
                         Roanoke Times
                 Copyright (c) 1995, Landmark Communications, Inc.

DATE: SATURDAY, October 7, 1995                   TAG: 9510080002
SECTION: BUSINESS                    PAGE: A-4   EDITION: METRO 
SOURCE: GREG EDWARDS STAFF WRITER
DATELINE:                                 LENGTH: Medium

INTERMET TRIES TO DISCOURAGE ITS TAKEOVER

THE CORPORATION, which has plants in Radford and Lynchburg, gives shareholders the right to buy stock at a set price to fend off a bid.

Intermet Corp. of Troy, Mich., which announced Monday it is the target of a takeover attempt by the company's former chairman, said Friday its directors adopted a measure designed to make that effort less attractive.

Intermet, which operates two metal fabrication plants in Radford and another in Lynchburg, adopted what it called a ``shareholder protection rights plan.'' It gives shareholders, except those trying to take over the company, the right to buy additional shares of the company's preferred or common stock for the set price of $40 per share. The rights become effective on a date to be specified by the board once someone announces the intent to acquire the company.

Intermet stock, trading on the Nasdaq stock market, closed Friday at $13.621/2 a share, down 25 cents.

The plan also entitles shareholders to buy shares of stock from anyone trying to take over the company, if that person controls the company's board and the board attempts to merge the company with another or sell more than half of the company's stock.

The company, which makes precision castings used in cars and light trucks, said the plan was adopted ``to enable Intermet to maintain the status quo'' while it considers a cash merger proposal by GWM Inc. of Atlanta and Kelso & Co. L.P. of New York or any other offer it might receive. The plan will ``help ensure that all shareholders receive the full value of their investment,'' the company said.

GWM Inc. is owned by George Mathews, former chairman and chief executive officer of Intermet, who left the post for health reasons last year but still sits on the company's board. With his family, Mathews owns 25 percent of Intermet's stock.

The plan adopted Friday is aimed at anyone trying to obtain 10 percent or more of the company. It allows the board to cancel the shareholder rights anytime before the date they are to take effect.

In addition to the shareholders' rights plan, the board also amended the company's bylaws to raise the percentage of shares needed to call a special shareholders' meeting from 20 percent to 50 percent and to require advance notice of shareholder proposals and nominations for directors.

John Doddridge, Intermet's current chairman, said the rights plan won't prevent a takeover of Intermet ``at a full and fair price.'' He added, however, that the plan could reduce the value of the holdings of anyone acquiring more than 10 percent of the company's stock unless the board first agrees that the acquisition is in the best interest of the company and its shareholders.

by CNB