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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 31, 1998
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 (I.R.S. Employer
of incorporation) File Number) Identification Number
5445 Corporate Drive, Suite 200, Troy, Michigan 48098
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(Address of principal executive offices) (Zip Code)
(248) 952-2500
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Registrant's telephone number, including area code
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Item 2. Acquisition or Disposition of Assets
On December 31, 1998, pursuant to an Asset Purchase Agreement dated as of
December 2, 1998 (the "Agreement") between Intermet Corporation, a Georgia
corporation ("Registrant") and Quadion Corporation, a Minnesota corporation
("Quadion"), Tool Products, Inc., a Delaware corporation and a wholly-owned
subsidiary of Registrant ("Subsidiary") acquired the assets of the Tool Products
operating division of Quadion (the "Business"). The consideration for the
Business was $58,988,000 in cash (subject to certain post-closing adjustments)
plus assumption of certain of the obligations of Quadion related to the
Business. The assumed obligations include ordinary payables and existing
contractual obligations, including certain equipment leases, associated with
operation of the Business and an existing obligation of approximately $4,500,000
in certain industrial development bonds used to finance a facility of the
Business in Jackson, Tennessee. The Registrant has guaranteed the performance by
subsidiary of all of Registrant's obligations under the Agreement. The
Registrant believes that the consideration represents a fair market value for
the Business based on its assets and the past and prospective earnings of the
Business.
The funds required to purchase the Business were obtained in part pursuant to a
Third Amended and Restated Credit Agreement dated as of November 14, 1996 (the
"Credit Agreement") among Registrant, SunTrust Bank, Atlanta, NBD Bank, First
Union National Bank of North Carolina and certain other banks (the "Banks").
Under the Credit Agreement, the Banks have provided to the Registrant a senior
unsecured revolving credit facility in the aggregate amount of $200 million (the
"Revolving Credit Facility"). Advances under the Revolving Credit Facility and
cash on hand were used to finance the acquisition of the Business.
The Business is engaged in the manufacture and sale of precision engineered,
close tolerance aluminum die castings for the automotive electronics industry.
It also manufactures die castings for other applications in the motor vehicle,
electronics, communications, power tool and recreation industries. The Business
has manufacturing locations in New Hope, Minnesota and Jackson, Tennessee.
The purchased assets are presently used in the business described above and the
Registrant presently intends to continue to use the assets for such purposes.
Item 7. Financial Statement and Exhibits
(c) Exhibits
(2) 1. Asset Purchase Agreement dated as of December 2, 1998 between
Intermet Corporation and Quadian Corporation
(2) 2. Contents of Omitted Schedules to Asset Purchase Agreement
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SIGNATURES
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 thereunto duly authorized.
INTERMET CORPORATION
By: /s/ Walter T. Knollenberg
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Walter T. Knollenberg
Corporate Controller
(Principal Accounting Officer)
Dated: January 14, 1999
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1. Asset Purchase Agreement
2. Contents of Omitted Schedules to Asset Purchase
Agreement