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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Intermet Corporation
(Exact name of registrant as specified in its charter)
Georgia 58-1563873
(State of incorporation or organization) (IRS Employer
Identification No.)
1450 West Long Lake Road
Troy, Michigan 48098
(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the
Act:
Preferred Share Purchase Rights
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On October 6, 1995, the Board of Directors of Intermet
Corporation, a Georgia corporation (the "Company"), declared a dividend of
one preferred share purchase right (a "Right") for each share of common
stock, par value $0.10 per share ("Common Stock"), of the Company held of
record at the close of business on October 17, 1995 (the "Record Time"), or
issued thereafter and prior to the Separation Time (as hereinafter
defined). The Rights will be issued pursuant to a Shareholder Protection
Rights Agreement, dated as of October 6, 1995 (the "Rights Agreement"),
between the Company and Trust Company Bank, as Rights Agent. The terms of
the Rights are summarized herein.
Each Right entitles its registered holder to purchase from the
Company, after the Separation Time, one one-hundredth of a share of
Participating Preferred Stock, par value $1.00 per share (the
"Participating Preferred Stock"), for $40 (the "Exercise Price"), subject
to adjustment. The Rights will be evidenced by the Common Stock
certificates until the close of business on the earlier of the date
(either, the "Separation Time") which is (i) the tenth business day (or
such later date as the Board of Directors of the Company may from time to
time fix by resolution adopted prior to the Separation Time that would
otherwise have occurred) after the date on which any Person (as defined in
the Rights Agreement) commences a tender or exchange offer which, if
consummated, would result in such Person's becoming an Acquiring Person, as
defined below, or (ii) the tenth business day (or such earlier or later
date as the Board of Directors of the Company may from time to time fix by
resolution adopted prior to the Flip-in Date (as defined below) that would
otherwise have occurred) after the first date of public announcement by the
Company that such Person has become an Acquiring Person (the "Flip-in
Date"); provided that if a tender or exchange offer referred to in clause
(i) is cancelled, terminated or otherwise withdrawn prior to the Separation
Time without the purchase of any shares of stock pursuant thereto, such
offer shall be deemed never to have been made. An Acquiring Person is any
Person who is the Beneficial Owner (as defined in the Rights Agreement) of
10% or more of the outstanding shares of Common Stock, provided, however,
such term shall not include (i) the Company, any wholly-owned subsidiary of
the Company or any employee stock ownership or other employee benefit plan
of the Company, (ii) any person who is the Beneficial Owner of 10% or more
of the outstanding Common Stock as of the date of the Rights Agreement or
who shall become the Beneficial Owner of 10% or more of the outstanding
Common Stock solely as a result of an acquisition of Common Stock by the
Company, until such time as such Person acquires additional Common Stock,
other than through a dividend or stock split, (iii) any Person who becomes
an
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Acquiring Person without any plan or intent to seek or affect control of
the Company if such Person, promptly divests sufficient securities such
that such 10% or greater Beneficial Ownership ceases or (iv) any Person who
Beneficially Owns shares of Common Stock consisting solely of (A) shares
acquired pursuant to the grant or exercise of an option granted by the
Company in connection with an agreement to merge with, or acquire, the
Company prior to a Flip-in Date, (B) shares owned by such Person and its
Affiliates and Associates at the time of such grant and (C) shares,
amounting to less than 1% of the outstanding Common Stock, acquired by
Affiliates and Associates of such Person after the time of such grant. The
Rights Agreement provides that, until the Separation Time, the Rights will
be transferred with and only with the Common Stock. Common Stock certifi-
cates issued prior to the Separation Time shall evidence one Right for each
share of Common Stock represented thereby and shall contain a legend
incorporating by reference the terms of the Rights Agreement (as such may
be amended from time to time). Notwithstanding the absence of the
aforementioned legend, certificates evidencing shares of Common Stock
outstanding on or prior to October 17, 1995 shall also evidence one Right
for each share of Common Stock evidenced thereby. Promptly following the
Separation Time, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of Common Stock at the
Separation Time.
The Rights will not be exercisable until the Business Day (as
defined in the Rights Agreement) following the Separation Time. The Rights
will expire on the earliest of (i) the Exchange Time (as defined below),
(ii) the close of business on October 6, 2005, (iii) the date on which the
Rights are terminated as described below and (iv) upon the merger of the
Company into another corporation pursuant to an agreement entered into
prior to a Flip-in Date (in any such case, the "Expiration Time").
The Exercise Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the
Rights, are subject to adjustment from time to time to prevent dilution in
the event of a Common Stock dividend on, or a subdivision or a combination
into a smaller number of shares of, Common Stock, or the issuance or
distribution of any securities or assets in respect of, in lieu of or in
exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date
occurs, each Right (other than Rights Beneficially Owned by the Acquiring
Person or any affiliate or associate thereof, which Rights shall become
void) shall constitute the right to purchase from the Company, upon the
exercise thereof in accordance with the terms of the Rights Agreement, that
number of shares of Common Stock of the Company having an aggregate Market
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Price (as defined in the Rights Agreement), on the date of the public
announcement of an Acquiring Person's becoming such (the "Stock Acquisition
Date") that gave rise to the Flip-in Date, equal to twice the Exercise
Price for an amount in cash equal to the then current Exercise Price. In
addition, the Board of Directors of the Company may, at its option, at any
time after a Flip-in Date and prior to the time an Acquiring Person becomes
the Beneficial Owner of more than 50% of the outstanding shares of Common
Stock, elect to exchange all (but not less than all) the then outstanding
Rights (other than Rights Beneficially Owned by the Acquiring Person or any
affiliate or associate thereof, which Rights become void) for shares of
Common Stock at an exchange ratio of one share of Common Stock per Right,
appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date of the Separation Time (the
"Exchange Ratio"). Immediately upon such action by the Board of Directors
(the "Exchange Time"), the right to exercise the Rights will terminate and
each Right will thereafter represent only the right to receive a number of
shares of Common Stock equal to the Exchange Ratio.
Whenever the Company shall become obligated under the preceding
paragraph to issue shares of Common Stock upon exercise of or in exchange
for Rights, the Company, at its option, may substitute therefor shares of
Participating Preferred Stock, at a ratio of one one-hundredth of a share
of Participating Preferred Stock for each share of Common Stock so
issuable.
In the event that prior to the Expiration Time the Company
enters into, consummates or permits to occur a transaction or series of
transactions after the time an Acquiring Person has become such in which,
directly or indirectly, (i) the Company shall consolidate or merge or
participate in a binding share exchange with any other Person if, at the
time of the consolidation, merger or share exchange or at the time the
Company enters into an agreement with respect to such consolidation, merger
or share exchange, the Acquiring Person Controls the Board of Directors of
the Company (as defined in the Rights Agreement) and either (A) any term of
or arrangement concerning the treatment of shares of capital stock in such
merger, consolidation or share exchange relating to the Acquiring Person is
not identical to the terms and arrangements relating to other holders of
Common Stock or (B) the Person with whom the transaction or series of
transactions occurs is the Acquiring Person or an Affiliate or Associate of
the Acquiring Person or (ii) the Company shall sell or otherwise transfer
(or one or more of its subsidiaries shall sell or otherwise transfer)
assets (A) aggregating more than 50% of the assets (measured by either book
value or fair market value) or (B) generating more than 50% of the
operating income or cash flow, of the Company and its subsidiaries (taken
as a whole) to any other Person (other than
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the Company or one or more of its wholly-owned subsidiaries) or to two or
more such Persons which are affiliated or otherwise acting in concert, if,
at the time such sale or transfer of assets or at the time the Company (or
any such subsidiary) enters into an agreement with respect to such sale or
transfer, the Acquiring Person Controls the Board of Directors of the
Company (a "Flip-over Transaction or Event"), the Company shall take such
action as shall be necessary to ensure, and shall not enter into,
consummate or permit to occur such Flip-over Transaction or Event until it
shall have entered into a supplemental agreement with the Person engaging
in such Flip-over Transaction or Event or the parent corporation thereof
(the "Flip-over Entity"), for the benefit of the holders of the Rights,
providing, that upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter constitute the right
to purchase from the Flip-over Entity, upon exercise thereof in accordance
with the terms of the Rights Agreement, that number of shares of common
stock of the Flip-over Entity having an aggregate Market Price on the date
of consummation or occurrence of such Flip-over Transaction or Event equal
to twice the Exercise Price for an amount in cash equal to the then current
Exercise Price and (ii) the Flip-over Entity shall thereafter be liable
for, and shall assume, by virtue of such Flip-over Transaction or Event and
such supplemental agreement, all the obligations and duties of the Company
pursuant to the Rights Agreement. For purposes of the foregoing
description, the term "Acquiring Person" shall include any Acquiring Person
and its Affiliates and Associates counted together as a single Person.
The Board of Directors of the Company may, at its option, at
any time prior to the close of business on the Flip-in Date, terminate
Rights without any payment to the holders thereof, as provided in the
Rights Agreement. Immediately upon the action of the Board of Directors of
the Company electing to terminate the Rights, without any further action
and without any notice, the right to exercise the Rights will terminate and
each Right will thereafter be null and void.
The holders of Rights will, solely by reason of their ownership
of Rights, have no rights as shareholders of the Company, including,
without limitation, the right to vote or to receive dividends.
The Rights Agreement (which includes as Exhibit A the forms of
Rights Certificate and Election to Exercise) is attached hereto as an
exhibit and is incorporated herein by reference. The foregoing description
of the Rights is qualified in its entirety by reference to the Rights
Agreement and such exhibit thereto.
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Item 2. Exhibits.
Exhibit No. Description
1 Rights Agreement.
2 Form of Rights Certificate and of
Election to Exercise, included in
Exhibit A to the Rights Agreement.
3 Form of Articles of Amendment
Concerning Participating Preferred
Stock, included in Exhibit B to the
Rights Agreement.
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SIGNATURE
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
INTERMET CORPORATION
By /s/ John Doddridge
Name: John Doddridge
Title: Chairman and Chief
Executive Officer
Date: October 11, 1995
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EXHIBIT INDEX
Exhibit No. Description Sequential Page
Numbers
(1) Shareholder Protection Rights
Agreement, dated as of October 6,
1995 (the "Rights Agreement").,
between Intermet Corporation and
Trust Company Bank, as Rights Agent.
(2) Form of Rights Certificate and of
Election to Exercise, included in
Exhibit A to the Rights Agreement.
(3) Articles of Amendment Concerning
Participating Preferred Stock of the
Company, included in Exhibit B to
the Rights Agreement.
