INTERMET CORP, SC 13D/A, 1995-10-03

INTERMET CORP
SC 13D/A, 1995-10-03
IRON & STEEL FOUNDRIES

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<PAGE> 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 WITH RESPECT TO GEORGE W. MATHEWS, JR.)

INTERMET CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)

45881K-10-4
--------------------------------------------------------
(CUSIP Number)

G. William Speer, Esq.
Powell, Goldstein, Frazer & Murphy
Sixteenth Floor, 191 Peachtree Street
Atlanta, Georgia 30303
(404) 572-6722
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

October 1, 1995
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [x].
[With respect to Jane Kerr Mathews only]

Check the following box if a fee is being paid with the statement [x]. A
filing fee is being paid with respect to the filing persons other than George
W. Mathews, Jr., who paid a filing fee upon his initial filing of Schedule 13D.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.

Page 1 of 14 Pages
<PAGE> 2
SCHEDULE 13D

CUSIP No. 45881K-10-4 Page 2 of 14 Pages
----------- --- ----

<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

George W. Mathews, Jr.
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]

- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER

4,551,098
NUMBER OF --------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 31,000
EACH --------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,500,141
-------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

956,052
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,551,098
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

18.4%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- -----------------------------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

</TABLE>
<PAGE> 3
SCHEDULE 13D

CUSIP No. 45881K-10-4 Page 3 of 14 Pages
----------- --- ----

Jane Kerr Mathews
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]

- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A. and Ireland
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER

723,300 (as trustee)
NUMBER OF --------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 723,300 (as trustee)
-------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

723,300
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

CUSIP No. 45881K-10-4 Page 4 of 14 Pages
----------- --- ----

Kathleen M. Hohlstein
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]

- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER

254,125
NUMBER OF --------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,600
EACH --------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 254,125
-------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

2,600
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

256,725
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.0%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

CUSIP No. 45881K-10-4 Page 5 of 14 Pages
----------- --- ----

Christopher D. Hohlstein
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]

- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER

36,000
NUMBER OF --------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,600
EACH --------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 36,000
-------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

2,600
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

38,600
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

CUSIP No. 45881K-10-4 Page 6 of 14 Pages
----------- --- ----

Kathleen W. Mathews Accumulation Trust
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]

- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER

361,650
NUMBER OF --------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 361,650
-------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

361,650
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.5%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

OO
- -----------------------------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 7
SCHEDULE 13D

CUSIP No. 45881K-10-4 Page 7 of 14 Pages
----------- --- ----

George W. Mathews, III
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]

- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER

256,725
NUMBER OF --------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 256,725
-------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.0%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

CUSIP No. 45881K-10-4 Page 8 of 14 Pages
--- ----

George W. Mathews, III Accumulation Trust
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]

- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER

0
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.5%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

00
- -----------------------------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
</TABLE>
<PAGE> 9

This Statement on Schedule 13D (the "Statement") is filed on behalf of
the following filing persons (the "Filing Persons"): George W. Mathews, Jr.
("Mr. Mathews"), Jane Kerr Mathews ("Mrs. Mathews"), Kathleen M. Hohlstein
("Mrs. Hohlstein"), Christopher D. Hohlstein ("Mr. Hohlstein"), the Kathleen W.
Mathews Accumulation Trust created by agreement dated December 21, 1976 (the
"KWM Trust"), George W. Mathews, III ("Mr. Mathews, III"), the George W.
Mathews, III Accumulation Trust created by agreement dated December 21, 1976
(the "GWM, III Trust"). With respect to Mr. Mathews, this Statement
constitutes Amendment No. 4 to the Statement on Schedule 13D, as amended,
previously filed by Mr. Mathews.

ITEM 1. SECURITY AND ISSUER.

The title of the class of equity securities to which this statement
relates is Common Stock, $0.01 par value (the "Common Stock"). The name of the
issuer of such securities is Intermet Corporation (the "Company") and the
address of its principal executive offices is 2859 Paces Ferry Road, Suite
1600, Atlanta, Georgia 30339.

ITEM 2. IDENTITY AND BACKGROUND.

This statement is being filed by the aforementioned Filing Persons.
The business address of each of the Filing Persons is c/o Geo. Mathews &
Associates, Inc., 2859 Paces Ferry Road, Suite 1750, Atlanta, Georgia 30339.
The present principal occupation of each of the Filing Persons who are natural
persons and the name of any organizations in which such employment is conducted
are set forth on Appendix I hereto, which is hereby incorporated by reference
herein.

