<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
INTERMET CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
INTERMET LOGO
INTERMET CORPORATION
SUITE 200
5445 CORPORATE DRIVE
TROY, MICHIGAN 48098-2683
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 16, 1998
The annual meeting of shareholders of Intermet Corporation (the "Company")
will be held on Thursday, April 16, 1998, at 9:00 a.m. at the DoubleTree Guest
Suites, 850 Tower Drive, Troy, Michigan for the purpose of considering and
voting upon the following matters, all of which are described in the attached
Proxy Statement:
1. The election of nine (9) directors to constitute the Board of Directors
and to serve until the next Annual Meeting and/or until their successors
are elected and qualified.
2. The approval of the appointment of Ernst & Young LLP as the independent
auditors of the Company for 1998.
3. Such other matters as may properly come before the meeting or any
adjournment thereof.
Only shareholders of record at the close of business on March 2, 1998 will
be entitled to notice of and to vote at the meeting or any adjournment thereof.
A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed. Please sign, date and return the Proxy promptly in the enclosed
business reply envelope. If you attend the meeting, you may, if you wish,
withdraw your Proxy and vote in person.
Also enclosed is the Company's 1997 Annual Report to Shareholders, which
contains financial data and other information concerning the Company.
By Order of the Board of Directors,
Doretha J. Christoph
Secretary
March 9, 1998
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE MAY BE
RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
<PAGE> 3
INTERMET CORPORATION
SUITE 200
5445 CORPORATE DRIVE
TROY, MICHIGAN 48098-2683
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of Intermet Corporation (the "Company") for
use at the annual meeting of shareholders of the Company (the "Annual Meeting")
to be held on April 16, 1998, and any adjournment thereof, for the purposes set
forth in the accompanying notice of the meeting.
The expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be paid by the Company. Copies of
solicitation materials may be furnished to banks, brokerage houses and other
custodians, nominees and fiduciaries for forwarding to beneficial owners of
shares of the Company's Common Stock, and normal handling charges may be paid
for the forwarding service. In addition to solicitations by mail, directors and
regular employees of the Company may solicit Proxies in person, or by telephone
or telegraph. It is anticipated that this Proxy Statement and the accompanying
Proxy will first be mailed to shareholders on or about March 9, 1998.
Any Proxy given pursuant to this solicitation may be revoked without
compliance with any other formalities by any shareholder who attends the meeting
and gives oral notice of his or her election to vote in person. In addition, any
Proxy given pursuant to this solicitation may be revoked prior to the meeting by
delivering to the Secretary of the Company a notice of revocation or a duly
executed Proxy for the same shares bearing a later date.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1997, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, TO ANY
SHAREHOLDER OF RECORD OR BENEFICIAL OWNER OF ITS COMMON STOCK AS OF MARCH 2,
1998 WHO REQUESTS A COPY. ANY REQUEST FOR THE ANNUAL REPORT ON FORM 10-K SHOULD
BE IN WRITING ADDRESSED TO:
DORETHA J. CHRISTOPH, SECRETARY
INTERMET CORPORATION
5445 CORPORATE DRIVE
SUITE 200
TROY, MICHIGAN 48098-2683
IF THE PERSON REQUESTING THE REPORT WAS NOT A SHAREHOLDER OF RECORD ON
MARCH 2, 1998, THE REQUEST MUST INCLUDE A REPRESENTATION THAT THE PERSON WAS A
BENEFICIAL OWNER OF COMMON STOCK ON THAT DATE. COPIES OF ANY EXHIBITS TO THE
ANNUAL REPORT ON FORM 10-K WILL ALSO BE FURNISHED TO SHAREHOLDERS ON REQUEST AND
UPON THE PAYMENT OF THE COMPANY'S EXPENSE IN FURNISHING THE EXHIBITS.
1
<PAGE> 4
VOTING SECURITIES AND PRINCIPAL HOLDERS
The record of shareholders entitled to vote at the Annual Meeting was taken
as of the close of business on March 2, 1998. On that date the Company had
outstanding and entitled to vote 25,476,874 shares of Common Stock, par value
$0.10 per share, with each share entitled to one vote.
The following table sets forth certain information concerning the only
"persons" (as that term is defined by the Securities and Exchange Commission
("SEC")) who are known to the Company to be the beneficial owners of more than
five percent (5%) of the Company's Common Stock, which is its only class of
voting securities, as of January 1, 1998, and the ownership of the Company's
Common Stock as of that date by each of the directors and nominees and each of
the Named Officers (as defined under "Executive Compensation" below), and by all
current directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OWNER OWNED BENEFICIALLY PERCENT OF CLASS(15)
----- ------------------ --------------------
<S> <C> <C>
J.P. Morgan & Co. Incorporated 2,717,900(1) 10.7%
60 Wall Street
New York, NY 10260
The Prudential Insurance Company of America 2,492,377(2) 9.8%
Prudential Plaza
Newark, NJ 07101
John Doddridge 241,283(3) *
Vernon R. Alden 21,500(4)(13) *
J. Frank Broyles 67,100(4)(13) *
John P. Crecine 16,217(4) *
Anton Dorfmueller, Jr. 22,000(4)(13) *
Norman F. Ehlers 3,000(5) *
John B. Ellis 22,000(4)(6)(13) *
Wilfred E. Gross, Jr. 478,500(4) 1.9%
A. Wayne Hardy 50,878(4) *
John R. Horne 3,000(5) *
Thomas H. Jeffs, II 4,327(5)(7) *
Harold C. McKenzie, Jr. 22,300(4)(8) *
John H. Reed 0 *
J. Mason Reynolds 22,500(4)(13) *
Curtis W. Tarr 41,280(13) *
Doretha J. Christoph 28,292(9) *
Daryl R. Marsh 48,411(10) *
David L. Neilson 15,292(11) *
Claxton James Peterson 77,452(12) *
All Executive Officers and Directors as a Group (19
persons) 1,185,332(14) 4.6%
</TABLE>
- ------------
* Less than one percent
(1) Includes 2,247,400 shares with respect to which J.P. Morgan & Co.,
Incorporated ("Morgan") has sole voting power and 2,717,900 shares with
respect to which Morgan has sole dispositive power, as reported on Schedule
13G, dated as of December 31, 1997, filed with the SEC.
