; and
. The process and substance of all other aspects of compensation.
The Committee monitors market practices and trends, and makes revisions as
necessary, to ensure that Intermet's programs are adequate to attract and
retain the best possible executive talent.
OVERALL COMPENSATION PHILOSOPHY
In 1994, the Committee redefined the Company's underlying compensation
philosophy for 1995 and the resulting compensation changes will represent a
significant departure from prior year practices. Historically, Intermet's
compensation involved three primary components: (1) base salaries, considered
to be competitive with the market, (2) bonus awards and (3) annual stock option
grants. Going forward, the Company is focusing its efforts on re-distributing
the mix of compensation across these three components. For 1995, the
Committee's compensation goals for Intermet are as follows: (1) base salaries
held slightly below prevailing market levels, (2) annual incentives based on
pretax earnings, and (3) long-term incentive awards targeted at increasing the
ownership stake of key executives. The three concepts, outlined below, will
facilitate the implementation of the new compensation mix at Intermet:
Management Development. The Company's compensation opportunities will be
structured to attract, retain and motivate those individuals who are proficient
in maximizing shareholder value.
Pay for Performance. In 1995, the Company will base a greater portion of
employee compensation on incentive pay, or pay for performance. The Company
will emphasize variable, at-risk compensation that is dependent upon the
employees' level of success in meeting specified Company goals.
Equity Orientation. To properly align employee and shareholder interests,
equity-based plans will represent a fundamental component of the at-risk
portion of total compensation. Consistent with this philosophy, the Company
will encourage its key executives to hold stock delivered through equity-based
plans. This will promote a continuing focus on building profitability and
shareholder value.
13
<PAGE>
The basic elements of Intermet's executive compensation packages are base
salary, annual incentive compensation and long-term incentive compensation. The
Committee's policies with respect to each of these elements are discussed
below. In addition, while the elements of compensation described below are
considered separately, the Committee takes into account the total compensation
package afforded by Intermet to each individual, including pension benefits,
severance plans, insurance and other benefits. All actions of the Committee
with respect to executive compensation in 1994 were subsequently unanimously
approved by the Board of Directors.
BASE SALARIES
Individual salaries for specified executives are reviewed annually and
recommendations for adjustments are made to the Board by the Chief Executive
Officer based on individual responsibilities, performance over time and the
Compensation Committee's judgment of overall Company financial performance.
With respect to the fiscal year ending December 31, 1994, the Company
maintained base salary levels considered to be competitive with the market. To
establish competitive market levels for its key executives, the Committee
utilized the services of independent third-party studies, published survey
sources and market studies of comparably sized companies competing within the
same markets as Intermet. Based on these findings, the Committee recommended a
merit increase pool of 4.3%.
For 1995, the Company's approach to base compensation will be to hold base
compensation levels slightly below industry peer group averages. This will be
accomplished with lower merit increases going forward. The effect of this
strategy will be to control the fixed portion of compensation costs, while
placing increased emphasis on the "at-risk" component, or annual incentive
compensation, as discussed below.
ANNUAL INCENTIVE COMPENSATION
The bonus program used in 1994 was based on the achievement of gross profit
or operating profit goals at the Manufacturing Unit / Division Level and a
pretax income goal at the Corporate Level. Although other non-financial
performance measures were considered as possible measures for a portion of the
annual bonus program, the Committee members decided that a simpler plan would
be a stronger motivator for the Company's executives and managers. In an effort
to improve Company operations, the bonus program was broadened to include key
managers who directly report to operating unit managers.
Target bonuses in 1994 were set for each Participant based on each
executive's organizational level, position responsibilities and performance
during the fiscal year. Actual bonus levels for key managers and operating unit
managers in 1994 ranged from 0% to 112% of targeted bonus amounts. No bonuses
were paid to key executives under the Plan. However, certain executives did
receive bonuses based upon contractual agreements and $100,000 was paid to
Curtis Tarr in recognition of his extra effort during George Mathews' leave of
absence.
For 1995, the Compensation Committee has implemented a Profit Sharing Plan
for key executives on the Operating Committee. The purpose of this plan is to
provide an incentive compensation system which rewards corporate operating
management proportionately to the profitability of the Corporation.
Participants will receive a percentage of audited annual pretax earnings of the
Company before minority interests and corporate profit sharing adjustments.
LONG-TERM INCENTIVE COMPENSATION
Intermet maintains, for key executives and management of Intermet and its
subsidiaries, certain stock-based compensation plans, which allow the Committee
to award the individuals it selects incentive and non-qualified stock options.
