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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) DECEMBER 30, 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 48098-2683
TROY, MICHIGAN ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (248) 952-2500
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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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 23, 2004, INTERMET Corporation entered into a
Third Amendment to Debtor in Possession Credit Agreement (the "Third 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 Third Amendment was subject to Bankruptcy Court approval, and the
court entered an order approving the amendment on December 30, 2004. The Third
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 and the Second Amendment to Debtor
in Possession Credit Agreement dated as of November 19, 2004 (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. Pursuant to the terms of the
Credit Agreement, the Borrowers are able to borrow up to $20.0 million of the
DIP Facility. The Third Amendment extends the Borrowers' ability to continue
borrowing this portion of the DIP Facility through January 14, 2005, subject to
a budget and other restrictions. The Borrowers believe that their continued
access to this portion of the DIP Facility will provide them with sufficient
working capital to continue operations through January 14, 2005.
The Borrowers' ability to borrow the additional $40.0 million
is subject to various conditions set forth in the Credit Agreement. The Third
Amendment extends the deadline from December 31, 2004 to January 14, 2005 for
the Lenders to notify Borrowers that they are satisfied with agreements reached
with the Borrowers' major customers representing 75% of the Borrowers' gross
sales. The Third Amendment also extends until January 14, 2005 the Borrowers'
completion and the Lenders' approval of a cash flow budget and forecast for
2005, provides that certain financial covenants for the remainder of the Credit
Agreement term will be established by January 14, 2005, and amends certain other
administrative deliveries under the Credit Agreement. Finally, the Third
Amendment states that the Borrowers are not required to deliver a mortgage
encumbering certain property in Radford, Virginia until 30 days after Deutsche
Bank's request.
In addition to conditions discussed above, 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 having occurred, taken as a whole.
In consideration for the amendments to the DIP Facility
contained in the Third Amendment, the Borrowers are required to pay to each of
Deutsche Bank and Scotia Capital its pro rata share of a $125,000 fee and the
accrued fees and expenses incurred by Deutsche Bank, Scotia Capital, their
counsel and advisors before December 30, 2004.
A copy of the Third Amendment is attached to this Current
Report on Form 8-K as Exhibit 10.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
The following exhibit is being filed herewith:
10.1 Third Amendment to Debtor-In-Possession Credit Agreement dated
as of December 23, 2004.
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
December 30, 2004 By: /s/ Alan J. Miller
Alan J. Miller
Vice President, General Counsel and
Assistant Secretary
EXHIBIT INDEX
Exhibit Number Exhibit
10.1 Third Amendment to Debtor-In-Possession Credit
Agreement dated as of December 23, 2004.