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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the fiscal year ended December 31, 1999 or

[ ] 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. Yes X No

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. X

As of March 1, 2000 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.
Twenty three thousand shares of the registrant's common stock were outstanding
as of March 1, 2000 and held by Intermet Corporation.

*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

In July 1984, Ironton Iron, Inc. ("Ironton") was incorporated under the laws of
the State of Ohio. Ironton operates a foundry in Ironton, Ohio that manufactures
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 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.

Ironton has had enduring operational difficulties and, as a result, has incurred
significant operating losses since Intermet purchased it in 1988, with the
exception of 1995, when it generated net income of $0.8 million. As of December
31, 1999, Ironton had incurred cumulative losses of approximately $120.2
million. Ironton had revenues of $57.4 million and net losses of approximately
$34.0 million for the year ended December 31, 1999.

Because of Ironton's continuing operational difficulties, customers representing
a significant portion of its sales volumes had informed Intermet and Ironton in
late 1999 that they had decided to place their business with alternate sources.
The foundry is an older facility and the cost to modernize would further impact
already negative operating results. On December 7, 1999, Intermet announced its
plan for the orderly shutdown of the Ironton facility. Ironton has adopted the
liquidation basis of accounting. The net loss of approximately $34.0 million for
1999 includes charges of $17,584,000 for asset impairment and shutdown. In
addition, Ironton has recorded a liability of approximately $4,700,000, in
accordance with the liquidation basis of accounting, for the liquidation period
of January 1, 2000 to February 29, 2000.

The decision to close Ironton is the reason for recording a $9,795,000 charge
for impairment of assets and a $7,789,000 charge for shutdown costs in the
fourth quarter of 1999. All but $101,000 of the charges are included in
operating expenses; the $101,000 is included in cost of sales. The impairment
charge includes a write-down of $9,795,000 to fair value for capital assets (as
determined by an independent consultant) and inventories; building demolition
and remediation costs of $6,637,000; and provisions totaling $1,152,000 for
severance pay and employee benefits related to the termination of approximately
100 salaried employees. The land and machinery and equipment used in the
production of ferrous castings and related replacement parts are segregated in
the statement of net liabilities in liquidation as assets held for sale.

Because of the loss of customers and in accordance with the plan for orderly
shutdown, Ironton has scaled down production. As of March 1, 2000 Ironton has
terminated approximately 360 employees (approximately 60% of the workforce at
December 31, 1999). Pursuant to a closing agreement negotiated with the United
Steelworkers of America and its Local 3664, all of the hourly employees have
been paid severance of approximately $1.0 million in the aggregate. Ironton may
make another severance payment to hourly employees after production ends, which
is contingent on predetermined production performance as set forth in the
closing agreement. Ironton's management anticipates that the foundry will cease
operations by the end of the first quarter of 2000.

Financial Information about Segments

Ironton is a single operating unit with essentially one product line. Virtually
all sales are made to one geographic area (United States). Thus, Ironton has
only one reportable segment.

Products, Markets and Sales

Ironton marketed its products principally to original equipment manufacturers
and their suppliers in the automotive industry. The following table sets forth
information regarding Ironton's sales by market (as a percentage of Ironton's
total sales):

1999
----

Automotive 91%
Rail Car 8%
Other 1%

Products manufactured for the automotive industry include brake parts, steering
and suspension system components and differential cases. Ironton produces brake
adapter plates for the rail car industry.

Ironton utilized the in-house sales and customer service staff of Intermet.
Ironton produces principally to customer order and does not maintain any
significant inventory of finished goods not on order.

Ironton's major customers (as a percentage of Ironton's total sales) were as
follows:

1999
----

Dana 41%
General Products Delaware Corp. 30%
DaimlerChrysler 13%

Sales to General Products Delaware Corporation, a machining and assembly company
with operations in Michigan and Indiana, are under the terms of a purchase order
issued by Ford. Intermet, through a subsidiary purchased in December 1996, owned
a 35% interest in General Products. Intermet sold its 35% interest in General
Products on March 7, 2000.

As stated above, customers representing a significant portion of Ironton's sales
volumes had informed Intermet and Ironton that they had decided to place their
business with alternate sources. As a result and in accordance with the plan of
orderly shutdown, management anticipates that Ironton will permanently cease all
operations as of the end of the first quarter of 2000. See Item 1, BUSINESS
(General), and Item 7, MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Design, Manufacturing and Machining

Ironton produces ductile iron castings. Ductile iron, which is produced by
removing sulfur from molten iron and adding magnesium and other alloys, has
greater strength and ductility than the more widely used gray iron, and its use
as a higher-strength substitute for gray iron and a lower-cost substitute for
steel has grown steadily.

Ironton shipped approximately 57,000 tons during 1999.

Raw Materials

The primary raw material Ironton uses to manufacture iron castings is steel
scrap. Ironton has no long-term contractual commitments with any steel scrap
supplier. Scrap is obtained from a variety of sources. Competitive prices are
assured through discussions with various suppliers of steel scrap. The cost of
steel scrap is subject to fluctuations, but Ironton had implemented arrangements
with many of its customers for adjusting its castings prices to reflect those
fluctuations. Ironton generally adjusted its castings prices to reflect such
cost fluctuations.

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Ironton has benefited from the contractual arrangements of Intermet and its
suppliers, which expire at various times through 2002, for the purchase of
various materials other than steel scrap used in or during the manufacturing
process. Although these contracts and Intermet's overall level of purchases
provide some protection against price increases, in most cases neither Ironton
nor Intermet has specific arrangements in place to adjust its casting prices for
fluctuations in the price of alloys and other materials.