During the last five years, none of the Filing Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, none of the Filing Persons has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the reporting person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

Each of the Filing Persons, excluding the Trusts, are United States
citizens. In addition, Mrs. Mathews is also a citizen of Ireland. The Trusts
were created under Georgia law.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.

This Statement does not report an acquisition of the Common Stock, but
rather is filed pursuant to Rule 13d-1(b)(3) and Rule 13d-2 promulgated under
the Act to report the Filing Persons' proposals regarding the potential
acquisition of the Company. The source and amount of funds for previous
acquisitions of the Common Stock by Mr. Mathews are described in Mr. Mathews'
previous

Page 9 of 14 Pages
<PAGE> 10

Schedule 13D filings. On February 28, 1995, Mr. Mathews exercised stock
options previously granted by the Company to acquire 16,000 shares of Common
Stock for an aggregate purchase price of approximately $96,000 funded by Mr.
Mathews' personal funds. Substantially all of the Common Stock held by the
Filing Persons other than Mr. Mathews was acquired by gifts from Mr. Mathews.

ITEM 4. PURPOSE OF TRANSACTION.

On October 1, 1995, GWM, Inc., ("GWM, Inc.") and Kelso & Company,
L.P. ("Kelso") delivered a letter (the "Proposal Letter") to the Board of
Directors of the Company relating to a proposal by GWM, Inc. and Kelso to
acquire all of the outstanding Common Stock (other than certain shares held by
the Filing Persons) in a cash merger. Mr. Mathews is the sole shareholder of
GWM, Inc. A copy of the Proposal Letter is filed herewith as Exhibit 99.1 and
is hereby incorporated by reference herein. Mr. Mathews and Kelso have advised
John Doddridge, Chairman and Chief Executive Officer of the Company, of their
desire that Mr. Doddridge continue to serve as Chairman and Chief Executive
Officer in the event an acquisition is consummated.

In the event that the proposed merger or other acquisition of all of
the outstanding Common Stock were consummated, the Filing Persons do not
propose material changes in management of the Company, except that it is
anticipated that the composition of the board of directors would be altered to
consist of designees of the Filing Persons, designees of Kelso, and independent
directors. In addition, in the event a merger or other acquisition were
consummated, it is anticipated that the Common Stock would be delisted from the
New York Stock Exchange and that the long-term debt of the Company would be
increased to finance the acquisition.

Except as indicated herein or as may be provided in a definitive
merger or acquisition agreement, the Filing Persons have no present plans or
proposals (although they reserve the right to develop such plans or proposals
in the future) which relate to or would result in:

a. The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;

b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;

c. A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;

d. Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;

e. Any material change in the present capitalization or dividend
policy of the Company;

Page 10 of 14 Pages
<PAGE> 11

f. Any other material change in the Company's business or corporate
structure;

g. Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;

h. Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association; or

i. Any action similar to any of those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

The Filing Persons may constitute a "group" within the meaning of
Section 13(d) of the Act and Rule 13d-5 thereunder, and such group may
therefore be deemed to beneficially own an aggregate of 5,823,848 shares of
Common Stock, representing approximately 23.6% of the outstanding shares of
Common Stock. Percentages set forth herein are based upon 24,701,874 shares of
Common Stock outstanding, as reported in the Company's most recent Quarterly
Report on Form 10-Q.

Mr. Mathews is the beneficial owner of 4,551,098 shares of Common
Stock, representing approximately 18.4% of the outstanding shares of Common
Stock. Mr. Mathews has the sole power to vote the shares owned by him, except
for 31,000 shares held by Trust Company Bank as trustee for Mr. Mathews under
the will of Mildred Watts Shorter (the "MWS Shares"), as to which he has shared
voting power. Mr. Mathews has sole power to dispose of all of the Common Stock
owned by him, except for the 31,000 MWS Shares, 94,905 shares held by the
Intermet Employee Stock Ownership Plan and 925,052 shares which are pledged to
Trust Company Bank of Columbus, N.A. as security for a personal line of credit,
as to which he has shared dispositive power. No transactions were effected by
Mr. Mathews in the previous sixty day period. No other person is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Stock owned by Mr. Mathews.