Awards under these stock-based compensation plans directly link potential
participant rewards to increases in stockholder value.
14
<PAGE>
Intermet historically has provided the majority of its stock-based
compensation in the form of stock options. Stock options are granted with an
exercise price equal to the market price of Intermet's Common Stock on the date
of grant and become exercisable over a four year period. This approach is
designed to encourage the creation of stockholder value and the retention of
the executives over the long term, as this element of the compensation package
has value only to the extent that stock price appreciation occurs.
The Director's Stock Option Plan authorizes the Company to issue options for
not more than 100,000 shares of the Company's Common Stock to directors.
Options granted under the Plan must have an exercise price of no less than the
fair market value of the Common Stock on the date of grant. No options may be
granted after April 26, 2000, and the term of each option may not exceed ten
years from the date of grant. During 1994, nine non-employee directors received
a total of 18,000 stock options (or 2,000 options per Director) for shares of
the Company's Common Stock at an exercise price of $9.19 per share.
In 1984, the Company established a Key Individual Stock Option Plan and
reserved 1,440,000 shares for option grants to key executives. The plan
provided for the grant of both incentive and non-qualified stock options.
During 1994, the Compensation Committee granted 308,000 options under the plan
to 31 key executives and managers with exercise prices ranging from $9.19 to
$10.11 per share. In addition, Mr. Doddridge was granted 100,000 options with
an exercise price of $5.75 as a condition of his employment.
In 1995 it will be the Company's intent to encourage stock ownership among
its key executives. The Company has proposed, and submitted for approval in
this Proxy Statement, the implementation of the Executive Stock Option and
Incentive Award Plan. The Plan would permit the grant of non-qualified stock
options, incentive stock options, as well as restricted stock and stock awards
to key executives and managers of Intermet. The total number of shares
available for grant under the Plan, as proposed, would be 1,500,000 shares. The
purpose of this plan, when combined with the effects of the proposed changes in
base and annual incentive compensation philosophy, is to form the third leg of
the compensation plan so that key executives are rewarded only when the
shareholders are rewarded.
BENEFITS
The Company provides benefits at no charge to each salaried employee,
including medical, dental, short and long-term disability, accidental death and
dismemberment, life insurance and dependent life insurance. The Company also
has a medical reimbursement plan available to the Named Officers and other key
employees that compensates them for certain medical expenses not covered by the
regular group insurance programs.
RETIREMENT PLANS
The Company has a two-part retirement program: the 401(k) Savings and
Investment Plan and the Employee Stock Ownership Plan Trust, which are
available to eligible salaried employees, including the Named Officers.
The 401(k) Savings and Investment Plan permits eligible salaried employees to
contribute up to 10% of their compensation subject to certain limitations, and
invest it in one or more of five investment funds offered through the Plan. The
Company matches an individual's contribution at a rate of fifty cents for each
dollar saved, up to 4% of pay. At the end of the year, the Company makes an
added contribution to the individual's account of an amount equal to 2% of the
individual's annual compensation.
The Employee Stock Ownership Plan Trust purchases Common Stock of the Company
for its eligible salaried employees. The Company contributes an amount equal to
3% of the individual's wages or salary.
15
<PAGE>
OTHER AWARDS
The Company provides automobiles for certain key employees including sales
people. When these are used for personal rather than business needs, the
Company determines the cost of that use and includes that amount on the W-2
form sent to the Internal Revenue Services.
The Company has a salary continuation plan in the event of the death of
certain key executives. Salary is paid for one year following the death of the
Chairman or President of the Company, nine months for other executive officers
of the Company, and six months for certain executive officers of one of the
subsidiaries of the Company.
The Company has no plan for payments to its executives in the event that an
outside group takes control of the Company.
INTERMET CORPORATION COMPENSATION COMMITTEE
Vernon R. Alden
J. Frank Broyles
John P. Crecine
16
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock against the
cumulative total return of the Russell 2000 Index and the cumulative total
return for a group of companies consisting of Arvin Industries, Inc., Chrysler
Corporation, Dana Corporation, Ford Motor Company, General Motors Corporation,
MascoTech, Inc. (formerly known as Masco Industries, Inc.), Simpson Industries,
Inc. and Standard Products Company, for the period of five years commencing on
December 31, 1989 and ended December 31, 1994.