Cyclicality and Seasonality

Most of Ironton's products are generally not affected by year-to-year automotive
style changes. However, the cyclical nature of the automotive industry has
affected Ironton's sales and earnings during periods of slow economic growth or
recession. Ironton's third and fourth quarter sales are usually lower than first
and second quarter sales due to plant closings by domestic automobile
manufacturers for vacations and model changeovers.

Backlog

Most of Ironton's business involves supplying all or a stated portion of the
customer's annual requirements, generally flexible in amount, for a particular
casting against blanket purchase orders. Credit is extended based on an
evaluation of the customer's financial condition and generally collateral is not
required. The lead-time and cost of commencing production of a particular
casting tend to inhibit transfer of production from one foundry to another.
Customers typically issue releases and shipping schedules on a monthly basis.
Ironton's backlog at any given time therefore consists only of the orders that
have been released for shipment. As previously stated, management anticipates
that the foundry will cease operations by the end of the first quarter of 2000.

Competition

Ironton has competed with many other foundries, including others owned by
Intermet, both in the United States and Europe. Some of these foundries are
owned by major users of iron castings, and a number of foundry operators have,
or are subsidiaries of companies which have, greater financial resources than
Ironton. For example, the three largest automobile manufacturers in North
America, two of which are among Ironton's largest customers, operate their own
foundries. However, they also purchase castings from Ironton and others, and
there is a trend toward increased outsourcing by the domestic original equipment
manufacturers. Castings produced by Ironton also compete to some degree with
malleable iron castings, other metal castings and steel forgings.

Ironton competes on the basis of product quality, engineering, service and
price.

Environmental Matters

In May 1999 Ironton voluntarily notified the Ohio EPA of a breakdown in certain
pollution control equipment at its foundry. However, due to an oversight,
Ironton's notification was not timely under the applicable rules and
regulations. The equipment was subsequently repaired and is operational. On June
2, 1999 a Notice of Violation was issued with respect to this matter and it is
possible that the Ohio EPA may pursue fines or penalties. Ironton does not
believe this matter will have a material adverse affect on its net liabilities
in liquidation or results of its operations or cash flows, or that will affect
Ironton's determination to proceed with the plan for orderly shutdown of
operations and liquidation of assets.

Ironton's operations are 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 EPA, govern the management of solid and hazardous waste, the
discharge of pollutants into the air and into surface and ground waters, and the
manufacture, treatment and disposal of hazardous and non-hazardous substances.

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Ironton also has recurring costs related to environmental matters, particularly
the management and disposition of waste (principally non-hazardous) generated as
part of ongoing operations. In 1999 such costs totaled approximately $7.3
million. At December 31, 1999, Ironton accrued $3.7 million for environmental
issues that may occur as a result of the shutdown. A portion of the capital
expenditures that Ironton regularly incurred was to limit or monitor pollution,
principally for ventilation and dust control equipment. Such expenditures were
approximately $0.1 million in 1999.

Ironton currently does not anticipate any environmental costs that would have a
material adverse effect on its financial position or ability to orderly
shutdown. However, there is no assurance that Ironton's activities 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.

Employees

As of February 29, 2000, Ironton employed 187 members of the local bargaining
unit, United Steelworkers of America, and 31 salaried employees. The most recent
bargaining agreement expired January 31, 2000, but was extended to March 31,
2000 pursuant to a closing agreement negotiated with the United Steelworkers of
America and its Local 3664. From December 31, 1999 to February 29, 2000,
approximately 360 employees were terminated. Pursuant to the closing agreement,
all of the hourly employees have been paid severance of approximately $1.0
million in the aggregate. Ironton may make another severance payment to the
hourly employees after production ends, which is contingent on predetermined
production performance as set forth in the closing agreement. Ironton's
management anticipates that the foundry will cease operations by the end of the
first quarter of 2000. As part of the shutdown costs accrued at December 31,
1999, Ironton included approximately $1.2 million for severance pay and employee
benefits related to the termination of approximately 100 salaried employees.

ITEM 2. PROPERTIES

Ironton owns its foundry and offices located at 2520 South Third Street,
Ironton, Ohio. The foundry and offices consist of an aggregate of 514,000 square
feet of buildings situated on 26 acres of land zoned for industrial use.
Intermet continually reviews the operation of its foundries and may occasionally
close one or more on a permanent or temporary basis in response to its
production needs and general business and economic conditions. On December 7,
1999, Intermet announced its plan for the orderly shutdown of Ironton. Ironton
has had enduring operational difficulties and, as a result, has incurred
significant operating losses since Intermet purchased it in 1988. Because of
Ironton's continuing operational difficulties, customers representing a
significant portion of its sales volumes had informed Intermet and Ironton in
late 1999 that they had decided to place their business with alternate sources.
The foundry is one of Intermet's oldest facilities and the cost to modernize
would further impact already negative operating results. Management anticipates
that the foundry will cease operations by the end of the first quarter of 2000.

After production ends and environmental issues are resolved the assets will be
sold. Management also expects at the earliest practical date after sale of
assets, but most likely during the fourth quarter of 2000, demolition of the
building will begin. Management anticipates that demolition would be complete in
2001.

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ITEM 3. LEGAL PROCEEDINGS

Ironton is not aware of any other material pending or threatened legal
proceedings to which Ironton is a party or of which any of its property is the
subject.

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
fourth quarter of the 1999 fiscal year.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no established public trading market for Ironton's common stock or
Series A Cumulative Preferred Stock. As of March 1, 2000 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. As of this same date, there were 1,390
holders of record of Series A Cumulative Preferred Stock and Intermet was the
sole holder of the common stock. Ironton did not sell unregistered securities
within the past three years.

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 $2,337,000. 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 has incurred a cumulative net loss of
$120.2 million since Intermet purchased it in 1988. Therefore, none of the
preferred shares have been redeemed and no dividends have been declared or paid.
Accrued but unpaid dividends on the preferred stock totaled $1,286,000 at
December 31, 1999.

