SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A12G/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Intermet Corporation
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(Exact name of registrant as specified in its charter)
Georgia 58-1563873
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(State of incorporation or organization) (IRS Employer
Identification No.)
1450 West Long Lake Road
Troy, Michigan 48098
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(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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
<PAGE>
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"), pursuant to a Shareholder Protection Rights
Agreement, dated as of October 6, 1995 (the "Rights Agreement"), declared a
dividend of one preferred share purchase right (a "Right") for each share of
common stock, par value $0.10 per share, of the Company held of record at the
close of business on October 17, 1995, or issued thereafter and prior to the
Separation Time (as defined in the Rights Agreement). The terms of the Rights
were summarized in a Form 8-A registering the Rights filed with the Securities
and Exchange Commission on October 11, 1995. Defined terms used herein have the
meaning set forth in the Rights Agreement. On October 17, 1997, the Company
amended the Rights Agreement to provide that certain institutional investors who
own in excess of 10% but less than 15% are not Acquiring Persons.
The Rights Agreement (which includes as Exhibit A the forms of Rights
Certificate and Election to Exercise) is incorporated by reference as an
exhibit hereto and the October 17, 1997 amendment is filed herewith as an
exhibit. The Rights Agreement and the October 17, 1997 amendment are
incorporated into this description of the Rights by reference and the foregoing
description of the Rights is qualified in its entirety by reference to the
Rights Agreement and the October 17, 1997 amendment.
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<PAGE>
Item 2. Exhibits.
Exhibit No. Description
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1 Rights Agreement (incorporated by reference
to this Registration Statement, filed on
October 11, 1995).
2 Form of Rights Certificate and of Election
to Exercise, included in Exhibit A to the
Rights Agreement (incorporated by reference
to this Registration Statement, filed on
October 11, 1995).
3 Designation of Series A Preferred Stock,
included in Exhibit B to the Restated Rights
Agreement (incorporated by reference to this
Registration Statement, filed on October 11,
1995).
4 Amendment No. 1 to the Rights Agreement,
dated October 17, 1997.
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<PAGE>
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/ Doretha J. Christoph
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Name: Doretha J. Christoph
Title: Vice President - Finance
Date: October 20, 1997
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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(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.
(4) Amendment No. 1 to the Rights Agreement,
dated October 17, 1997.
* Incorporated by reference to the Registration Statement on
Form 8-A dated October 11, 1995.
AMENDMENT NO. 1
Amendment No. 1, dated October 17, 1997, to the Shareholder Protection
Rights Agreement, dated as of October 6, 1995 (the "Agreement"), between
Intermet Corporation, a Georgia corporation (the "Company") and Trust Company
Bank, as Rights Agent (the "Rights Agent"). Capitalized terms used herein and
not defined have the meaning set forth in the Agreement.
WITNESSETH:
WHEREAS, the Company and the Rights Agent have entered into the
Agreement;
WHEREAS, Section 5.4 of the Agreement provides that the Company and the
Rights Agent may supplement or amend the Agreement in any respect without the
approval of any holders of Rights prior to the Flip-in Date;
WHEREAS, the Flip-in Date has not occurred;
WHEREAS, the Company desires to amend the Rights Agreement as follows,
and the Rights Agent is required to duly execute and deliver any amendment
requested by the Company which satisfies the terms of Section 5.4 of the
Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereby
agree as follows:
1. The definition of Acquiring Person set forth in Section 1.1 of the
Agreement is amended to delete "or" before (iii) and to add to the end of the
first sentence of such definition the following:
"or (iv) who is the Beneficial Owner of 10% or more but less than 15%
of the outstanding shares of Common Stock and who is one of the types of
institutional investors enumerated under Rule 13d-1(b)(l)(ii) promulgated
pursuant to the Securities Exchange Act of 1934, as amended, as in effect on the
date hereof and who is, and remains, entitled to file a Schedule 13G under Rule
13d-1(b), as such rule may be amended from time to time."
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed as of the date first above written.
INTERMET CORPORATION
By: /s/ John Doddridge
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John Doddridge
Chairman and CEO
TRUST COMPANY BANK
By: /s/ A.C. Conn
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A.C. Conn
Group Vice President
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