<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 15, 1999
The annual meeting of shareholders of Intermet Corporation (the "Company")
will be held on Thursday, April 15, 1999, at 9:00 a.m. (EDT) at the Intermet
Corporate Office for the purpose of 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 1999.
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 1, 1999 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 1998 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 4, 1999
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 15, 1999, 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 4, 1999.
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, 1998, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, TO ANY
SHAREHOLDER OF RECORD OR BENEFICIAL OWNER OF ITS COMMON STOCK AS OF MARCH 1,
1999 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 1, 1999, 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 1, 1999. On that date the Company had
outstanding and entitled to vote 25,832,824 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, 1999, 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(14)
----- ------------------ --------------------
<S> <C> <C>
The Prudential Insurance Company of America 2,560,503(1) 9.9%
Prudential Plaza
Newark, NJ 07101
John Doddridge 291,542(2) 1.1%
John P. Crecine 16,217 *
Norman F. Ehlers 6,000(3) *
Wilfred E. Gross, Jr. 478,500(4)(12) 1.9%
A. Wayne Hardy 35,578(4) *
John R. Horne 6,000(3) *
Thomas H. Jeffs, II 9,107(3)(5) *
Harold C. McKenzie, Jr. 20,300(4)(6) *
Byron O. Pond, Jr. 1,000
John H. Reed 8,000(7) *
Doretha Christoph 48,548(8) *
John C. Engeswick 63,004(9) *
David L. Neilson 28,046(10) *
Claxton James Peterson 94,755(11) *
All Executive Officers and Directors as a Group
(14 persons) 1,106,597(13) 4.2%
</TABLE>
- --------------------------------------------------------------------------------
* Less than one percent
(1) Includes 2,367,900 shares of sole voting power, 192,603 of shared voting
power, 2,367,900 shares with sole dispositive power, and 192,603 shares
with shared dispositive power, with respect to The Prudential Insurance
Company of America as reported on Schedule 13G, dated as of December 31,
1998, filed with the SEC.
(2) Includes options for 125,000 shares of Common Stock exercisable within 60
days of January 1, 1999.
(3) Includes options for 6,000 shares of Common Stock exercisable within 60
days of January 1, 1999.
(4) Includes options for 10,000 shares of Common Stock exercisable within 60
days of January 1, 1999.
(5) Includes 3,107 units of phantom stock granted pursuant to this plan, which
do not constitute and are not convertible to shares of Common Stock of the
Company.
(6) Includes 10,300 shares of Common Stock held as co-trustee under the will
of Mr. McKenzie's father.
(7) Includes options for 3,000 shares of Common Stock exercisable within 60
days of January 1, 1999.
(8) Includes options for 20,000 shares of Common Stock exercisable within 60
days of January 1, 1999.
(9) Includes options for 33,750 shares of Common Stock exercisable within 60
days of January 1, 1999.
(10) Includes options for 17,500 shares of Common Stock exercisable within 60
days of January 1, 1999 and includes 2,500 shares of restricted Stock that
Mr. Neilson holds with sole voting power and no dispositive power.
2
<PAGE> 5
(11) Includes options for 74,000 shares of Common stock exercisable within 60
days of January 1, 1999.
(12) Mr. Wilfred Gross has reached the mandatory retirement age and thus is
retiring from the Board of Directors at the time of the annual meeting.
(13) Includes options for 321,250 shares of Common Stock exercisable within 60
days of January 1, 1999.
(14) The percentages shown are based on the 25,832,824 shares of the Company's
Common Stock outstanding as of January 1, 1999 plus the number of shares
that the named person or group has the right to acquire within 60 days of
January 1, 1999.
NOMINATION AND ELECTION OF DIRECTORS
(PROPOSAL 1)
The By-Laws of the Company provide that the Board of Directors shall
consist of nine (9) 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, 1999, 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 (58).................. 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 (59)................. Director of the Company since 1992. Dr. Crecine is presently
a General Partner of C&ITP, LLC. 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.
Norman F. Ehlers (61)................ 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.
A. Wayne Hardy (62).................. 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 (60)................... 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 (60)............. Director of the Company since 1997. Mr. Jeffs retired as
Vice Chairman of First Chicago NBD Corporation and First
National Bank of Chicago, and President and Chief Operating
Officer of its Michigan subsidiary, NBD Bank effective
October 31, 1998. He is a Director of MCN Corporation and
the Economic Club of Detroit. Mr. Jeffs is Chairman of New
Detroit, Inc., and serves on the Board of Trustees of the
Founders Society of the Detroit Institute of Arts. He is
also Vice Chairman of the Detroit Symphony Orchestra, Inc.