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EXHIBIT 1
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
dated as of
October 6, 1995
between
INTERMET CORPORATION
and
TRUST COMPANY BANK
as Rights Agent
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SHAREHOLDER PROTECTION RIGHTS AGREEMENT
Table of Contents
Page
Article I
CERTAIN DEFINITIONS
1.1 Certain Definitions . . . . . . . . . . . . . . . . . . 2
Article II
THE RIGHTS
2.1 Summary of Rights . . . . . . . . . . . . . . . . . . . 12
2.2 Legend on Common Stock Certificates . . . . . . . . . . 12
2.3 Exercise of Rights; Separation of Rights . . . . . . . . 13
2.4 Adjustments to Exercise Price; Number of Rights . . . . 17
2.5 Date on Which Exercise is Effective . . . . . . . . . . 20
2.6 Execution, Authentication, Delivery and Dating of
Rights Certificates . . . . . . . . . . . . . . . . . . 20
2.7 Registration, Registration of Transfer and
Exchange . . . . . . . . . . . . . . . . . . . . . . . . 21
2.8 Mutilated, Destroyed, Lost and Stolen Rights
Certificates . . . . . . . . . . . . . . . . . . . . . . 23
2.9 Persons Deemed Owners . . . . . . . . . . . . . . . . . 25
2.10 Delivery and Cancellation of Certificates . . . . . . . 25
2.11 Agreement of Rights Holders . . . . . . . . . . . . . . 26
Article III
ADJUSTMENTS TO THE RIGHTS IN
THE EVENT OF CERTAIN TRANSACTIONS
3.1 Flip-in . . . . . . . . . . . . . . . . . . . . . . . . 27
3.2 Flip-over . . . . . . . . . . . . . . . . . . . . . . . 31
Article IV
THE RIGHTS AGENT
4.1 General . . . . . . . . . . . . . . . . . . . . . . . . 33
4.2 Merger or Consolidation or Change of Name of
Rights Agent . . . . . . . . . . . . . . . . . . . . . . 34
4.3 Duties of Rights Agent . . . . . . . . . . . . . . . . . 35
4.4 Change of Rights Agent . . . . . . . . . . . . . . . . . 39
Article V
MISCELLANEOUS
5.1 Termination . . . . . . . . . . . . . . . . . . . . . . 41
5.2 Expiration . . . . . . . . . . . . . . . . . . . . . . . 42
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5.3 Issuance of New Rights Certificates . . . . . . . . . . 42
5.4 Supplements and Amendments . . . . . . . . . . . . . . . 43
5.5 Fractional Shares . . . . . . . . . . . . . . . . . . . 44
5.6 Rights of Action . . . . . . . . . . . . . . . . . . . . 44
5.7 Holder of Rights Not Deemed a Shareholder . . . . . . . 45
5.8 Notice of Proposed Actions . . . . . . . . . . . . . . . 46
5.9 Notices . . . . . . . . . . . . . . . . . . . . . . . . 46
5.10 Suspension of Exercisability . . . . . . . . . . . . . . 47
5.11 Costs of Enforcement . . . . . . . . . . . . . . . . . . 48
5.12 Successors . . . . . . . . . . . . . . . . . . . . . . . 48
5.13 Benefits of this Agreement . . . . . . . . . . . . . . . 48
5.14 Determination and Actions by the Board of Direc-
tors, etc. . . . . . . . . . . . . . . . . . . . . . . . 48
5.15 Descriptive Headings . . . . . . . . . . . . . . . . . . 49
5.16 Governing Law . . . . . . . . . . . . . . . . . . . . . 49
5.17 Counterparts . . . . . . . . . . . . . . . . . . . . . . 50
5.18 Severability . . . . . . . . . . . . . . . . . . . . . . 50
EXHIBITS
EXHIBIT A Form of Rights Certificate
(Together with Form of
Election to Exercise)
EXHIBIT B Articles of Amendment Concerning Designation
of Participating Preferred Stock
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SHAREHOLDER PROTECTION RIGHTS AGREEMENT
SHAREHOLDER PROTECTION RIGHTS AGREEMENT (as amended from
time to time, this "Agreement"), dated as of October 6, 1995, between
Intermet Corporation, a Georgia corporation (the "Company"), and Trust
Company Bank, as Rights Agent (the "Rights Agent", which term shall
include any successor Rights Agent hereunder).
WITNESSETH:
WHEREAS, the Board of Directors of the Company has
(a) authorized and declared a dividend of one right ("Right") in
respect of each share of Common Stock (as hereinafter defined) held of
record as of the close of business on October 17, 1995 (the "Record
Time") and (b) as provided in Section 2.4, authorized the issuance of
one Right in respect of each share of Common Stock issued after the
Record Time and prior to the Separation Time (as hereinafter defined)
and, to the extent provided in Section 5.3, each share of Common Stock
issued after the Separation Time;
WHEREAS, subject to Sections 3.1, 5.1 and 5.10, each
Right entitles the holder thereof, after the Separation Time, to
purchase securities of the Company (or, in certain cases, of certain
other entities) pursuant to the terms and subject to the conditions set
forth herein; and
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WHEREAS, the Company desires to appoint the Rights Agent
to act on behalf of the Company, and the Rights Agent is willing so to
act, in connection with the issuance, transfer, exchange and
replacement of Rights Certificates (as hereinafter defined), the
exercise of Rights and other matters referred to herein;
NOW THEREFORE, in consideration of the premises and the
respective agreements set forth herein, the parties hereby agree as
follows:
ARTICLE I
CERTAIN DEFINITIONS
1.1 Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated:
"Acquiring Person" shall mean any Person who is a
Beneficial Owner of 10% or more of the outstanding shares of Common
Stock; provided, however, that the term "Acquiring Person" shall not
include any Person (i) who is the Beneficial Owner of 10% or more of
the outstanding shares of Common Stock on the date of this Agreement or
who shall become the Beneficial Owner of 10% or more of the outstanding
shares of Common Stock solely as a result of an acquisition by the
Company of shares of Common Stock, until such time hereafter or
thereafter as any of such Persons shall become the Beneficial Owner
(other than by means of a stock dividend or stock split) of any
additional shares of Common
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Stock, (ii) who is the Beneficial Owner of 10% or more of the
outstanding shares of Common Stock but who acquired Beneficial
Ownership of shares of Common Stock without any plan or intention to
seek or affect control of the Company, if such Person promptly enters
into an irrevocable commitment promptly to divest, and thereafter
promptly divests (without exercising or retaining any power, including
voting, with respect to such shares), sufficient shares of Common Stock
(or securities convertible into, exchangeable into or exercisable for
Common Stock) so that such Person ceases to be the Beneficial Owner of
10% or more of the outstanding shares of Common Stock or (iii) who
Beneficially Owns shares of Common Stock consisting solely of one or
more of (A) shares of Common Stock Beneficially Owned pursuant to the
grant or exercise of an option granted to such Person by the Company in
connection with an agreement to merge with, or acquire, the Company
entered into prior to a Flip-in Date, (B) shares of Common Stock (or
securities convertible into, exchangeable into or exercisable for
Common Stock), Beneficially Owned by such Person or its Affiliates or
Associates at the time of grant of such option or (C) shares of Common
Stock (or securities convertible into, exchangeable into or exercisable
for Common Stock) acquired by Affiliates or Associates of such Person
after the time of such grant which, in the aggregate, amount to less
than 1% of the outstanding shares of Common Stock. In addition, the
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Company, any wholly-owned Subsidiary of the Company and any employee
stock ownership or other employee benefit plan of the Company or a
wholly-owned Subsidiary of the Company shall not be an Acquiring
Person.
"Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 under the Securities
Exchange Act of 1934, as such Rule is in effect on the date of this
Agreement.
A Person shall be deemed the "Beneficial Owner", and to
have "Beneficial Ownership" of, and to "Beneficially Own", any securi-
ties as to which such Person or any of such Person's Affiliates or
Associates is or may be deemed to be the beneficial owner of pursuant
to Rule 13d-3 and 13d-5 under the Securities Exchange Act, as such
Rules are in effect on the date of this Agreement as well as any secur-
ities as to which such Person or any of such Person's Affiliates or
Associates has the right to become Beneficial Owner (whether such right
is exercisable immediately or only after the passage of time or the
occurrence of conditions) pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion rights, exchange
rights, rights (other than the Rights), warrants or options, or
otherwise; provided, however, that a Person shall not be deemed the
"Beneficial Owner", or to have "Beneficial Ownership" of, or to
"Beneficially Own", any security (i) solely because such security has
been tendered pursuant to a tender
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or exchange offer made by such Person or any of such Person's
Affiliates or Associates until such tendered security is accepted for
payment or exchange or (ii) solely because such Person or any of such
Person's Affiliates or Associates has or shares the power to vote or
direct the voting of such security pursuant to a revocable proxy given
in response to a public proxy or consent solicitation made to more than
ten holders of shares of a class of stock of the Company registered
under Section 12 of the Securities Exchange Act of 1934 and pursuant
to, and in accordance with, the applicable rules and regulations under
the Securities Exchange Act of 1934, except if such power (or the
arrangements relating thereto) is then reportable under Item 6 of
Schedule 13D under the Securities Exchange Act of 1934 (or any similar
provision of a comparable or successor report). Notwithstanding the
foregoing, no officer or director of the Company shall be deemed to
Beneficially Own any securities of any other Person by virtue of any
actions such officer or director takes in such capacity. For purposes
of this Agreement, in determining the percentage of the outstanding
shares of Common Stock with respect to which a Person is the Beneficial
Owner, all shares as to which such Person is deemed the Beneficial
Owner shall be deemed outstanding.
"Business Day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in
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Atlanta, Georgia are generally authorized or obligated by law or
executive order to close.
"Close of business" on any given date shall mean 5:00
p.m. Atlanta, Georgia time on such date (or, if such date is not a
Business Day, 5:00 p.m. Atlanta, Georgia time on the next succeeding
Business Day).
"Common Stock" shall mean the shares of Common Stock, par
value $.10 per share, of the Company.
"Exchange Time" shall mean the time at which the right to
exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.
"Exercise Price" shall mean, as of any date, the price at
which a holder may purchase the securities issuable upon exercise of
one whole Right. Until adjustment thereof in accordance with the terms
hereof, the Exercise Price shall equal $40.
"Expiration Time" shall mean the earliest of (i) the
Exchange Time, (ii) the Termination Time, (iii) October 6, 2005 and
(iv) upon the merger of the Company into another corporation pursuant
to an agreement entered into prior to a Flip-in Date.
