-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ka9wnNOHOTlwQVUSNxRMvMoUG8OpOYRw7BgHKdbVViqF6lNvjXppwYwVQWXzY+ci BhEQejqhu1q4Y0uyAhkHCQ== 0000950144-95-002755.txt : 19951004 0000950144-95-002755.hdr.sgml : 19951004 ACCESSION NUMBER: 0000950144-95-002755 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951003 SROS: NASD GROUP MEMBERS: CHRISTOPHER D. HOHLSTEIN GROUP MEMBERS: GEORGE W. MATHEWS, III GROUP MEMBERS: GEORGE W. MATHEWS, III ACCUMULATION TRUST GROUP MEMBERS: KATHLEEN M. HOHLSTEIN GROUP MEMBERS: KATHLEEN W. MATHEWS ACCUMULATION TRUST GROUP MEMBERS: MATHEWS GEORGE W JR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERMET CORP CENTRAL INDEX KEY: 0000745287 STANDARD INDUSTRIAL CLASSIFICATION: IRON & STEEL FOUNDRIES [3320] IRS NUMBER: 581563873 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36555 FILM NUMBER: 95578454 BUSINESS ADDRESS: STREET 1: 2859 PACES FERRY RD STE 1600 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 4044316000 MAIL ADDRESS: STREET 1: 2859 PACES FERRY ROAD STREET 2: SUITE 1600 CITY: ATLANTA STATE: GA ZIP: 30339 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MATHEWS GEORGE W JR CENTRAL INDEX KEY: 0000909570 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2859 PACES FERRY RD SUITE 1750 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4044375480 MAIL ADDRESS: STREET 1: 2859 PACES FERRY ROAD SUITE 1750 CITY: ATLANTA STATE: GA ZIP: 30339 SC 13D/A 1 INTERMET SCHEDULE 13D/JANE KERR MATHEWS 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4 WITH RESPECT TO GEORGE W. MATHEWS, JR.) INTERMET CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 45881K-10-4 -------------------------------------------------------- (CUSIP Number) G. William Speer, Esq. Powell, Goldstein, Frazer & Murphy Sixteenth Floor, 191 Peachtree Street Atlanta, Georgia 30303 (404) 572-6722 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 1, 1995 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [x]. [With respect to Jane Kerr Mathews only] Check the following box if a fee is being paid with the statement [x]. A filing fee is being paid with respect to the filing persons other than George W. Mathews, Jr., who paid a filing fee upon his initial filing of Schedule 13D. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. Page 1 of 14 Pages 2 SCHEDULE 13D CUSIP No. 45881K-10-4 Page 2 of 14 Pages ----------- --- ---- - ----------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George W. Mathews, Jr. - ----------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] - ----------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 4,551,098 NUMBER OF -------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 31,000 EACH -------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 3,500,141 ------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 956,052 - ----------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,551,098 - ----------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.4% - ----------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3 SCHEDULE 13D CUSIP No. 45881K-10-4 Page 3 of 14 Pages ----------- --- ---- - ----------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jane Kerr Mathews - ----------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] - ----------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. and Ireland - ----------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 723,300 (as trustee) NUMBER OF -------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH -------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 723,300 (as trustee) ------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ----------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 723,300 - ----------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - ----------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
4 SCHEDULE 13D CUSIP No. 45881K-10-4 Page 4 of 14 Pages ----------- --- ---- - ----------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kathleen M. Hohlstein - ----------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] - ----------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 254,125 NUMBER OF -------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,600 EACH -------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 254,125 ------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,600 - ----------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 256,725 - ----------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% - ----------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
5 SCHEDULE 13D CUSIP No. 45881K-10-4 Page 5 of 14 Pages ----------- --- ---- - ----------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Christopher D. Hohlstein - ----------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] - ----------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 36,000 NUMBER OF -------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,600 EACH -------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 36,000 ------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,600 - ----------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,600 - ----------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% - ----------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