(2) Includes 2,367,800 shares of sole voting power, 124,577 of shared voting
power, 2,367,800 shares with sole dispositive power, and 124,577 shares
with shared dispositive power, with respect to The Prudential Insurance
Company of America as reported on Schedule 13G, dated as of December 31,
1997, filed with the SEC.
(3) Includes options for 175,000 shares of Common Stock exercisable within 60
days of January 1, 1998.
(4) Includes options for 12,000 shares of Common Stock exercisable within 60
days of January 1, 1998.
(5) Includes options for 3,000 shares of Common Stock exercisable within 60
days of January 1, 1998.
(6) Does not include 13,500 shares of Common Stock owned by a corporation of
which Mr. Ellis is a director and minority shareholder.
2
<PAGE> 5
(7) Includes 1,327 units of phantom stock acquired by Mr. Jeffs pursuant to the
Company's 1997 Directors' Deferred Compensation Plan.
(8) Includes 10,300 shares of Common Stock held as co-trustee under the will of
Mr. McKenzie's father.
(9) Includes options for 12,500 shares of Common Stock exercisable within 60
days of January 1, 1998.
(10) Includes options for 33,250 shares of Common Stock exercisable within 60
days of January 1, 1998.
(11) Includes options for 5,000 shares of Common Stock exercisable within 60
days of January 1, 1998, and includes 5,000 shares that Mr. Neilson holds
restricted Stock with sole voting power and no dispositive power.
(12) Includes options for 65,000 shares of Common Stock exercisable within 60
days of January 1, 1998.
(13) Messrs. Alden, Broyles, Dorfmueller, Ellis, Reynolds and Tarr have reached
the mandatory retirement age and thus are retiring from the Board of
Directors at the time of the annual meeting.
(14) Includes options for 407,750 shares of Common Stock exercisable within 60
days of January 1, 1998.
(15) The percentages shown are based on the 25,412,874 shares of the Company's
Common Stock outstanding as of January 1, 1998 plus the number of shares
that the named person or group has the right to acquire within 60 days of
January 1, 1998.
NOMINATION AND ELECTION OF DIRECTORS
(PROPOSAL 1)
The By-Laws of the Company provide that the Board of Directors shall
consist of nine directors. The term of office for each director continues until
the next annual meeting or until his successor is elected and qualified.
Each Proxy executed and returned by a shareholder will be voted as
specified thereon by the shareholder. If no specification is made, the Proxy
will be voted for the election of the nominees named below to constitute the
entire Board of Directors. In the event that any nominee withdraws or for any
reason is not able to serve as a director, the Proxy will be voted for such
other person as may be designated by the Board of Directors as a substitute
nominee, but in no event will the Proxy be voted for more than nine nominees.
Management of the Company has no reason to believe that any nominee will not
serve if elected.
Directors are elected by a plurality of the votes cast by the holders of
the shares entitled to vote in an election at a meeting at which a quorum is
present. A quorum is present when the holders of a majority of the shares
outstanding on the record date are present at a meeting in person or by proxy.
An abstention and a broker non-vote would be included in determining whether a
quorum is present at a meeting, but would not otherwise affect the outcome of a
vote.
3
<PAGE> 6
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information, as of January 1, 1998, has been furnished by the
respective nominees for director. Except as otherwise indicated, each nominee
has been or was engaged in his present or last principal employment, in the same
or a similar position, for more than five years.
<TABLE>
<CAPTION>
NAME (AGE) INFORMATION ABOUT NOMINEE
---------- -------------------------
<S> <C>
John Doddridge (57)............... Chairman of the Board and Chief Executive Officer since
October 27, 1994. Mr. Doddridge was Vice Chairman and Chief
Executive Officer of Magna International, Inc., a supplier
of motor vehicle parts, from November 1992 until November
1994, where he also served as a director. From mid-1989 to
1992 he served as President of North American Operations of
Dana Corporation, a motor vehicle parts manufacturer, and
prior to mid-1989 he served as President of Hayes-Dana Inc.,
a subsidiary of Dana Corporation. Mr. Doddridge serves as a
director of Detroit Diesel Corporation and The Standard
Products Co.
John P. Crecine (58).............. Director of the Company since 1992. Dr. Crecine presently
serves as Chairman of the Board of VUI Incorporated. Dr.
Crecine has served as Chairman and Chief Executive Officer
of Integrated Digital Systems, Inc. from 1994 to 1996. He
was President of the Georgia Institute of Technology from
1987 to mid-1994. Previously he served as a professor at the
University of Michigan and founding director of the
Institute of Public Policy Studies from 1965 to 1975. He
became Dean of the College of Humanities and Social Sciences
at Carnegie Mellon University in 1976, a position he held
until 1983 when he became the University's Senior Vice
President for Academic Affairs. He held that position until
his Georgia Tech appointment. Dr. Crecine is a director of
HBO and Co.
Norman F. Ehlers (60)............. Director of the Company since 1997. He served as Vice
President--Purchasing and Supply at Ford Motor Company from
1992 until retirement in 1996. Prior to 1992 he served as
Vice President--Supply for Ford of Europe, Executive
Director of North American Automotive Operations Production
Purchasing and Executive Director of Purchasing and
Transportation Services.
Wilfred E. Gross, Jr. (69)........ Director of the Company and its predecessor since 1971. Mr.
Gross is Chief Executive Officer of W.T. Harvey Lumber
Company in Columbus, Georgia.
A. Wayne Hardy (61)............... Director of the Company and its predecessor since 1978. Mr.
Hardy is a private investor and consultant. He was Chairman
and Chief Executive Officer of Eastern Inter-Trans Services,
Inc. from 1986 to 1992. From 1975 to 1986 Mr. Hardy was a
Vice President of the Company and its predecessor.