Harold C. McKenzie, Jr. (67)......... Director of the Company and its predecessor since 1971. Mr.
McKenzie most recently served as Facilities Coordinator of
the Atlanta Project of the Carter Presidential 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.
Byron O. Pond, Jr. (62).............. Director of the Company since 1998. Mr. Pond currently
serves as Chairman of the Board of Arvin Industries, Inc. He
was formerly Chairman of Maremont Corporation when it was
acquired in 1986 by Arvin Industries. Mr. Pond held various
positions with Arvin Industries including Executive Vice
President, President and Chief Operating Officer, and
ultimately President and Chief Executive Officer prior to
being elected Chairman of the Board in 1998. Mr. Pond serves
as a director on the Cooper Tire and Rubber Company Board,
and is currently Chairman of the Motor Equipment
Manufacturers Association, a Trustee for the University of
the Aftermarket and a member of the International Supplier
Advisory Council to Ford Motor Company.
John H. Reed (66).................... Director of the Company since 1998. Mr. Reed retired as
President of Spicer Axle Group, Dana Corporation, Fort
Wayne, Indiana. He 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
1998, 1997 and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
-------------------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
----------------------------------------- RESTRICTED OPTIONS/SARs
OTHER ANNUAL STOCK (NO. OF ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION AWARD SHARES) COMPENSATION(5)
- --------------------------- ---- ------ -------- ------------ ----- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
John Doddridge.............. 1998 $500,000 $535,450 $ 18,779 -- 50,000 $16,960
Chairman of the Board and 1997 500,000 504,961 297,963(2) -- -- 16,924
Chief Executive Officer 1996 450,000 342,151 117,033(2) -- 100,000 14,916
Claxton James Peterson...... 1998 230,000 167,330 17,830 -- 10,000 13,850
Group Vice President 1997 230,000 157,800 12,904 -- -- 14,126
1996 230,000 138,648 10,451 -- 28,000 13,039
Doretha J. Christoph........ 1998 200,000 147,250 17,005 -- 15,000 13,504
Vice President--Finance 1997 200,000 138,864 15,007 -- 30,000 13,744
and Chief Financial 1996 193,750 110,918 180,368(3) -- 30,000 12,432
Officer
David L. Neilson............ 1998 220,000 147,250 94,121(4) -- 15,000 13,735
Vice President--Sales and 1997 200,000 126,240 76,587(4) $115,312(4) 50,000 13,744
Marketing 1996 -- -- -- -- -- --
John Engeswick.............. 1998 185,000 133,860 13,272 -- 10,000 13,331
Vice 1997 170,000 126,240 10,753 -- 10,000 13,077
President -- Technical 1996 160,000 110,918 10,609 -- 25,000 12,190
Services
</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 was granted 30,000 shares of restricted Common Stock
having a value at the date of grant of $5.50 per share, for a total value
of $165,000. These shares vested at the rate of 10,000 shares on December 1
of each of the next three years. On December 1, 1996 10,000 shares vested,
at which time the shares had a value of $13.75 per share. Accordingly, Mr.
Doddridge's compensation reported above for 1996 includes $82,500, which is
the difference between the price when granted and the price at the vesting
date. On December 1, 1997 an additional 10,000 shares vested, at which time
the shares had a value of $18.125 per share. Accordingly, Mr. Doddridge's
compensation reported above for 1996 includes $126,250, which is the
difference between the price when granted and the price at the vesting
date. Mr. Doddridge had no remaining shares of restricted stock after
December 31, 1997.
(3) In 1995 Ms. Christoph was granted 10,000 shares of restricted Common Stock
having a value at the date of grant of $8.563 per share, for a total value
of $85,630. These shares vested at December 1, 1996, at which time the
shares had a value of $13.75 per share. Accordingly, Ms. Christoph's
compensation reported above for 1996 includes $51,870, which was the
difference between the price when granted and the price at the vesting
date. Ms. Christoph had no remaining shares of restricted stock after
December 31, 1997.
(4) In 1997 Mr. Neilson was granted 2,500 shares of unrestricted Common Stock
and 7,500 shares of restricted Common Stock, all having a value at the date
of grant of $15.375 per share. The total value was $38,438 for the
unrestricted shares and $115,312 for the restricted shares. The restricted
shares were to vest at the rate of 2,500 shares on January 2 of each of the
next three years. On January 2, 1998 2,500 of the restricted shares vested,
at which time the shares had a value of $17.56 per share. Accordingly, Mr.
Neilson's compensation reported above for 1998 includes $43,906, which is
the difference between the price when granted and the price at the vesting
date.