Management believes that, when the plan for orderly shutdown is complete, it is
highly unlikely that there will be any assets available for distribution to its
preferred or common stockholders and Ironton does 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 have all been eliminated in connection with the adoption of
the liquidation basis of accounting at December 31, 1999.

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ITEM 6. SELECTED FINANCIAL DATA

The selected net liabilities in liquidation and statement of operations data as
of and for the fiscal year ended December 31, 1999 set forth below are derived
from Ironton's audited financial statements. As discussed in Item 1. "BUSINESS"
Ironton has implemented a plan for orderly shutdown; therefore, prior year
financial data is not comparable or meaningful. This selected financial data
should be read in conjunction with Item 7. "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and the Consolidated Financial
Statements of Ironton Iron, Inc. and related notes included in this report,
beginning on page F - 1.

The following data is presented in thousands, except per share data:

Ironton Iron, Inc.
Selected Financial Data
-----------------------

Liquidation Data:
Total assets $16,594
Total liabilities 86,320
Net liabilities in liquidation 69,726

Statement of Operations Data:
Net sales $57,364
Loss from continuing operations (33,990)(b)
Loss from continuing operations per share (a) -
Cash dividends declared per common share -

(a) On October 31, 1988 IFI became the sole shareholder of Ironton's common
stock. On March 31, 1996, IFI was merged into Intermet. This made
Intermet the sole shareholder of Ironton's common stock. Thus, common
share data is not presented because it is no longer meaningful.
(b) Includes $17,584 for shutdown costs and asset impairment.

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:

- - labor negotiations with Ironton's workforce
- - interest rate fluctuations
- - materials price fluctuations
- - factors affecting the ability of Ironton or its key suppliers to
resolve Year 2000 issues in a timely manner,
- - the ability of Ironton to liquidate its assets at the stated values,
- - the ability of Ironton to address and remediate any environmental
issues within the amounts that have been reserved,
- - the future costs that may be associated with the shutdown, including,
but not limited to, demolition of the buildings and other work that may
be required at Ironton's property, and
- - other risks detailed from time to time in Ironton's filings with the
Securities and Exchange Commission.

Ironton does not intend to update these forward-looking statements.

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Liquidity and Capital Resources

On December 7, 1999, Intermet announced plans to permanently close Ironton.
Ironton has had enduring labor and operational difficulties. As a result,
Ironton has incurred significant operating losses since Intermet purchased it in
1988. Because of the continuing difficulties, customers representing a
significant portion of its sales volumes had informed Intermet and Ironton in
late 1999 that they had decided to place their business with alternate sources.
The Ironton foundry is one of Intermet's oldest facilities and the cost to
modernize would further impact already negative operating results. Management
expects that Ironton will cease operations by the end of the first quarter of
2000.

After the foundry is closed, the assets will be sold. Management also expects
that, at the earliest practical date after sale of assets, but most likely
during the fourth quarter of 2000, demolition of the building will begin.
Management anticipates that demolition would be complete in 2001. We expect that
any required remediation will take place beginning in 2000 or 2001. Ironton
believes that when the plan for orderly shutdown is complete and Ironton's
present and contingent liabilities are satisfied, it is highly unlikely that
there will be any assets available for distribution to its preferred or common
shareholders and Ironton does not anticipate any such distributions.

Assets and Liabilities following the Plan of 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 value.
Accordingly, the statement of net liabilities in liquidation reflects assets and
liabilities based on their estimated fair values and estimated settlement
amounts. Changes in the estimated liquidation value of assets and liabilities
subsequent to December 31, 1999 will be recognized in the period in which such
refinements are known. The statement of net liabilities in liquidation has been
presented on such basis to provide more relevant information. The statements of
operations and cash flows are presented on the going concern basis of
accounting. 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.

The decision to close the foundry was the principal reason for recording a
$9,795,000 charge for impairment of assets and a $7,789,000 charge for shutdown
costs in the fourth quarter of 1999. All but $101,000 of the charges are
included in operating expenses; the $101,000 is included in cost of sales. The
impairment charge included a write-down of $9,795,000 to fair value for capital
assets (as determined by an independent consultant) and inventories; building
demolition and environmental remediation costs of $6,637,000; and provisions
totaling $1,152,000 for severance pay and employee benefits related to the
termination of approximately 100 salaried employees. The land and machinery and
equipment used in the production of ferrous castings and related replacement
parts are segregated on the statement of net liabilities in liquidation as
assets held for sale.

Because Ironton adopted the liquidation basis of accounting, it recorded a
$4,700,000 liability at December 31, 1999 for estimated operating losses during
the liquidation period from January 1, 2000 through February 29, 2000. The
estimated operating losses include estimated severance costs for hourly
employees of approximately $1,000,000. The charge for operating losses was
recorded directly to the statement of deficiency. Estimated operating results
subsequent to February 29, 2000, including additional severance costs, if any,
have not been recorded in the 1999 financial statements as the amounts cannot be
accurately estimated at this time.

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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 $2,337,000. The preferred shares, by their terms, were to be
redeemed at par value from cumulative net income beginning with the fiscal
period ended December 31, 1988, if any, in four annual installments beginning in
1993. Ironton has incurred a cumulative net loss of $120.2 million since
Intermet purchased it in 1988. Therefore, none of the preferred shares have been
redeemed and no dividends have been paid. Accrued but unpaid dividends on the
preferred stock totaled $1,286,000 at December 31, 1999.