"Flip-in Date" shall mean the tenth business day after
any Stock Acquisition Date or such earlier or later date as the Board
of Directors of the Company may from time to time fix by resolution
adopted prior to the Flip-in Date that would otherwise have occurred.
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"Flip-over Entity," for purposes of Section 3.2, shall
mean (i) in the case of a Flip-over Transaction or Event described in
clause (i) of the definition thereof, the Person issuing any securities
into which shares of Common Stock are being converted or exchanged and,
if no such securities are being issued, the other party to such Flip-
over Transaction or Event and (ii) in the case of a Flip-over
Transaction or Event referred to in clause (ii) of the definition
thereof, the Person receiving the greatest portion of the assets or
earning power being transferred in such Flip-over Transaction or Event,
provided in all cases if such Person is a subsidiary of a corporation,
the parent corporation shall be the Flip-Over Entity.
"Flip-over Stock" shall mean the capital stock (or
similar equity interest) with the greatest voting power in respect of
the election of directors (or other persons similarly responsible for
direction of the business and affairs) of the Flip-Over Entity.
"Flip-over Transaction or Event" shall mean a transaction
or series of transactions after a Flip-in Date in which, directly or
indirectly, (i) the Company shall consolidate or merge or participate
in a share exchange with any other Person if, at the time of the
consolidation, merger or share exchange or at the time the Company
enters into any agreement with respect to any such consolidation,
merger or share exchange, the Acquiring Person Controls the
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Board of Directors of the Company and either (A) any term of or
arrangement concerning the treatment of shares of capital stock in such
consolidation, merger or share exchange relating to the Acquiring
Person is not identical to the terms and arrangements relating to other
holders of the Common Stock or (B) the Person with whom the transaction
or series of transactions occurs is the Acquiring Person or an
Affiliate or Associate of the Acquiring Person or (ii) the Company
shall sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer) assets (A) aggregating more than 50%
of the assets (measured by either book value or fair market value) or
(B) generating more than 50% of the operating income or cash flow, of
the Company and its Subsidiaries (taken as a whole) to any Person
(other than the Company or one or more of its wholly owned Subsidi-
aries) or to two or more such Persons which are Affiliates or Asso-
ciates or otherwise acting in concert, if, at the time of the entry by
the Company (or any such Subsidiary) into an agreement with respect to
such sale or transfer of assets, the Acquiring Person Controls the
Board of Directors of the Company. An Acquiring Person shall be deemed
to Control the Company's Board of Directors when, following a Flip-in
Date, the persons who were directors of the Company before the Flip-in
Date shall cease to constitute a majority of the Company's Board of
Directors.
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"Market Price" per share of any securities on any date
shall mean the average of the daily closing prices per share of such
securities (determined as described below) on each of the 20
consecutive Trading Days through and including the Trading Day imme-
diately preceding such date; provided, however, that if an event of a
type analogous to any of the events described in Section 2.4 hereof
shall have caused the closing prices used to determine the Market Price
on any Trading Days during such period of 20 Trading Days not to be
fully comparable with the closing price on such date, each such closing
price so used shall be appropriately adjusted in order to make it fully
comparable with the closing price on such date. The closing price per
share of any securities on any date shall be the last reported sale
price, regular way, or, in case no such sale takes place or is quoted
on such date, the average of the closing bid and asked prices, regular
way, for each share of such securities, in either case as reported in
the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock
Exchange, Inc. or, if the securities are not listed or admitted to
trading on the New York Stock Exchange, Inc., as reported in the prin-
cipal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on
which the securities are listed or admitted to trading or, if the
securities are not
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listed or admitted to trading on any national securities exchange, as
reported by the National Association of Securities Dealers, Inc. Auto-
mated Quotation System or such other system then in use, or, if on any
such date the securities are not listed or admitted to trading on any
national securities exchange or quoted by any such organization, the
average of the closing bid and asked prices as furnished by a
professional market maker making a market in the securities selected by
the Board of Directors of the Company; provided, however, that if on
any such date the securities are not listed or admitted to trading on a
national securities exchange or traded in the over-the-counter market,
the closing price per share of such securities on such date shall mean
the fair value per share of securities on such date as determined in
good faith by the Board of Directors of the Company, after consultation
with a nationally recognized investment banking firm, and set forth in
a certificate delivered to the Rights Agent.
"Person" shall mean any individual, firm, partnership,
association, group (as such term is used in Rule 13d-5 under the
Securities Exchange Act of 1934, as such Rule is in effect on the date
of this Agreement), corporation or other entity.
"Preferred Stock" shall mean the series of Participating
Preferred Stock, par value $1.00 per share, of the Company created by
Articles of Amendment in substantially
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<PAGE> 11
the form set forth in Exhibit B hereto appropriately completed.
"Separation Time" shall mean the close of business on the
earlier of (i) the tenth business day (or such later date as the Board
of Directors of the Company may from time to time fix by resolution
adopted prior to the Separation Time that would otherwise have
occurred) after the date on which any Person commences a tender or
exchange offer which, if consummated, would result in such Person's
becoming an Acquiring Person and (ii) the Flip-in Date; provided, that
if the foregoing results in the Separation Time being prior to the
Record Time, the Separation Time shall be the Record Time and provided
further, that if any tender or exchange offer referred to in clause (i)
of this paragraph is cancelled, terminated or otherwise withdrawn prior
to the Separation Time without the purchase of any shares of Common
Stock pursuant thereto, such offer shall be deemed, for purposes of
this paragraph, never to have been made.
"Stock Acquisition Date" shall mean the first date of
public announcement by the Company (by any means) that an Acquiring
Person has become such.
"Subsidiary" of any specified Person shall mean any
corporation or other entity of which a majority of the voting power of
the equity securities or a majority of the equity interest is
Beneficially Owned, directly or indirectly, by such Person.
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<PAGE> 12
"Termination Time" shall mean the time at which the right
to exercise the Rights shall terminate pursuant to Section 5.1 hereof.
"Trading Day," when used with respect to any securities,
shall mean a day on which the New York Stock Exchange, Inc. is open for
the transaction of business or, if such securities are not listed or
admitted to trading on the New York Stock Exchange, Inc., a day on
which the principal national securities exchange on which such secur-
ities are listed or admitted to trading is open for the transaction of
business or, if such securities are not listed or admitted to trading
on any national securities exchange, a Business Day.
ARTICLE II
THE RIGHTS
2.1 Summary of Rights. As soon as practicable after
the Record Time, the Company will mail a letter summarizing the terms
of the Rights to each holder of record of Common Stock as of the Record
Time, at such holder's address as shown by the records of the Company.
2.2 Legend on Common Stock Certificates. Certificates
for the Common Stock issued after the Record Time but prior to the
Separation Time shall evidence one Right for each share of Common Stock
represented thereby and shall
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<PAGE> 13
have impressed on, printed on, written on or otherwise affixed to them
the following legend:
Until the Separation Time (as defined in the Rights
Agreement referred to below), this certificate also
evidences and entitles the holder hereof to certain Rights
as set forth in a Rights Agreement, dated as of October 6,
1995 (as such may be amended from time to time, the "Rights
Agreement"), between Intermet Corporation (the "Company")
and Trust Company Bank, as Rights Agent, the terms of which
are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of the
Company. Under certain circumstances, as set forth in the
Rights Agreement, such Rights may be terminated, may become
exercisable for securities or assets of the Company or of
another entity, may be exchanged for shares of Common Stock
or other securities or assets of the Company, may expire,
may become void (if they are "Beneficially Owned" by an
"Acquiring Person" or an Affiliate or Associate thereof, as
such terms are defined in the Rights Agreement, or by any
transferee of any of the foregoing) or may be evidenced by
separate certificates and may no longer be evidenced by this
certificate. The Company will mail or arrange for the
mailing of a copy of the Rights Agreement to the holder of
this certificate without charge promptly after the receipt
of a written request therefor.
Certificates representing shares of Common Stock that are issued and
outstanding at the Record Time shall evidence one Right for each share
of Common Stock evidenced thereby notwithstanding the absence of the
foregoing legend.
2.3 Exercise of Rights; Separation of Rights.
(a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as
herein set forth, each Right will entitle the holder thereof, after the
Separation Time and prior to the Expiration Time, to purchase, for the
Exercise Price, one one-hundredth of a share of Preferred Stock.
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<PAGE> 14
(b) Until the Separation Time, (i) no Right may be
exercised and (ii) each Right will be evidenced by the certificate for
the associated share of Common Stock (together, in the case of
certificates issued prior to the Record Time, with the letter or notice
mailed to the record holder thereof pursuant to Section 2.1) and will
be transferable only together with, and will be transferred by a
transfer (whether with or without such letter or notice) of, such
associated share.
(c) Subject to this Section 2.3 and to Sections 3.1,
5.1 and 5.10, after the Separation Time and prior to the Expiration
Time, the Rights (i) may be exercised and (ii) may be transferred
independent of shares of Common Stock. Promptly following the
Separation Time, the Rights Agent will mail to each holder of record of
Common Stock as of the Separation Time (other than any Person whose
Rights have become void pursuant to Section 3.1(b)), at such holder's
address as shown by the records of the Company (the Company hereby
agreeing to furnish copies of such records to the Rights Agent for this
purpose), (x) a certificate (a "Rights Certificate") in substantially
the form of Exhibit A hereto appropriately completed, representing the
number of Rights held by such holder at the Separation Time and having
such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and
as are not inconsistent
<PAGE>
<PAGE> 15
with the provisions of this Agreement, or as may be required to comply
with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any national securities exchange or
quotation system on which the Rights may from time to time be listed or
traded, or to conform to usage, and (y) a disclosure statement
describing the Rights.
(d) Subject to Sections 3.1, 5.1 and 5.10, Rights may
be exercised on any Business Day after the Separation Time and prior to
the Expiration Time by submitting to the Rights Agent the Rights
Certificate evidencing such Rights with an Election to Exercise (an
"Election to Exercise") substantially in the form attached to the
Rights Certificate duly completed, accompanied by payment in cash, or
by certified or official bank check or money order payable to the order
of the Company, of a sum equal to the Exercise Price multiplied by the
number of Rights being exercised and a sum sufficient to cover any
transfer tax or charge which may be payable in respect of any transfer
involved in the transfer or delivery of Rights Certificates or the
issuance or delivery of certificates for shares or depositary receipts
(or both) in a name other than that of the holder of the Rights being
exercised.
