UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
| | | |
| þ | | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004. |
| | | |
| o | | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . |
Commission File Number 0-17028
IRONTON IRON, INC.
(Exact name of registrant as specified in its charter)
| | | |
| OHIO | | 31-1117407 |
| (State or other jurisdiction of | | (IRS Employer |
| incorporation or organization) | | Identification No.) |
| | | | | |
| 5445 Corporate Drive, Suite 200, Troy, Michigan | | 48098-2683 |
| (Address of principal executive offices) | | (Zip code) |
(248) 952-2500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | |
| Title of each class | | Name of each exchange on which registered |
| None | | Not applicable |
Securities registered pursuant to Section 12(g) of the Act:
Series A Cumulative Preferred Stock*
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yeso Noþ
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.þ
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yeso Noþ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o Noþ
As of June 30, 2004 none of the registrant’s common stock was held by non-affiliates of the registrant. Therefore, the aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant was $0. There were 23,000 shares of the registrant’s common stock outstanding and held by INTERMET Corporation as of June 30, 2004.
* Registered as a result of the reclassification of the registrant’s common stock, no par value, into Series A Cumulative Preferred Stock, pursuant to an amendment to the registrant’s Articles of Incorporation filed on October 30, 1988, described in the registrant’s Form 8 to its Registration Statement on Form 10, dated November 3, 1988, previously filed with the Commission. See Item 1, “Business-General”.
PART I
Item 1. Business
General
Ironton Iron, Inc. (“Ironton”) was incorporated under the laws of the State of Ohio on July 9, 1984. Until March 31, 2000, Ironton operated a foundry in Ironton, Ohio that manufactured and sold ductile iron castings for the transportation industry.
In October 1988, Intermet Foundries, Inc. (“IFI”), a Georgia corporation and wholly-owned subsidiary of INTERMET Corporation (“INTERMET”), acquired, through a recapitalization, all of the outstanding common stock of Ironton. In connection with the recapitalization, IFI paid $2.0 million for 23,000 shares of newly issued common stock of Ironton and refinanced approximately $2.1 million of Ironton’s debt. As part of the recapitalization, Ironton issued a new class of non-voting Series A Cumulative Preferred Stock to the former holders of Ironton’s common stock in exchange for all of their common shares. The recapitalization was approved by a vote of the former common stockholders on October 24, 1988. On March 31, 1996, IFI was merged into INTERMET.
Because of Ironton’s operational difficulties, customers representing a significant portion of its sales volumes informed INTERMET and Ironton in late 1999 that they decided to place their business with alternate sources. The foundry was an old facility and the cost to modernize it would have further impacted already negative operating results. On December 7, 1999, INTERMET announced the closure of the Ironton facility. On December 31, 1999, Ironton adopted the liquidation basis of accounting. Operations at the foundry continued through the first quarter of 2000 in order to fulfill customer needs. The foundry ceased operations at the end of the first quarter of 2000 and demolition of the plant was completed in the third quarter of 2001.
Proceedings under Chapter 11 of the Bankruptcy Code
On September 29, 2004, INTERMET and 17 of its wholly-owned domestic subsidiaries, including Ironton, filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (“the Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Michigan (the “Bankruptcy Court”). These Chapter 11 cases have been consolidated for the purposes of joint administration as In re:INTERMET Corporation, et al. (Case No. 04-67597).
INTERMET’s subsidiaries for which bankruptcy petitions were filed are Alexander City Casting Company, Inc., Cast-Matic Corporation, Columbus Foundry, L.P., Diversified Diemakers, Inc., Ganton Technologies, Inc., INTERMET Holding Company, INTERMET Illinois, Inc., INTERMET International, Inc., INTERMET U.S. Holding, Inc., Ironton Iron, Inc., Lynchburg Foundry Company, Northern Castings Corporation, Sudbury, Inc., SUDM, Inc., Tool Products, Inc., Wagner Castings Company and Wagner Havana, Inc., all of which, together with INTERMET, are currently operating as debtors and debtors-in-possession. Other INTERMET subsidiaries, including foreign subsidiaries, are not parties to the Chapter 11 proceedings and are operating in the normal course.
On June 24, 2005, INTERMET and its subsidiaries for which bankruptcy petitions were filed, including Ironton, filed Plans of Reorganization with the Bankruptcy Court. On June 27, 2005, INTERMET filed a copy of the Plans of Reorganization with the Securities and Exchange Commission on a Form 8-K.
On June 27, 2005, INTERMET and its subsidiaries filed a Disclosure Statement with the Bankruptcy Court in connection with the Plans of Reorganization. On June 28, 2005, INTERMET filed a copy of the Disclosure Statement with the Securities and Exchange Commission on a Form 8-K.
On August 12, 2005, INTERMET and its subsidiaries filed an Amended Plans of Reorganization with the Bankruptcy Court. On August 15, 2005, INTERMET filed a copy of the Amended Plans of Reorganization with the Securities and Exchange Commission on a Form 8-K.
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On August 12, 2005, INTERMET and its subsidiaries filed an Amended Disclosure Statement with the Bankruptcy Court related to the Amended Plans of Reorganization. On August 15, 2005, INTERMET filed a copy of the Amended Disclosure Statement with the Securities and Exchange Commission on a Form 8-K.
On September 26, 2005, the Bankruptcy Court entered an order confirming INTERMET’s Amended Plans of Reorganization. Under the confirmed Plans of Reorganization there are a number of conditions that must be satisfied in order for the confirmed Plans to become effective, including the closing and initial funding of a post-bankruptcy credit facility. INTERMET has received a commitment letter from Goldman, Sachs & Co. with respect to this facility, and is in the process of negotiating a definitive credit facility.
Ironton’s Amended Plan of Reorganization as confirmed by the Bankruptcy Court on September 26, 2005, provides that the interests of Ironton’s preferred shareholders will be cancelled on the date the Amended Plan of Reorganization becomes effective.
Links to these and other INTERMET public filings can be found on INTERMET’s website at www.intermet.com.
Financial Information about Segments
Ironton was a single operating unit with essentially one product line. Virtually all sales were made to one geographic area (United States). Thus, Ironton had only one reportable segment.
Products, Markets and Sales
This is no longer applicable as Ironton has ceased operations and is in liquidation.