Management believes that when the plan for orderly shutdown is complete and
Ironton's present and contingent liabilities are satisfied, it is highly
unlikely that there will be any assets available for distribution to its
preferred or common shareholders and Ironton does not anticipate any such
distributions. Therefore, the value of the preferred stock, and related
accumulated dividends, common stock, additional paid-in capital and accumulated
deficit has been eliminated in connection with the adoption of the liquidation
basis of accounting.

Results of Operations for 1999

Sales in 1999 were $57.4 million. In an attempt to improve profitability,
Ironton moved the enhanced compacted graphite bedplate from the dry sand process
line to the SPO line in the first quarter of 1999. This business had provided
additional volume for Ironton during 1999. However, Ironton continued to operate
below breakeven levels due to less than optimal manufacturing and labor
performance. Because of Ironton's continuing operational difficulties, customers
representing a significant portion of Ironton's sales volumes moved their
business to alternative sources during the fourth quarter of 1999. Anticipation
that Ironton would lose the remaining volume, in addition to the enduring losses
experienced since inception, led Intermet's management to adopt the plan of
orderly shutdown as discussed previously.

Gross profit as a percentage of sales was a negative 25.1% in 1999. This was the
result of costs associated with the launch and production ramp-up of the
graphite bedplate during the first quarter of 1999, in addition to the ongoing
labor and operational difficulties experienced during the year.

Operating expenses as a percentage of sales was 33.0% for 1999. Without the
charges for the Ironton asset impairment and shutdown discussed previously, the
operating expenses as a percentage of sales would have been 2.5% for 1999.

Interest expense for the year ended December 31, 1999 was $685,000. This was the
interest charged by Intermet on specific working capital account balances.

Intermet files a consolidated federal income tax return that includes Ironton.
Ironton's income tax provision is calculated and reported as if Ironton filed a
separate federal income tax return. Ironton has incurred significant operating
losses since its inception and has reserved its net operating loss
carryforwards. As such, Ironton has zero tax benefit recorded for the year ended
December 31, 1999.

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Year 2000 Issue

Ironton's management, in conjunction with Intermet, conducted an evaluation of
its Informational Technology ("IT") and non-IT computer systems with respect to
the "Year 2000" issue. Ironton completed a Year 2000 readiness assessment of its
business critical IT and non-IT systems. Ironton developed and implemented
corrective action plans designed to address Year 2000 issues. These plans
included modification, upgrade and replacement of its critical administrative,
production, and research and development computer systems to make them Year 2000
ready. Ironton implemented corrective action plans, and had its critical systems
Year 2000 ready prior to December 31, 1999. Ironton also developed contingency
plans intended to avoid or mitigate the risks that either it might not or its
key suppliers might not achieve Year 2000 readiness in time to avoid disruption
of its operations.

Ironton's pro-rata portion of Intermet's costs for Year 2000 compliance was less
than $150,000.

To date, Ironton has not experienced any significant problems or disruptions due
to Year 2000 issues either internally or with its suppliers. Ironton does not
expect to experience any significant problems or disruptions related to Year
2000 problems, nor does it anticipate spending any additional significant
amounts related to these issues. Year 2000 issues are not expected to impact the
shutdown of operations. Actual results may differ materially.

Readers are cautioned that forward looking statements contained in this Year
2000 discussion should be read in conjunction with Ironton's disclosures under
the cautionary statement for the purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995, included elsewhere in
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Ironton is subject to market risk with regard to interest rate and commodity
pricing. Ironton has analyzed the effect of these risks on the statements of net
liabilities in liquidation, operations, deficiency and cash flows and it
anticipates that the impact will be immaterial.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and the report of independent auditors identified in
Item 14 (a) are included in this report beginning on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

As of March 1, 2000, 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)
---------- ---------------------

John Doddridge (59) President and Director

James F. Mason (58) Director

Mr. Doddridge became president in July 1999 and a director of Ironton in March
1995. He also served as president of Ironton from March 1995 to January 1997.
Mr. Doddridge became chairman of the board and chief executive officer of
Intermet in 1994.

Mr. Mason became a director of Ironton in July 1999. Mr. Mason
became group vice president of Intermet in September 1998. Prior to that, he
served as president of Wagner Castings Company, a subsidiary of Intermet, which
was purchased in December 1996. He was with Wagner since 1984 and served in
several positions before becoming president in April 1988.

Ms Doretha Christoph, who served as Ironton's Vice President, Secretary,
Treasurer and Director, resigned effective February 18, 2000.

There are no family relationships between or among any of the officers and
directors of Ironton.

The term of office for each director commences with his or her election and
continues until the next annual meeting of shareholders or until his or her
successor is elected and qualified.

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
Intermet Foundries, Inc. in 1988 (and subsequently by Intermet).

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of March 1, 2000, 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 that 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

See Note 5 to the Financial Statements, which is included in this report,
beginning on page F - 10.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1. Financial Statements

The following financial statements of Ironton are incorporated by reference
into Item 8 of this Report:

- - Report of Independent Auditors
- - Statement of Net Liabilities in Liquidation at December 31, 1999
- - Statement of Operations for the year ended December 31, 1999
- - Statement of Deficiency for the year ended December 31, 1999
- - Statement of Cash Flows for the year ended December 31, 1999
- - Notes to Financial Statements

2. Financial Statement Schedules

The following financial statement schedules for Ironton are included in
Item 14(d):

- - Schedule II - Valuation and Qualifying Accounts

12
13

3. Exhibits

The following exhibits are filed with this Report pursuant to Item 601 of
Regulation S-K:

Exhibit
Number Description of Exhibit
-------

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, previously filed with the Commission and
incorporated herein by reference).

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,
previously filed with the Commission and incorporated
herein by reference).