(e) Upon receipt of a Rights Certificate, with an
Election to Exercise accompanied by payment as set forth in
Section 2.3(d), and subject to Sections 3.1, 5.1 and 5.10,
<PAGE>
<PAGE> 16
the Rights Agent will thereupon promptly (i)(A) requisition from a
transfer agent stock certificates evidencing such number of shares or
other securities to be purchased (the Company hereby irrevocably
authorizing its transfer agents to comply with all such requisitions)
and (B) if the Company elects pursuant to Section 5.5 not to issue
certificates representing fractional shares, requisition from the
depositary selected by the Company depositary receipts representing the
fractional shares to be purchased or requisition from the Company the
amount of cash to be paid in lieu of fractional shares in accordance
with Section 5.5 and (ii) after receipt of such certificates, deposi-
tary receipts and/or cash, deliver the same to or upon the order of the
registered holder of such Rights Certificate, registered (in the case
of certificates or depositary receipts) in such name or names as may be
designated by such holder.
(f) In case the holder of any Rights shall exercise
less than all the Rights evidenced by such holder's Rights Certificate,
a new Rights Certificate evidencing the Rights remaining unexercised
will be issued by the Rights Agent to such holder or to such holder's
duly authorized assigns.
(g) The Company covenants and agrees that it will
(i) take all such action as may be necessary to ensure that all shares
delivered upon exercise of Rights shall, at the time of delivery of the
certificates for such shares
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<PAGE> 17
(subject to payment of the Exercise Price), be duly and validly
authorized, executed, issued and delivered and fully paid and
nonassessable; (ii) take all such action as may be necessary to comply
with any applicable requirements of the Securities Act of 1933 or the
Securities Exchange Act of 1934, and the rules and regulations
thereunder, and any other applicable law, rule or regulation, in
connection with the issuance of any shares upon exercise of Rights; and
(iii) pay when due and payable any and all federal and state transfer
taxes and charges which may be payable in respect of the original
issuance or delivery of the Rights Certificates or of any shares issued
upon the exercise of Rights, provided that the Company shall not be
required to pay any transfer tax or charge which may be payable in
respect of any transfer involved in the transfer or delivery of Rights
Certificates or the issuance or delivery of certificates for shares in
a name other than that of the holder of the Rights being transferred or
exercised.
2.4 Adjustments to Exercise Price; Number of Rights.
(a) In the event the Company shall at any time after the Record Time
and prior to the Separation Time (i) declare or pay a dividend on
Common Stock payable in Common Stock, (ii) subdivide the outstanding
Common Stock or (iii) combine the outstanding Common Stock into a
smaller number of shares of Common Stock, (x) the Exercise Price in
effect after such adjustment will be equal to the Exercise
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<PAGE> 18
Price in effect immediately prior to such adjustment divided by the
number of shares of Common Stock (the "Expansion Factor") that a holder
of one share of Common Stock immediately prior to such dividend,
subdivision or combination would hold thereafter as a result thereof
and (y) each Right held prior to such adjustment will become that
number of Rights equal to the Expansion Factor, and the adjusted number
of Rights will be deemed to be distributed among the shares of Common
Stock with respect to which the original Rights were associated (if
they remain outstanding) and the shares issued in respect of such divi-
dend, subdivision or combination, so that each such share of Common
Stock will have exactly one Right associated with it. Each adjustment
made pursuant to this paragraph shall be made as of the payment or
effective date for the applicable dividend, subdivision or combination.
In the event the Company shall at any time after the
Record Time and prior to the Separation Time issue any shares of Common
Stock otherwise than in a transaction referred to in the preceding
paragraph, each such share of Common Stock so issued shall
automatically have one new Right associated with it, which Right shall
be evidenced by the certificate representing such share. To the extent
provided in Section 5.3, Rights shall be issued by the Company in
respect of shares of Common Stock that are issued or sold by the
Company after the Separation Time.
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<PAGE> 19
(b) In the event the Company shall at any time after the
Record Time and prior to the Separation Time issue or distribute any
securities or assets in respect of, in lieu of or in exchange for
Common Stock (other than pursuant to a regular periodic cash dividend
or a dividend paid solely in Common Stock) whether by dividend, in a
reclassification or recapitalization (including any such transaction
involving a merger, consolidation or share exchange), or otherwise, the
Company shall make such adjustments, if any, in the Exercise Price,
number of Rights and/or securities or other property purchasable upon
exercise of Rights as the Board of Directors of the Company, in its
sole discretion, may deem to be appropriate under the circumstances in
order to adequately protect the interests of the holders of Rights
generally, and the Company and the Rights Agent shall amend this
Agreement as necessary to provide for such adjustments.
(c) Each adjustment to the Exercise Price made pursuant
to this Section 2.4 shall be calculated to the nearest cent. Whenever
an adjustment to the Exercise Price is made pursuant to this
Section 2.4, the Company shall (i) promptly prepare a certificate
setting forth such adjustment and a brief statement of the facts
accounting for such adjustment and (ii) promptly file with the Rights
Agent and with each transfer agent for the Common Stock a copy of such
certificate.
<PAGE>
<PAGE> 20
(d) Rights Certificates shall represent the securities
purchasable under the terms of this Agreement, including any adjustment
or change in the securities purchasable upon exercise of the Rights,
even though such certificates may continue to express the securities
purchasable at the time of issuance of the initial Rights Certificates.
2.5 Date on Which Exercise is Effective. Each person
in whose name any certificate for shares is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder of
record of the shares represented thereby on the date upon which the
Rights Certificate evidencing such Rights was duly surrendered and
payment of the Exercise Price for such Rights (and any applicable taxes
and other governmental charges payable by the exercising holder
hereunder) was made; provided, however, that if the date of such
surrender and payment is a date upon which the stock transfer books of
the Company are closed, such person shall be deemed to have become the
record holder of such shares on, and such certificate shall be dated,
the next succeeding Business Day on which the stock transfer books of
the Company are open.
2.6 Execution, Authentication, Delivery and Dating of
Rights Certificates. (a) The Rights Certificates shall be executed on
behalf of the Company by its Chairman of the Board, President or one of
its Vice Presidents, under
<PAGE>
<PAGE> 21
its corporate seal reproduced thereon attested by its Secretary or one
of its Assistant Secretaries. The signature of any of these officers
on the Rights Certificates may be manual or facsimile.
Rights Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of
the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to
the countersignature and delivery of such Rights Certificates.
Promptly after the Separation Time, the Company will
notify the Rights Agent of such Separation Time and will deliver Rights
Certificates executed by the Company to the Rights Agent for counter-
signature, and, subject to Section 3.1(b), the Rights Agent shall
manually countersign and deliver such Rights Certificates to the
holders of the Rights pursuant to Section 2.3(c) hereof. No Rights
Certificate shall be valid for any purpose unless manually counter-
signed by the Rights Agent.
(b) Each Rights Certificate shall be dated the date of
countersignature thereof.
2.7 Registration, Registration of Transfer and
Exchange. (a) After the Separation Time, the Company will cause to be
kept a register (the "Rights Register") in which, subject to such
reasonable regulations as it may prescribe, the Company will provide
for the registration and
<PAGE>
<PAGE> 22
transfer of Rights. The Rights Agent is hereby appointed "Rights
Registrar" for the purpose of maintaining the Rights Register for the
Company and registering Rights and transfers of Rights after the
Separation Time as herein provided. In the event that the Rights Agent
shall cease to be the Rights Registrar, the Rights Agent will have the
right to examine the Rights Register at all reasonable times after the
Separation Time.
After the Separation Time and prior to the Expiration
Time, upon surrender for registration of transfer or exchange of any
Rights Certificate, and subject to the provisions of Section 2.7(c) and
(d), the Company will execute, and the Rights Agent will countersign
and deliver, in the name of the holder or the designated transferee or
transferees, as required pursuant to the holder's instructions, one or
more new Rights Certificates evidencing the same aggregate number of
Rights as did the Rights Certificate so surrendered.
(b) Except as otherwise provided in Section 3.1(b), all
Rights issued upon any registration of transfer or exchange of Rights
Certificates shall be the valid obligations of the Company, and such
Rights shall be entitled to the same benefits under this Agreement as
the Rights surrendered upon such registration of transfer or exchange.
<PAGE>
<PAGE> 23
(c) Every Rights Certificate surrendered for
registration of transfer or exchange shall be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to
the Company or the Rights Agent, as the case may be, duly executed by
the holder thereof or such holder's attorney duly authorized in
writing. As a condition to the issuance of any new Rights Certificate
under this Section 2.7, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto.
(d) The Company shall not be required to register the
transfer or exchange of any Rights after such Rights have become void
under Section 3.1(b), been exchanged under Section 3.1(c) or been
terminated under Section 5.1.
2.8 Mutilated, Destroyed, Lost and Stolen Rights
Certificates. (a) If any mutilated Rights Certificate is surrendered
to the Rights Agent prior to the Expiration Time, then, subject to
Sections 3.1(b), 3.1(c) and 5.1, the Company shall execute and the
Rights Agent shall countersign and deliver in exchange therefor a new
Rights Certificate evidencing the same number of Rights as did the
Rights Certificate so surrendered.
(b) If there shall be delivered to the Company and the
Rights Agent prior to the Expiration Time (i) evidence to their
satisfaction of the destruction, loss or theft of any Rights
Certificate and (ii) such security or
<PAGE>
<PAGE> 24
indemnity as may be required by them to save each of them and any of
their agents harmless, then, subject to Sections 3.1(b), 3.1(c) and 5.1
and in the absence of notice to the Company or the Rights Agent that
such Rights Certificate has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Rights Agent shall
countersign and deliver, in lieu of any such destroyed, lost or stolen
Rights Certificate, a new Rights Certificate evidencing the same number
of Rights as did the Rights Certificate so destroyed, lost or stolen.
(c) As a condition to the issuance of any new Rights
Certificate under this Section 2.8, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Rights Agent) connected therewith.
(d) Every new Rights Certificate issued pursuant to
this Section 2.8 in lieu of any destroyed, lost or stolen Rights
Certificate shall evidence an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen
Rights Certificate shall be at any time enforceable by anyone, and,
subject to Section 3.1(b), shall be entitled to all the benefits of
this Agreement equally and proportionately with any and all other
Rights duly issued hereunder.