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG INTERMET CORPORATION, PEER GROUP AND RUSSELL 2000 INDEX
<CAPTION>
Measurement period Intermet Peer Russell 2000
(Fiscal Year Covered) Corporation Group Index
- --------------------- ----------- ----- -------------
<S> <C> <C> <C>
Measurement PT -
12/31/89 $ 100 $ 100 $ 100
FYE 12/31/90 $ 61 $ 78 $ 80
FYE 12/31/91 $ 94 $ 76 $ 117
FYE 12/31/92 $ 129 $ 114 $ 139
FYE 12/31/93 $ 121 $ 187 $ 166
FYE 12/31/94 $ 88 $ 157 $ 163
</TABLE>
CERTAIN TRANSACTIONS
The Prudential Insurance Company of America ("Prudential") is the record
owner of 2,364,846 shares (9.4%) of the outstanding Company Common Stock, with
respect to which Prudential has certain piggyback registration rights. These
registration rights expire December 31, 1995. On December 11, 1992, the Company
sold $25,000,000 principal amount of Senior Notes due December 11, 2002 to
Prudential.
On March 31, 1992, a subsidiary of the Company acquired all of the common and
preferred stock of PBM Industries, Inc. ("PBM"). In connection with the
acquisition, the Company guaranteed approximately $9,000,000 of PBM's debt owed
to Prudential, which debt was refinanced by the Company as part of the Trust
Company Bank line of credit described below. Prudential and two of its
affiliates were also minority shareholders of PBM. As a result of the
acquisition of PBM by the Company, Prudential and its affiliates received
approximately $479,138 in notes in partial payment for their equity interests.
As of December 31, 1994, a subsidiary of the Company owed approximately
$314,137 in principal and interest to Prudential on such notes.
17
<PAGE>
On August 31, 1992 the Company entered into a Credit Agreement with certain
domestic and foreign lenders, relating to a $75,000,000 and DM 8,000,000
revolving line of credit. Trust Company Bank is one of the lenders under the
Credit Agreement and also acts as agent for the other lenders. Trust Company
Bank is the trustee of the Company's Employee Stock Ownership Plan Trust and in
such capacity owns of record 1,502,247 (6.0%) of the Company's outstanding
Common Stock.
In September 1986, the Company sold all of the capital stock and intercompany
debt of the Company's wholly-owned subsidiary, Intermet Transportation, Inc.,
to Eastern Inter-Trans Services, Inc. ("EITS") at book value. At the time of
sale, A. Wayne Hardy, a director of the Company, was Chairman, Chief Executive
Officer and a principal shareholder of EITS. The aggregate sale price was paid
partially by delivery of a $240,000 unsecured, interest bearing promissory note
(the "Note"), which was to have been repaid in 1991. EITS was subsequently
liquidated. The Company attempted to restructure the Note's payment terms to
result in collection of the Note, but during 1994 wrote off the $110,000 in
principal and $30,559 in accrued interest on the Note.
During 1994 the Company purchased $1,443,000 in machining services from a
machining company of which Mr. George W. Mathews, Jr., a director of the
Company, is a creditor and was a shareholder until September 1994. The Company
believes that the services provided were on substantially the same terms as
those prevailing at the time from other unrelated machining companies.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held five meetings during 1994. All of the directors
attended at least 75% of all meetings of the Board and of each committee of the
Board on which they served except that Mr. Gross attended only one of two Audit
Committee meetings held during 1994.
The Compensation Committee of the Board of Directors sets the compensation
for the Company's executive officers and key personnel. The Compensation
Committee is currently comprised of Messrs. Alden, Broyles and Crecine. The
Compensation Committee held two meetings during 1994.
The Audit Committee reviews financial controls and the methods of preparation
of the Company's financial statements, evaluates audit performance and reports
on such matters to the Board. The Audit Committee, which is currently comprised
of Messrs. Dorfmeuller, Gross, and McKenzie, held two meetings during 1994.
The Company currently has no nominating committee or other committee
performing similar functions.
APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 3)
The Board of Directors has appointed Ernst & Young LLP as the Company's
independent auditors for 1995, subject to approval of this appointment by the
shareholders of the Company at the Annual Meeting.
Ernst & Young LLP was the principal independent auditors for the Company for
1994. Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they desire
to do so and to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSAL, AND
THE ENCLOSED PROXY WILL BE SO VOTED IN THAT MANNER UNLESS THE SHAREHOLDER
EXECUTING THE PROXY SPECIFICALLY VOTES TO THE CONTRARY OR ABSTAINS FROM VOTING
ON THIS PROPOSAL.
18
<PAGE>
SHAREHOLDER PROPOSALS
In accordance with the provisions of Rule 14a-8(a)(-3)(i) of the Securities
and Exchange Commission, proposals of shareholders intended to be presented at
the Company's 1996 Annual Meeting must be received by November 30, 1995 in
order to be eligible for inclusion in the proxy statement and form of proxy for
that meeting.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those stated above
that are to be brought before the meeting. If any other matter is presented for
consideration and voting, the persons named as proxies in the enclosed Proxy
intend to vote the Proxy in accordance with their judgment of what is in the
best interest of the Company.