6
<PAGE> 9
(5) All other compensation consists of contributions to the Company's Employee
Stock Ownership Plan and matching contributions to the Company's Savings and
Investment Plan (401(k)) and life insurance premiums paid for executives as
follows:
<TABLE>
<CAPTION>
MATCHING PROFIT
SHARING PLAN LIFE INSURANCE TOTAL OTHER
NAME AND PRINCIPAL POSITION YEAR ESOP CONTRIBUTION CONTRIBUTION PREMIUMS COMPENSATION
- --------------------------- ---- ----------------- --------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
John Doddridge................. 1998 $4,800 $6,400 $5,760 $16,960
Chairman of the Board and 1997 4,800 6,400 5,724 16,924
Chief Executive Officer 1996 4,500 6,000 4,416 14,916
Claxton James Peterson......... 1998 4,800 6,400 2,650 13,850
Group Vice President 1997 4,800 6,400 2,926 14,126
1996 4,500 6,000 2,539 13,039
Doretha J. Christoph........... 1998 4,800 6,400 2,304 13,504
Vice President--Finance and 1997 4,800 6,400 2,544 13,744
Chief Financial Officer 1996 4,500 6,000 1,932 12,432
David L. Neilson............... 1998 4,800 6,400 2,535 13,735
Vice President--Sales and 1997 4,800 6,400 2,544 13,744
Marketing 1996 -- -- -- --
John Engeswick................. 1998 4,800 6,400 2,131 13,331
Vice President--Technical 1997 4,800 6,400 1,877 13,077
Services 1996 4,500 6,000 1,690 12,190
</TABLE>
OPTION GRANTS.
Shown below is further information on grants of stock options during 1998
to the Named Officers, which are reflected in the Summary Compensation Table. No
stock appreciation rights were granted during 1998, 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 1998 PRICE DATE 5% 10%
---- ---------- ------------ -------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
John Doddridge........... 50,000 17.6% $18.0625 07-16-08 $590,897 $1,475,856
Claxton James Peterson... 10,000 3.5% 18.0625 07-16-08 118,179 295,171
Doretha J. Christoph..... 15,000 5.3% 18.0625 07-16-08 177,269 442,757
David L. Neilson......... 15,000 5.3% 18.0625 07-16-08 177,269 442,757
John C. Engeswick........ 10,000 3.5% 18.0625 07-16-08 118,179 295,171
</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 above, if the Company's Common Stock
price increases 5% per year for 10 years from January 1, 1999 (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
7
<PAGE> 10
at January 1, 1999 would be approximately $200,000,000. If the stock price
increases 10% per year over such period, the increase in value would be
approximately $525,000,000.
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, 1998.
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, 1998 AT DECEMBER 31, 1998
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John Doddridge.............. 100,000 $375,000 125,000 125,000 $304,688 $101,563
Claxton James Peterson...... 8,000 132,730 74,000 34,000 231,105 45,000
Doretha J. Christoph........ 12,500 128,344 20,000 57,500 24,844 27,188
David L. Neilson............ -- -- 12,500 52,500 -- --
John C. Engeswick........... 30,000 470,575 33,750 36,250 80,078 29,297
</TABLE>
8
<PAGE> 11
INTERMET CORPORATION
COMPENSATION OF DIRECTORS
STANDARD ARRANGEMENTS
For 1998, directors who were not current or retired officers of the Company
received a retainer of $4,500 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 were reimbursed for
all travel expenses associated with attending such meetings.
For 1999, the retainer has been raised from $4,500 per quarter to $4,750
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 1999 are unchanged from 1998 levels.
Under the 1997 Directors' Stock Option Plan, the Compensation Committee
awarded to four Board Members 12,000 options in total at $18.063 per share, the
fair market value on the date of grant, July 16, 1998. There remain 129,000
options 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 the 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. 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 Director compensation program is to align the Board members'
actions with the long-term interests of the Company.
INTERMET CORPORATION
EMPLOYMENT AGREEMENTS AND CHANGE IN 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
9
<PAGE> 12
Executive Officer. The initial term ran through December 31, 1997. However,
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, or in the case of Mr. Doddridge's death or disability, he (or his
beneficiaries) are 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 have a twelve month contract term and automatically extend 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 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".
10
<PAGE> 13
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, 1998.
COMMITTEE RESPONSIBILITIES
The Compensation Committee of the Board (the "Committee") is comprised of
three 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 401(k)
Savings and Investment Plan and the Employee Stock Ownership Plan
Trust;
- 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 1998, 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 target
ownership levels equal to the following: (a) the Chief Executive Officer shall
maintain a minimum of four times base salary; (b) members of the Operating
Committee shall maintain a minimum of three times base salary; and (c) other
senior management executives shall maintain a minimum of two times base salary
in Company stock. Additionally, the key executives are strongly encouraged to
achieve this target ownership level as soon as possible. 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.