<PAGE>
<PAGE> 25
2.9 Persons Deemed Owners. Prior to due presentment of
a Rights Certificate (or, prior to the Separation Time, the associated
Common Stock certificate) for registration of transfer, the Company,
the Rights Agent and any agent of the Company or the Rights Agent may
deem and treat the person in whose name such Rights Certificate (or,
prior to the Separation Time, such Common Stock certificate) is
registered as the absolute owner thereof and of the Rights evidenced
thereby for all purposes whatsoever, and neither the Company nor the
Rights Agent shall be affected by any notice to the contrary. As used
in this Agreement, unless the context otherwise requires, the term
"holder" of any Rights shall mean the registered holder of such Rights
(or, prior to the Separation Time, the associated shares of Common
Stock).
2.10 Delivery and Cancellation of Certificates. All
Rights Certificates surrendered upon exercise or for registration of
transfer or exchange shall, if surrendered to any person other than the
Rights Agent, be delivered to the Rights Agent and, in any case, shall
be promptly cancelled by the Rights Agent. The Company may at any time
deliver to the Rights Agent for cancellation any Rights Certificates
previously countersigned and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Rights Certificates so
delivered shall be promptly cancelled by the Rights Agent. No Rights
Certi
<PAGE>
<PAGE> 26
ficates shall be countersigned in lieu of or in exchange for any Rights
Certificates cancelled as provided in this Section 2.10, except as
expressly permitted by this Agreement. The Rights Agent shall return
all cancelled Rights Certificates to the Company.
2.11 Agreement of Rights Holders. Every holder of
Rights by accepting the same consents and agrees with the Company and
the Rights Agent and with every other holder of Rights that:
(a) prior to the Separation Time, each Right will be
transferable only together with, and will be transferred by a transfer
of, the associated share of Common Stock;
(b) after the Separation Time, the Rights Certificates
will be transferable only on the Rights Register as provided herein;
(c) prior to due presentment of a Rights Certificate
(or, prior to the Separation Time, the associated Common Stock
certificate) for registration of transfer, the Company, the Rights
Agent and any agent of the Company or the Rights Agent may deem and
treat the person in whose name the Rights Certificate (or, prior to the
Separation Time, the associated Common Stock certificate) is registered
as the absolute owner thereof and of the Rights evidenced thereby for
all purposes whatsoever, and neither the Company nor the Rights Agent
shall be affected by any notice to the contrary;
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<PAGE> 27
(d) Rights beneficially owned by certain Persons will,
under the circumstances set forth in Section 3.1(b), become void; and
(e) this Agreement may be supplemented or amended from
time to time pursuant to Section 2.4(b) or 5.4 hereof.
ARTICLE III
ADJUSTMENTS TO THE RIGHTS IN
THE EVENT OF CERTAIN TRANSACTIONS
3.1 Flip-in. (a) In the event that prior to the
Expiration Time a Flip-in Date shall occur, except as provided in this
Section 3.1, each Right shall constitute the right to purchase from the
Company, upon exercise thereof in accordance with the terms hereof (but
subject to Section 5.10), that number of shares of Common Stock having
an aggregate Market Price on the Stock Acquisition Date equal to twice
the Exercise Price for an amount in cash equal to the Exercise Price
(such right to be appropriately adjusted in order to protect the
interests of the holders of Rights generally in the event that on or
after such Stock Acquisition Date an event of a type analogous to any
of the events described in Section 2.4(a) or (b) shall have occurred
with respect to the Common Stock).
(b) Notwithstanding the foregoing, any Rights that are
or were Beneficially Owned on or after the Stock Acquisition Date by an
Acquiring Person or an Affiliate or Associate thereof or by any
transferee, direct or indirect,
<PAGE>
<PAGE> 28
of any of the foregoing shall become void and any holder of such Rights
(including transferees) shall thereafter have no right to exercise or
transfer such Rights under any provision of this Agreement. If any
Rights Certificate is presented for assignment or exercise and the
Person presenting the same will not complete the certification set
forth at the end of the form of assignment or notice of election to
exercise and provide such additional evidence of the identity of the
Beneficial Owner and its Affiliates and Associates (or former Benefi-
cial Owners and their Affiliates and Associates) as the Company shall
reasonably request, then the Company shall be entitled conclusively to
deem the Beneficial Owner thereof to be an Acquiring Person or an
Affiliate or Associate thereof or a transferee of any of the foregoing
and accordingly will deem the Rights evidenced thereby to be void and
not transferable or exercisable.
(c) The Board of Directors of the Company may, at its
option, at any time after a Flip-in Date and prior to the time that an
Acquiring Person becomes the Beneficial Owner of more than 50% of the
outstanding shares of Common Stock, elect to exchange all (but not less
than all) the then outstanding Rights (which shall not include Rights
that have become void pursuant to the provisions of Section 3.1(b)) for
shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted in order to protect the
interests of holders of
<PAGE>
<PAGE> 29
Rights generally in the event that after the Separation Time an event
of a type analogous to any of the events described in Section 2.4(a) or
(b) shall have occurred with respect to the Common Stock (such exchange
ratio, as adjusted from time to time, being hereinafter referred to as
the "Exchange Ratio").
Immediately upon the action of the Board of Directors of
the Company electing to exchange the Rights, without any further action
and without any notice, the right to exercise the Rights will terminate
and each Right (other than Rights that have become void pursuant to
Section 3.1(b)) will thereafter represent only the right to receive a
number of shares of Common Stock equal to the Exchange Ratio. Promptly
after the action of the Board of Directors electing to exchange the
Rights, the Company shall give notice thereof (specifying the steps to
be taken to receive shares of Common Stock in exchange for Rights) to
the Rights Agent and the holders of the Rights (other than Rights that
have become void pursuant to Section 3.1(b)) outstanding immediately
prior thereto by mailing such notice in accordance with Section 5.9.
Each Person in whose name any certificate for shares is
issued upon the exchange of Rights pursuant to this Section 3.1(c) or
Section 3.1(d) shall for all purposes be deemed to have become the
holder of record of the shares represented thereby on, and such
certificate shall be dated,
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<PAGE> 30
the date upon which the Rights Certificate evidencing such Rights was
duly surrendered and payment of any applicable taxes and other
governmental charges payable by the holder was made; provided, however,
that if the date of such surrender and payment is a date upon which the
stock transfer books of the Company are closed, such Person shall be
deemed to have become the record holder of such shares on, and such
certificate shall be dated, the next succeeding Business Day on which
the stock transfer books of the Company are open.
(d) Whenever the Company shall become obligated under
Section 3.1(a) or (c) to issue shares of Common Stock upon exercise of
or in exchange for Rights, the Company, at its option, may substitute
therefor shares of Preferred Stock, at a ratio of one one-hundredth of
a share of Preferred Stock for each share of Common Stock so issuable.
(e) In the event that there shall not be sufficient
treasury shares or authorized but unissued shares of Common Stock or
Preferred Stock of the Company to permit the exercise or exchange in
full of the Rights in accordance with Section 3.1(a) or (c), the
Company shall either (i) call a meeting of shareholders seeking
approval to cause sufficient additional shares to be authorized
(provided that if such approval is not obtained the Company will take
the action specified in clause (ii) of this sentence) or (ii) take such
action as shall be necessary to ensure and provide, to the extent
permitted by applicable law and any
<PAGE>
<PAGE> 31
agreements or instruments in effect on the Stock Acquisition Date to
which it is a party, that each Right shall thereafter constitute the
right to receive, (x) at the Company's option, either (A) in return for
the Exercise Price, debt or equity securities or other assets (or a
combination thereof) having a fair value equal to twice the Exercise
Price, or (B) without payment of consideration (except as otherwise
required by applicable law), debt or equity securities or other assets
(or a combination thereof) having a fair value equal to the Exercise
Price, or (y) if the Board of Directors of the Company elects to
exchange the Rights in accordance with Section 3.1(c), debt or equity
securities or other assets (or a combination thereof) having a fair
value equal to the product of the Market Price of a share of Common
Stock on the Flip-in Date times the Exchange Ratio in effect on the
Flip-in Date, where in any case set forth in (x) or (y) above the fair
value of such debt or equity securities or other assets shall be as
determined in good faith by the Board of Directors of the Company,
after consultation with a nationally recognized investment banking
firm.
3.2 Flip-over. (a) Prior to the Expiration Time, the
Company shall not enter into any agreement with respect to, consummate
or permit to occur any Flip-over Transaction or Event unless and until
it shall have entered into a supplemental agreement with the Flip-over
Entity, for
<PAGE>
<PAGE> 32
the benefit of the holders of the Rights, providing that, upon
consummation or occurrence of the Flip-over Transaction or Event
(i) each Right shall thereafter constitute the right to purchase from
the Flip-over Entity, upon exercise thereof in accordance with the
terms hereof, that number of shares of Flip-over Stock of the Flip-over
Entity having an aggregate Market Price on the date of consummation or
occurrence of such Flip-over Transaction or Event equal to twice the
Exercise Price for an amount in cash equal to the Exercise Price (such
right to be appropriately adjusted in order to protect the interests of
the holders of Rights generally in the event that after such date of
consummation or occurrence an event of a type analogous to any of the
events described in Section 2.4(a) or (b) shall have occurred with
respect to the Flip-over Stock) and (ii) the Flip-over Entity shall
thereafter be liable for, and shall assume, by virtue of such Flip-over
Transaction or Event and such supplemental agreement, all the
obligations and duties of the Company pursuant to this Agreement. The
provisions of this Section 3.2 shall apply to successive Flip-over
Transactions or Events.
(b) Prior to the Expiration Time, unless the Rights will
be terminated pursuant to Section 5.1 hereof in connection therewith,
the Company shall not enter into any agreement with respect to, consum-
mate or permit to occur any Flip-over Transaction or Event if at the
time thereof there
<PAGE>
<PAGE> 33
are any rights, warrants or securities outstanding or any other
arrangements, agreements or instruments that would eliminate or
otherwise diminish in any material respect the benefits intended to be
afforded by this Rights Agreement to the holders of Rights upon
consummation of such transaction.
ARTICLE IV
THE RIGHTS AGENT
4.1 General. (a) The Company hereby appoints the
Rights Agent to act as agent for the Company in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time
to time, on demand of the Rights Agent, its reasonable expenses and
counsel fees and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its
duties hereunder. The Company also agrees to indemnify the Rights
Agent for, and to hold it harmless against, any loss, liability, or
expense, incurred without gross negligence, bad faith or willful
misconduct on the part of the Rights Agent, for anything done or
omitted to be done by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs
and expenses of defending against any claim of liability.