Mrs. Mathews is the trustee of the KWM Trust and the GWM, III Trust
(collectively, the "Trusts"). Mrs. Mathews disclaims beneficial ownership of
the 723,300 shares of Common Stock held by the Trusts. Mrs. Mathews, in her
capacity as trustee, has the sole power to vote and to dispose of all of the
Common Stock owned by the Trusts. No transactions were effected by Mrs.
Mathews in the previous sixty day period. No other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock held by the Trusts.

Mrs. Hohlstein is the beneficial owner of 256,725 shares of Common
Stock, representing approximately 1.0% of the outstanding shares of Common
Stock. Except for 2,600 shares of Common Stock held jointly with Mr.
Hohlstein, Mrs. Hohlstein has the sole power to vote and to dispose of all of
the Common Stock owned by her. No transactions were effected by Mrs. Hohlstein
in the previous

Page 11 of 14 Pages
<PAGE> 12

sixty day period. No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock owned by Mrs. Hohlstein.

Mr. Hohlstein is the beneficial owner of 38,600 shares of Common
Stock, representing approximately 0.2% of the outstanding shares of Common
Stock. Except for 2,600 shares of Common Stock held jointly with Mrs.
Hohlstein, Mr. Hohlstein has the sole power to vote and to dispose of all of
the Common Stock owned by him. No transactions were effected by Mr. Hohlstein
in the previous sixty day period. No other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock owned by Mr. Hohlstein.

Mr. Mathews, III is the beneficial owner of 256,725 shares of Common
Stock, representing approximately 1.0% of the outstanding shares of Common
Stock. Mr. Mathews, III has the sole power to vote and to dispose of all of
the Common Stock owned by him. No transactions were effected by Mr. Mathews,
III in the previous sixty day period. No other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock owned by Mr. Mathews, III.

The KWM Trust is the beneficial owner of 361,650 shares of Common
Stock, representing approximately 1.5% of the outstanding shares of Common
Stock. Mrs. Mathews, in her capacity as trustee of the KWM Trust, has the sole
power to vote and to dispose of all of the Common Stock owned by the KWM Trust.
No transactions were effected by the KWM Trust in the previous sixty day
period. No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock owned by the KWM Trust.

The GWM, III Trust is the beneficial owner of 361,650 shares of Common
Stock, representing approximately 1.5% of the outstanding shares of Common
Stock. Mrs. Mathews, in her capacity as trustee of the GWM, III Trust, has the
sole power to vote and to dispose of all of the Common Stock owned by the GWM,
III Trust. No transactions were effected by the GWM, III Trust in the previous
sixty day period. No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock owned by the GWM, III Trust.

Except as indicated to the contrary herein, each of the Filing Persons
disclaims beneficial ownership of Common Stock beneficially owned by the other
Filing Persons.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

Mr. Mathews is the spouse of Mrs. Mathews and the father of Mrs.
Hohlstein and Mr. Mathews, III, Mr. Hohlstein is the spouse of Mrs. Hohlstein.
Mrs. Mathews is the Trustee of the KWM Trust and the GWM, III Trust, which are
for the benefit of Mrs. Hohlstein and Mr. Mathews, III, respectively. As a
result of their family relationship, the Filing Persons may be deemed to
constitute a "group." Each

Page 12 of 14 Pages
<PAGE> 13

of the Filing Persons intends to support the proposal to acquire the Company
summarily outlined in the Proposal Letter.

In connection with a personal line of credit, Mr. Mathews has pledged
925,052 shares of Common Stock to Trust Company Bank of Columbus, N.A. pursuant
to a note with standard default provisions.

Except as indicated herein, the Filing Persons have not entered into
any contracts, arrangements, understandings, or relationships (legal or
otherwise) with respect to any securities of the Company.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 99.1. Letter dated October 1, 1995 to the Board of
Directors of Intermet Corporation.

Exhibit 99.2. Joint Filing Agreement and Power of Attorney.

SIGNATURE.

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

October 3, 1995 /s/ George W. Mathews, Jr.
- ------------------------- ------------------------------------------
Date Signature

Name: George W. Mathews , as
------------------------------
Attorney-in-Fact pursuant to power
of attorney filed herewith

Page 13 of 14 Pages
<PAGE> 14

APPENDIX I

The present principal occupation or employment of the Filing Persons
who are natural persons and the name of any organization in which such
employment is conducted are set forth below:

<TABLE>
<CAPTION>
Present and Principal
Filing Person Occupation or Employment
------------- ------------------------
<S> <C>
George W. Mathews, Jr. President, Geo. Mathews &
Associates, Inc.; previously
served as Chairman of the Board
of Directors and Chief Executive
Officer of Intermet Corporation