Design, Manufacturing and Machining
This is no longer applicable as Ironton has ceased operations and is in liquidation.
Raw Materials
This is no longer applicable as Ironton has ceased operations and is in liquidation.
Cyclicality and Seasonality
This is no longer applicable as Ironton has ceased operations and is in liquidation.
Backlog
This is no longer applicable as Ironton has ceased operations and is in liquidation.
Competition
This is no longer applicable as Ironton has ceased operations and is in liquidation.
Research and Development
This is no longer applicable as Ironton has ceased operations and is in liquidation.
Employees
Since the first quarter of 2001, Ironton has not employed any salaried or hourly employees.
Environmental Matters
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Ironton’s operations were subject to various federal, state and local laws and regulations relating to the protection of the environment. These regulations, which are implemented principally by the United States Environmental Protection Agency and the Ohio Environmental Protection Agency, govern the management of solid and hazardous waste, the discharge of pollutants into the air and into the surface and ground waters and the manufacture, treatment and disposal of hazardous and non-hazardous substances.
Ironton currently does not anticipate any environmental costs that would have a material adverse effect on its net liabilities in liquidation or its ability to liquidate its assets. However, there is no assurance that Ironton’s previous activities at its Ironton, Ohio site will not give rise to actions by governmental agencies or private parties which could cause Ironton to incur fines, penalties, damages, cleanup costs or other similar expenses.
Item 2. Properties
Ironton owned its foundry and offices located at 2520 South Third Street, Ironton, Ohio. The foundry and offices consisted of an aggregate of 514,000 square feet of buildings situated on 26 acres of land zoned for industrial use. Demolition of the foundry buildings was completed in the third quarter of 2001. Ironton continues to own the real property at this location.
Item 3. Legal Proceedings
On September 29, 2004, INTERMET and 17 of its wholly-owned domestic subsidiaries, including Ironton, filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Michigan. The Chapter 11 cases have been consolidated for the purposes of joint administration asIn re: INTERMET Corporation, et al (Case No. 04-67597). Subsidiaries other than the above described domestic subsidiaries, including foreign subsidiaries, are not parties to the Chapter 11 cases and are operating in the normal course. For further discussion, see Item 1, Business, “Proceedings Under Chapter 11 of the Bankruptcy Code.”
Ironton is not currently a party to any other legal proceedings associated with its former business that Ironton believes will have a material adverse effect on its net liabilities in liquidation or its ability to liquidate assets.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders of Ironton during the fiscal year.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
There is no established public trading market for Ironton’s common stock or Series A Cumulative Preferred Stock. As of June 30, 2005, INTERMET was the sole holder of the common stock and, accordingly, none of the registrant’s common stock was held by non-affiliates of the registrant. Therefore, the aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant was zero. As of this same date, there were 1,389 holders of Series A Cumulative Preferred Stock. Ironton has not sold unregistered securities within the past three years.
As part of INTERMET’S 1988 purchase of Ironton, the previous common stockholders approved a recapitalization of Ironton. Under the recapitalization, the previous common stockholders each received an equivalent number of shares of newly issued Series A Cumulative Preferred Stock having a par value of $200 per share and dividend rights of $10 per share per year with an aggregate par value of $2.3 million. The preferred shares, by their terms, were to be redeemed at par value from cumulative net income, if any, in four annual installments beginning in 1993. Ironton incurred a cumulative net loss of $120.2 million from 1988 through December 31, 1999, the date Ironton adopted the liquidation basis of accounting.
The aggregate par value of the preferred stock, related accumulated dividends, common stock, additional paid-in capital and accumulated deficit were eliminated from Ironton’s financial statements in connection with the adoption of the liquidation basis of accounting at December 31, 1999 because management believed that when the plan of liquidation was complete there would not be any assets available for distribution to preferred or common stockholders. Ironton’s Amended Plan of Reorganization as confirmed by the Bankruptcy Court on September 26, 2005 provides that the interests of Ironton’s preferred stockholders will be cancelled.
Item 6. Selected Financial Data
See Ironton’s audited financial statements included in Item 8 of this report, incorporated herein by reference.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this report, excluding the financial statements and related notes, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in these sections, the words “anticipate”, “believe”, “estimate” and “expect” and similar expressions are generally intended to identify forward-looking statements. Readers are cautioned that any forward-looking statements, including statements regarding the intent, belief or current expectations of Ironton or its management, are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors including, but not limited to:
| • | | the ability of Ironton to liquidate its assets at the stated values, |
| • | | the future costs that may be associated with the liquidation, including, but not limited to, environmental remediation work that may be required at Ironton’s property for which Ironton has no accrual, and |
| • | | other risks detailed from time to time in Ironton’s filings with the Securities and Exchange Commission. |
Ironton undertakes no obligation to publicly update or revise any forward-looking statements.
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Plant Closure and Liquidation Update
Ironton’s foundry ceased operations on March 31, 2000 and demolition of the plant was completed in the third quarter of 2001.
At December 31, 1999, Ironton had $7.8 million accrued for the remaining costs to be incurred as a result of the shutdown. During 2000 Ironton incurred $5.2 million for environmental remediation and demolition of the plant, and $1.0 million for severance and employee benefits for approximately 100 salaried employees. Ironton also paid $1.0 million in severance and employee benefits for approximately 500 union employees, an amount which was not previously accrued.
In 2001, Ironton incurred $1.5 million for professional fees for environmental remediation. We also paid $0.4 million against an accrual for workers’ compensation. Additionally, we paid $0.8 million in workers’ compensation and group insurance which was not previously accrued and was recorded directly to the statement of deficiency.
In 2002, Ironton incurred $0.2 million for workers’ compensation claims, $0.3 million for health insurance and $0.1 million for environmental remediation. Those amounts, not accrued previously, were recorded directly to the statement of deficiency.
In 2003, Ironton paid $0.1 million for workers’ compensation claims, which were accrued previously. We also accrued an additional $0.4 million for future workers’ compensation claims based on upward claims development. In addition, we incurred $0.2 million for health insurance which was not accrued previously and was recorded directly to the statement of deficiency. The “Accrued liabilities” of $0.5 million as of December 31, 2003 in the accompanying statements of net liabilities in liquidation were management’s estimate of the remaining costs for workers’ compensation.