<PAGE>
<PAGE> 34
(b) The Rights Agent shall be protected and shall incur
no liability for or in respect of any action taken, suffered or omitted
by it in connection with its administration of this Agreement in
reliance upon any certificate for securities purchasable upon exercise
of Rights, Rights Certificate, certificate for other securities of the
Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be
genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper person or persons.
4.2 Merger or Consolidation or Change of Name of Rights
Agent. (a) Any corporation into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or
consolidation to which the Rights Agent or any successor Rights Agent
is a party, or any corporation succeeding to the shareholder services
business of the Rights Agent or any successor Rights Agent, will be the
successor to the Rights Agent under this Agreement without the execu-
tion or filing of any paper or any further act on the part of any of
the parties hereto, provided that such corporation would be eligible
for appointment as a successor Rights Agent under the provisions of
Section 4.4 hereof. In case at the time such successor Rights Agent
succeeds to the
<PAGE>
<PAGE> 35
agency created by this Agreement any of the Rights Certificates have
been countersigned but not delivered, any such successor Rights Agent
may adopt the countersignature of the predecessor Rights Agent and
deliver such Rights Certificates so countersigned; and in case at that
time any of the Rights Certificates have not been countersigned, any
successor Rights Agent may countersign such Rights Certificates either
in the name of the predecessor Rights Agent or in the name of the
successor Rights Agent; and in all such cases such Rights Certificates
will have the full force provided in the Rights Certificates and in
this Agreement.
(b) In case at any time the name of the Rights Agent is
changed and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Rights Certificates
so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, the Rights Agent may
countersign such Rights Certificates either in its prior name or in its
changed name; and in all such cases such Rights Certificates shall have
the full force provided in the Rights Certificates and in this
Agreement.
4.3 Duties of Rights Agent. The Rights Agent
undertakes the duties and obligations imposed by this Agreement upon
the following terms and conditions, by all of
<PAGE>
<PAGE> 36
which the Company and the holders of Rights Certificates, by their
acceptance thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel
(who may be legal counsel for the Company), and the opinion of such
counsel will be full and complete authorization and protection to the
Rights Agent as to any action taken or omitted by it in good faith and
in accordance with such opinion.
(b) Whenever in the performance of its duties under
this Agreement the Rights Agent deems it necessary or desirable that
any fact or matter be proved or established by the Company prior to
taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a
certificate signed by a person believed by the Rights Agent to be the
Chairman of the Board, the President or any Vice President and by the
Treasurer or any Assistant Treasurer or the Secretary or any Assistant
Secretary of the Company and delivered to the Rights Agent; and such
certificate will be full authorization to the Rights Agent for any
action taken or suffered in good faith by it under the provisions of
this Agreement in reliance upon such certificate.
(c) The Rights Agent will be liable hereunder only for
its own gross negligence, bad faith or willful misconduct.
<PAGE>
<PAGE> 37
(d) The Rights Agent will not be liable for or by
reason of any of the statements of fact or recitals contained in this
Agreement or in the certificates for securities purchasable upon
exercise of Rights or the Rights Certificates (except its countersigna-
ture thereof) or be required to verify the same, but all such
statements and recitals are and will be deemed to have been made by the
Company only.
(e) The Rights Agent will not be under any
responsibility in respect of the validity of this Agreement or the
execution and delivery hereof (except the due authorization, execution
and delivery hereof by the Rights Agent) or in respect of the validity
or execution of any certificate for securities purchasable upon
exercise of Rights or Rights Certificate (except its countersignature
thereof); nor will it be responsible for any breach by the Company of
any covenant or condition contained in this Agreement or in any Rights
Certificate; nor will it be responsible for any change in the exercis-
ability of the Rights (including the Rights becoming void pursuant to
Section 3.1(b) hereof) or any adjustment required under the provisions
of Section 2.4, 3.1 or 3.2 hereof or responsible for the manner, method
or amount of any such adjustment or the ascertaining of the existence
of facts that would require any such adjustment (except with respect to
the exercise of Rights after receipt of the certificate contemplated by
Section 2.4 describing
<PAGE>
<PAGE> 38
any such adjustment); nor will it by any act hereunder be deemed to
make any representation or warranty as to the authorization or
reservation of any securities purchasable upon exercise of Rights or
any Rights or as to whether any securities purchasable upon exercise of
Rights will, when issued, be duly and validly authorized, executed,
issued and delivered and fully paid and nonassessable.
(f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts, instruments
and assurances as may reasonably be required by the Rights Agent for
the carrying out or performing by the Rights Agent of the provisions of
this Agreement.
(g) The Rights Agent is hereby authorized and directed
to accept instructions with respect to the performance of its duties
hereunder from any person believed by the Rights Agent to be the
Chairman of the Board, the President or any Vice President or the
Secretary or any Assistant Secretary or the Treasurer or any Assistant
Treasurer of the Company, and to apply to such persons for advice or
instructions in connection with its duties, and it shall not be liable
for any action taken or suffered by it in good faith in accordance with
instructions of any such person.
<PAGE>
<PAGE> 39
(h) The Rights Agent and any shareholder, director,
officer or employee of the Rights Agent may buy, sell or deal in Common
Stock, Rights or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully
and freely as though it were not Rights Agent under this Agreement.
Nothing herein shall preclude the Rights Agent from acting in any other
capacity for the Company or for any other legal entity.
(i) The Rights Agent may execute and exercise any of
the rights or powers hereby vested in it or perform any duty hereunder
either itself or by or through its attorneys or agents, and the Rights
Agent will not be answerable or accountable for any act, default,
neglect or misconduct of any such attorneys or agents or for any loss
to the Company resulting from any such act, default, neglect or
misconduct, provided reasonable care was exercised in the selection and
continued employment thereof.
4.4 Change of Rights Agent. The Rights Agent may
resign and be discharged from its duties under this Agreement upon
90 days' notice (or such lesser notice as is acceptable to the Company)
in writing mailed to the Company and to each transfer agent of Common
Stock by registered or certified mail, and to the holders of the Rights
in accordance with Section 5.9. The Company may remove the Rights
<PAGE>
<PAGE> 40
Agent upon 30 days' notice in writing, mailed to the Rights Agent and
to each transfer agent of the Common Stock by registered or certified
mail, and to the holders of the Rights in accordance with Section 5.9.
If the Rights Agent should resign or be removed or otherwise become
incapable of acting, the Company will appoint a successor to the Rights
Agent. If the Company fails to make such appointment within a period
of 30 days after such removal or after it has been notified in writing
of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of any Rights (which holder shall, with
such notice, submit such holder's Rights Certificate for inspection by
the Company), then the holder of any Rights may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation organized and doing business under the
laws of the United States or of the State of Georgia or any other State
of the United States, in good standing, which is authorized under such
laws to exercise the powers of the Rights Agent contemplated by this
Agreement and is subject to supervision or examination by federal or
state authority and which has at the time of its appointment as Rights
Agent a combined capital and surplus of at least $50,000,000. After
appointment, the successor Rights Agent will be vested with the same
powers, rights, duties and responsibilities as if
<PAGE>
<PAGE> 41
it had been originally named as Rights Agent without further act or
deed; but the predecessor Rights Agent shall deliver and transfer to
the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance,
act or deed necessary for the purpose. Not later than the effective
date of any such appointment, the Company will file notice thereof in
writing with the predecessor Rights Agent and each transfer agent of
the Common Stock, and mail a notice thereof in writing to the holders
of the Rights. Failure to give any notice provided for in this
Section 4.4, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent
or the appointment of the successor Rights Agent, as the case may be.
ARTICLE V
MISCELLANEOUS
5.1 Termination. (a) The Board of Directors of the
Company may, at its option, at any time prior to the close of business
on the Flip-in Date, elect to terminate the Rights without any payment
to any holder thereof.
(b) Immediately upon the action of the Board of
Directors of the Company electing to terminate the Rights (or, if the
resolution of the Board of Directors electing to terminate the Rights
states that the termination will not be effective until the occurrence
of a specified future time or
<PAGE>
<PAGE> 42
event, upon the occurrence of such future time or event), without any
further action and without any notice, the right to exercise the Rights
will terminate and each Right will thereafter be null and void.
5.2 Expiration. The Rights and this Agreement shall
expire at the Expiration Time and no Person shall have any rights
pursuant to this Agreement or any Right after the Expiration Time,
except, if the Rights are exchanged, as provided in Section 3.1 hereof.
5.3 Issuance of New Rights Certificates. Notwith-
standing any of the provisions of this Agreement or of the Rights to
the contrary, the Company may, at its option, issue new Rights
Certificates evidencing Rights in such form as may be approved by its
Board of Directors to reflect any adjustment or change in the number or
kind or class of shares of stock purchasable upon exercise of Rights
made in accordance with the provisions of this Agreement. In addition,
in connection with the issuance or sale of shares of Common Stock by
the Company following the Separation Time and prior to the Expiration
Time pursuant to the terms of securities convertible or redeemable into
shares of Common Stock or to options, in each case issued or granted
prior to, and outstanding at, the Separation Time, the Company shall
issue to the holders of such shares of Common Stock, Rights
Certificates representing the appropriate number of Rights in
connection with the issuance or sale of such
<PAGE>
<PAGE> 43
shares of Common Stock; provided, however, in each case, (i) no such
Rights Certificate shall be issued, if, and to the extent that, the
Company shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the Company or
to the Person to whom such Rights Certificates would be issued, (ii) no
such Rights Certificates shall be issued if, and to the extent that,
appropriate adjustment shall have otherwise been made in lieu of the
issuance thereof, and (iii) the Company shall have no obligation to
distribute Rights Certificates to any Acquiring Person or Affiliate or
Associate of an Acquiring Person or any transferee of any of the fore-
going.
5.4 Supplements and Amendments. The Company and the
Rights Agent may from time to time supplement or amend this Agreement
without the approval of any holders of Rights (i) prior to the close of
business on the Flip-in Date, in any respect and (ii) after the close
of business on the Flip-in Date, to make any changes that the Company
may deem necessary or desirable and which shall not materially
adversely affect the interests of the holders of Rights generally or in
order to cure any ambiguity or to correct or supplement any provision
contained herein which may be inconsistent with any other provisions
herein or otherwise defective. The Rights Agent will duly execute and
deliver any
<PAGE>
<PAGE> 44
supplement or amendment hereto requested by the Company which satisfies
the terms of the preceding sentence.