Jane Kerr Mathews Writer

Kathleen M. Hohlstein Personal Investments

Christopher D. Hohlstein Controller, CPM Division of
Intermet Corporation

George W. Mathews, III Personal Investments

</TABLE>

Page 14 of 14 Pages

<PAGE> 1
EXHIBIT 99.1

GWM, INC. KELSO & COMPANY, L.P.
2859 Paces Ferry Road 350 Park Avenue
Suite 1750 21st Floor
Atlanta, GA 30339 New York, NY 10022
(404) 437-5480 (212) 751-3939

October 1, 1995

CONFIDENTIAL
- ------------

Board of Directors Board of Directors
Intermet Corporation Intermet Corporation
2859 Paces Ferry Road 1450 West Longlake
Suite 1600 Suite 150
Atlanta, GA 30339 Troy, MI 48098

Gentlemen:

As you know, George W. Mathews, Jr., has had a long and distinguished history
with Intermet Corporation (the "Company"), having founded the Company in 1971
and having served as Chairman and Chief Executive officer for 23 years prior to
his retirement from such positions in November 1994. In addition to being the
Company's largest stockholder, Mr. Mathews is well known to the Company's major
customers, major suppliers, management and lenders as well as many of the
Company's employees and stockholders.

Mr. Mathews and his family would like to restore the Company to its prior
privately-owned status, thus operating with a longer-term perspective than a
publicly-owned company and without the pressures on quarter-to-quarter earnings
improvement and on producing share price performance in spite of a thin trading
market for the Company's common stock. Mr. Mathews has asked Kelso & Company,
L.P., a well-known and highly respected private investment firm, to assist him
and his family in acquiring the shares not owned by the family in a transaction
intended to provide an attractive price to the other stockholders for their
shares. The transaction described below would accomplish this objective and,
we believe, be in the best interests of all stockholders.

In furtherance of this objective, Mr. Mathews' company, GWM, Inc., and Kelso
are pleased to express their interest in acquiring all of the Company's
outstanding shares of common stock (other than certain shares held by members
of the Mathews family) in a cash merger for a price of $13.50 per share in cash
(assuming not more than 25,893,719 shares outstanding on a fully-diluted
basis). Our proposed offer represents an approximate 20% premium over the
Company's closing stock price of $11.25 on September 29, 1995. In addition,
the proposed offer reflects premiums of 16% and 26% over the Company's average
closing stock price during the past 20 and 60 trading days, respectively.
Finally, our proposed offer represents a premium of 6% over the highest closing
price for the Company's common stock over the past five years and an 170%
premium over the lowest closing price for the Company's common stock during the
past year.
<PAGE> 2

Board of Directors of Intermet Corporation
Page 2

As you know, Mr. Mathews and his family currently hold 5,823,848 or
approximately 23% of the outstanding common stock of the Company. Kelso,
through its investment fund, Kelso Investment Associates V, L.P., has over $700
million of committed equity capital and has the ability to invest in excess of
$140 million in a single transaction. Since 1980, Kelso has completed 52
transactions with an aggregate capitalization in excess of $10 billion,
including investments in such well known companies as American Standard, Club
Car and Masland.

Obviously, we have an abiding respect for and a high degree of confidence in
the Company's management team. We intend to retain senior management, maintain
their current compensation arrangements and offer them an opportunity to
participate in the transaction as equity investors. We have recently spoken
with John Doddridge and are hopeful that he will remain with the Company in his
position as Chairman and Chief Executive Officer following consummation of the
proposed transaction.

Our proposal has been structured with a common equity base in excess of $100
million, to be provided by the Mathews family and Kelso, that will support the
Company's long-term growth strategy. In addition, Bear, Stearns & Co. Inc.
and NationsBank, N.A. and NationsBanc Capital Markets, Inc. will provide or
raise the debt financing required to support our proposal. We and our
financial advisors are confident that such financing can be arranged on a
timely basis.

We look forward to working with you to negotiate and execute a mutually
satisfactory merger agreement. We are prepared to execute a customary
confidentiality and standstill agreement to facilitate our ability to conduct
certain confirmatory due diligence during a limited time period which we
believe will not exceed two weeks. We anticipate being in a position to
execute a definitive merger agreement upon completion of such diligence.

