================================================================================
SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
Washington, DC 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) January 26, 2005
----------------
INTERMET CORPORATION
--------------------
(Exact name of registrant as specified in its charter)
Georgia 0-13787 58-1563873
------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5445 Corporate Drive, Suite 200 48098-2683
Troy, Michigan ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (248) 952-2500
--------------
Not Applicable
--------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230 .425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
- --------- ------------------------------------------
On January 26, 2005, INTERMET Corporation entered into a Fifth
Amendment to Debtor in Possession Credit Agreement (the "Fifth Amendment") among
the company, certain of the company's subsidiaries (collectively, the
"Borrowers"), a group of lenders (the "Lenders"), Deutsche Bank Trust Company
Americas ("Deutsche Bank"), as collateral agent for the Lenders and as co-agent,
and The Bank of Nova Scotia ("Scotia Capital"), as administrative agent for
Lenders. The Fifth Amendment amends the company's Debtor in Possession Credit
Agreement dated as of October 22, 2004, as amended by the First Amendment to
Debtor in Possession Credit Agreement dated as of November 8, 2004, the Second
Amendment to Debtor in Possession Credit Agreement dated as of November 19,
2004, the Third Amendment to Debtor in Possession Agreement dated as of December
23, 2004, and the Fourth Amendment to Debtor in Possession Agreement dated as of
January 14, 2005 (the Debtor in Possession Credit Agreement, as amended, is
referred to as the "Credit Agreement"). Deutsche Bank and Scotia Capital are
also parties to the company's pre-petition First Amended and Restated Credit
Agreement dated January 8, 2004.
As previously reported, the Credit Agreement provides for a
$60.0 million commitment of debtor-in-possession financing (the "DIP Facility")
to fund the Borrowers' working capital requirements and other corporate purposes
during the Borrowers' chapter 11 proceedings. The Borrowers have satisfied all
conditions of the Credit Agreement required to borrow up to the entire $60.0
million under the DIP Facility. The Fifth Amendment extends from January 26,
2005 to January 31, 2005 the deadline by which the Borrowers must deliver to the
Lenders a business plan, their 13 week cash flow projection and a supplement to
a previously delivered covenant addendum. The Fifth Amendment also extends from
January 31, 2004 to March 20, 2005 the deadline by which the Borrowers must
deliver to the Lenders a plan for exiting Chapter 11. Finally, the Fifth
Amendment allows the Borrowers to sell real and personal property located in
Midland, Georgia and to purchase machinery. Each transaction is subject to
Bankruptcy Court approval and the issuance of a court order satisfactory to
Deutsche Bank and Scotia Capital.
The Borrowers' ability to borrow the $60.0 million under the
DIP Facility is subject to a budget, satisfaction of customary reporting and
collateral requirements, and no material adverse change in the business or
condition of INTERMET and its subsidiaries having occurred, taken as a whole.
The Borrowers are required to pay to Deutsche Bank and Scotia
Capital the fees and expenses incurred by Deutsche Bank, Scotia Capital, their
counsel and advisors with respect to the Fifth Amendment.
A copy of the Fifth Amendment is attached to this Current
Report on Form 8-K as Exhibit 10.1.
2
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
- ---------- ---------------------------------
(a) Not applicable
(b) Not applicable
(c) Exhibits:
The following exhibit is being filed herewith:
10.1 Fifth Amendment to Debtor-In-Possession Credit Agreement
dated as of January 26, 2005.
3
Pursuant to the requirements 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
January 27, 2005 By: /s/ Alan J. Miller
Alan J. Miller
Vice President, General Counsel and
Assistant Secretary
4