4.1 Master Note and Continuing Guaranty, dated September 29,
1997, by and among Intermet Corporation, Lynchburg Foundry
Company, Ironton Iron, Inc., Northern Castings
Corporation, Intermet International, Inc., New River
Castings Company and Bank of America National Trust and
Savings Association and other subsidiaries or affiliates
of BankAmerica Corporation (included as Exhibit 4.3 to
Ironton's Annual Report on Form 10-K for the 1997 fiscal
year, file no. 0-17028, previously filed with the
Commission and incorporated herein by reference).

4.2 Third Amended and Restated Credit Agreement, dated
November 14, 1996, by and among Intermet Corporation,
SunTrust Bank, Atlanta (formerly known as Trust Company
Bank) as lender and agent and the various lenders named
therein (included as Exhibit 4.14 to Intermet's Form 10-K
for the year ended December 31, 1996, File No. 0-13787,
previously filed with the Commission and incorporated
herein by reference).

4.3 Letter agreement referencing Third Amended and Restated
Credit Agreement, dated January 28, 1999, by and among
Intermet, SunTrust Bank, Atlanta (formerly known as Trust
Company Bank) as lender and agent and the various lenders
named therein (included as Exhibit 4.13 to Intermet's Form
10-K for the year ended December 31, 1998, File No.
0-13787, previously filed with the Commission and
incorporated herein by reference).

4.4 Master Assignment and Acceptance Agreement dated December
9, 1996, by and among Intermet Corporation and various
lenders named therein (included as Exhibit 4.15 to
Intermet's Form 10-K for the year ended December 31, 1996,
File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).

4.5 Amended and Restated Note Agreement, dated March 21, 1996,
by and between Intermet Corporation and The Prudential
Insurance Company of America, relating to $25,000,000
principal amount of 8.05% Senior Notes due December 11,
2002 and related Promissory Note (included as Exhibit 4.20
to Intermet's Form 10-K for the year ended December 31,
1995, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).

4.6 (a) $300,000,000 Five-Year Credit Agreement, dated
November 5, 1999, by and among Intermet, The Bank of Nova
Scotia as lender and administrative agent, and the various
lenders named therein (included as Exhibit 4.14 (a) to
Intermet's Form 10-K for the year ended December 31, 1999,
File No. 0-13787, previously filed with the Commission and
incorporated herein by reference).

4.6 (b) Contents of Omitted Exhibits and Schedules to the
$300,000,000 Five-Year Credit Agreement (included as
Exhibit 4.14 (b) to Intermet's Form 10-K for the year
ended December 31, 1999, File No. 0-13787, previously
filed with the Commission and incorporated herein by
reference).

4.6 (c) Guaranty agreement for the $300,000,000 Five-Year
Credit Agreement, dated November 5, 1999, by and among
Intermet Corporation, Ironton Iron, Inc., other
subsidiaries of Intermet named therein, The Bank of Nova
Scotia as lender and administrative agent, and the various
lenders named therein.

13
14

4.7 (a) $100,000,000 364-Day Credit Agreement, dated November
5, 1999, by and among Intermet, The Bank of Nova Scotia as
lender and administrative agent, and the various lenders
named therein (included as Exhibit 4.15 (a) to Intermet's
Form 10-K for the year ended December 31, 1999, File No.
0-13787, previously filed with the Commission and
incorporated herein by reference).

4.7 (b) Contents of Omitted Exhibits and Schedules to the
$100,000,000 364-Day Credit Agreement (included as Exhibit
4.15 (b) to Intermet's Form 10-K for the year ended
December 31, 1999, File No. 0-13787, previously filed with
the Commission and incorporated herein by reference).

4.7 (c) Guaranty agreement for the $100,000,000 364-Day Credit
Agreement, dated November 5, 1999, by and among Intermet
Corporation, Ironton, Iron, Inc., other subsidiaries of
Intermet named therein, The Bank of Nova Scotia as lender
and administrative agent, and the various lenders named
therein.

4.8 (a) $200,000,000 Term Loan Agreement, dated December 20,
1999, by and among Intermet, The Bank of Nova Scotia as
lender and administrative agent, and the various lenders
named therein (included as Exhibit 4.16 (a) to Intermet's
Form 10-K for the year ended December 31, 1999, File No.
0-13787, previously filed with the Commission and
incorporated herein by reference).

4.8 (b) Contents of Omitted Exhibits and Schedules to the
$200,000,000 Term Loan Agreement (included as Exhibit 4.16
(b) to Intermet's Form 10-K for the year ended December
31, 1999, File No. 0-13787, previously filed with the
Commission and incorporated herein by reference).

4.8 (c) Guaranty agreement for the $200,000,000 Term Loan
Agreement, dated December 20, 1999, by and among Intermet
Corporation, Ironton Iron, Inc., other subsidiaries of
Intermet named therein, The Bank of Nova Scotia as lender
and administrative agent, and the various lenders named
therein.

10.1 Ironton Iron, Inc. Retirement Plan, as amended (included
as Exhibit 10.1 to Ironton's Annual Report on Form 10-K
for the 1988 fiscal year, file no. 0-17028, previously
filed with the Commission and incorporated herein by
reference).

18 Preferability Letter for a Change in Accounting for Spare
Parts Used in Equipment (included as exhibit 18 to
Ironton's Form 10-Q for the quarter ended March 31, 1998,
File No. 0-17028, previously filed with the Commission and
incorporated herein by reference).

24 Power of Attorney is included on the signature pages of
this Report.

27 Financial Data Schedule

(b) Ironton did not file any reports on Form 8-K for the fourth quarter of 1999.

(d) Ironton has filed as financial statement schedules to this report those
financial statement schedules required by Regulation S-X, which are
excluded from Ironton's financial statements by Rule 14a-3(b).

- Schedule II - Valuation and Qualifying Accounts

The schedules not filed are omitted because the information required to be
contained in them is disclosed elsewhere in the Financial Statements or the
amounts involved are not sufficient to require submission.