In 2004, Ironton paid $0.1 million for workers’ compensation claims which were accrued previously. In addition, we recorded an asset impairment charge of $0.3 million, increased the accrual for workers’ compensation by $0.5 million and recorded $0.1 million for legal expenses which were not accrued previously. The asset impairment charge of $0.3 million, the additional workers’ compensation charge of $0.5 million and legal expenses of $0.1 million were recorded directly to the statement of deficiency. There were liabilities of $0.9 million as of September 29, 2004 consisting of management’s estimate of the remaining costs for workers’ compensation of $0.8 million and accrued legal expenses of $0.1 million, which are subject to compromise pursuant to the bankruptcy proceedings discussed below. In accordance with liquidation accounting, these accrued liabilities have been adjusted to their estimated fair value of zero.
Under the terms of Ironton’s Amended Plan of Reorganization filed with the Bankruptcy Court on August 12, 2005, Ironton’s general unsecured creditors had the option of selecting the “Cash Out Amount,” “New Common Stock and Rights” or “Inducement Cash.” In August, 2005 such unsecured creditors selected or, under the terms of the Amended Plan of Reorganization were allocated, the Cash Out Amount, which will result in payment to these parties of approximately $25,000 upon Ironton’s emergence from bankruptcy.
Prior to the September 29, 2004 bankruptcy filings, INTERMET funded the required payments discussed above and increased the amount due to affiliates.
Assets and Liabilities following the Plan for Orderly Shutdown
As a result of the plan for orderly shutdown, Ironton adopted the liquidation basis of accounting as of December 31, 1999. The liquidation basis of accounting requires that assets and liabilities be stated at their estimated fair values. Accordingly, the statement of net liabilities in liquidation reflects assets and liabilities based on their estimated fair values at December 31, 2004 and December 31, 2003. The statement of net liabilities in liquidation has been presented on such basis to provide more relevant information. However, as a result of the plan for orderly shutdown, comparative information and certain other disclosures are not meaningful and have not been presented in the Management’s Discussion and Analysis of Financial Condition and Results of Operations and accompanying financial statements.
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Ironton’s remaining real property and machinery were segregated on the statement of net liabilities in liquidation as assets held for sale. Their balance was reduced from $0.9 million in 2002 to the estimated fair value of $0.3 million at December 31, 2003. The 2003 asset impairment charge of $0.6 million was recorded directly to the statement of deficiency. In September 2004, the balance was reduced from $0.3 million to the estimated fair value of zero as these assets remain unsold since the reclassification to assets held for sale in 1999. The asset impairment charge of $0.3 million was recorded directly to the statement of deficiency.
Guarantee of Debt
On June 13, 2002, INTERMET, completed an unsecured senior note offering of $175.0 million (the “Senior Notes”), which were to mature in 2009. The Senior Notes are guaranteed by certain of INTERMET’s domestic wholly-owned subsidiaries, including Ironton. INTERMET is in default under the Senior Notes. A claim has been filed against INTERMET and all guarantors, including Ironton, related to the Senior Notes. The claims of the Senior Note holders, including claims under Ironton’s guarantee, are being satisfied by the issuance of INTERMET stock or cash, paid by INTERMET, pursuant to the Amended Plans of Reorganization.
On January 8, 2004, INTERMET refinanced its then-existing bank credit agreement by entering into a First Amended and Restated Credit Agreement, subsequently amended through April 13, 2004 (“Bank Credit Agreement”), which provided for a $90.0 million revolving credit line and a $120.0 million term loan. The $90.0 million revolving credit portion has a maturity date of January 8, 2009, and the $120 million term loan has a maturity date of January 8, 2010. Ironton continues to be a guarantor of this borrowing by INTERMET, and continues to pledge and mortgage all of its assets to secure that guaranty. Due to the filing of the bankruptcy proceedings on September 29, 2004, INTERMET is in default under the Bank Credit Agreement.
On October 22, 2004, INTERMET entered into a $60.0 million debtor-in-possession credit facility, as amended by nine amendments through October 14, 2005 (the “DIP Facility”), to supplement its liquidity and fund operations during the bankruptcy proceedings. Ironton is a guarantor of the DIP Facility and has pledged and mortgaged all of its assets to service that guaranty.
See additional discussion regarding INTERMET’s debt and Ironton’s guarantees in Note 5 to the Financial Statements, Guarantee of Debt, in Item 8 to this report.
Because of INTERMET’s defaults under Senior Notes and the Bank Credit Agreement, claims under Ironton’s guarantees have been made by the lenders under the Bank Credit Agreement and the indenture trustee on behalf of the holders of the Senior Notes.
Proceedings under Chapter 11 of the Bankruptcy Code
On September 29, 2004, INTERMET and 17 of its wholly-owned domestic subsidiaries, including Ironton, filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (“the Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Michigan (the “Bankruptcy Court”). These Chapter 11 cases have been consolidated for the purposes of joint administration as In re:INTERMET Corporation, et al. (Case No. 04-67597).
On June 24, 2005, INTERMET and its subsidiaries for which bankruptcy petitions were filed, including Ironton, filed Plans of Reorganization with the Bankruptcy Court. On June 27, 2005, INTERMET filed a copy of the Plans of Reorganization with the Securities and Exchange Commission on a Form 8-K.
On June 27, 2005, INTERMET and its subsidiaries filed a Disclosure Statement with the Bankruptcy Court in connection with the Plans of Reorganization. On June 28, 2005, INTERMET filed a copy of the Disclosure Statement with the Securities and Exchange Commission on a Form 8-K.
On August 12, 2005, INTERMET and its subsidiaries filed an Amended Plans of Reorganization with the Bankruptcy Court. On August 15, 2005, INTERMET filed a copy of the Amended Plans of Reorganization with the Securities and Exchange Commission on a Form 8-K.
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On August 12, 2005, INTERMET and its subsidiaries filed an Amended Disclosure Statement with the Bankruptcy Court related to the Amended Plans of Reorganization. On August 15, 2005, INTERMET filed a copy of the Amended Disclosure Statement with the Securities and Exchange Commission on a Form 8-K.
On September 26, 2005, the Bankruptcy Court entered an order confirming INTERMET’s Amended Plans of Reorganization. Under the confirmed Plans of Reorganization there are a number of conditions that must be satisfied in order for the confirmed Plans to become effective, including the closing and initial funding of a post-bankruptcy credit facility. INTERMET has received a commitment letter from Goldman, Sachs & Co. with respect to this facility, and is in the process of negotiating a definitive credit facility.