John R. Horne (59)................ Director of the Company since 1997. Mr. Horne presently
serves as Chairman, President and Chief Executive Officer of
Navistar International Corporation. He serves as a director
for the National Association of Manufacturers (NAM) and
Junior Achievement of Chicago. He is also a member of the
Board of Trustees of Taylor University, serves on the
Mechanical Engineering Advisory Board for Purdue University
and is a member of the Chicago Council on Foreign Relations,
the Conference Board, the Economic Club of Chicago, and the
Executives' Club of Chicago.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
NAME (AGE) INFORMATION ABOUT NOMINEE
---------- -------------------------
<S> <C>
Thomas H. Jeffs, II (59).......... Director of the Company since 1997. Mr. Jeffs serves as Vice
Chairman of First Chicago NBD Corporation and First National
Bank of Chicago. He is also President and Chief Operating
Officer of its Michigan subsidiary, NBD Bank. He is a
Director of MCN Corporation, the Economic Club of Detroit
and a Director and Executive Committee member of the Greater
Detroit Chamber of Commerce. He is also Chairman of New
Detroit, Inc., and serves on the Board of Trustees of the
Founders Society of the Detroit Institute of Arts.
Harold C. McKenzie, Jr. (66)...... Director of the Company and its predecessor since 1971. Mr.
McKenzie most recently served as Facilities Coordinator of
the Atlanta Project of the Carter Residential Center at
Emory University. He was Chairman and CEO of Machine
Technologies, Inc. of Martinsville, Virginia, from 1986
until 1989 and a commercial real estate broker with Haas &
Dodd Realty Co. in Atlanta, Georgia from 1989 to 1991.
Before 1986 Mr. McKenzie was President and CEO of Southern
Electric International, Inc., a subsidiary of The Southern
Company, with which he was affiliated for thirty years.
Previously, he served as Executive Vice President of Georgia
Power Company.
John H. Reed (65)................. Retired President of Spicer Axle Group, Dana Corporation,
Fort Wayne, Indiana. He also serves on the board of
directors for the Indiana State Chamber of Commerce, the
Boys Club of Fort Wayne and Junior Achievement of Northeast
Indiana. Mr. Reed is also a member of the American Society
of Metals and the Society of Automotive Engineers.
</TABLE>
There are no family relationships among the executive officers and
directors of the Company.
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation paid
by the Company and its subsidiaries to the Company's Chief Executive Officer and
to the four most highly compensated executive officers of the Company
(collectively, the "Named Officers") for services rendered to the Company during
1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
-----------------------------
ANNUAL COMPENSATION SECURITIES
----------------------------------------- UNDERLYING
OTHER ANNUAL RESTRICTED OPTIONS/SARS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION STOCK AWARD (NO. OF SHARES) COMPENSATION
- --------------------------- ---- ------ -------- ------------ ----------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
John Doddridge............ 1997 $500,000 $504,961 $297,983(2) -- -- $16,924(3)
Chairman of the Board and 1996 450,000 342,151 117,033(2) -- 100,000 14,916(4)
Chief Executive Officer 1995 350,016 232,130 179,436(2) -- 100,000 11,661(5)
Claxton James Peterson.... 1997 $230,000 $157,800 $ 12,904 -- -- $14,126(6)
Vice President--Foundry 1996 230,000 138,648 10,451 -- 28,000 13,039(7)
Operations 1995 190,000 116,070 8,286 -- 40,000 11,661(5)
Doretha J. Christoph...... 1997 $200,000 $138,864 $ 15,007(9) -- 30,000 $13,744(8)
Vice President--Finance 1996 193,750 110,918 180,368 -- 30,000 12,432(10)
and Chief Financial 1995 175,000 54,160 14,856 $ 85,630(9) 20,000 --
Officer
David L. Neilson.......... 1997 $200,000 $126,240 $ 76,587(11) $115,312(11) 50,000 $13,744(8)
Vice President--Sales and 1996 -- -- -- -- -- --
Marketing 1995 -- -- -- -- -- --
Daryl R. Marsh............ 1997 $183,504 $126,240 $ 9,432 -- 10,000 $13,534(12)
Group Vice President 1996 183,504 110,918 7,684 -- 29,000 12,526(13)
1995 183,503 92,850 1,519 -- 20,000 11,661(5)
</TABLE>
- ------------
(1) The Company has reported bonuses in this Proxy Statement in the year
earned, not in the year paid.
(2) In 1994 Mr. Doddridge owned 30,000 shares of restricted stock with a value
of $165,000 on the date of the grant. 10,000 shares of Mr. Doddridge's
restricted stock were earned as of December 1, 1995 (at which date the
stock was valued at $12.50 per share versus the $5.50 share price when
granted). The 1995 compensation earned above the price on date of grant of
the restricted stock was $70,000. An additional 10,000 shares of restricted
stock were earned December 1, 1996 (at which date the stock was valued at
$13.75 per share versus the $5.50 share price when granted). The 1996
compensation earned above the price on the date of the grant of the
restricted stock was $82,000. An additional 10,000 shares of restricted
stock were earned December 1, 1997 (at which date the stock was valued at
$18.125 per share versus the $5.50 share price when granted). The 1997
compensation earned above the price on the date of the grant of the
restricted stock was $126,250. There were no remaining shares of restricted
stock as of December 31, 1997.
(3) Includes (i) a Company ESOP contribution of $4,800; (ii) Company matching
Profit Sharing Plan contribution in the aggregate amount of $6,400 and
(iii) premiums under life insurance of $5,724.
(4) Includes (i) a Company ESOP contribution of $4,500; (ii) Company matching
Profit Sharing Plan contribution in the aggregate amount of $6,000 and
(iii) premiums under life insurance of $4,416.
(5) Includes (i) premiums under the life insurance of $1,161; (ii) a Company
ESOP contribution of $4,500; and (iii) Company matching Profit Sharing Plan
contribution in the aggregate amount of $6,000.