11
<PAGE> 14
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 1998. 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 1998, 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
modest 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.
1998 marked the fourth 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 1998, 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
fourth 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.
Some of the business units procured from certain acquisitions 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.
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 stockholder 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 356,500 options available for future grants under the Plan
as of December 31, 1998. During 1998, the Compensation
12
<PAGE> 15
Committee granted 283,750 stock options under the plan with exercise prices
ranging from $18.063 to $19.375 per share.
CEO COMPENSATION
Mr. Doddridge's base salary for 1998 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, had a 38 month term ending on
December 31, 1997, but is automatically extended each day after December 31,
1995, such that the remaining term is never less than 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 1998 annual incentive award was $535,450 paid in cash,
which represents 107% of his 1998 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 received a stock option grant to purchase 50,000 shares at
$18.063 per share, the fair market value on the date of grant, July 16, 1998,
all of which were non-qualified stock options. In determining the option grant
level for Mr. Doddridge, the Committee considered individual performance,
current ownership level of Intermet shares and target ownership goals, as
described herein under "Overall Compensation Philosophy." The Committee believes
that Mr. Doddridge's stock option grant continues to align his compensation more
directly with the interests of Intermet's shareholders.
BENEFITS
The Company provides benefits to most salaried employees, 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 are 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.
The Employee Stock Ownership Plan Trust 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 Company also maintains certain defined contribution plans that cover
employees of other Intermet business units. These plans do not cover any
executive officers of the Company.
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 portion of the lease cost attributable to personal use and
includes that amount in the employee's income.
13
<PAGE> 16
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
Thomas H. Jeffs, II
Wilfred E. Gross, Jr.
Harold C. McKenzie, Jr.
14
<PAGE> 17
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, 1993 and ending December 31, 1998.
Five Year Cumulative Graph
<TABLE>
<CAPTION>
INTERMET
CORPORATION PEER GROUP RUSSELL 2000
----------- ---------- ------------
<S> <C> <C> <C>
'12/93' 94.00 164.00 119.00
'12/94' 68.00 138.00 117.00
'12/95' 106.00 164.00 150.00
'12/96' 164.00 189.00 175.00
'12/97' 180.00 244.00 214.00
'12/98' 145.00 257.00 179.00
</TABLE>
CERTAIN TRANSACTIONS
The Prudential Insurance Company of America ("Prudential") is the record
owner of 2,560,503 shares (9.9%) of the outstanding Company Common Stock. On
December 11, 1992, the Company issued $25,000,000 Senior Notes in favor of
Prudential with a final maturity of December 11, 2002. The balance as of
12/31/98 was $20,000,000.
15
<PAGE> 18
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held five (5) meetings during 1998. 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 and identifies and
recommends potential candidates to the Board to serve as a member of the Board
of Directors. The Compensation Committee is currently comprised of Messrs.
Jeffs, Gross and McKenzie. The Compensation Committee held two (2) meetings
during 1998.
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. Crecine, Ehlers, and Reed and held one meeting during 1998.
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. Gross, Hardy and Horne and held two (2) meetings during
1998.
APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 2)
The Board of Directors has appointed Ernst & Young LLP as the Company's
independent auditors for 1999, 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 1998. 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
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of the Company's
Common Stock (collectively, "Reporting Persons") to file reports of ownership
and changes in ownership with the SEC. Company directors, John P. Crecine, A.
Wayne Hardy and Wilfred E. Gross, Jr. were each late in reporting one stock
option exercise on Form 4, which in each case was subsequently reported on Form
5.
SHAREHOLDER PROPOSALS
In accordance with the provisions of Rule 14a-8(e) 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 5, 1999 in order to
be eligible for inclusion in the proxy statement and form of proxy for that
meeting.
16
<PAGE> 19
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 4, 1999
17
<PAGE> 20
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 15,
1999, and any adjournment thereof:
1. Election of directors
John Doddridge; John P. Crecine; Norman F. Ehlers; A. Wayne
Hardy; John R. Horne; Thomas H. Jeffs, II; Harold C.
McKenzie, Jr.; Byron O. Pond, 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 1999.
/ / 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> 21
COMMON STOCK
OF INTERMET CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1999 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 15, 1999, and any adjournment thereof.
1. Election of directors
John Doddridge; John P. Crecine; Norman F. Ehlers; A. Wayne
Hardy; John R. Horne; Thomas H. Jeffs, II; Harold C. McKenzie,
Jr.; Byron O. Pond, 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 1999.
/ / 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:
------------------------------