Ironton’s Amended Plan of Reorganization as confirmed by the Bankruptcy Court on September 26, 2005, provides that the interests of Ironton’s preferred shareholders will be cancelled on the date the Amended Plan of Reorganization becomes effective.
Accounting Impact of Bankruptcy Proceedings
As described above, on September 29, 2004 INTERMET and 17 of its wholly-owned subsidiaries, including Ironton, filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. As Ironton has previously adopted the liquidation basis of accounting, pre-petition liabilities have been recorded at their estimated fair value, which is zero due to the bankruptcy proceedings.
Under the terms of Ironton’s Amended Plan of Reorganization filed with the Bankruptcy Court on August 12, 2005, Ironton’s general unsecured creditors had the option of selecting the “Cash Out Amount,” “New Common Stock and Rights” or “Inducement Cash.” In August, 2005 such unsecured creditors selected or, under the terms of the Amended Plan of Reorganization were allocated, the Cash Out Amount, which will result in payment to these parties of approximately $25,000 upon Ironton’s emergence from bankruptcy.
Item 7A. Quantitative and Qualitative Disclosures about Market Risks
This is no longer applicable as Ironton has ceased operations and is in liquidation.
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Item 8. Financial Statements and Supplementary Data
Ironton Iron, Inc.
(In Process of Orderly Shutdown)
Statements of Net Liabilities in Liquidation
(in thousands of dollars)
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2004 | | | 2003 | |
| | | | | | | (Restated) | |
| Assets: | | | | | | | | |
| Assets held for sale | | $ | — | | | $ | 341 | |
| Due from affiliates | | | — | | | | 140 | |
| | | | | | | |
| Total assets | | | — | | | | 481 | |
| | | | | | | | | |
| Liabilities: | | | | | | | | |
| Accrued liabilities | | | — | | | | 481 | |
| Liabilities subject to compromise: | | | | | | | | |
| At recorded amounts | | | 947 | | | | — | |
| Adjustment to fair value | | | (947 | ) | | | — | |
| | | | | | | |
| Total liabilities subject to compromise | | | — | | | | — | |
| | | | | | | |
| Total liabilities | | | — | | | | 481 | |
| | | | | | | |
| | | | | | | | | |
| Net liabilities in liquidation | | $ | — | | | $ | — | |
| | | | | | | |
See accompanying notes.
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Ironton Iron, Inc.
(In Process of Orderly Shutdown)
Statement of Deficiency
(in thousands of dollars)
| | | | | |
| | | Year ended | |
| | | December 31, 2004 | |
| | | (Restated) | |
| Net liabilities in liquidation at December 31, 2003, as originally reported | | $ | 74,049 | |
| Adjustment of amounts due to/from affiliates to fair value | | | (74,049 | ) |
| | | | |
| Net liabilities in liquidation at December 31, 2003, as restated | | | — | |
| Adjustment to fair value of assets held for sale | | | (341 | ) |
| Adjustment of amount due from affiliates | | | (10 | ) |
| Adjustment of accrued liabilities to fair value, net | | | 351 | |
| | | | |
| Net liabilities in liquidation at December 31, 2004 | | $ | — | |
| | | | |
See accompanying notes.
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Ironton Iron, Inc.
(In Process of Orderly Shutdown)
Notes to Financial Statements
December 31, 2004
1. Background and Summary of Significant Accounting Policies
Background and Summary of Significant Developments
Ironton Iron, Inc. (“Ironton”) was engaged in the production and sale of ductile iron castings, primarily for the transportation industry. INTERMET Corporation (“INTERMET”) owns all of the issued and outstanding common stock of Ironton. As part of INTERMET’s 1988 purchase of Ironton, the previous stockholders of Ironton approved a recapitalization of Ironton. Under the recapitalization, the existing common stockholders each received an equivalent number of shares of Ironton’s newly-issued Series A Cumulative Preferred Stock having a par value of $200 per share and dividend rights of $10 per share per year with an aggregate par value of $2.3 million. The preferred shares, by their terms, were to be redeemed at par value from cumulative net income, if any, in four annual installments beginning in 1993. Ironton incurred a cumulative net loss of $120.2 million from when INTERMET purchased it in 1988 to December 1999. Therefore, none of the preferred shares were redeemed and no dividends were declared or paid.
During the fourth quarter of 1999, INTERMET’s board of directors authorized the closure of Ironton. On December 7, 1999, INTERMET’s management approved the closure and announced its plan for the liquidation of Ironton. Pursuant to the decision to close this foundry, Ironton’s assets were classified as held for sale in its financial statements and valued at estimated fair market value. Management believed that, when the plan for orderly shutdown was complete, it was unlikely that there would be any assets available for distribution to its preferred or common stockholders and Ironton did not contemplate any such distributions. Therefore, the aggregate par value of the preferred stock and related accumulated dividends, common stock, additional paid-in capital and accumulated deficit were all eliminated from Ironton’s statement of net liabilities in liquidation in connection with the adoption of the liquidation basis of accounting.
Operations at the foundry continued through the first quarter of 2000 in order to fill customer needs. The foundry ceased operations at the end of the first quarter 2000 and demolition of the foundry buildings was completed in the third quarter of 2001.
In 2004, Ironton paid $0.1 million for workers’ compensation claims which were accrued previously. In addition, we recorded an asset impairment charge of $0.3 million, increased the accrual for workers’ compensation by $0.5 million and recorded $0.1 million for legal expenses which were not accrued previously. The asset impairment charge of $0.3 million, the additional workers’ compensation charge of $0.5 million and legal expenses of $0.1 million were recorded directly to the statement of deficiency. There were liabilities of $0.9 million as of September 29, 2004 consisting of management’s estimate of the remaining costs for workers’ compensation of $0.8 million and accrued legal expenses of $0.1 million, which are subject to compromise pursuant to the bankruptcy proceedings discussed below. In accordance with liquidation accounting, these accrued liabilities have been adjusted to their estimated fair value of zero.