(6) Includes (i) a Company ESOP contribution of $4,800; (ii) Company matching
Profit Sharing Plan contribution in the aggregate amount of $6,400 and
(iii) premiums under life insurance of $2,926.
(7) Includes (i) a Company ESOP contribution of $4,500; (ii) Company matching
Profit Sharing Plan contribution in the aggregate amount of $6,000 and
(iii) premiums under life insurance of $2,539.
(8) Includes (i) a Company ESOP contribution of $4,800; (ii) Company matching
Profit Sharing Plan contribution in the aggregate amount of $6,400 and
(iii) premiums under life insurance of $2,544.
(9) In 1995 Ms. Christoph owned 10,000 shares of restricted stock with a value
of $85,630 on the date of the grant. These 10,000 shares were earned as of
December 1, 1996. The compensation earned above the price on date of grant
of the restricted stock was $51,870. There were no remaining shares of
restricted stock as of December 31, 1996.
(10) Includes (i) a Company ESOP contribution of $4,500; (ii) Company matching
Profit Sharing Plan contribution in the aggregate amount of $6,000 and
(iii) premiums under life insurance of $1,932.
6
<PAGE> 9
(11) In 1997 Mr. Neilson was awarded 2,500 shares of unrestricted stock and
7,500 shares of restricted stock valued at $38,438 and $115,312
respectively on the date of grant. The shares of restricted stock vest at
the rate of 2,500 shares on each of the first, second and third
anniversaries of the date of award. The value of Mr. Neilson's remaining
7,500 shares of restricted stock was $131,250 at December 31, 1997.
(12) Includes (i) a Company ESOP contribution of $4,800; (ii) Company matching
Profit Sharing Plan contribution in the aggregate amount of $6,400 and
(iii) premiums under life insurance of $2,334.
(13) Includes (i) a Company ESOP contribution of $4,500; (ii) Company matching
Profit Sharing Plan contribution in the aggregate amount of $6,000 and
(iii) premiums under life insurance of $2,026.
OPTION GRANTS. Shown below is further information on grants of stock
options during 1997 to the Named Officers, which are reflected in the Summary
Compensation Table. No stock appreciation rights were granted during 1997, and
none of the Company's compensation plans currently provide for the grant of
stock appreciation rights.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NO. OF AT ASSUMED ANNUAL RATES
SECURITIES % OF TOTAL OF STOCK PRICE
UNDERLYING OPTIONS/SARS APPRECIATION
OPTION/ GRANTED TO FOR OPTION TERM(2)
SARS EMPLOYEES EXERCISE EXPIRATION ---------------------------
NAME GRANTED(1) IN 1997 PRICE DATE 5% 10%
---- ---------- ------------ -------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Doretha J. Christoph........ 30,000 14.2% $17.00 10-16-07 $320,736 $812,809
David L. Neilson............ 30,000 14.2% 17.00 10-16-07 320,736 812,809
David L. Neilson............ 20,000 9.4% 15.38 01-02-07 197,457 496,560
Daryl R. Marsh.............. 10,000 4.7% 17.00 10-16-07 106,912 270,936
</TABLE>
- ------------
(1) 25% are exercisable on the first anniversary of the grant date, 50% are
exercisable on the second anniversary of the grant date, 75% are exercisable
on the third anniversary of the grant date and 100% are exercisable on the
fourth anniversary of the grant date.
(2) "Potential Realizable Value" is disclosed in response to SEC regulations
that require such disclosure for illustration only. The values disclosed are
not intended to be, and should not be interpreted as, representations or
projections of the future value of the Company's Common Stock or of the
stock price. To lend perspective to the illustrative "Potential Realizable
Value," if the Company's Common Stock price increases 5% per year for 10
years from January 1, 1997 (disregarding any dividend payments and assuming
for purposes of the calculation a constant number of shares outstanding),
the total increase in value of all shares outstanding at January 1, 1997
would be approximately $275,000,000 and if the stock price increases 10% per
year over such period, the increase in value would be approximately
$700,000,000.
FISCAL YEAR-END VALUES. Shown below is information with respect to
unexercised options to purchase the Company's Common Stock held by the Named
Officers at December 31, 1997.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NO. OF SHARES SUBJECT TO VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
ACQUIRED HELD AT DECEMBER 31, 1997 AT DECEMBER 31, 1997
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John Doddridge............... -- -- 175,000 125,000 $1,670,313 $685,938
Claxton James Peterson....... -- -- 63,000 43,000 504,975 280,995
Doretha J. Christoph......... -- -- 12,500 62,500 78,750 203,438
David L. Neilson............. -- -- -- 50,000 -- 51,250
Daryl R. Marsh............... -- -- 29,250 45,750 215,501 220,834
</TABLE>
7
<PAGE> 10
INTERMET CORPORATION
COMPENSATION OF DIRECTORS
STANDARD ARRANGEMENTS
For 1997, directors who were not current or retired officers of the Company
received a retainer of $4,250 per quarter, $2,000 for each Board of Directors
meeting attended, and $1,000 for each "special" telephone meeting. For each
Committee Meeting attended that does not coincide with the normal Board meeting
period, each director receives $1,500 per meeting. Directors are reimbursed for
all travel expenses associated with attending such meetings.
For 1998, the retainer has been raised from $4,250 per quarter to $4,500
per quarter. In addition, committee chairmen will receive a $2,000 payment per
annum. Such payment will not be included in the committee chairman's retirement
benefit calculation. Meeting fees for 1998 are unchanged from 1997 levels.
Under the 1997 Directors' Stock Option Plan, the Compensation Committee
awarded 9,000 options on October 15, 1997 at that day's fair market value of
$17.00 per share to the three recently elected Board members. There remain
141,000 options available for future grants under the 1997 Directors' Stock
Option Plan.
