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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Intermet Corporation
(Exact name of registrant as specified in its charter)
Georgia 58-1563873
(State of incorporation or organization) (IRS Employer
Identification No.)
1450 West Long Lake Road
Troy, Michigan 48098
(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the
Act:
Preferred Share Purchase Rights
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On October 6, 1995, the Board of Directors of Intermet
Corporation, a Georgia corporation (the "Company"), declared a dividend of
one preferred share purchase right (a "Right") for each share of common
stock, par value $0.10 per share ("Common Stock"), of the Company held of
record at the close of business on October 17, 1995 (the "Record Time"), or
issued thereafter and prior to the Separation Time (as hereinafter
defined). The Rights will be issued pursuant to a Shareholder Protection
Rights Agreement, dated as of October 6, 1995 (the "Rights Agreement"),
between the Company and Trust Company Bank, as Rights Agent. The terms of
the Rights are summarized herein.
Each Right entitles its registered holder to purchase from the
Company, after the Separation Time, one one-hundredth of a share of
Participating Preferred Stock, par value $1.00 per share (the
"Participating Preferred Stock"), for $40 (the "Exercise Price"), subject
to adjustment. The Rights will be evidenced by the Common Stock
certificates until the close of business on the earlier of the date
(either, the "Separation Time") which is (i) the tenth business day (or
such later date as the Board of Directors of the Company may from time to
time fix by resolution adopted prior to the Separation Time that would
otherwise have occurred) after the date on which any Person (as defined in
the Rights Agreement) commences a tender or exchange offer which, if
consummated, would result in such Person's becoming an Acquiring Person, as
defined below, or (ii) the tenth business day (or such earlier or later
date as the Board of Directors of the Company may from time to time fix by
resolution adopted prior to the Flip-in Date (as defined below) that would
otherwise have occurred) after the first date of public announcement by the
Company that such Person has become an Acquiring Person (the "Flip-in
Date"); provided that if a tender or exchange offer referred to in clause
(i) is cancelled, terminated or otherwise withdrawn prior to the Separation
Time without the purchase of any shares of stock pursuant thereto, such
offer shall be deemed never to have been made. An Acquiring Person is any
Person who is the Beneficial Owner (as defined in the Rights Agreement) of
10% or more of the outstanding shares of Common Stock, provided, however,
such term shall not include (i) the Company, any wholly-owned subsidiary of
the Company or any employee stock ownership or other employee benefit plan
of the Company, (ii) any person who is the Beneficial Owner of 10% or more
of the outstanding Common Stock as of the date of the Rights Agreement or
who shall become the Beneficial Owner of 10% or more of the outstanding
Common Stock solely as a result of an acquisition of Common Stock by the
Company, until such time as such Person acquires additional Common Stock,
other than through a dividend or stock split, (iii) any Person who becomes
an
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Acquiring Person without any plan or intent to seek or affect control of
the Company if such Person, promptly divests sufficient securities such
that such 10% or greater Beneficial Ownership ceases or (iv) any Person who
Beneficially Owns shares of Common Stock consisting solely of (A) shares
acquired pursuant to the grant or exercise of an option granted by the
Company in connection with an agreement to merge with, or acquire, the
Company prior to a Flip-in Date, (B) shares owned by such Person and its
Affiliates and Associates at the time of such grant and (C) shares,
amounting to less than 1% of the outstanding Common Stock, acquired by
Affiliates and Associates of such Person after the time of such grant. The
Rights Agreement provides that, until the Separation Time, the Rights will
be transferred with and only with the Common Stock. Common Stock certifi-
cates issued prior to the Separation Time shall evidence one Right for each
share of Common Stock represented thereby and shall contain a legend
incorporating by reference the terms of the Rights Agreement (as such may
be amended from time to time). Notwithstanding the absence of the
aforementioned legend, certificates evidencing shares of Common Stock
outstanding on or prior to October 17, 1995 shall also evidence one Right
for each share of Common Stock evidenced thereby. Promptly following the
Separation Time, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of Common Stock at the
Separation Time.
The Rights will not be exercisable until the Business Day (as
defined in the Rights Agreement) following the Separation Time. The Rights
will expire on the earliest of (i) the Exchange Time (as defined below),
(ii) the close of business on October 6, 2005, (iii) the date on which the
Rights are terminated as described below and (iv) upon the merger of the
Company into another corporation pursuant to an agreement entered into
prior to a Flip-in Date (in any such case, the "Expiration Time").
The Exercise Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the
Rights, are subject to adjustment from time to time to prevent dilution in
the event of a Common Stock dividend on, or a subdivision or a combination
into a smaller number of shares of, Common Stock, or the issuance or
distribution of any securities or assets in respect of, in lieu of or in
exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date
occurs, each Right (other than Rights Beneficially Owned by the Acquiring
Person or any affiliate or associate thereof, which Rights shall become
void) shall constitute the right to purchase from the Company, upon the
exercise thereof in accordance with the terms of the Rights Agreement, that
number of shares of Common Stock of the Company having an aggregate Market
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Price (as defined in the Rights Agreement), on the date of the public
announcement of an Acquiring Person's becoming such (the "Stock Acquisition
Date") that gave rise to the Flip-in Date, equal to twice the Exercise
Price for an amount in cash equal to the then current Exercise Price. In
addition, the Board of Directors of the Company may, at its option, at any
time after a Flip-in Date and prior to the time an Acquiring Person becomes
the Beneficial Owner of more than 50% of the outstanding shares of Common
Stock, elect to exchange all (but not less than all) the then outstanding
Rights (other than Rights Beneficially Owned by the Acquiring Person or any
affiliate or associate thereof, which Rights become void) for shares of
Common Stock at an exchange ratio of one share of Common Stock per Right,
appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date of the Separation Time (the
"Exchange Ratio"). Immediately upon such action by the Board of Directors
(the "Exchange Time"), the right to exercise the Rights will terminate and
each Right will thereafter represent only the right to receive a number of
shares of Common Stock equal to the Exchange Ratio.