5.5 Fractional Shares. If the Company elects not to
issue certificates representing fractional shares upon exercise of
Rights, the Company shall, in lieu thereof, in the sole discretion of
the Board of Directors, either (a) evidence such fractional shares by
depositary receipts issued pursuant to an appropriate agreement between
the Company and a depositary selected by it, providing that each holder
of a depositary receipt shall have all of the rights, privileges and
preferences to which such holder would be entitled as a beneficial
owner of such fractional share, or (b) sell such shares on behalf of
the holders of Rights and pay to the registered holder of such Rights
the appropriate fraction of the price per share received upon such sale.
5.6 Rights of Action. Subject to the terms of this
Agreement (including Section 3.1(b)), rights of action in respect of
this Agreement, other than rights of action vested solely in the Rights
Agent, are vested in the respective holders of the Rights; and any
holder of any Rights, without the consent of the Rights Agent or of the
holder of any other Rights, may, on such holder's own behalf and for
such holder's own benefit and the benefit of other holders of Rights,
enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, such
holder's right to exercise
<PAGE>
<PAGE> 45
such holder's Rights in the manner provided in such holder's Rights
Certificate and in this Agreement. Without limiting the foregoing or
any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Agreement and will be entitled to
specific performance of the obligations under, and injunctive relief
against actual or threatened violations of, the obligations of any
Person subject to this Agreement.
5.7 Holder of Rights Not Deemed a Shareholder. No
holder, as such, of any Rights shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of shares or any
other securities which may at any time be issuable on the exercise of
such Rights, nor shall anything contained herein or in any Rights
Certificate be construed to confer upon the holder of any Rights, as
such, any of the rights of a shareholder of the Company or any right to
vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to
any corporate action, or to receive notice of meetings or other actions
affecting shareholders (except as provided in Section 5.8 hereof), or
to receive dividends or subscription rights, or otherwise, until such
Rights shall have been exercised or exchanged in accordance with the
provisions hereof.
<PAGE>
<PAGE> 46
5.8 Notice of Proposed Actions. In case the Company
shall propose after the Separation Time and prior to the Expiration
Time (i) to effect or permit occurrence of any Flip-over Transaction or
Event or (ii) to effect the liquidation, dissolution or winding up of
the Company, then, in each such case, the Company shall give to each
holder of a Right, in accordance with Section 5.9 hereof, a notice of
such proposed action, which shall specify the date on which such Flip-
over Transaction or Event, liquidation, dissolution, or winding up is
to take place, and such notice shall be so given at least 20 Business
Days prior to the date of the taking of such proposed action.
5.9 Notices. Notices or demands authorized or required
by this Agreement to be given or made by the Rights Agent or by the
holder of any Rights to or on the Company shall be sufficiently given
or made if delivered or sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Rights
Agent) as follows:
Intermet Corporation
1450 West Long Lake Road
Troy, Michigan 48098
Attention: Secretary
Any notice or demand authorized or required by this Agreement to be
given or made by the Company or by the holder of any Rights to or on
the Rights Agent shall be sufficiently given or made if delivered or
sent by first-class mail,
<PAGE>
<PAGE> 47
postage prepaid, addressed (until another address is filed in writing
with the Company) as follows:
Trust Company Bank
P.O. Box 4625
Atlanta, GA 30302
Attention: Corporate Trust Manager
Notices or demands authorized or required by this Agreement to be given
or made by the Company or the Rights Agent to or on the holder of any
Rights shall be sufficiently given or made if delivered or sent by
first-class mail, postage prepaid, addressed to such holder at the
address of such holder as it appears upon the registry books of the
Rights Agent or, prior to the Separation Time, on the registry books of
the transfer agent for the Common Stock. Any notice which is mailed in
the manner herein provided shall be deemed given, whether or not the
holder receives the notice.
5.10 Suspension of Exercisability. To the extent that
the Company determines in good faith that some action will or need be
taken pursuant to Section 3.1 or to comply with federal or state
securities laws, the Company may suspend the exercisability of the
Rights for ninety (90) days and any additional period that may be
reasonable in order to take such action or comply with such laws. In
the event of any such suspension, the Company shall issue as promptly
as practicable a public announcement stating that the exercisability or
exchangeability of the Rights has been
<PAGE>
<PAGE> 48
temporarily suspended. Notice thereof pursuant to Section 5.9 shall
not be required.
Failure to give a notice pursuant to the provisions of
this Agreement shall not affect the validity of any action taken
hereunder.
5.11 Costs of Enforcement. The Company agrees that if
the Company or any other Person the securities of which are purchasable
upon exercise of Rights fails to fulfill any of its obligations
pursuant to this Agreement, then the Company or such Person will
reimburse the holder of any Rights for the costs and expenses
(including legal fees) incurred by such holder in actions to enforce
such holder's rights pursuant to any Rights or this Agreement.
5.12 Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights Agent
shall bind and inure to the benefit of their respective successors and
assigns hereunder.
5.13 Benefits of this Agreement. Nothing in this
Agreement shall be construed to give to any Person other than the
Company, the Rights Agent and the holders of the Rights any legal or
equitable right, remedy or claim under this Agreement and this
Agreement shall be for the sole and exclusive benefit of the Company,
the Rights Agent and the holders of the Rights.
5.14 Determination and Actions by the Board of Direc-
tors, etc. The Board of Directors of the Company shall
<PAGE>
<PAGE> 49
have the exclusive power and authority to administer this Agreement and
to exercise all rights and powers specifically granted to the Board or
to the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the
right and power to (i) interpret the provisions of this Agreement and
(ii) make all determinations deemed necessary or advisable for the
administration of this Agreement. All such actions, calculations,
interpretations and determinations (including, for purposes of
clause (y) below, all omissions with respect to the foregoing) which
are done or made by the Board in good faith, shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of
the Rights and all other parties, and (y) not subject the Board of
Directors of the Company to any liability to the holders of the Rights.
5.15 Descriptive Headings. Descriptive headings appear
herein for convenience only and shall not control or affect the meaning
or construction of any of the provisions hereof.
5.16 Governing Law. THIS AGREEMENT AND EACH RIGHT
ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS
OF THE STATE OF GEORGIA AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO
CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.
<PAGE>
<PAGE> 50
5.17 Counterparts. This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
5.18 Severability. If any term or provision hereof or
the application thereof to any circumstance shall, in any jurisdiction
and to any extent, be invalid or unenforceable, such term or provision
shall be ineffective as to such jurisdiction to the extent of such
invalidity or unenforceability without invalidating or rendering
unenforceable the remaining terms and provisions hereof or the
application of such term or provision to circumstances other than those
as to which it is held invalid or unenforceable.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
INTERMET CORPORATION
By: /s/ John Doddridge
Name: John Doddridge
Title: Chairman and Chief
Executive Officer
TRUST COMPANY BANK
By: /s/ T.J. Donaldson
Name: T.J. Donaldson
Title: Group Vice President
<PAGE>
<PAGE> 1
EXHIBIT A
[Form of Rights Certificate]
Certificate No. W- _______ Rights
THE RIGHTS ARE SUBJECT TO TERMINATION OR MANDATORY EXCHANGE,
AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. RIGHTS BENEFICIALLY OWNED BY ACQUIRING
PERSONS OR AFFILIATES OR ASSOCIATES THEREOF (AS SUCH TERMS
ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF ANY
OF THE FOREGOING WILL BE VOID.
Rights Certificate
INTERMET CORPORATION
This certifies that ____________________, or registered
assigns, is the registered holder of the number of Rights set forth
above, each of which entitles the registered holder thereof, subject to
the terms, provisions and conditions of the Shareholder Protection
Rights Agreement, dated as of October 6, 1995 (as amended from time to
time, the "Rights Agreement"), between Intermet Corporation, a Georgia
corporation (the "Company"), and Trust Company Bank, as Rights Agent
(the "Rights Agent", which term shall include any successor Rights
Agent under the Rights Agreement), to purchase from the Company at any
time after the Separation Time (as such term is defined in the Rights
Agreement) and prior to the close of business on October , 2005, one
one-hundredth of a fully paid share of Participating Preferred Stock,
par value $1.00 per share (the "Preferred Stock"), of the Company
(subject to adjustment as provided in the Rights Agreement) at the
Exercise
<PAGE>
<PAGE> 2
Price referred to below, upon presentation and surrender of this Rights
Certificate with the Form of Election to Exercise duly executed at the
principal office of the Rights Agent in Atlanta, Georgia. The Exercise
Price shall initially be $40 per Right and shall be subject to adjust-
ment in certain events as provided in the Rights Agreement.
In certain circumstances described in the Rights
Agreement, the Rights evidenced hereby may entitle the registered
holder thereof to purchase securities of an entity other than the
Company or securities or assets of the Company other than Preferred
Stock, all as provided in the Rights Agreement.
This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by reference
and made a part hereof and to which Rights Agreement reference is
hereby made for a full description of the rights, limitations of
rights, obligations, duties and immunities hereunder of the Rights
Agent, the Company and the holders of the Rights Certificates. Copies
of the Rights Agreement are on file at the principal office of the
Company and are available without cost upon written request.
This Rights Certificate, with or without other Rights
Certificates, upon surrender at the office of the Rights Agent
designated for such purpose, may be exchanged
<PAGE>
<PAGE> 3
for another Rights Certificate or Rights Certificates of like tenor
evidencing an aggregate number of Rights equal to the aggregate number
of Rights evidenced by the Rights Certificate or Rights Certificates
surrendered. If this Rights Certificate shall be exercised in part,
the registered holder shall be entitled to receive, upon surrender
hereof, another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, each
Right evidenced by this Certificate may be (a) terminated by the
Company under certain circumstances, at its option, without any payment
to the holder hereof or (b) exchanged by the Company under certain
circumstances, at its option, for one share of Common Stock or one one-
hundredth of a share of Preferred Stock per Right (or, in certain
cases, other securities or assets of the Company), subject in each case
to adjustment in certain events as provided in the Rights Agreement.
No holder of this Rights Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any purpose the
holder of any securities which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement
or herein be construed to confer upon the holder hereof, as such, any
of the rights of a shareholder of the Company or any right to vote for
the election of directors or upon any matter submitted
<PAGE>
<PAGE> 4
to shareholders at any meeting thereof, or to give or withhold consent
to any corporate action, or to receive notice of meetings or other
actions affecting shareholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or
otherwise, until the Rights evidenced by this Rights Certificate shall
have been exercised or exchanged as provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory
for any purpose until it shall have been countersigned by the Rights
Agent.
WITNESS the facsimile signature of the proper officers of
the Company and its corporate seal.
