================================================================================
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) FEBRUARY 28, 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 7.01. REGULATION FD DISCLOSURE.
As previously disclosed, on September 29, 2004, INTERMET Corporation and 17 of
its domestic subsidiaries (collectively, the "debtors") filed voluntary
petitions in the U.S. Bankruptcy Court for the Eastern District of Michigan (the
"Bankruptcy Court") seeking relief under chapter 11 of the United States
Bankruptcy Code. On February 28, 2005 the debtors filed their monthly operating
reports for the period January 1 through January 31, 2005 with the Bankruptcy
Court. The monthly operating reports are collectively furnished with this
Current Report on Form 8-K as Exhibit 99.1. Copies of each debtor's bank
statements have been omitted from Exhibit 99.1 to this Current Report due to the
volume of the statements. Copies of these statements can be obtained from the
debtors' monthly operating reports filed with the Bankruptcy Court, case number
04-67597.
The monthly operating reports contain unaudited financial information which has
not been reviewed by independent accountants, is limited to the debtors and is
in a format prescribed by applicable bankruptcy laws. The financial information
related to the debtors included in the monthly operating reports has been
prepared to conform with specific instructions from the U.S. Trustee and is not
presented in accordance with generally accepted accounting principles ("GAAP")
or SEC regulations applicable to financial statements contained in periodic
reports filed with the SEC. Preparation of the debtors' financial statements in
accordance with GAAP could result in material reconciliations and adjustments to
certain financial information presented in the monthly operating reports.
The monthly operating reports also contain information for periods that are
different from those contained in the reports INTERMET files pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such
information also may not be indicative of the financial condition or operating
results of INTERMET and its subsidiaries for the periods reflected in INTERMET's
financial statements or in its reports pursuant to the Exchange Act, or of
future results. As a result, the financial information in the monthly operating
reports is not presented on a consolidated basis and does not present the
consolidated results of INTERMET Corporation, except with respect to total
shareholders equity, as set forth below. Accordingly, the financial statements
in the monthly operating reports cannot be compared with the consolidated
financial condition and results of operations that INTERMET reports in its
Exchange Act filings.
The financial information contained in the operating statement and balance sheet
in the monthly operating statement for INTERMET Corporation represents the
consolidation of all of its domestic subsidiaries that are debtors, other than
Intermet Holding Company. Intermet Holding Company is a holding company of
certain foreign subsidiaries and does not itself have any domestic operations.
As a result, Intermet Holding Company's results are incorporated in the results
of INTERMET Corporation's foreign subsidiaries. The financial information for
INTERMET Corporation includes the net results of its foreign subsidiaries as if
they were accounted for on an equity accounting basis. Accordingly, the
individual line items in the operating statement and balance sheet are not fully
consolidated. Shareholders' equity, however, is equal to the amount that would
be reflected in fully consolidated financial statements prepared in accordance
with GAAP. As previously reported, the goodwill and certain fixed assets of
INTERMET and its domestic subsidiaries were being evaluated by an independent
financial consultant. That evaluation has been completed. As a result of the
recommendations of the financial consultant, and as anticipated, INTERMET has
recorded a reduction of goodwill in the amount of $165.9 million as of September
30, 2004. In addition, INTERMET has recorded a reduction in fixed assets as of
September 30, 2004 and December 31, 2004 representing impairment of fixed
assets, the total of which is $26.4 million. The negative shareholders' equity
of $106.7 million as shown on INTERMET's monthly operating report for the month
ending January 31, 2005 reflects the above described reduction of goodwill and
fixed assets.
While every effort has been made to assure the accuracy and completeness of the
monthly operating reports, errors or omissions may have inadvertently occurred
and INTERMET reserves the right to amend the monthly operating reports as
necessary.
INTERMET is continuing to work diligently to prepare those portions of its
Quarterly Report on Form 10-Q that have not yet been filed with the SEC,
including its financial statements and management discussion and analysis.
INTERMET will file an amended Form 10-Q with this information as soon as
possible.
This Current Report includes forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. The word "believes" and
similar expressions 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 consummate its anticipated DIP
financing; 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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
The following exhibit is being furnished herewith:
99.1 Monthly Operating Reports of the Debtors for the period from
December 1 through December 31, 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
February 28, 2005 By: /s/ Alan J. Miller
Alan J. Miller
Vice President, General Counsel and
Assistant Secretary
EXHIBIT INDEX
EX NO. DESCRIPTION
----- -----------
99.1 Monthly Operating Reports of the Debtors for the period from
December 1 through December 31, 2004.