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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_____________________
Date of Report (Date of earliest
event reported) October 6, 1995
Intermet Corporation
(Exact name of registrant as specified in its charter)
Georgia 0-13787 58-1563873
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1450 West Long Lake Road
Troy, Michigan 48098
(Address of principal executive offices) (Zip Code)
(810) 952-1503
(Registrant's telephone number,
including area code)
Suite 1600, 2859 Paces Ferry Road, Atlanta, Georgia 30339
(Former name or former address, if changed since last report)
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Items 1-4. Not Applicable.
Item 5. Other Events.
On October 6, 1995, the Board of Directors of Intermet
Corporation, a Georgia corporation (the "Company"), declared a dividend of
one 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 "Participa-
ting 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 reso-
lution 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
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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 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 Bene-
ficial 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 certificates 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
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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
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
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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 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 of 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 the
Rights without any payment to the holders thereof, as provided in the
Rights Agreement.
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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.
Item 6. Not Applicable.
Item 7. Exhibits.
Exhibit No. Description
(4) Shareholder Protection Rights Agreement,
which includes a Form of Rights Certificate
and of Election to Exercise, included as
Exhibit A to the Rights Agreement.
(99) Press release, dated October 6, 1995,
issued by the Company.
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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
report to be signed on its behalf by the undersigned, hereunto 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.
Under Reg. Sequential Page
S-K, Item 601 Description Number
(4) Shareholder Protection Rights
Agreement, dated as of October 6, 1995
(the "Rights Agreement"), between
Intermet Corporation and Trust Company
Bank, as Rights Agent, including as
Exhibit A the forms of Rights
Certificate and Election to Exercise.
(99) Press release, dated October 6, 1995,
issued by the Company.