Date: ____________
ATTEST: INTERMET CORPORATION
___________________________ By______________________
Secretary
Countersigned:
TRUST COMPANY BANK
By____________________________
Authorized Signature
<PAGE>
<PAGE> 1
06 89-5P [Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer this Rights Certificate.)
FOR VALUE RECEIVED ________________________ hereby
sells, assigns and transfers unto ___________________
(Please print name
_____________________________________________________
and address of transferee)
this Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
_______________ Attorney, to transfer the within Rights Certificate on
the books of the within-named Company, with full power of substitution.
Dated: _______________, 19__
Signature Guaranteed: _________________________
Signature
(Signature must correspond
to name as written upon the
face of this Rights
Certificate in every
particular, without
alteration or enlargement
or any change whatsoever)
Signatures must be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and
credit unions with membership in an approved signature guarantee
Medallion program), pursuant to SEC Rule 17Ad-15.
------------------------------------------------------------
(To be completed if true)
<PAGE>
<PAGE> 2
The undersigned hereby represents, for the benefit of all holders of
Rights and shares of Common Stock, that the Rights evidenced by this
Rights Certificate are not, and, to the knowledge of the undersigned,
have never been, Beneficially Owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).
_________________________
Signature
------------------------------------------------------------
NOTICE
In the event the certification set forth above is not
completed in connection with a purported assignment, the Company will
deem the Beneficial Owner of the Rights evidenced by the enclosed
Rights Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) or a transferee
of any of the foregoing and accordingly will deem the Rights evidenced
by such Rights Certificate to be void and not transferable or
exercisable.
<PAGE>
<PAGE> 1
[To be attached to each Rights Certificate]
FORM OF ELECTION TO EXERCISE
(To be executed if holder desires to
exercise the Rights Certificate.)
TO: INTERMET CORPORATION
The undersigned hereby irrevocably elects to exercise
_______________________ whole Rights represented by the attached Rights
Certificate to purchase the shares of Participating Preferred Stock
issuable upon the exercise of such Rights and requests that
certificates for such shares be issued in the name of:
___________________________________
Address:
___________________________________
Social Security or Other Taxpayer
Identification Number:
If such number of Rights shall not be all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such
Rights shall be registered in the name of and delivered to:
___________________________________
Address:
___________________________________
Social Security or Other Taxpayer
Identification Number:
Dated: _______________, 19__
Signature Guaranteed: _________________________
Signature
(Signature must correspond
to name as written upon the
face of the attached Rights
Certificate in every
particular, without
alteration or
<PAGE>
<PAGE> 2
enlargement or any change whatsoever)
Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States.
------------------------------------------------------------
(To be completed if true)
The undersigned hereby represents, for the benefit of all
holders of Rights and shares of Common Stock, that the Rights evidenced
by the attached Rights Certificate are not, and, to the knowledge of
the undersigned, have never been, Beneficially Owned by an Acquiring
Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement).
_________________________
Signature
------------------------------------------------------------
NOTICE
In the event the certification set forth above is not
completed in connection with a purported exercise, the Company will
deem the Beneficial Owner of the Rights evidenced by the attached
Rights Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) or a transferee
of any of the foregoing and accordingly will deem the Rights evidenced
by such Rights Certificate to be void and not transferable or
exercisable.
<PAGE>
<PAGE> 1
EXHIBIT B
ARTICLES OF AMENDMENT
1.
The name of the corporation is INTERMET CORPORATION.
2.
The Amended and Restated Articles of Incorporation shall
be amended by adding a new paragraph (__) to Article V establishing a
series of Preferred Stock to read as follows:
(a) The distinctive serial designation of this
series shall be "Participating Preferred Stock"
(hereinafter called "this Series"). Each share of this
Series shall be identical in all respects with the other
shares of this Series except as to the dates from and
after which dividends thereon shall be cumulative.
(b) The number of shares in this Series shall
initially be _______, which number may from time to time
be increased or decreased (but not below the number then
outstanding) by the Board of Directors. Shares of this
Series purchased by the Corporation shall be cancelled
and shall revert to authorized but unissued shares of
Preferred Stock undesignated as to series. Shares of
this Series may be issued in fractional shares, which
fractional shares shall entitle the holder, in proportion
to such holder's fractional share, to all rights of a
holder of a whole share of this Series.
(c) The holders of full or fractional shares of this
Series shall be entitled to receive, when and as declared
by the Board of Directors, but only out of funds legally
available therefor, dividends, (A) on each date that
dividends or other distributions (other than dividends or
distributions payable in Common Stock of the Corporation)
are payable on or in respect of Common Stock comprising
part of the Reference Package (as defined below), in an
amount per whole share of this Series equal to the
aggregate amount of dividends or other distributions
(other than dividends
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or distributions payable in Common Stock of the Corporation)
that would be payable on such date to a holder of the
Reference Package and (B) on the last day of March, June,
September and December in each year, in an amount per whole
share of this Series equal to the excess (if any) of $____*
over the aggregate dividends paid per whole share of this
Series during the three month period ending on such last
day. Each such dividend shall be paid to the holders of
record of shares of this Series on the date, not exceeding
sixty days preceding such dividend or distribution payment
date, fixed for the purpose by the Board of Directors in
advance of payment of each particular dividend or
distribution. Dividends on each full and each fractional
share of this Series shall be cumulative from the date such
full or fractional share is originally issued; provided that
any such full or fractional share originally issued after a
dividend record date and on or prior to the dividend payment
date to which such record date relates shall not be entitled
to receive the dividend payable on such dividend payment
date or any amount in respect of the period from such
original issuance to such dividend payment date.
The term "Reference Package" shall initially
mean 100 shares of Common Stock, par value $.10 per share
("Common Stock"), of the Corporation. In the event the
Corporation shall at any time after the close of business
on ____________, 19__** (A) declare or pay a dividend
on any Common Stock payable in Common Stock,
(B) subdivide any Common Stock or (C) combine any Common
Stock into a smaller number
* Insert an amount equal to 1/4 of 1% of the Exercise
Price divided by the number of shares of Preferred
Stock purchasable upon exercise of one Right (i.e., a
guaranteed 1% dividend). Where a Right is exercisable
for one one-hundredth of a share, this simplifies to
one-fourth the Exercise Price.
** For a certificate of designation relating to shares to
be issued pursuant to Section 2.3 of the Rights Agree-
ment, insert the Separation Time. For a certificate of
designation relating to shares to be issued pursuant to
Section 3.1(d) of the Rights Agreement, insert the
Flip-in Date.
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of shares, then and in each such case the Reference Package
after such event shall be the Common Stock that a holder of
the Reference Package immediately prior to such event would
hold thereafter as a result thereof.
Holders of shares of this Series shall not be
entitled to any dividends, whether payable in cash,
property or stock, in excess of full cumulative
dividends, as herein provided on this Series.
So long as any shares of this Series are
outstanding, no dividend (other than a dividend in Common
Stock or in any other stock ranking junior to this Series
as to dividends and upon liquidation) shall be declared
or paid or set aside for payment or other distribution
declared or made upon the Common Stock or upon any other
stock ranking junior to this Series as to dividends or
upon liquidation, nor shall any Common Stock nor any
other stock of the Corporation ranking junior to or on a
parity with this Series as to dividends or upon
liquidation be redeemed, purchased or otherwise acquired
for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any
shares of any such stock) by the Corporation (except by
conversion into or exchange for stock of the Corporation
ranking junior to this Series as to dividends and upon
liquidation), unless, in each case, the full cumulative
dividends (including the dividend to be due upon payment
of such dividend, distribution, redemption, purchase or
other acquisition) on all outstanding shares of this
Series shall have been, or shall contemporaneously be,
paid.
(d) In the event of any merger, consolidation,
reclassification or other transaction in which the shares
of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then
in any such case the shares of this Series shall at the
same time be similarly exchanged or changed in an amount
per whole share equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in
kind), as the case may be, that a holder of the Reference
Package would be entitled to receive as a result of such
transaction.
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(e) In the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, whether
voluntary or involuntary, the holders of full and
fractional shares of this Series shall be entitled,
before any distribution or payment is made on any date to
the holders of the Common Stock or any other stock of the
Corporation ranking junior to this Series upon
liquidation, to be paid in full an amount per whole share
of this Series equal to the greater of (A) $__________*
or (B) the aggregate amount distributed or to be
distributed prior to such date in connection with such
liquidation, dissolution or winding up to a holder of the
Reference Package (such greater amount being hereinafter
referred to as the "Liquidation Preference"), together
with accrued dividends to such distribution or payment
date, whether or not earned or declared. If such payment
shall have been made in full to all holders of shares of
this Series, the holders of shares of this Series as such
shall have no right or claim to any of the remaining
assets of the Corporation.
In the event the assets of the Corporation
available for distribution to the holders of shares of
this Series upon any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which
such holders are entitled pursuant to the first paragraph
of this Section (e), no such distribution shall be made
on account of any shares of any other class or series of
Preferred Stock ranking on a parity with the shares of
this Series upon such liquidation, dissolution or winding
up unless proportionate distributive amounts shall be
paid on account of the shares of this Series, ratably in
proportion to the full distributable amounts for which
holders of all such parity shares are respectively
entitled upon such liquidation, dissolution or winding
up.
* Insert an amount equal to 100 times the Exercise Price
in effect as of the Separation Time. Also note that
the "100" in the footnote should be changed if the
number of shares in the Reference Package (see p. 3) is
other than 100.
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Upon the liquidation, dissolution or winding
up of the Corporation, the holders of shares of this
Series then outstanding shall be entitled to be paid out
of assets of the Corporation available for distribution
to its shareholders all amounts to which such holders are
entitled pursuant to the first paragraph of this
Section (e) before any payment shall be made to the
holders of Common Stock or any other stock of the
Corporation ranking junior upon liquidation to this
Series.
For the purposes of this Section (e), the
consolidation or merger of, or binding share exchange by,
the Corporation with any other corporation shall not be
deemed to constitute a liquidation, dissolution or
winding up of the Corporation.
(f) The shares of this Series shall not be
redeemable.
(g) In addition to any other vote or consent of
shareholders required by law or by the Restated
Certificate of Incorporation, as amended, of the
Corporation, each whole share of this Series shall, on
any matter, vote as a class with any other capital stock
comprising part of the Reference Package and voting on
such matter and shall have the number of votes thereon
that a holder of the Reference Package would have.
IN WITNESS WHEREOF, the undersigned have signed and
attested this certificate on the ____ day of _________.
_________________________________
Attest:
_________________________