Under the terms of Ironton’s Amended Plan of Reorganization filed with the Bankruptcy Court on August 12, 2005, Ironton’s general unsecured creditors had the option of selecting the “Cash Out Amount,” “New Common Stock and Rights” or “Inducement Cash.” In August, 2005 such unsecured creditors selected or, under the terms of the Amended Plan of Reorganization were allocated, the Cash Out Amount, which will result in payment to these parties of approximately $25,000 upon Ironton’s emergence from bankruptcy.
In the fourth quarter of 2003, after considering the current market conditions, we wrote down the carrying value of the remaining real property and machinery from $0.9 million in 2002 to the estimated fair value of $0.3 million. This amount is included as “Assets held for sale” on the accompanying statement of net liabilities in liquidation at December 31, 2003. In September 2004, after considering the current market conditions, we wrote down the carrying value of the remaining real property and machinery from $0.3 million in 2003 to zero.
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Ironton Iron, Inc.
(In Process of Orderly Shutdown)
Notes to Financial Statements
1. Background and Summary of Significant Accounting Policies (continued)
Proceedings under Chapter 11 of the Bankruptcy Code
On September 29, 2004, INTERMET and 17 of its wholly-owned domestic subsidiaries, including Ironton, filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Michigan. These Chapter 11 cases have been consolidated for the purposes of joint administration as In re:INTERMET Corporation, et al. (Case No. 04-67597).
On June 24, 2005, INTERMET and its subsidiaries for which bankruptcy petitions were filed, including Ironton, filed Plans of Reorganization with the Bankruptcy Court. On June 27, 2005, INTERMET filed a copy of the Plans of Reorganization with the Securities and Exchange Commission on a Form 8-K.
On June 27, 2005, INTERMET and its subsidiaries filed a Disclosure Statement with the Bankruptcy Court in connection with the Plans of Reorganization. On June 28, 2005, INTERMET filed a copy of the Disclosure Statement with the Securities and Exchange Commission on a Form 8-K.
On August 12, 2005, INTERMET and its subsidiaries filed an Amended Plans of Reorganization with the Bankruptcy Court. On August 15, 2005, INTERMET filed a copy of the Amended Plans of Reorganization with the Securities and Exchange Commission on a Form 8-K.
On August 12, 2005, INTERMET and its subsidiaries filed an Amended Disclosure Statement with the Bankruptcy Court related to the Amended Plans of Reorganization. On August 15, 2005, INTERMET filed a copy of the Amended Disclosure Statement with the Securities and Exchange Commission on a Form 8-K.
On September 26, 2005, the Bankruptcy Court entered an order confirming INTERMET’s Amended Plans of Reorganization. Under the confirmed Plans of Reorganization there are a number of conditions that must be satisfied in order for the confirmed Plans to become effective, including the closing and initial funding of a post-bankruptcy credit facility. INTERMET has received a commitment letter from Goldman, Sachs & Co. with respect to this facility, and is in the process of negotiating a definitive credit facility.
Ironton’s Amended Plan of Reorganization as confirmed by the Bankruptcy Court on September 26, 2005, provides that the interests of Ironton’s preferred shareholders will be cancelled on the date the Amended Plan of Reorganization becomes effective.
Basis of Accounting
Ironton adopted the liquidation basis of accounting as of December 31, 1999. The liquidation basis of accounting requires that assets and liabilities be stated at their estimated fair value. Accordingly, the statement of net liabilities in liquidation reflects assets and liabilities based on their estimated fair values. Changes in the estimated liquidation value of assets and liabilities are recognized in the statement of deficiencies in the period in which such changes are known. The statement of net liabilities in liquidation has been presented on such basis to provide more relevant information. However, as a result of the adoption of the plan for liquidation, comparative information using accounting principles applicable to a going concern and certain other disclosures are not meaningful and have not been presented in the accompanying financial statements.
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Ironton Iron, Inc.
(In Process of Orderly Shutdown)
Notes to Financial Statements
1. Background and Summary of Significant Accounting Policies (continued)
Restatement of December 31, 2003 Statement of Net Liabilities in Liquidation
Prior to 2004, Ironton presented amounts due to affiliates of $74.2 million at the face amount of payments made by such affiliate on their behalf in the statement of net liabilities in liquidation. This statement has been restated in these financial statements to reflect such liability at its estimated settlement amount of zero, which is deemed to be fair value under the liquidation basis of accounting.
Liabilities Subject to Compromise
Liabilities subject to compromise refers to liabilities of the debtors incurred prior to September 29, 2004 and represent the estimates of known or potential pre-petition claims to be resolved in connection with the bankruptcy proceedings. Such claims remain subject to future proceedings. Payment terms for these claims will be established in connection with the bankruptcy proceedings. Accrued liabilities in the amount of $0.9 million are subject to compromise. In accordance with liquidation accounting, the accrued liabilities have been adjusted to the estimated fair value of zero. These claims will be subsequently settled at approximately $25,000 upon Ironton’s emergence from bankruptcy.
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles in the United States under the liquidation basis of accounting requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Ironton has made significant estimates relative to the valuation of all its assets and liabilities, including, among others, the fair value of assets held for sale and liabilities subject to compromise. Actual results may differ from amounts estimated.
2. Income Taxes
INTERMET files a consolidated federal income tax return that includes Ironton. Ironton’s income tax provisions are calculated and reported as if Ironton filed a separate federal income tax return. During the year ended December 31, 2004, no provision for income tax benefit has been recorded as the income tax benefit for the losses incurred has been fully reserved. Deferred tax assets are fully reserved at December 31, 2004 and 2003.
3. Related Party Transactions
INTERMET incurs various selling, general and administrative costs principally related to salaries, professional services, aircraft and occupancy, which are allocated to each of its subsidiaries, including Ironton. Based on INTERMET’s decision to close the Ironton foundry during 2000, no allocation was made to Ironton for the administrative expenses incurred during 2004.
At December 31, 2004 and 2003, outstanding aggregate advances from INTERMET to Ironton were $74.2 million and $73.9 million, respectively. In accordance with liquidation accounting, these advances have been adjusted to their estimated settlement amount (i.e., fair value) of zero.
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Ironton Iron, Inc.
(In Process of Orderly Shutdown)
Notes to Financial Statements
4. Commitments and Contingencies
Ironton is a not currently a party to any legal proceedings that we believe are likely to have a material adverse effect on Ironton’s financial condition. Ironton was and is subject to federal, state and local environmental laws and regulations concerning, among other things, air emissions, effluent discharges, storage, treatment and disposal of hazardous materials and remediation of contaminated soil and groundwater. Activities that we conducted at the Ironton plant site could result in future liability for historical releases of hazardous substances, which could be material to Ironton’s financial condition.
