<PAGE>
File No. 333-2035
As filed with the Securities and Exchange Commission on April 16, 1996.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERMET CORPORATION
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(Exact name of issuer as specified in its charter)
Georgia 58-1563873
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5445 Corporate Drive, Suite 200, Troy, Michigan 48098
(810) 952-2500
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(Address, including zip code, and telephone number, including
area code, of issuer's principal executive offices)
Doretha J. Christoph
Vice President-Finance
INTERMET CORPORATION
5445 Corporate Drive, Suite 200, Troy, Michigan 48098
(810) 952-2500
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Rupert M. Barkoff, Esquire
KILPATRICK & CODY
1100 Peachtree Street, Atlanta, Georgia 30309-4530
Telephone: (404) 815-6500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as possible after this Registration Statement becomes
effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. ____
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. X
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THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE COMPANY SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
300,000 Shares
INTERMET CORPORATION
Common Stock
The 300,000 shares of Common Stock, par value $.10 per share
(the "Common Stock"), of Intermet Corporation, a Georgia
corporation (the "Company"), covered by this Prospectus (the
"Shares") were acquired by Robinson Foundry, Inc., the selling
shareholder (the "Selling Shareholder"), in connection with its
sale of certain assets to the Company. The Company will not
receive any of the proceeds from the sale of the Shares offered
hereby. For further information respecting the Selling
Shareholder and the plan of distribution of the Shares, see
"Selling Shareholder" and "Plan of Offering" herein.
The Common Stock is traded on The Nasdaq Stock Market under
the symbol "INMT." On April 12, 1996, the last reported sale
price of the Common Stock as quoted on The Nasdaq Stock Market
was $12 3/4.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________
The Selling Shareholder has advised the Company that it may
elect to offer for sale and to sell the Shares from time to time
through brokers on The Nasdaq Stock Market, in private
transactions, or otherwise, at market prices then prevailing or
obtainable. Accordingly, sales prices and proceeds to the
Selling Shareholder will depend upon price fluctuations and the
manner of sale. If the Shares are sold through brokers, the
Selling Shareholder will pay brokerage commissions and other
charges. Except for the payment of such brokerage commissions
and charges, the Company will bear all expenses in connection
with registering the Shares offered hereby. Such expenses are
estimated to total approximately $12,325. See "Plan of
Offering."
The date of this Prospectus is ___________, 1996.<PAGE>
TABLE OF CONTENTS
Available Information . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Information by Reference . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 3
Selling Shareholder . . . . . . . . . . . . . . . . . . . . 3
Plan of Offering . . . . . . . . . . . . . . . . . . . . . 4
Securities to be Offered . . . . . . . . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . 4
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indemnification . . . . . . . . . . . . . . . . . . . . . . 5
_____________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS
PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
OF SUCH INFORMATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information
filed by the Company with the Commission pursuant to the
information requirements of the Exchange Act may be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the following Regional Offices of the Commission: New York
Regional Office, 75 Park Place, 14th Floor, New York, New York
10007; and Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60606. Copies of such material can
also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Common Stock of the Company is quoted for
trading on The Nasdaq Stock Market.
The Company has filed with the Commission a Registration
Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This Prospectus does
not contain all of the information set forth in the Registration
Statement and the exhibits thereto, certain parts of which are
omitted in accordance with the rules and regulations of the
Commission. For further information, reference is made to the
Registration Statement and the exhibits filed as a part thereof.
Statements contained in this Prospectus regarding the contents of
any contract, agreement or other document referred to are not
necessarily complete, and in each instance reference is made to
the copy of such contract, agreement or document filed as an
exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. The Registration
Statement, including the exhibits thereto, may be inspected
without charge at the principal office of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, and copies of all or
any part thereof may be obtained from such office upon payment of
the prescribed fees.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed by the Company with
the Commission are hereby incorporated by reference:
- -- The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
- -- The description of the Company's Common Stock contained in
the Company's Registration of Securities on Form 8-A,
effective August 6, 1985, filed pursuant to the Exchange
Act, Commission file number 0-13787.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of
the Shares covered by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY
The Company is a leading independent manufacturer of
precision ductile and gray iron and aluminum castings, with
production facilities in North America and Germany. The
Company's castings are used primarily in passenger cars and light
trucks, as well as in heavy trucks. The castings also have
railroad, municipal, marine and construction applications. The
Company specializes in safety-related parts critical to vehicle
control that meet its customers' exacting metallurgical,
dimensional and quality control standards. Products manufactured
for the automotive, light truck and heavy truck industries
include brake parts, steering components, differential cases,
camshafts and crankshafts. The Company provides castings used by
over 20 automobile manufacturers through the world, including
Ford, Chrysler, General Motors, Volkswagen, BMW and Mercedes-
Benz.