14
15

Ironton Iron, Inc.

Schedule II

Valuation and Qualifying Accounts

Additions
-------------------------------
Balance at Charged to Charged to Balance at
Beginning of Costs and Other End of
Description Period Expenses Accounts Deductions Period
- ----------- ------ -------- -------- ---------- ------
(in thousands of dollars)

Year ended December 31, 1999:
Allowance for returns and doubtful accounts $412 $65(b) $ - $477(a) $-
Inventory reserve 80 - - 80(a) -
Deferred tax asset valuation allowance 29,224 11,903(c) - 41,127(a) -

(a) Effect of adopting the liquidation basis of accounting.

(b) Net effect of amounts charged to expense less actual returns and write-offs.

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

Page
----

Report of Independent Auditors F-1

Statement of Net Liabilities in Liquidation at December 31, 1999 F-2

Statement of Operations for the year ended December 31, 1999 F-3

Statement of Deficiency for the year ended December 31, 1999 F-4

Statement of Cash Flows for the year ended December 31, 1999 F-5

Notes to Financial Statements F-6

17
SIGNATURES

Pursuant to the requirements of Section 13 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/ John Doddridge
-----------------------
John Doddridge
President and Director

Date: March 30, 2000

Power of Attorney and Signatures

Know all men by these presents, that each person whose signature appears below
constitutes and appoints John Doddridge and James F. Mason, or either of them,
as attorney-in-fact, each with power of substitution, for such person in any and
all capacities, to sign any amendments to this Report on Form 10-K, and to file
the same, with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below, as of March 30, 2000, by the following persons on behalf
of the Company in the capacities indicated.

Signature Capacity
--------- --------

/s/ John Doddridge President and Director (Principal
----------------------------- Executive Officer, Principal
John Doddridge Financial Officer and Principal
Accounting Officer)

/s/ James F. Mason
----------------------------- Director
James F. Mason

Report of Independent Auditors

The Board of Directors and Shareholders
Ironton Iron, Inc.

We have audited the accompanying statement of net liabilities in liquidation of
Ironton Iron, Inc. (a subsidiary of Intermet Corporation) as of December 31,
1999 and the statements of operations, deficiency, and cash flows for the year
then ended. Our audit also included the financial statement schedule listed in
the index at Item 14(a). These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the 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. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 orderly shutdown of the
Company. Accordingly, the Company adopted the liquidation basis of accounting
effective December 31, 1999 and the statement of net liabilities in liquidity is
presented on that basis. The Company's statements of operations, deficiency and
cash flows for the year ended December 31, 1999 have been presented using
accounting principles applicable to a going concern.

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, 1999 and the results of its operations and its cash flows for
the year ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States, applied on the basis described in the
preceding paragraph. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, present fairly, in all material respects, the information set forth
therein.

/s/ Ernst & Young LLP

Detroit, Michigan
March 24, 2000

F - 1

IRONTON IRON, INC.
(IN PROCESS OF ORDERLY SHUTDOWN)

STATEMENT OF NET LIABILITIES IN LIQUIDATION
(IN THOUSANDS OF DOLLARS)

ASSETS DECEMBER 31,
1999
----------------

Cash $ 16
Accounts receivable 6,654
Inventories 1,831
Assets held for sale 8,093
----------------
Total assets 16,594
----------------

LIABILITIES

Accounts payable 2,699
Accrued liabilities 2,310
Shutdown costs 7,789
Accrued net operating losses 4,700
Due to affiliates 68,822
----------------
Total liabilities 86,320
----------------

Net liabilities in liquidation $ (69,726)
================

See accompanying notes.

F - 2

IRONTON IRON, INC.
(IN PROCESS OF ORDERLY SHUTDOWN)

STATEMENT OF OPERATIONS
(IN THOUSANDS OF DOLLARS)

YEAR ENDED
DECEMBER 31,
1999
----------------

Net sales $ 57,364
Cost of sales 71,757
----------------
Gross profit (14,393)

Operating expenses:
Corporate charges from parent (1,429)
Asset impairment and shutdown costs (17,483)
----------------
Operating loss (33,305)

Interest expense (685)
----------------
Loss before income taxes (33,990)

Provision for income taxes -
----------------

Net loss $(33,990)
================

See accompanying notes.

F - 3

IRONTON IRON, INC.
(IN PROCESS OF ORDERLY SHUTDOWN)

STATEMENT OF DEFICIENCY
(IN THOUSANDS OF DOLLARS, except per share data)

ADDITIONAL NET LIABILITIES
COMMON PAID-IN ACCUMULATED IN
STOCK CAPITAL DEFICIT LIQUIDATION
------------ -------------- ----------------- ------------------

Balance at January 1, 1999 $ 2,000 $ 49,523 $ (86,057)
Accrued dividends on redeemable
preferred stock ($10 per share) (117)
Net loss (33,990)
------------ -------------- ----------------- ------------------
Balance at December 31, 1999 prior to
adoption of liquidation basis of
accounting 2,000 49,523 (120,164)
Adoption of liquidation basis of
accounting:
Close capital accounts (2,000) (49,523) 120,164 $ 68,641
Adjust net liabilities in
liquidation to fair value 1,085
============ ============== ================= ==================
Net liabilities in liquidation at
December 31, 1999 $ - $ - $ - $ 69,726
============ ============== ================= ==================

See accompanying notes.