5. Guarantee of Debt
Senior Notes
On June 13, 2002, INTERMET completed an unsecured senior note offering of $175.0 million (the “Senior Notes”), which were to mature on June 15, 2009. The Senior Notes are guaranteed by certain of INTERMET’s domestic wholly-owned subsidiaries, including Ironton (“Combined Guarantor Subsidiaries”). Certain of INTERMET’s domestic subsidiaries (Intermet International, Inc., Intermet Holding Company, Transnational Indemnity Company, and Western Capital Corporation) and all of INTERMET’s foreign subsidiaries are not guarantors of the senior notes (“Combined Non-Guarantor Subsidiaries”). The Combined Non-Guarantor Subsidiaries had approximately $21.3 million of debt outstanding as of December 31, 2004. INTERMET is in default under the Senior Notes and a claim has been made on Ironton’s guaranty by the indenture trustee on behalf of the holders of the Senior Notes. The guarantees are unconditional and joint and several. A claim has been filed against INTERMET and all guarantors, including Ironton, related to the Senior Notes. The claims of the Senior Note holders, including claims under Ironton’s guarantee, are being satisfied by the issuance of INTERMET stock or cash, paid by INTERMET, pursuant to the Amended Plans of Reorganization.
Bank Credit Agreement
On January 8, 2004, INTERMET refinanced its then-existing bank credit agreement by entering into a First Amended and Restated Credit Agreement, subsequently amended through April 13, 2004 (“Bank Credit Agreement”), which provided for a $90.0 million revolving credit line and a $120.0 million term loan. The $90.0 million revolving credit portion has a maturity date of January 8, 2009, and the $120 million term loan has a maturity date of January 8, 2010. Ironton continues to be a guarantor of this borrowing by INTERMET, and continues to pledge and mortgage all of its assets to secure that guaranty. Due to the filing of the bankruptcy proceedings on September 29, 2004, INTERMET is in default under the Bank Credit Agreement and the lenders under the Bank Credit Agreement have made a claim under Ironton’s guaranty. As of December 31, 2004, the total amount in default was $188.9 million, including outstanding term loan of $119.7 million, outstanding revolving credit of $43.7 million, outstanding letters of credit of $24.4 million and accrued interest of $1.1 million.
In addition to borrowings under the $90.0 million credit line, INTERMET also had standby letters of credit outstanding totaling $24.4 million as of December 31, 2004. The letters of credit are used to guarantee the payment or performance of various INTERMET obligations, such as workers compensation and environmental remediation. These letters of credit are issued with one year maturity dates and re-issued for an additional year upon each maturity date. Any draws under the letters of credit increase the bank revolver balance and have a corresponding decrease in the outstanding letter of credit amounts.
14
Ironton Iron, Inc.
(In Process of Orderly Shutdown)
Notes to Financial Statements
5. Guarantee of Debt (continued)
Debtor-in-Possession Credit Facility
On October 22, 2004, INTERMET entered into a $60.0 million debtor-in-possession credit facility, as amended by nine amendments through October 14, 2005 (the “DIP Facility”), to supplement its liquidity and fund operations during the bankruptcy proceedings. Ironton is a guarantor of the DIP Facility and has pledged and mortgaged all of its assets to secure that guaranty. At December 31, 2004 and September 30, 2005, INTERMET was in compliance with all debt covenants under its DIP Facility. As of December 31, 2004 the balance outstanding under the DIP Facility was $3.0 million. The issuance of letters of credit also reduces the amount available under the DIP Facility. As of December 31, 2004, INTERMET had $4.5 million in letters of credit outstanding under the DIP Facility.
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholder
Ironton Iron, Inc.
We have audited the accompanying statements of net liabilities in liquidation of Ironton Iron, Inc. (“the Company”) (a wholly-owned subsidiary of INTERMET Corporation) as of December 31, 2004 and 2003 and the statement of deficiency for the year ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As described in Note 1 to the financial statements, the Board of Directors of INTERMET Corporation authorized the closure of the Company and on December 7, 1999, INTERMET’s management announced its plan for the liquidation of the Company. Accordingly, the Company adopted the liquidation basis of accounting effective December 31, 1999.
As discussed in Note 1, the December 31, 2003 statement of liabilities in liquidation has been restated to record amounts due to affiliates at fair value.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net liabilities in liquidation of Ironton Iron, Inc. as of December 31, 2004 and 2003 and the changes in net liabilities in liquidation for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States, applied on the basis described in the preceding paragraph.
| | | |
| | | |
| /s/ Ernst & Young LLP | | |
| | | |
| Troy, Michigan | | |
| October 5, 2005 | | |
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the year covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective in timely alerting them to material information relating to us that is required to be included in our periodic Securities and Exchange Commission reports. This conclusion was reached because of the material weakness in internal control over financial reporting reported by INTERMET as described below as well as Ironton’s restatement of the December 31, 2003 statement of net liabilities in liquidation.
Report on Internal Control over Financial Reporting
The following report was included under Item 9A of INTERMET’s Annual Report on Form 10-K, filed June 24, 2005 and to the extent of the financial statement closing process is equally applicable to Ironton:
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2004. This assessment identified a material weakness in internal control over financial reporting relating to our financial statement closing process. The material weakness was the result of a substantial increase in the volume of financial reporting requirements associated with our Chapter 11 bankruptcy proceedings and employee turnover, which resulted in an insufficient compliment of accounting personnel and expertise. As a result, we were not able to prepare consolidated financial statements to meet regulatory filing requirements and deadlines in the course of our financial statement closing process. Additionally, adjustments were detected during the year-end audit process that resulted in a revision of income tax expense and accrued income tax liabilities related to the conversion of foreign entity financial statements from local GAAP to United States GAAP during the consolidation process and entries related to the write-off of capitalized debt issuance costs associated with our outstanding senior notes as required by applicable accounting guidance for companies in Chapter 11 bankruptcy proceedings. These items were corrected and reflected in the audited consolidated financial statements as of and for the year ended December 31, 2004. A material weakness is defined as a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the consolidated financial statements will not be prevented or detected. Our process to assess internal controls over financial reporting was also delayed and negatively affected due to the resignation of our manager of internal audit shortly after we filed our Chapter 11 proceedings and also because the engagement of our external consultants for the assessment project was delayed for more than three months due to the approval process required under our Chapter 11 bankruptcy proceedings.