DEFERRED COMPENSATION PLAN
The Board of Directors of the Company adopted the Intermet Corporation 1997
Directors' Deferred Compensation Plan on January 30, 1997. Pursuant to the Plan,
non-employee directors may elect to defer receipt of all or a specified portion
of the cash payments due to them for their service as directors and to convert
such cash payments into "units" of phantom stock representing the value of
Intermet common stock. Such election must be made prior to the year of service
in which such fees will be earned. Participants are entitled to receive payment
of these deferred amounts (including deemed dividend amounts with respect to
such units) after the end of their service as a director. Such payments are to
be made within 30 days after such date in a lump sum or annually over a
five-year period, at the election of the participant. The Plan is administered
by the Compensation Committee, subject to approval of the Board of Directors.
DIRECTOR RETIREMENT
The Company's policy is that after attaining the age of seventy, a director
shall retire from the Board at the next Annual Meeting. Currently there is a
one-time grace period of two years for Directors who were over the age of
sixty-eight at the time of the 1996 Annual Meeting. Further, an officer of the
Company, other than the Chief Executive Officer, may not serve on the Board upon
retirement of their officer status. However, a previous CEO of the Company shall
resign from the Board if: (a) the then current CEO ceases to be an officer but
continues as a Director, or (b) the Board requests the resignation.
The Company also maintains a policy whereby each Director who (a) has
served on the Board for more than four years, and (b) is not an officer or
employee of Intermet, shall receive retirement compensation equal to 10% of the
product of their current annual retainer fee times total years of service, paid
in lump sum at retirement.
Intermet's current practices have been implemented to maintain its on-going
market competitiveness with respect to directors' compensation, in order to
attract and retain the best possible candidates for the Board. Additionally, the
intent of its Directors' compensation program is to align the Board members'
actions with the long-term interests of the Company.
8
<PAGE> 11
INTERMET CORPORATION
EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS
MR. DODDRIDGE
Mr. Doddridge's employment agreement, which was entered into on October 27,
1994, with employment commencing on December 1, 1994, and pursuant to which he
serves as Chairman of the Board and Chief Executive Officer, had an initial term
through December 31, 1997. Beginning on December 31, 1995, the contract term
automatically extends on a daily basis such that the remaining term is never
less than two years. Either the Company or Mr. Doddridge may terminate this
automatic extension, in which event the agreement will terminate two years from
such date.
If the Company terminates Mr. Doddridge's employment "without cause" (as
defined in the employment agreement) or if he terminates employment for "good
reason" (as defined in the employment agreement) prior to the end of the
contract term, he is entitled to a lump-sum payment equal to the sum of (1) his
accrued but unpaid salary, earned bonus and other earned benefits through the
date of termination, plus (2) an amount equal to his annual base salary which
would have been payable through the end of the contract term, plus (3) an amount
equal to the annual bonus paid for the fiscal year immediately prior to the date
of termination multiplied by a fraction where the numerator is the number of
full years and portions of years between the termination date and the end of the
contract term, and the denominator is the total number of years in the contract
term, and (4) the amount (if any) of unvested benefits under any profit sharing
plan, retirement plan, ESOP or any other plan which are forfeited on account of
his employment being terminated.
In the event of a "Change of Control" (as defined in the employment
agreement), and if Mr. Doddridge is subsequently terminated by the Company (or
successor company) "without cause" or terminates his employment for "good
reason", he is entitled to the same payments and benefits as described in the
previous paragraph.
In the event Mr. Doddridge is terminated for "cause" (as defined in the
employment agreement) by the Company, he shall receive all accrued salary,
earned bonus compensation, vested long-term incentive compensation and other
benefits through the date of termination, but shall receive no other severance
benefits.
Mr. Doddridge's employment agreement contains restrictive covenants
pursuant to which Mr. Doddridge has agreed not to compete with the Company
during the period of his employment and following termination of his employment
for a period of one year, except in the event of termination "without cause" or
for "good reason" or termination for any reason during the two-year period
following a "Change of Control".
OTHER EXECUTIVES
The Company has entered into employment agreements with each of its
executive officers, including those named in the Summary Compensation Table. All
current agreements, except the agreement with David L. Neilson, were dated
October 25, 1995, and cover an eighteen month period from November 1, 1995 to
April 30, 1997. Beginning on May 1, 1996, the contract term automatically
extends on a daily basis such that the remaining term is never less than one
year.
Mr. Neilson's agreement is dated December 30, 1996, and covers a
twenty-four month period from January 1, 1997 to December 31, 1998. Beginning on
January 1, 1998, the contract term automatically extends on a daily basis such
that the remaining term is never less than one year.
If the Company terminates an executive's employment "without cause" (as
defined in the employment agreement) or if the executive terminates employment
for "good reason" (as defined in the employment agreement) prior to the end of
the contract term, he or she is entitled to (1) in a lump-sum, an amount equal
to the executive's accrued but unpaid base salary as of the date of termination
and any unpaid annual bonus from the prior Annual Bonus Period; (2) in monthly
payments, the executive's base salary and benefits (if any) payable through the
end of the contract term; and (3) following the Annual Bonus Period during which
the date of termination occurs, a pro-rata portion of the Annual Bonus payable
in accordance with Company
9
<PAGE> 12
policy. An executive is entitled to these same payments if employment is
terminated "without cause" or for "good reason" following a "Change of Control"
(as defined in the employment agreement).
In the event an executive officer is terminated for "cause" (as defined in
the employment agreement), he or she shall receive all accrued salary, earned
bonus compensation, vested long-term incentive compensation and other benefits
through the date of termination, but shall receive no other severance benefits.
The executive employment agreements contain non-compete covenants effective
during employment and following termination for a period of one year, except in
the event of termination "without cause" or for "good reason" or termination for
any reason during the two-year period following a "Change in Control".
INTERMET CORPORATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of Intermet Corporation
(the "Company"), has furnished the following report on executive compensation
for the fiscal year ending December 31, 1997.