F - 4

IRONTON IRON, INC.
(IN PROCESS OF ORDERLY SHUTDOWN)

STATEMENT OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)

YEAR ENDED
DECEMBER 31,
1999
----------------

OPERATING ACTIVITIES
Net loss $(33,990)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation 2,782
Impairment of assets 9,795
Changes in operating assets and liabilities:
Accounts receivable 1,664
Inventories (1,550)
Other assets 117
Accounts payable (1,321)
Accrued liabilities 555
Shutdown costs 7,789
----------------
Net cash used in operating activities (14,159)

INVESTING ACTIVITIES
Additions to property, plant and equipment (2,082)
----------------
Net cash used in investing activities (2,082)

FINANCING ACTIVITIES
Increase in due to affiliates 16,244
----------------
Net cash provided by financing activities 16,244
----------------

Net decrease in cash and cash equivalents 3
Cash and cash equivalents at beginning of year 13
----------------
Cash and cash equivalents at end of year $ 16
================

See accompanying notes.

F - 5

IRONTON IRON, INC.
(IN PROCESS OF ORDERLY SHUTDOWN)

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Background and Summary of Significant Developments

Ironton Iron, Inc. ("Ironton") is engaged in the production and sale of ductile
iron castings, primarily for the automotive industry. Ironton is a subsidiary of
Intermet Corporation ("Intermet"). Transactions between Ironton and Intermet are
described in Note 5.

Ironton is a single operating unit with essentially one production process.
Virtually all sales are made to one geographic area (United States). Thus,
Ironton has only one reportable segment. Ironton has no items of other
comprehensive income. Thus, the comprehensive loss for the year ended December
31, 1999 is the same as the loss reported in the statement of operations.

Ironton has had enduring labor and operational difficulties. As a result,
Ironton has incurred significant operating losses since it was acquired by
Intermet in 1988. Because of the continuing difficulties, customers representing
a significant portion of its sales volumes had informed Intermet and Ironton in
late 1999 that they had decided to place their business with alternate sources.
The Ironton foundry is one of Intermet's oldest facilities and the cost to
modernize would further impact already negative operating results. During the
fourth quarter of 1999, Intermet's board of directors authorized the closure of
Ironton. On December 7, 1999, Intermet announced its plan for the orderly
shutdown of Ironton. Management expects that Ironton will cease operations by
the end of the first quarter of 2000.

After the foundry is closed, the assets will be sold. Management also expects at
the earliest practical date after sale of assets, but most likely during the
fourth quarter of 2000, demolition of the building will begin. Management
anticipates that demolition would be complete in 2001. We expect that any
required remediation will take place beginning in 2000 or 2001.

As a result of the board of directors authorizing the closure and Intermet's
announcement 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 value.
Accordingly, the statement of net liabilities in liquidation reflects assets and
liabilities based on their estimated fair values and estimated settlement
amounts. Changes in the estimated liquidation value of assets and liabilities
subsequent to December 31, 1999 will be recognized 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. The statements of
operations and cash flows are presented on the going concern basis of
accounting. However, as a result of the adoption of the plan for orderly
shutdown, comparative information and certain other disclosures are not
meaningful and have not been presented in the accompanying financial statements.

F - 6

IRONTON IRON, INC.
(IN PROCESS OF ORDERLY SHUTDOWN)

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The decision to close Ironton is the reason for recording a $9,795,000 charge
for impairment of assets and a $7,789,000 charge for shutdown costs in the
fourth quarter of 1999. All but $101,000 of the charges are included in
operating expenses; the remainder is included in cost of sales. The impairment
charge includes a write-down of $9,795,000 to fair value for capital assets (as
determined by an independent consultant) and inventories; building demolition
and remediation costs of $6,637,000; and provisions totaling $1,152,000 for
severance pay and employee benefits related to the termination of approximately
100 salaried employees. The land and machinery and equipment used in the
production of ferrous castings and related replacement parts are segregated in
the statement of net liabilities in liquidation as net assets held for sale.

F - 7

IRONTON IRON, INC.
(IN PROCESS OF ORDERLY SHUTDOWN)

NOTES TO FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in accordance with generally accepted
accounting principles 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 estimate for shutdown and net operating losses.
Such estimates have been developed pursuant to the provisions of the plan for
orderly shutdown. Actual results may differ from amounts estimated.

Revenue Recognition

Ironton recognizes revenue upon shipment of products.

Loss Per Common Share

Intermet is the sole common shareholder of Ironton's common stock. As a result,
loss per share data is not presented since it is not meaningful.

Cash and Cash Equivalents

All short-term investments with original maturities of less than 90 days are
deemed to be cash equivalents for purposes of the statement of cash flows.

2. INVENTORIES

Inventories are stated at fair market value in accordance with the liquidation
basis of accounting.

Inventories consist of the following (in thousands of dollars) at December 31,
1999:

Finished goods $ 290
Work in process 287
Raw materials 621
Supplies 633
------------
Totals $ 1,831
============

F - 8

IRONTON IRON, INC.
(IN PROCESS OF ORDERLY SHUTDOWN)

NOTES TO FINANCIAL STATEMENTS

3. RETIREMENT PLANS AND BENEFITS

Intermet has an Employee Stock Ownership Plan ("the ESOP") for certain of its
United States employees who are not covered by collective bargaining agreements,
including employees of Ironton. The ESOP requires contributions equal to 3% of
the annual compensation of the plan participants. Intermet may, at its
discretion, make additional contributions within specified limits. Intermet also
has a defined contribution plan for domestic salaried employees, including
employees of Ironton. Intermet and its subsidiaries make contributions equal to
2% of the annual compensation of participants. Participants are also allowed to
make contributions to the defined contribution plan, on a pre-tax basis, up to
15% of their annual compensation. Intermet and its subsidiaries match 50% of
participant's contributions, up to a specified limit. Ironton accrued
contributions to the two plans of $130,000 in 1999.