The Company was incorporated under the laws of the State of
Georgia in April 1984. The principal executive offices of the
Company are located at 5445 Corporate Drive, Suite 200, Troy,
Michigan 48098, and its telephone number at that location is
(810) 952-2500.
USE OF PROCEEDS
The Shares offered hereby will be sold by the Selling
Shareholder. See "Selling Shareholder." The Company will not
receive any of the proceeds from the sale of the Shares by the
Selling Shareholder.
SELLING SHAREHOLDER
The Selling Shareholder acquired the Shares on November 15,
1995 in connection with the acquisition (the "Robinson
Acquisition") by a subsidiary of the Company of aluminum foundry
and related assets owned by the Selling Shareholder and its
affiliates (the "Sellers"). The aggregate consideration to the
Sellers was $6,207,345 (which was subject to certain adjustments)
plus reimbursement for certain expenses, and was paid in cash and
the Shares. In connection with the closing, the Company and the
Selling Shareholder, among others, entered into a Registration
Rights and Lock-Up Agreement pursuant to which the Selling
Shareholder was granted certain registration rights with respect
to the Shares.
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<PAGE>
As part of the Robinson Acquisition, Mr. Joseph H. Robinson,
Jr., an officer, director and principal shareholder of the
Selling Shareholder, entered into a Management Agreement with the
Company and a subsidiary of the Company pursuant to which he
agreed to provide certain managerial and consulting services to
the Company and its affiliates for a period of three years from
the closing date. Under the Management Agreement, the Company
and its affiliates will pay Robinson, in the aggregate, $500,000
for each year of the Management Agreement, such payments being
due on January 2 of 1996, 1997 and 1998.
The Shares, which represent approximately 1.2% of the issued
and outstanding shares of the Company's Common Stock, include all
of the securities of the Company beneficially owned by the
Selling Shareholder immediately prior to this offering. After
the offering has been completed, the Selling Shareholder will own
no shares of the Company's Common Stock.
PLAN OF OFFERING
The Selling Shareholder and its pledgees and donees may sell
the Shares described above from time to time as market conditions
permit in The Nasdaq Stock Market, or otherwise, at prices and on
terms then prevailing or in negotiated transactions. The Shares
may be sold by one or more of the following methods:
(a) a block trade in which a broker or dealer so engaged
will attempt to sell the Shares as agent, but may position and
resell a portion of the block as principal to facilitate the
transaction;
(b) purchases by a broker or a dealer (including a market
maker) as principal and resale by such broker or dealer for its
account pursuant to this Prospectus;
(c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and
(d) face to face transactions between sellers and
purchasers without a broker-dealer.
In effecting sales, brokers or dealers engaged by the
Selling Shareholder may arrange for other brokers or dealers to
participate. Such brokers or dealers may receive commissions or
discounts from the Selling Shareholder in amounts to be
negotiated. Such brokers and dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales.
SECURITIES TO BE OFFERED
The Shares offered hereby are shares of Common Stock, $.10
per value per share, of the Company. The Company's Common Stock
is quoted on The Nasdaq Stock Market under the symbol "INMT."
LEGAL MATTERS
Certain legal matters with respect to the validity of the
Shares offered hereby will be passed upon by Kilpatrick & Cody,
Atlanta, Georgia. As of April 12, 1996, attorneys of Kilpatrick
& Cody who worked on this matter beneficially owned 8,211 shares
of the Company's Common Stock.