In making its assessment of internal control over financial reporting, management used the criteria established in the frameworkInternal Control — Integrated Framework,issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of the material weakness described in the preceding paragraph,
17
management has concluded that, as of December 31, 2004, the Company’s internal control over financial reporting was not effective based on those criteria. Our external auditors, Ernst & Young LLP, have issued an attestation report with respect to this assessment. The corrections noted were included in the December 31, 2004 financial results and Ernst & Young LLP has issued an unqualified opinion with respect to our financial statements for that period.
Changes in Internal Control Over Financial Reporting
To remediate the material weakness discussed above, INTERMET has taken a number of steps including the hiring of a Director of Corporate Accounting and working with search firms to assist with hiring additional accounting and internal control expertise. In addition, INTERMET has mitigated the burden of bankruptcy reporting through reallocation of accounting resources and through increased proficiency with the bankruptcy reports. INTERMET was current with the SEC reporting requirements effective with the second quarter 2005 Form 10-Q.
Item 9B. Other Information
None
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PART III
Item 10. Directors and Executive Officers of the Registrant
As of December 31, 2004, the directors and executive officers of Ironton, their respective ages, positions, date of election and principal occupations were as follows:
| | | |
| Name (Age) | | Principal Position(s) |
| | | |
| Robert E. Belts (55) | | President and Director |
| | | |
| Alan J. Miller (56) | | Vice President, Secretary and Director |
Mr. Belts joined INTERMET as Vice President – Finance and Chief Financial Officer in August of 2002 following 14 years with Detroit Diesel Corporation, a manufacturer of heavy-diesel engines. He served as Senior Vice President of Finance and Chief Financial Officer of Detroit Diesel from March 1998 to July 2002 and as Vice President of Finance and Controller from January 1995 to February 1998 before joining INTERMET. During 2002, Mr. Belts was elected as a Director and President of Ironton.
Mr. Miller joined INTERMET in July 1998 as Corporate General Counsel and was named Vice President and General Counsel in August 1999. He served as Vice President, General Counsel and Secretary at Libbey-Owens-Ford Co., an automotive parts supplier, from February 1987 to July 1998. Mr. Miller was elected as a Director and Secretary of Ironton in April of 2000 and as a Vice President of Ironton in 2002.
There are no family relationships between the officers and directors of Ironton.
The term of office for each director commences with his election and continues until his successor is elected and qualified.
Code of Conduct
INTERMET, which owns all of the issued and outstanding common stock of Ironton, has adopted a written code of ethics which is applicable to its executive officer and chief financial officer, corporate controller, as well as applicable to all of its directors, officers and employees, including directors, officers and employees of its subsidiaries, such as Ironton. A copy of the INTERMET Corporation Code of Conduct is available free of charge at INTERMET’s website at www.intermet.com.
Item 11. Executive Compensation
Ironton has paid no compensation or offered any benefits of any kind to its executive officers or members of the Board of Directors since its acquisition by IFI in 1988 (and subsequently by INTERMET).
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
As of September 30, 2005, none of the officers or directors of Ironton beneficially owned any of Ironton’s common stock, the only class of voting securities of Ironton. As of this same date, INTERMET Corporation, 5445 Corporate Drive, Suite 200, Troy, Michigan 48098-2683, owned 23,000 shares of Ironton’s common stock (100% of the class).
Item 13. Certain Relationships and Related Transactions
None.
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Item 14. Principal Accountant Fees and Services
INTERMET paid principal accountant fees for services provided to INTERMET and its subsidiaries. Based on INTERMET’s decision to close the Ironton foundry during 2000, no allocation was made to Ironton for the principal accountant fees incurred during 2004 and 2003.
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PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements
The following financial statements of Ironton are included in Item 8 of this report.
| | • | | Statements of Net Liabilities in Liquidation at December 31, 2004 and 2003 |
| |
| | • | | Statement of Deficiency for the year ended December 31, 2004 |
| |
| | • | | Notes to Financial Statements |
| |
| | • | | Report of Independent Auditors |
2. Financial Statement Schedules
Ironton has excluded the financial statement schedules required by Regulation S-X because the information required to be contained in them is not applicable.
3. Exhibits
See Index to Exhibits below.
Ironton did not file any reports on Form 8-K for the fourth quarter of 2004.