Our financial and legal advisors are prepared to meet with the Company and its
advisors at your earliest convenience to review the specific financial aspects,
capital structure and other terms of our proposal. The details of our proposal
will be contained in our proposed merger agreement, which will contain
provisions customary for transactions of this nature. We have retained Powell,
Goldstein, Frazer & Murphy and Debevoise & Plimpton as our legal counsel and
Deloitte & Touche as our accountants in connection with the proposed
acquisition.

While we would have preferred to negotiate all of the terms of this transaction
with you before any public disclosure is made, Mr. Mathews' counsel has advised
us that Mr. Mathews and the appropriate members of the Mathews family should
promptly file appropriate amendments to their current Schedules 13D and 13G to
report the proposal made in this letter. A copy of this letter will be
attached as an exhibit to the amendments.
<PAGE> 3

Board of Directors of Intermet Corporation
Page 3

We hope you will find our proposal attractive from the perspectives of both the
Company and its public stockholders. We would like to meet with you and your
financial and legal advisors as soon as practicable, and we are prepared to
move forward as quickly as possible. Please call George Mathews at (404)
437-5480 or Frank Nickell or Tom Wall at (212) 751-3939 to arrange a mutually
convenient time to discuss this proposal.

Thank you for your time and consideration.

Very truly yours,

GWM, INC. KELSO & COMPANY, L.P.

By: Kelso & Company, Inc.
Its General Partner

By: /s/ George W. Mathews, Jr.
-------------------------------
George W. Mathews, Jr.
President By: /s/ Frank T. Nickell
--------------------------
Frank T. Nickell
President

<PAGE> 1
EXHIBIT 99.2

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

WHEREAS, the statement or amended statement on Schedule 13D to which
this agreement is an exhibit (the "Joint Statement") is being filed on behalf
of two or more persons (collectively, the "Filing Persons"); and

WHEREAS, the Filing Persons prefer to file the Joint Statement on
behalf of all of Filing Persons rather than individual statements on Schedule
13D on behalf of each of the Filing Persons;

NOW, THEREFORE, the undersigned hereby agrees as follows with each of
the other Filing Persons:

1. Each of the Filing Persons is individually eligible to use the
Joint Statement.

2. Each of the Filing Persons is responsible for the timely
filing of the Joint Statement and any amendments thereto.

3. Each of the Filing Persons is responsible for the completeness
and accuracy of the information concerning such person
contained in the Joint Statement.

4. None of the Filing Persons is responsible for the completeness
or accuracy of the information concerning the other Filing
Persons contained in the Joint Statement, unless such person
knows or has reason to believe that such information is
inaccurate.

5. The undersigned agrees that the Joint Statement is, and any
amendment thereto will be, filed on behalf of each of the
Filing Persons.

6. The undersigned hereby constitutes and appoints GEORGE W.
MATHEWS, JR., CHRISTOPHER D. HOHLSTEIN and G. WILLIAM SPEER,
and each of them, as the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in the name, the place and stead,
in any and all capacities, to sign the Schedule 13D to which
this Agreement is an Exhibit and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents
and purposes as the undersigned might or could do in person,
hereby
<PAGE> 2

ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

By: /s/ George W. Mathews, Jr.
----------------------------------
Name: George W. Mathew, Jr.
--------------------------------
Title:
-------------------------------

Dated: October 1, 1995
-----------------

<PAGE> 3

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

WHEREAS, the Filing Persons prefer to file the Joint Statement on
behalf of all of Filing Persons rather than individual statements on Schedule
13D on behalf of each of the Filing Persons;

NOW, THEREFORE, the undersigned hereby agrees as follows with each of
the other Filing Persons:

1. Each of the Filing Persons is individually eligible to use the
Joint Statement.

2. Each of the Filing Persons is responsible for the timely
filing of the Joint Statement and any amendments thereto.

3. Each of the Filing Persons is responsible for the completeness
and accuracy of the information concerning such person
contained in the Joint Statement.

5. The undersigned agrees that the Joint Statement is, and any
amendment thereto will be, filed on behalf of each of the
Filing Persons.

ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

By: /s/ Jane Kerr Mathews
----------------------------------
Name: Jane Kerr Mathews
--------------------------------
Title:
-------------------------------

Dated: October 1, 1995
-----------------

<PAGE> 5

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

WHEREAS, the Filing Persons prefer to file the Joint Statement on
behalf of all of Filing Persons rather than individual statements on Schedule
13D on behalf of each of the Filing Persons;

NOW, THEREFORE, the undersigned hereby agrees as follows with each of
the other Filing Persons:

1. Each of the Filing Persons is individually eligible to use the
Joint Statement.

2. Each of the Filing Persons is responsible for the timely
filing of the Joint Statement and any amendments thereto.

3. Each of the Filing Persons is responsible for the completeness
and accuracy of the information concerning such person
contained in the Joint Statement.