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<PAGE>
EXPERTS
The consolidated financial statements and financial statement
schedule of Intermet Corporation incorporated by reference and included
in Intermet Corporation's Annual Report (Form 10-K) for the year ended
December 31, 1995, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements and financial statement schedule are incorporated
herein by reference in reliance upon such reports given upon the authority
of such firm as experts ion accounting and auditing.
INDEMNIFICATION
As provided under Georgia law, the Company's Amended and
Restated Articles of Incorporation provide that a director shall
not be personally liable to the corporation or its shareholders
for monetary damages for breach of duty of care or any other duty
owed to the corporation as a director, except that such provision
shall not eliminate or limit the liability of a director: (a)
for any appropriation, in violation of his duties, of any
business opportunity of the corporation, (b) for acts or
omissions which involve intentional misconduct or a knowing
violation of law, (c) for unlawful corporate distributions or (d)
for any transaction from which the director received an improper
benefit.
Articles VII of the Bylaws of the Company authorize
indemnification of the Company's officers and directors for any
liability and expense incurred by them in connection with or
resulting from any threatened, pending or completed legal action
or other proceeding or investigation by reason of his being or
having been an officer or director. An officer or director may
only be indemnified if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to a criminal matter,
he did not have reasonable cause to believe that his conduct was
unlawful. No officer or director who has been adjudged liable
for negligence or misconduct in the performance of his corporate
duties is entitled to indemnification, unless and except to the
extent that the court reaching such a determination of liability,
in view of all the relevant circumstances, shall also determine
that despite such liability such person is fairly and reasonably
entitled to indemnification.
Any officer or director who has been wholly successful on
the merits or otherwise in an action or proceeding in his
official capacity is entitled to indemnification by the Company
as of right. All other determinations in respect of
indemnification shall be made by either: (a) a majority vote of
a quorum of disinterested directors; (b) independent legal
counsel selected in accordance with the Bylaws and at the request
of the Board; or (c) the holders of a majority of the Company's
stock who at such time are entitled to vote for the election of
directors.
In the event any payments are made to an officer or director
by way of indemnity, other than by court order, action of the
shareholders or by an insurance carrier, the Company must notify
the shareholders of the Company of such payment and all relevant
details in a timely manner and in no event later than 15 months
after the date of such payment.
The provisions of the Company's Bylaws on indemnification
are consistent in all material respects with the laws of the
State of Georgia, which authorize indemnification of corporate
officers and directors.
The Company's directors and officers are insured against
losses arising from any claim against them as such for wrongful
acts or omissions, subject to certain limitations.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Company certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Troy, State of Michigan, on
April 16, 1996.
INTERMET CORPORATION
By: /s/ John Doddridge
John Doddridge
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
/s/ John Doddridge Chairman of the Board of Directors, April 16, 1996
John Doddridge Chief Executive Officer and President
(Principal Executive Officer)
* Director April 16, 1996
- -------------------------
Vernon R. Alden
* Director April 16, 1996
- -------------------------
J. Frank Broyles
* Director April 16, 1996
- -------------------------
John P. Crecine
* Director April 16, 1996
- -------------------------
Anton Dorfmueller, Jr.
* Director April 16, 1996
- -------------------------
John B. Ellis
* Director April 16, 1996
- -------------------------
Wilfred E. Gross, Jr.
* Director April 16, 1996
- -------------------------
A. Wayne Hardy
* Director April 16, 1996
- -------------------------
George W. Mathews, Jr.
<PAGE>
* Director April 16, 1996
- -----------------------
Harold C. McKenzie, Jr.
* Director April 16, 1996
- -----------------------
J. Mason Reynolds
* Director April 16, 1996
- ------------------------
Curtis W. Tarr
* Vice President-Finance April 16, 1996
- -------------------------
Doretha J. Christoph (Principal Financial and Accounting
Officer)
/s/ John Doddridge
By: John Doddridge as
attorney in fact
</TABLE>
<PAGE>
Exhibit Index
Exhibit
Number Description of Exhibit
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5 Opinion of Kilpatrick & Cody.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Kilpatrick & Cody (included in Exhibit 5).
25 Power of Attorney (set forth on signature page). *
_____________________
* Previously filed