COMMITTEE RESPONSIBILITIES
The Compensation Committee of the Board (the "Committee") is comprised of
four non-employee directors. Committee responsibilities, with respect to the
compensation of key executives, including the Named Executive Officers of
Intermet and its subsidiaries, include reviews and recommendations relative to
the following compensation elements:
-
Base salary levels of the key executive officers of Intermet;
-
All aspects of Intermet's annual bonus compensation plan;
-
Intermet's stock-based compensation;
-
All aspects of Intermet's two retirement plans, namely the Savings and
Investment Plan and Trust (401(k)) and the Employee Stock Ownership
Plan;
-
All employment agreements and amendments thereof; and
-
The process and substance of all other aspects of compensation.
The Committee monitors market practices and trends, and makes revisions as
necessary, to ensure that Intermet's programs (1) are adequate to attract,
retain and motivate the best possible executive talent and (2) benefit the
long-term interests of the Company and its shareholders.
OVERALL COMPENSATION PHILOSOPHY
The Company's underlying compensation philosophy is to link key executive
compensation to corporate performance and returns to shareholders. To this end,
Intermet has developed an overall compensation strategy and specific
compensation plans that tie a significant portion of executive compensation to
the Company's success in meeting specified performance goals and to appreciation
in the Company's Common Stock price. The three concepts, outlined below, are the
foundation of the Company's compensation philosophy:
Pay for Performance. In 1997, the Company continued to link a significant
portion of key executive compensation to incentive pay, or pay for performance.
The Company emphasizes variable, at-risk compensation that is dependent upon the
employees' level of success in meeting specified Company goals.
Target Ownership and Equity Orientation. To properly align employee and
shareholder interests, equity-based plans represent a fundamental component of
the at-risk portion of total compensation. Consistent with this philosophy, the
Company strongly encourages its key executives to establish and maintain a
target ownership level equal to a minimum of two times their base salary level
in Company stock. Additionally, the key executives are strongly encouraged to
achieve this target ownership level as soon as possible. As these
10
<PAGE> 13
target ownership levels are met, the Committee anticipates raising the minimum
ownership level to three times base salary. The emphasis on key executive stock
ownership will further align the interests of the Company's executives and its
shareholders.
Management Development. The Company's compensation opportunities are
structured to attract, retain and motivate those key executives who are
proficient in maximizing shareholder value.
The basic elements of Intermet's executive compensation packages are base
salary, annual incentive compensation and long-term incentive compensation. The
Committee's policies with respect to each of these elements are discussed below.
In addition, while the elements of compensation described below are considered
separately, the Committee takes into account the total compensation package
afforded by Intermet to each individual, including pension benefits, severance
plans, insurance and other benefits.
IRC SEC. 162(M)
The Committee has considered the potential impact of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), regarding qualifying
compensation paid to the Company's executive officers in structuring
compensation arrangements for 1997. The Company's executive officers have an
opportunity to earn annual bonuses under the Company's Profit Sharing Plan,
which is designed to satisfy the requirements of Section 162(m).
BASE SALARIES
Individual salaries for specified executives are reviewed annually and
recommendations for adjustments are made to the Board by the Chief Executive
Officer based on individual responsibilities, performance over time and the
Compensation Committee's judgment of overall Company financial performance.
In 1997, the Company's approach to the base compensation for its key
executives was to continue to generally hold base salary at 75% of industry peer
group averages. Competitive market average compensation levels were determined
by the Company using published survey sources and market studies of comparably
sized companies competing within the same markets as the Company. The combined
efforts of holding base salary levels below market levels and incorporating
lower merit increases going forward, continues to allow Intermet to control the
fixed portion of its compensation costs over time, while placing increased
emphasis on the "at-risk" components, or annual- and long-term incentive
compensation, as discussed below.
ANNUAL INCENTIVE COMPENSATION
Every annual incentive payout to key executives depends on results, not
efforts.
1997 marked the third year of the Company's Profit Sharing Plan for key
executives on the Operating Committee. The purpose of this plan is to provide an
incentive compensation system which rewards corporate operating management
proportionately to the profitability of the Corporation. In 1997, participants
received a percentage of audited annual pre-tax earnings of the Company, before
minority interests and corporate profit sharing adjustments.
The purpose of the Plant General Manager Profit Sharing Plan, also in its
third year, is to provide incentives that reward Plant General Managers
proportionately to the plant profitability, as measured by pre-tax profit, since
the performance of these individuals significantly impacts Intermet's corporate
results. At the end of each year, the incentive amount received by each
participant is determined as follows: (l) 90% of each participant's incentive
payout, as measured by the pre-tax profitability of their respective plant, is
paid in cash and (2) 10% is allocated to an incentive pool from which all
domestic Plant General Managers receive a pro-rata share of the total pool
amount, which is also paid in cash.
The business units acquired in the Sudbury acquisition have carryover plans
and are not currently included in the Plant General Manager Profit Sharing Plan.
It is the Company's intention to transition the affected individuals into the
Company's plans over the next few years.
11
<PAGE> 14
LONG-TERM INCENTIVE COMPENSATION
Intermet maintains, for key executives and management of Intermet and its
subsidiaries, certain stock-based compensation plans, which allow the Committee
to award the individuals it selects stock awards, restricted stock awards,
incentive stock options and non-qualified stock options. Awards under these
stock-based compensation plans directly link potential participant rewards to
increases in shareholder value.
Intermet historically has provided the majority of its stock-based
compensation in the form of stock options. Stock options are granted with an
exercise price equal to the market price of Intermet's Common Stock on the date
of grant and become exercisable over a four year period. This approach is
designed to encourage the creation of shareholder value and the retention of the
executives over the long term, as this element of the compensation package has
value only to the extent that stock price appreciation occurs.
The purpose of the Executive Stock Option and Incentive Award Plan is to
reward key executives and managers only when the shareholders are rewarded. This
permits the grant of non-qualified stock options, incentive stock options,
restricted stock and stock awards to key executives and managers of Intermet.