Ironton also had a defined contribution plan for hourly employees. Contributions
to the plan were based on hours worked by each employee and totaled $228,000 in
1999. The plan also allowed employees to make contributions, on a pre-tax basis,
up to 15% of their compensation.

Intermet provides health care and life insurance benefits to certain retired
salaried employees and their dependents, including employees of Ironton. Costs
for these benefits are incurred by Intermet and are not allocated back to
Ironton. Certain salaried employees can become eligible for retiree health care
benefits at age 55 depending on years of service. Retirees receive substantially
the same benefits as active employees. The medical plan generally pays 80% of
most medical expenses, less deductible amounts, with employees contributing to
the cost of dependent coverage. Coverage converts to a Medicare supplement at
age 65.

4. 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.

The provision for income taxes differs from the amount computed using the
statutory U.S. federal income tax rate for the following reasons (in thousands
of dollars):

Provision for income taxes at U.S. statutory
rate ($11,896)
Change in deferred valuation allowance 11,903
Other (7)
------------------
Total $ -
==================

F - 9

IRONTON IRON, INC.
(IN PROCESS OF ORDERLY SHUTDOWN)

NOTES TO FINANCIAL STATEMENTS

4. INCOME TAXES (CONTINUED)

The tax effects of the types of temporary differences and loss carryforwards
that give rise to deferred tax assets at December 31, 1999 (in thousands of
dollars):

Current assets $ 982
Current liabilities (982)
-------------
Total $ -
=============

5. 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. Amounts charged to
each subsidiary by Intermet are a function of the subsidiary's sales and total
assets. Intermet and Ironton believe the resulting allocation to be reasonable.

Intermet and its subsidiaries, including Ironton, are jointly and severally
liable for any borrowings under the agreements described below:

Intermet signed a five-year $300 million unsecured revolving credit
agreement with a bank group on November 5, 1999. This agreement replaced
the $200 million unsecured revolving credit facility, which was to expire
January 1, 2000. At the same time, Intermet executed a $100 million 364-day
unsecured revolving credit agreement. Standby letters of credit reduce the
borrowing limits of these two agreements. At December 31, 1999, such
standby letters of credit totaled $44,324,716. The revolving credit
agreements provide Intermet with several interest rate-pricing mechanisms
based on LIBOR. Intermet must also pay a fee, at rates ranging from 0.15%
to 0.375% per annum, on any unused portion of the revolving credit
agreements. These revolving credit agreements require Intermet to maintain
specified financial ratios and impose limitations on certain activities.
Intermet's outstanding balance at December 31, 1999 on the revolving credit
agreement was $193,500,000.

Intermet has $15,000,000 outstanding under an unsecured term loan agreement
with The Prudential Insurance Company of America. The note bears interest
at a rate of 8.05% per annum, payable quarterly. Annual principal payments
of $5,000,000 are required. The note agreement requires Intermet to
maintain certain financial ratios and imposes limitations on certain
activities.

In December, Intermet borrowed an additional $200 million in the form of an
eighteen-month unsecured term loan with a bank group. Interest on
outstanding borrowings for the first six months is LIBOR plus 2%. After the
first six-month period, interest rates are based on grid pricing. The term
loan requires Intermet to maintain financial ratios and impose limitations
on specified activities. The balance outstanding at December 31, 1999 was
$200,000,000.

F - 10

IRONTON IRON, INC.
(IN PROCESS OF ORDERLY SHUTDOWN)

NOTES TO FINANCIAL STATEMENTS

5. RELATED PARTY TRANSACTIONS (CONTINUED)

Until November 1999, Intermet maintained various uncommitted bank lines of
credit which were payable on demand. As a result of the new revolving
credit agreement dated November 5, 1999, Intermet extinguished the
uncommitted bank lines of credit.

Intermet loans money to, or invests the excess cash of, each of its subsidiaries
including Ironton. Amounts depend on the cash requirements of each subsidiary.
At December 31, 1999 outstanding loans from Intermet to Ironton were $68.8
million in the aggregate. Interest charged by Intermet to each of its
subsidiaries is calculated monthly based on specific working capital account
balances. Interest expense charged by Intermet to Ironton totaled $685,000 in
1999, which Ironton has not paid as of December 31, 1999.

6. MAJOR CUSTOMERS

Net sales to customers exceeding 10% of total net sales for the year ended
December 31, 1999 were as follows (as a percentage of total net sales):

Dana 41%
General Products Delaware Corporation 30%
DaimlerChrysler 13%

Sales to General Products Delaware Corporation are under the terms of a purchase
order issued by Ford. Intermet, through a subsidiary purchased in December 1996,
owned a 35% interest in General Products. Intermet sold its 35% interest in
General Products on March 7, 2000.

7. COMMITMENTS AND CONTINGENCIES

Legal

Ironton is engaged in various other legal proceedings and other matters
incidental to its normal business activities. Ironton does not believe any of
these matters will have a material adverse effect on its net liabilities in
liquidation or results of its operations or cash flows, or that any of these
matters affect Ironton's determination to proceed with the plan for orderly
shutdown of operations and liquidation of assets.

F - 11

IRONTON IRON, INC.
(IN PROCESS OF ORDERLY SHUTDOWN)

NOTES TO FINANCIAL STATEMENTS

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Environmental

As part of the orderly shutdown, Ironton has accrued $3.7 million for
environmental remediation. Ironton believes that it has adequately projected any
future expenditures in connection with environmental matters and does not
believe that the disposition of any of these matters will have a material
adverse effect on its net liabilities in liquidation, nor will any such
expenditures affect Ironton's determination to proceed with the plan for orderly
shutdown of operations and liquidation of assets.

F - 12

Exhibits Index

Exhibit
Number Description of Exhibit
------

24 Power of Attorney is included on the signature pages of
this Report.

27 Financial Data Schedule