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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) NOVEMBER 19, 2004
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INTERMET CORPORATION
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(Exact name of registrant as specified in its charter)
GEORGIA 0-13787 58-1563873
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5445 CORPORATE DRIVE, SUITE 200
TROY, MICHIGAN 48098-2683
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (248) 952-2500
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NOT APPLICABLE
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(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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 19, 2004, INTERMET Corporation entered into a Second
Amendment to Debtor in Possession Credit Agreement (the "Second 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 Second 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 "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. Pursuant to the terms of the
Credit Agreement, the Borrowers are able to borrow up to $20.0 million of the
DIP facility through December 31, 2004, subject to a budget and other
restrictions. The Borrowers' ability to borrow the additional $40.0 million is
subject to various conditions, many of which are addressed in the Second
Amendment. In connection with the execution of the Second Amendment, the
Borrowers delivered required collateral documents and certain other closing
deliveries to the Lenders. Additionally, the Second Amendment provides the
Borrowers additional time to (1) complete a budget for 2005, to be approved by
Deutsche Bank and Scotia Capital and (2) deliver certain deposit control
agreements.
In addition to completion of the 2005 budget and the deposit
control agreements, the Borrowers' ability to borrow the additional $40.0
million under the DIP Facility continues to remain subject to no material
adverse change in the business or condition of INTERMET and its subsidiaries,
taken as a whole; execution of agreements satisfactory to Deutsche Bank and
Scotia Capital by INTERMET and its customers representing 75% of INTERMET's
gross sales; and minimum availability of $25.0 million under the borrowing base.
A copy of the Second Amendment is attached to this Current Report
on Form 8-K as Exhibit 10.1.
ITEM 8.01. OTHER EVENTS.
As previously disclosed in the company's Current Report on Form
8-K filed November 12, 2004, the Bankruptcy Court gave its final approval of the
DIP Facility on November 5, 2004, subject to rights of appeal. On November 18,
the Official Committee of Unsecured Creditors of INTERMET Corporation filed a
Notice of Appeal notifying the Bankruptcy Court that it intends to appeal the
Court's order approving the DIP Facility.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
The following exhibit is being filed herewith:
10.1 Second Amendment to Debtor in Possession Credit Agreement dated as
of November 19, 2004.
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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
November 24, 2004 By: /s/ Alan J. Miller
Alan J. Miller
Vice President, General Counsel and
Assistant Secretary
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