Dated: March 27, 1995
19
<PAGE>
- --------------------------------------------------------------------------------
COMMON STOCK
OF INTERMET CORPORATION
DIRECTIONS FOR VOTING COMMON STOCK ALLOCATED
TO A PARTICIPANT'S ACCOUNT PURSUANT TO THE
INTERMET CORPORATION EMPLOYEE STOCK OWNERSHIP TRUST
The undersigned participant in the Employee Stock Ownership Plan ("ESOP")
hereby directs Trust Company Bank as Trustee of the Intermet Corporation
Employee Stock Ownership Trust to vote those shares of Common Stock of Intermet
Corporation (the "Company") allocated to the undersigned's account in
connection with the Annual Meeting of Shareholders of INTERMET CORPORATION to
be held on April 27, 1995, and any adjournment thereof:
1. [_] FOR all nominees for director listed below (except as marked to the
contrary):
John Doddridge; Vernon R. Alden; J. Frank Broyles; John P. Crecine; Anton
Dorfmueller, Jr.; John B. Ellis; Wilfred E. Gross, Jr.; A. Wayne Hardy; George
W. Mathews, Jr.; Harold C. McKenzie, Jr.; J. Mason Reynolds; Curtis W. Tarr.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW)
- --------------------------------------------------------------------------------
[_] WITHHOLD AUTHORITY to vote for all nominees listed above.
2. Approval of the Intermet Corporation Executive Stock Option and Incentive
Award Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
3. Appointment of Ernst & Young LLP as the independent auditors of the
Company for 1995.
[_] FOR [_] AGAINST [_] ABSTAIN
4. In accordance with their best judgment with respect to any other matters
that may properly come before the meeting.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ELECTION AS DIRECTORS OF THE
PERSONS NAMED IN THE PROXY, "FOR" APPROVAL OF THE STOCK OPTION AND INCENTIVE
AWARD PLAN AND "FOR" APPROVAL OF THE INDEPENDENT AUDITORS, AND, UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS PROXY
WILL BE SO VOTED. THE TRUSTEE WILL VOTE THOSE SHARES ALLOCATED TO ESOP
PARTICIPANTS FOR WHICH IT DOES NOT RECEIVE TIMELY VOTING INSTRUCTIONS.
Please sign exactly as name appears on
these Directions.
________________________________________
Note: When signing as an attorney,
trustee, administrator or guardian,
please give your title as such. In the
case of joint tenants, each joint owner
must sign.
Date: __________________________________
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
COMMON STOCK
OF INTERMET CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1995 ANNUAL MEETING OF SHAREHOLDERS.
The undersigned hereby appoints John Doddridge and James W. Rydel, or either
of them with power of substitution to each, the proxies of the undersigned to
vote the Common Stock of the undersigned at the Annual Meeting of Shareholders
of INTERMET CORPORATION (the "Company") to be held on April 27, 1995, and any
adjournment thereof.
1. [_] FOR all nominees for director listed below (except as marked to the
contrary):
John Doddridge; Vernon R. Alden; J. Frank Broyles; John P. Crecine; Anton
Dorfmueller, Jr.; John B. Ellis; Wilfred E. Gross, Jr.; A. Wayne Hardy; George
W. Mathews, Jr.; Harold C. McKenzie, Jr.; J. Mason Reynolds; Curtis W. Tarr.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW)
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[_] WITHHOLD AUTHORITY to vote for all nominees listed above.
2. Approval of the Intermet Corporation Executive Stock Option and Incentive
Award Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
3. Appointment of Ernst & Young LLP as the independent auditors of the
Company for 1995.
[_] FOR [_] AGAINST [_] ABSTAIN
4. In accordance with their best judgment with respect to any other matters
that may properly come before the meeting.
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<PAGE>
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THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ELECTION AS DIRECTORS OF THE
PERSONS NAMED IN THE PROXY, "FOR" APPROVAL OF THE STOCK OPTION AND INCENTIVE
AWARD PLAN AND "FOR" APPROVAL OF THE INDEPENDENT AUDITORS, AND, UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS PROXY
WILL BE SO VOTED.
Please sign this Proxy exactly as name
appears on the Proxy.
________________________________________
Note: When signing as an attorney,
trustee, administrator or guardian,
please give your title as such. In the
case of joint tenants, each joint owner
must sign.
Date: __________________________________
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