Whenever the Company shall become obligated under the preceding
paragraph to issue shares of Common Stock upon exercise of or in exchange
for Rights, the Company, at its option, may substitute therefor shares of
Participating Preferred Stock, at a ratio of one one-hundredth of a share
of Participating Preferred Stock for each share of Common Stock so
issuable.
In the event that prior to the Expiration Time the Company
enters into, consummates or permits to occur a transaction or series of
transactions after the time an Acquiring Person has become such in which,
directly or indirectly, (i) the Company shall consolidate or merge or
participate in a binding share exchange with any other Person if, at the
time of the consolidation, merger or share exchange or at the time the
Company enters into an agreement with respect to such consolidation, merger
or share exchange, the Acquiring Person Controls the Board of Directors of
the Company (as defined in the Rights Agreement) and either (A) any term of
or arrangement concerning the treatment of shares of capital stock in such
merger, consolidation or share exchange relating to the Acquiring Person is
not identical to the terms and arrangements relating to other holders of
Common Stock or (B) the Person with whom the transaction or series of
transactions occurs is the Acquiring Person or an Affiliate or Associate of
the Acquiring Person or (ii) the Company shall sell or otherwise transfer
(or one or more of its subsidiaries shall sell or otherwise transfer)
assets (A) aggregating more than 50% of the assets (measured by either book
value or fair market value) or (B) generating more than 50% of the
operating income or cash flow, of the Company and its subsidiaries (taken
as a whole) to any other Person (other than
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the Company or one or more of its wholly-owned subsidiaries) or to two or
more such Persons which are affiliated or otherwise acting in concert, if,
at the time such sale or transfer of assets or at the time the Company (or
any such subsidiary) enters into an agreement with respect to such sale or
transfer, the Acquiring Person Controls the Board of Directors of the
Company (a "Flip-over Transaction or Event"), the Company shall take such
action as shall be necessary to ensure, and shall not enter into,
consummate or permit to occur such Flip-over Transaction or Event until it
shall have entered into a supplemental agreement with the Person engaging
in such Flip-over Transaction or Event or the parent corporation thereof
(the "Flip-over Entity"), for the benefit of the holders of the Rights,
providing, that upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter constitute the right
to purchase from the Flip-over Entity, upon exercise thereof in accordance
with the terms of the Rights Agreement, that number of shares of common
stock of the Flip-over Entity having an aggregate Market Price on the date
of consummation or occurrence of such Flip-over Transaction or Event equal
to twice the Exercise Price for an amount in cash equal to the then current
Exercise Price and (ii) the Flip-over Entity shall thereafter be liable
for, and shall assume, by virtue of such Flip-over Transaction or Event and
such supplemental agreement, all the obligations and duties of the Company
pursuant to the Rights Agreement. For purposes of the foregoing
description, the term "Acquiring Person" shall include any Acquiring Person
and its Affiliates and Associates counted together as a single Person.
The Board of Directors of the Company may, at its option, at
any time prior to the close of business on the Flip-in Date, terminate
Rights without any payment to the holders thereof, as provided in the
Rights Agreement. Immediately upon the action of the Board of Directors of
the Company electing to terminate the Rights, without any further action
and without any notice, the right to exercise the Rights will terminate and
each Right will thereafter be null and void.
The holders of Rights will, solely by reason of their ownership
of Rights, have no rights as shareholders of the Company, including,
without limitation, the right to vote or to receive dividends.
The Rights Agreement (which includes as Exhibit A the forms of
Rights Certificate and Election to Exercise) is attached hereto as an
exhibit and is incorporated herein by reference. The foregoing description
of the Rights is qualified in its entirety by reference to the Rights
Agreement and such exhibit thereto.
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Item 2. Exhibits.
Exhibit No. Description
1 Rights Agreement.
2 Form of Rights Certificate and of
Election to Exercise, included in
Exhibit A to the Rights Agreement.
3 Form of Articles of Amendment
Concerning Participating Preferred
Stock, included in Exhibit B to the
Rights Agreement.
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SIGNATURE
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
INTERMET CORPORATION
By /s/ John Doddridge
Name: John Doddridge
Title: Chairman and Chief
Executive Officer
Date: October 11, 1995
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EXHIBIT INDEX
Exhibit No. Description Sequential Page
Numbers
(1) Shareholder Protection Rights
Agreement, dated as of October 6,
1995 (the "Rights Agreement").,
between Intermet Corporation and
Trust Company Bank, as Rights Agent.
(2) Form of Rights Certificate and of
Election to Exercise, included in
Exhibit A to the Rights Agreement.
(3) Articles of Amendment Concerning
Participating Preferred Stock of the
Company, included in Exhibit B to
the Rights Agreement.