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SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | |
| | | Ironton Iron, Inc. |
| | | | | |
| | | By: | | /s/ Robert E. Belts |
| | | | | |
| | | | | Robert E. Belts |
| | | | | President and Director of Ironton Iron, Inc. |
| | | | | (Principal Executive Officer and Principal Financial Officer) |
| | | | | |
| | | By: | | /s/ Alan J. Miller |
| | | | | |
| | | | | Alan J. Miller |
| | | | | Director |
| | | | | |
| | | Date: October 31, 2005 |
Exhibit Index
The following exhibits are filed with pursuant to Item 601 of Regulation S-K of the Securities Exchange Act of 1933, as amended:
| | | | | |
| Exhibit | | | | |
| Number | | Description of Exhibit | | Method of Filing |
| | | | | |
| 2.1 | | Plans of Reorganization | | Included as Exhibit 99.1 to INTERMET Form 8-K filed June 27, 2005 |
| | | | | |
| 2.2 | | Disclosure Statement | | Included as Exhibit 99.1 to INTERMET Form 8-K filed June 28, 2005 |
| | | | | |
| 2.3 | | Amended Plans of Reorganization | | Included as Exhibit 99.1 to INTERMET Form 8-K filed August 15, 2005 |
| | | | | |
| 2.4 | | Amended Disclosure Statement | | Included as Exhibit 99.2 to INTERMET Form 8-K filed August 15, 2005 |
| | | | | |
| 3.1 | | Articles of Incorporation of Ironton Iron, Inc., as amended | | Included as Exhibit 3.1 and 4 to Ironton’s Annual Report on Form 10-K for the 1988 fiscal year, File No. 0-17028. |
| | | | | |
| 3.2 | | Code of Regulations of Ironton Iron, Inc., as amended | | Included as Exhibit 3.2 to Ironton’s Annual Report on Form 10-K for the 1988 fiscal year, File No. 0-17028. |
| | | | | |
| 4.1 | | Indenture dated as of June 13, 2002 among INTERMET Corporation, U.S. Bank National Association, Ironton Iron, Inc. and other guarantors named therein | | Included as Exhibit 4.1 to INTERMET’s Form S-4 File No. 333-97245 filed July 29, 2002 |
| | | | | |
| 4.2 | | Registration Rights Agreement dated as of June 13, 2002 among INTERMET Corporation, Ironton Iron, Inc. and other Guarantors named therein, and Deutsche Bank Securities Inc., Banc of America Securities LLC, Scotia Capital (USA) Inc., Sun Trust Capital Markets, Inc., Banc One Capital Markets, Inc., Comerica Securities, Inc., and ABN AMRO Incorporated | | Included as Exhibit 4.3 to INTERMET’s Form S-4 File No. 333-97245 filed July 29, 2002 |
| | | | | |
| 4.3 | | Forms of 9 3/4% Senior Notes of $175,000,000 of INTERMET Corporation due 2009 | | Included as Exhibits A and B to Indenture included as Exhibit 4.1 to INTERMET’s Form S-4 Registration Statement No. 333-97245 filed July 29, 2002 |
| | | | | |
| 10.1 | | First Amended and Restated Credit Agreement dated January 8, 2004 among INTERMET, The Bank of Nova Scotia and the other lenders listed herein | | Included as Exhibit 10.7 to Ironton’s Annual Report on Form 10-K for the year ended December 31, 2003 filed March 12, 2003 |
| | | | | |
| 10.2 | | Letter of Credit Facility Agreement dated January 8, 2004 among INTERMET Corporation, The Bank of Nova Scotia and the other lenders listed therein | | Included as Exhibit 10.8 to Ironton’s Annual Report on Form 10-K for the year ended December 31, 2003 filed March 12, 2003 |
| | | | | |
| Exhibit | | | | |
| Number | | Description of Exhibit | | Method of Filing |
| |
| 10.3 | | Second Amended and Restated Guaranty Agreement dated January 8, 2004 by and among Ironton Iron, Inc., certain other subsidiaries of INTEREMT Corporation, and The Bank of Nova Scotia | | Included as Exhibit 10.9 to Ironton’s Annual Report on Form 10-K for the year ended December 31, 2003 filed March 12, 2003 |
| | | | | |
| 10.4 | | First Amended and Restated Borrower Pledge and Security Agreement dated January 8, 2004 among INTERMET Corporation and The Bank of Nova Scotia | | Included as Exhibit 10.10 to Ironton’s Annual Report on Form 10-K for the year ended December 31, 2003 filed March 12, 2003 |
| | | | | |
| 10.5 | | First Amended and Restated Subsidiary Pledge and Security Agreement dated January 8, 2004 by and among Ironton Iron, Inc., certain other subsidiaries of INTERMET Corporation and The Bank of Nova Scotia | | Included as Exhibit 10.11 to Ironton’s Annual Report on Form 10-K for the year ended December 31, 2003 filed March 12, 2003 |
| | | | | |
| 10.6 | | Amended and Restated Open-Ended Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated January 8, 2004 by Ironton Iron, Inc. to The Bank of Nova Scotia for the lenders defined herein | | Included as Exhibit 10.12 to Ironton’s Annual Report on Form 10-K for the year ended December 31, 2003 filed March 12, 2003 |
| | | | | |
| 10.7 | | Debtor in Possession Credit Agreement, dated October 22, 2004 | | Included as Exhibit 10.1 to INTERMET Form 8-K filed October 28, 2004 |
| | | | | |
| 10.8 | | First Amendment to Debtor in Possession Credit Agreement, dated November 8, 2004 | | Included as Exhibit 10.1 to INTERMET Form 8-K filed November 12, 2004 |
| | | | | |
| 10.9 | | Second Amendment to Debtor in Possession Credit Agreement, dated November 24, 2004 | | Included as Exhibit 10.1 to INTERMET Form 8-K filed November 24, 2004 |
| | | | | |
| 10.10 | | Third Amendment to Debtor in Possession Credit Agreement, dated December 23, 2004 | | Included as Exhibit 10.1 to INTERMET Form 8-K filed December 30, 2004 |
| | | | | |
| 10.11 | | Fourth Amendment to Debtor in Possession Credit Agreement, dated January 14, 2005 | | Included as Exhibit 10.1 to INTERMET Form 8-K filed January 20, 2005 |
| | | | | |
| 10.12 | | Fifth Amendment to Debtor in Possession Credit Agreement, dated January 26, 2005 | | Included as Exhibit 10.1 to INTERMET Form 8-K filed January 27, 2005 |
| | | | | |
| 10.13 | | Sixth Amendment to Debtor in Possession Credit Agreement, dated March 28, 2005 | | Included as Exhibit 10.1 to INTERMET Form 8-K filed April 1, 2005 |
| | | | | |
| 10.14 | | Seventh Amendment to Debtor in Possession Credit Agreement, dated May 31, 2005 | | Included as Exhibit 10.1 to INTERMET Form 8-K filed June 6, 2005 |
| | | | | |
| 10.15 | | Eighth Amendment to Debtor in Possession Credit Agreement, dated June 24, 2005 | | Included as Exhibit 10.1 to INTERMET Form 8-K filed June 24, 2005 |
| | | | | |
| Exhibit | | | | |
| Number | | Description of Exhibit | | Method of Filing |
| |
| 10.16 | | Ninth Amendment to Debtor in Possession Credit Agreement, dated October 14, 2005 | | Included as Exhibit 10.1 to INTERMET Form 8-K filed October 26, 2005 |
| | | | | |
| 10.17 | | Open-End Mortgage, Security Agreement and Fixture Filing dated November 19, 2004 between Ironton Iron, Inc. and Deutsche Bank Trust Company Americas | | Included in this report |
| | | | | |
| 10.18 | | Security Agreement dated October 22, 2004 between Ironton Iron, Inc. and Deutsche Bank Trust Companies Americas | | Included in this report |
| | | | | |
| 31 | | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Included in this report |
| | | | | |
| 32 | | Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Included in this report |