5. The undersigned agrees that the Joint Statement is, and any
amendment thereto will be, filed on behalf of each of the
Filing Persons.

ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

By: /s/ Kathleen M. Hohlstein
----------------------------------
Name: Kathleen M. Hohlstein
--------------------------------
Title:
-------------------------------

Dated: October 1, 1995
-----------------

<PAGE> 7

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

WHEREAS, the Filing Persons prefer to file the Joint Statement on
behalf of all of Filing Persons rather than individual statements on Schedule
13D on behalf of each of the Filing Persons;

NOW, THEREFORE, the undersigned hereby agrees as follows with each of
the other Filing Persons:

1. Each of the Filing Persons is individually eligible to use the
Joint Statement.

2. Each of the Filing Persons is responsible for the timely
filing of the Joint Statement and any amendments thereto.

3. Each of the Filing Persons is responsible for the completeness
and accuracy of the information concerning such person
contained in the Joint Statement.

5. The undersigned agrees that the Joint Statement is, and any
amendment thereto will be, filed on behalf of each of the
Filing Persons.

ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

By: /s/ Christopher D. Hohlstein
----------------------------------
Name: Christopher D. Hohlstein
--------------------------------
Title:
-------------------------------

Dated: October 1, 1995
-----------------

<PAGE> 9

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

WHEREAS, the Filing Persons prefer to file the Joint Statement on
behalf of all of Filing Persons rather than individual statements on Schedule
13D on behalf of each of the Filing Persons;

NOW, THEREFORE, the undersigned hereby agrees as follows with each of
the other Filing Persons:

1. Each of the Filing Persons is individually eligible to use the
Joint Statement.

2. Each of the Filing Persons is responsible for the timely
filing of the Joint Statement and any amendments thereto.

3. Each of the Filing Persons is responsible for the completeness
and accuracy of the information concerning such person
contained in the Joint Statement.

5. The undersigned agrees that the Joint Statement is, and any
amendment thereto will be, filed on behalf of each of the
Filing Persons.

ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

By: /s/ Jane Kerr Mathews
----------------------------------
Name: Jane Kerr Mathews
--------------------------------
Title: Trustee, the Kathleen W. Mathews
-------------------------------
Accumulation Trust
-------------------------------

Dated: October 1, 1995
-----------------

<PAGE> 11

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

WHEREAS, the Filing Persons prefer to file the Joint Statement on
behalf of all of Filing Persons rather than individual statements on Schedule
13D on behalf of each of the Filing Persons;

NOW, THEREFORE, the undersigned hereby agrees as follows with each of
the other Filing Persons:

1. Each of the Filing Persons is individually eligible to use the
Joint Statement.

2. Each of the Filing Persons is responsible for the timely
filing of the Joint Statement and any amendments thereto.

3. Each of the Filing Persons is responsible for the completeness
and accuracy of the information concerning such person
contained in the Joint Statement.

5. The undersigned agrees that the Joint Statement is, and any
amendment thereto will be, filed on behalf of each of the
Filing Persons.

ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

By: /s/ George W. Mathews, III
----------------------------------
Name: George W. Mathews, III
--------------------------------
Title:
-------------------------------

Dated: October 1, 1995
-----------------

<PAGE> 13

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

WHEREAS, the Filing Persons prefer to file the Joint Statement on
behalf of all of Filing Persons rather than individual statements on Schedule
13D on behalf of each of the Filing Persons;

NOW, THEREFORE, the undersigned hereby agrees as follows with each of
the other Filing Persons:

1. Each of the Filing Persons is individually eligible to use the
Joint Statement.

2. Each of the Filing Persons is responsible for the timely
filing of the Joint Statement and any amendments thereto.

3. Each of the Filing Persons is responsible for the completeness
and accuracy of the information concerning such person
contained in the Joint Statement.

5. The undersigned agrees that the Joint Statement is, and any
amendment thereto will be, filed on behalf of each of the
Filing Persons.

ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

By: /s/ Jane Kerr Mathews
-------------------------------------
Name: Jane Kerr Mathews
-----------------------------------
Title: Trustee, the George W. Mathews III
----------------------------------
Accumulation Trust
----------------------------------

Dated: September 30, 1995
------------------