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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) AUGUST 23, 2005
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INTERMET CORPORATION
(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
(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 7.01. REGULATION FD DISCLOSURE.
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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 August 22, 2005 the debtors filed their monthly operating
reports for the period July 1 through July 31, 2005 with the Bankruptcy Court.
The July 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 Corporation 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, except with respect to total shareholders'
equity, as described 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.
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.
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On June 24, 2005, INTERMET filed its Annual Report on Form 10-K for its fiscal
year ended December 31, 2004 and an amended Quarterly Report on Form 10-Q/A for
the quarterly period ended September 30, 2004 that included the portions of the
report that were not previously filed with the SEC, including financial
statements and management discussion and analysis. On August 15, 2005, INTERMET
filed a Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2005 and a Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2005.
ITEM 8.01. OTHER EVENTS.
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On June 27, 2005, INTERMET filed its Disclosure Statement relating to its
proposed Plan of Reorganization with the Bankruptcy Court. On August 12, 2005,
INTERMET filed its Amended Disclosure Statement relating to its proposed Amended
Plan of Reorganization (the "Amended Disclosure Statement") with the Bankruptcy
Court. The Amended Disclosure Statement was filed with the Securities and
Exchange Commission as an exhibit to a Form 8-K on August 15, 2005.
The July earnings reflected in the monthly operating report filed as an exhibit
to this Form 8-K are lower than was anticipated in the projected financial
information included as an exhibit to the Amended Disclosure Statement (the
"Projections").
The weakness in the July financial results are primarily attributable to delays
in completing the restructuring and implementation of operational improvements
in Intermet's Light Metals Group, as well as the costs associated with
implementing the restructuring. July results for the Ferrous Group were also
more negatively impacted by July OEM shutdowns than originally anticipated.
As previously announced, INTERMET's Light Metals Group recently closed its
Racine, Wisconsin plants and is in the process of suspending production at its
Hannibal, Missouri plant, shifting the production and in many cases the
production machinery and equipment from those plants to other plants. INTERMET
expects that the Light Metals Group will continue to perform below expectations
for the reminder of the third quarter and early fourth quarter of 2005,
resulting in full year 2005 projected operating income to be lower than the
estimates included in the Projections by approximately $8 million.
INTERMET has focused additional resources on completing the operational
restructuring as rapidly as possible to reduce operating costs in the Light
Metals Group and restore operating margins to anticipated levels, and expects to
have the operational restructuring fully completed by year end. Therefore,
INTERMET continues to believe the projected financial information for fiscal
year 2006 and beyond included in the Projections remain valid as reasonable
expectations of financial performance for the periods indicated, subject to the
assumptions included in the Projections.
Cautionary Statement: This report includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. 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
uncertainty of any confirmation of INTERMET's proposed Plan of Reorganization;
the final terms of any confirmed Plan of Reorganization; the economic cost,
management distraction and lost business opportunities associated with
bankruptcy proceedings; INTERMET's continued access to its 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
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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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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(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
July 1 through July 31, 2005.
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Signature
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
August 23, 2005 By: /s/ Alan J. Miller
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Alan J. Miller
Vice President, General Counsel and
Assistant Secretary
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Exhibit Index
<Table>
<Caption>
Exhibit No. Description
99.1 Monthly Operating Reports of the debtors for the period from
July 1 through July 31, 2005.
</Table>