The total number of shares reserved under the Plan at inception was 1,500,000
shares. There remain 634,000 shares available for future grants under the Plan
as of December 31, 1997. During 1997, the Compensation Committee granted stock
options under the plan for 203,000 shares with exercise prices ranging from
$15.38 to $17.00 per share.
CEO COMPENSATION
Mr. Doddridge's base salary for 1997 remained at $500,000 as established in
his employment agreement, and was based on median market levels as determined by
competitive market data and the other criteria discussed above under "Base
Salaries". Mr. Doddridge's employment agreement, pursuant to which he serves as
Chairman of the Board and Chief Executive Officer, has an initial 38 month term
ending on December 31, 1997, but pursuant to this agreement automatically
extends each day after December 31, 1995, for an additional two years. Under his
agreement, Mr. Doddridge's base salary is subject to an increase at the
discretion of the Compensation Committee.
Mr. Doddridge's 1997 annual incentive award was $504,961 paid in cash,
which represents 101% of his 1997 base salary. This award was determined by the
same criteria discussed above under "Annual Incentive Compensation" and rewarded
Mr. Doddridge with a percentage of audited annual pre-tax earnings of the
Company, before minority interests and corporate profit sharing adjustments.
Mr. Doddridge did not receive any stock options in 1997.
BENEFITS
The Company provides benefits at no charge to each salaried employee,
including medical, dental, short and long-term disability, accidental death and
dismemberment, life insurance and dependent life insurance. The Company also has
a medical reimbursement plan available to the Named Officers and other key
employees that compensates them for certain medical expenses not covered by the
regular group insurance programs.
RETIREMENT PLANS
The Company has a two-part retirement program: the Savings and Investment
Plan and Trust (401(k)) and the Employee Stock Ownership Plan, which is
available to eligible salaried employees, including the Named Officers.
The Savings and Investment Plan and Trust (401(k)) permits eligible
salaried employees to contribute up to 15% of their compensation subject to
certain limitations, and invest it in one or more of five investment funds
offered through the Plan. The Company matches an individual's contribution at a
rate of fifty cents for each dollar saved, up to 4% of pay. At the end of the
year, the Company makes an added contribution to the individual's account of an
amount equal to 2% of the individual's annual compensation.
12
<PAGE> 15
The Employee Stock Ownership Plan purchases Common Stock of the Company for
its eligible salaried employees. The Company contributes an amount equal to 3%
of the individual's wages or salary.
The Sudbury Savings and Profit Sharing Plan in lieu of the above, for
employees of the former Sudbury, Inc. subsidiaries, permits eligible salaried
and hourly employees to contribute up to 15% of their compensation subject to
certain limitations, and invest it in one or more of five investment funds
offered through the Plan. The Company matches an individual's contribution at a
rate of one dollar for each dollar saved at 1% of pay and fifty cents for each
dollar saved to an additional 4% of pay, for a total of 3% of pay if the
participant saves 5% of pay. Each subsidiary may make a discretionary profit
sharing contribution upon reaching certain targets.
OTHER AWARDS
The Company provides automobiles for certain key employees including sales
people. When these are used for personal rather than business needs, the Company
determines the cost of that use and includes that amount on the W-2 form sent to
the Internal Revenue Service.
The Company has a salary continuation plan in the event of the death of
certain key executives. Salary is paid for one year following the death of the
Chairman or President of the Company, nine months for other executive officers
of the Company, and six months for certain executive officers of one of the
subsidiaries of the Company.
CONCLUSION
Through the programs described above, a significant portion of the
Company's executive compensation is linked directly to corporate performance and
stock price appreciation. The Committee intends to continue the policy of
linking executive compensation to corporate performance and returns to
shareholders, recognizing that the business cycle from time to time may result
in an imbalance for a particular period.
INTERMET CORPORATION COMPENSATION COMMITTEE
Vernon R. Alden
J. Frank Broyles
Thomas H. Jeffs, II
Curtis W. Tarr
13
<PAGE> 16
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock against
the cumulative total return of the Russell 2000 Index and the cumulative total
return for a group of companies consisting of Arvin Industries, Inc., Chrysler
Corporation, Dana Corporation, Ford Motor Company, General Motors Corporation,
MascoTech, Inc. (formerly known as Masco Industries, Inc.), Simpson Industries,
Inc. and Standard Products Company, for the period of five years commencing on
December 31, 1992 and ending December 31, 1997.
[GRAPH]
<TABLE>
<CAPTION>
12/92 12/93 12/94 12/95 12/96 12/97
<S> <C> <C> <C> <C> <C> <C>
INTERMET CORPORATION 100 94 68 106 104 180
PEER GROUP 100 164 138 164 189 244
RUSSELL 2000 100 119 117 150 175 214
</TABLE>
CERTAIN TRANSACTIONS
The Prudential Insurance Company of America ("Prudential") is the record
owner of 2,492,377 shares (9.8%) of the outstanding Company Common Stock. On
December 11, 1992, the Company issued $25,000,000 Senior Notes in favor of
Prudential to mature December 11, 2002.
In August of 1997, the Company filed a registration statement with the SEC
pursuant to which George W. Mathews, Jr., certain members of his family and
related trusts (the "Selling Shareholders") sold 3,450,000 shares of Common
Stock of the Company in a public offering. At the time of the offering, Mr.
Mathews was a member of the Board of Directors, and he and the other Selling
Shareholders in the aggregate owned approximately 21% of the Company's Common
Stock. The Company paid approximately $400,000 of the expenses of the offering.
Mr. Mathews resigned from the Board of Directors on November 15, 1997.
14
<PAGE> 17
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held five meetings during 1997. All of the directors
attended at least 75% of all meetings of the Board and of each committee of the
Board on which they served.
The Compensation Committee of the Board of Directors sets the compensation
for the Company's executive officers and key personnel. The Compensation
Committee is currently comprised of Messrs. Alden, Broyles, Jeffs and Tarr. The
Compensation Committee held four meetings during 1997.
The Nominating Committee of the Board of Directors identifies and
recommends potential candidates to the Board to serve as a member of the Board
of Directors. The Nominating Committee is currently comprised of Messrs.
