UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-13787
CUSIP Numbers 45881K 10 4 and 45881K A B0
(Check One): |_| Form 10-K |_| Form 11-K |_| Form 20-F
|X| Form 10-Q |_| Form N-SAR
For Period Ended: March 31, 2005
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: _____________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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PART I - REGISTRANT INFORMATION
INTERMET Corporation
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Full Name of Registrant
5445 Corporate Drive, Suite 200
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Address of Principal Executive Office (Street and Number)
Troy, Michigan 48098-2683
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form
|_| 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed).
As disclosed in the Current Report on Form 8-K filed by INTERMET Corporation
(the "Company") on October 5, 2004, the Company and 17 of its domestic
subsidiaries (collectively, the "Debtors") filed voluntary petitions in the U.S.
Bankruptcy Court for the Eastern District of Michigan on September 29, 2004,
seeking relief under chapter 11 of the United States Bankruptcy Code. The cases
are being jointly administered under case number 04-67597. The Debtors continue
to operate the business as debtors in possession.
The Bankruptcy Court has approved the retention of Ernst & Young LLP as the
Company's independent auditor, but preparation by the Company of the financial
statements to be included in the Form 10-Q for the Company's first quarter ended
March 31, 2005 ("first quarter 2005") and review of these financial statements
by Ernst & Young will not be completed in time for the Company to timely file
the Form 10-Q. Ernst & Young and the Company are completing preparation of the
Company's financial statements for the third quarter of 2004 ended September 30,
2004 and the Company's audited financial statements for the year ended December
31, 2004. In addition, since the commencement of the bankruptcy proceeding, the
Company's financial and accounting personnel who are responsible for preparing
information included in the Company's periodic reports have devoted substantial
time and attention to matters related to the bankruptcy, including: preparing
financial, operating and budgetary information in connection with the
preparation of a plan of reorganization; compiling information regarding the
debtors' assets and liabilities to be filed with the Bankruptcy Court; and
preparing the Company's monthly operating reports that have been filed with the
Bankruptcy Court. Finally, the Company's management has also devoted
considerable time and effort to these matters and to the management and
administration of the bankruptcy cases.
Accordingly, the Company cannot finalize the financial and other information
required to be included in the Form 10-Q for the first quarter 2005 without
unreasonable effort and expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Alan J. Miller, Vice President, General Counsel and Assistant
Secretary; (248) 952-2500
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) been
filed? If answer is no, identify report(s).
|_| Yes |X| No
The Company's Quarterly Report on Form 10-Q for the third quarter ended
September 30, 2004 and the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 have not been filed.
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
The Company expects to report a net loss for the first quarter 2005.
First quarter 2005 results compared to the first quarter of 2004 will
be negatively impacted by costs associated with the Company's
bankruptcy proceeding. The Company is currently unable to quantify the
amount of its expected net loss because it has not yet finalized its
financial results for the first quarter 2005.
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This notification includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The
word "expects" and similar words identify forward-looking statements.
These statements are not guarantees of future performance but instead
involve various risks and uncertainties. INTERMET's actual results may
differ materially from those suggested by its forward-looking
statements due to factors such as: the economic cost, management
distraction and lost business opportunities associated with bankruptcy
proceedings; INTERMET's ability to negotiate and receive approval of a
plan of reorganization; the high cost of scrap steel and the
possibility that scrap steel costs will remain at high levels or
continue to increase, which would have further negative effects on
INTERMET's profitability, cash flow, liquidity and ability to borrow;
fluctuations in the cost of other raw materials, including the cost of
energy, aluminum, zinc, magnesium and alloys, and INTERMET's ability,
if any, to pass those costs on to its customers; pricing practices of
INTERMET's customers, including changes in their payment terms
resulting from the discontinuation of early payment programs and
continuing demands for price concessions as a condition to retaining
current business or obtaining new business, and the negative effect
that price concessions have on profit margins; changes in procurement
practices and policies of INTERMET's customers for automotive
components, including the risk of the loss of major customers or the
loss of current or prospective vehicle programs as a result of
INTERMET's financial condition and prospects (or otherwise); possible
inability to close unprofitable plants or to transfer work from one
plant to another because of the related costs or customer requirements;
general economic conditions, including any downturn in the markets in
which INTERMET operates; fluctuations in automobile and light and heavy
truck production, which directly affect demand for INTERMET's products;
deterioration in the market share of any of INTERMET's major customers;
fluctuations in foreign currency exchange rates; work stoppages or
other labor disputes that could disrupt production at INTERMET's
facilities or those of its customers; continuing changes in
environmental regulations to which INTERMET is subject, and the costs
INTERMET will incur in meeting more stringent regulations; factors or
presently unknown circumstances that may result in impairment of
INTERMET's assets, including further write-downs of its goodwill; and
other risks as detailed from time to time in INTERMET's periodic SEC
reports.
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INTERMET Corporation has caused this notification to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: May 10, 2005 By: /s/ Alan J. Miller
Alan J. Miller
Vice President, General Counsel
and Assistant Secretary
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