Reynolds, Broyles, Jeffs and McKenzie and held three meetings in 1997.
The Audit Committee reviews financial controls and the methods of
preparation of the Company's financial statements, evaluates audit performance
and reports on such matters to the Board. The Audit Committee is currently
comprised of Messrs. Dorfmueller, Crecine, Ehlers, Gross and McKenzie and held
two meetings during 1997.
The Finance Committee reviews the financial health and strategy of the
Company and evaluates financial performance and major investments of the Company
and reports on such matters to the Board. The Finance Committee is currently
comprised of Messrs. Ellis, Ehlers, Gross, Hardy and Horne and held three
meetings during 1997.
APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 2)
The Board of Directors has appointed Ernst & Young LLP as the Company's
independent auditors for 1998, subject to approval of this appointment by the
shareholders of the Company at the Annual Meeting.
Ernst & Young LLP were the principal independent auditors for the Company
for 1997. Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they desire
to do so and to respond to appropriate questions. The affirmative vote of the
holders of a majority of the shares of Common Stock represented and entitled to
vote on this proposal at the Annual Meeting will constitute approval of the
appointment of Ernst & Young LLP. If not so approved by the shareholders, the
appointment will be reconsidered by the Audit Committee and the Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSAL,
AND THE ENCLOSED PROXY WILL BE SO VOTED IN THAT MANNER UNLESS THE SHAREHOLDER
EXECUTING THE PROXY SPECIFICALLY VOTES TO THE CONTRARY OR ABSTAINS FROM VOTING
ON THIS PROPOSAL.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Mr. Walter T. Knollenberg, Corporate Controller, was late in reporting in
July 1997 on Form 3 shares owned by him at the time he became an officer of the
Company.
SHAREHOLDER PROPOSALS
In accordance with the provisions of Rule 14a-8(a)(3)(i) of the Securities
and Exchange Commission, proposals of shareholders intended to be presented at
the Company's 1999 Annual Meeting must be received by November 9, 1998 in order
to be eligible for inclusion in the proxy statement and form of proxy for that
meeting.
15
<PAGE> 18
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those stated above
that are to be brought before the meeting. If any other matter is presented for
consideration and voting, the persons named as proxies in the enclosed Proxy
intend to vote the Proxy in accordance with their judgment of what is in the
best interest of the Company.
Dated: March 9, 1998
16
<PAGE> 19
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COMMON STOCK
OF INTERMET CORPORATION
DIRECTIONS FOR VOTING STOCK ALLOCATED
TO A PARTICIPANT 'S ACCOUNT PURSUANT TO THE
INTERMET CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
The undersigned participant in the Employee Stock Ownership Plan and
Trust ("ESOP") hereby directs SunTrust Bank as Trustee of the ESOP
to vote those shares of Common Stock of Intermet Corporation (the
"Company") allocated to the undersigned's account in connection
with the Annual Meeting of Shareholders of INTERMET CORPORATION to
be held on April 16, 1998, and any adjournment thereof:
1. Election of directors
John Doddridge; John P. Crecine; Norman F. Ehlers; Wilfred E.
Gross, Jr.; A. Wayne Hardy; John R. Horne; Thomas H. Jeffs,
II; Harold C. McKenzie, Jr.; John H. Reed.
[ ] FOR all nominees for director listed above
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.
INSTRUCTION: To withhold authority to vote for any individual
nominee write that nominee's name on the space provided below.
------------------------------------------------------------------
2. Appointment of Ernst & Young LLP as the independent auditors
of the Company for 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In accordance with their best judgment with respect to any
other matters that may properly come before the meeting.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ELECTION AS DIRECTORS OF THE
PERSONS NAMED IN THE PROXY, AND "FOR" APPOINTMENT OF THE INDEPENDENT AUDITORS,
AND, UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED,
THIS PROXY WILL BE SO VOTED. THE TRUSTEE WILL VOTE THOSE SHARES ALLOCATED TO
ESOP PARTICIPANTS FOR WHICH IT DOES NOT RECEIVE TIMELY VOTING INSTRUCTIONS.
Please sign exactly as name
appears on these Directions.
---------------------------
Note: When signing as an
attorney, trustee, administrator
or guardian, please give your
title as such. In the case of
joint tenants, each joint owner
must sign.
Date:
---------------------------
<PAGE> 20
COMMON STOCK
OF INTERMET CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1998 ANNUAL MEETING OF SHAREHOLDERS.
The undersigned hereby appoints John Doddridge and Doretha J.
Christoph, or either of them with power of substitution in each, the
proxies of the undersigned to vote the Common Stock of the undersigned
at the Annual Meeting of Shareholders of INTERMET CORPORATION (the
"Company") to be held on April 16, 1998, and any adjournment thereof.
1. Election of directors
John Doddridge; John P. Crecine; Norman F. Ehlers; Wilfred E.
Gross, Jr.; A. Wayne Hardy; John R. Horne; Thomas H. Jeffs, II;
Harold C. McKenzie, Jr.; John H. Reed.
[ ] FOR all nominees for director listed above
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.
INSTRUCTION: To withhold authority to vote for any individual write
that nominee's name on the space provided below.
----------------------------------------------------------------------
2. Appointment of Ernst & Young LLP as the independent auditors of
the Company for 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In accordance with their best judgment with respect to any other
matters that may properly come before the meeting.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ELECTION AS
DIRECTORS OF THE PERSONS NAMED IN THE PROXY, AND "FOR" APPOINTMENT OF
THE INDEPENDENT AUDITORS, AND, UNLESS INSTRUCTIONS TO THE CONTRARY ARE
INDICATED IN THE SPACE PROVIDED, THIS PROXY WILL BE SO VOTED.
Please sign this Proxy exactly
as name appears on the Proxy.
------------------------------
Note: When signing as an
attorney, trustee,
administrator or guardian,
please give your title as
such. In the case of joint
tenants, each joint owner must
sign.
Date:
------------------------------