6 SCHEDULE 13D CUSIP No. 45881K-10-4 Page 6 of 14 Pages ----------- --- ---- - ----------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kathleen W. Mathews Accumulation Trust - ----------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] - ----------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 361,650 NUMBER OF -------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH -------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 361,650 ------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 361,650 - ----------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% - ----------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------------------------------------------------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
7 SCHEDULE 13D CUSIP No. 45881K-10-4 Page 7 of 14 Pages ----------- --- ---- - ----------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George W. Mathews, III - ----------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] - ----------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 256,725 NUMBER OF -------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH -------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 256,725 ------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 256,725 - ----------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% - ----------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
8 SCHEDULE 13D CUSIP No. 45881K-10-4 Page 8 of 14 Pages --- ---- - ----------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George W. Mathews, III Accumulation Trust - ----------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] - ----------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 361,650 NUMBER OF -------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH -------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 361,650 ------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 361,650 - ----------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% - ----------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 - ----------------------------------------------------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
9 This Statement on Schedule 13D (the "Statement") is filed on behalf of the following filing persons (the "Filing Persons"): George W. Mathews, Jr. ("Mr. Mathews"), Jane Kerr Mathews ("Mrs. Mathews"), Kathleen M. Hohlstein ("Mrs. Hohlstein"), Christopher D. Hohlstein ("Mr. Hohlstein"), the Kathleen W. Mathews Accumulation Trust created by agreement dated December 21, 1976 (the "KWM Trust"), George W. Mathews, III ("Mr. Mathews, III"), the George W. Mathews, III Accumulation Trust created by agreement dated December 21, 1976 (the "GWM, III Trust"). With respect to Mr. Mathews, this Statement constitutes Amendment No. 4 to the Statement on Schedule 13D, as amended, previously filed by Mr. Mathews. ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is Common Stock, $0.01 par value (the "Common Stock"). The name of the issuer of such securities is Intermet Corporation (the "Company") and the address of its principal executive offices is 2859 Paces Ferry Road, Suite 1600, Atlanta, Georgia 30339. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by the aforementioned Filing Persons. The business address of each of the Filing Persons is c/o Geo. Mathews & Associates, Inc., 2859 Paces Ferry Road, Suite 1750, Atlanta, Georgia 30339. The present principal occupation of each of the Filing Persons who are natural persons and the name of any organizations in which such employment is conducted are set forth on Appendix I hereto, which is hereby incorporated by reference herein. During the last five years, none of the Filing Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Filing Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the reporting person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of the Filing Persons, excluding the Trusts, are United States citizens. In addition, Mrs. Mathews is also a citizen of Ireland. The Trusts were created under Georgia law. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS. This Statement does not report an acquisition of the Common Stock, but rather is filed pursuant to Rule 13d-1(b)(3) and Rule 13d-2 promulgated under the Act to report the Filing Persons' proposals regarding the potential acquisition of the Company. The source and amount of funds for previous acquisitions of the Common Stock by Mr. Mathews are described in Mr. Mathews' previous Page 9 of 14 Pages 10 Schedule 13D filings. On February 28, 1995, Mr. Mathews exercised stock options previously granted by the Company to acquire 16,000 shares of Common Stock for an aggregate purchase price of approximately $96,000 funded by Mr. Mathews' personal funds. Substantially all of the Common Stock held by the Filing Persons other than Mr. Mathews was acquired by gifts from Mr. Mathews. ITEM 4. PURPOSE OF TRANSACTION. On October 1, 1995, GWM, Inc., ("GWM, Inc.") and Kelso & Company, L.P. ("Kelso") delivered a letter (the "Proposal Letter") to the Board of Directors of the Company relating to a proposal by GWM, Inc. and Kelso to acquire all of the outstanding Common Stock (other than certain shares held by the Filing Persons) in a cash merger. Mr. Mathews is the sole shareholder of GWM, Inc. A copy of the Proposal Letter is filed herewith as Exhibit 99.1 and is hereby incorporated by reference herein. Mr. Mathews and Kelso have advised John Doddridge, Chairman and Chief Executive Officer of the Company, of their desire that Mr. Doddridge continue to serve as Chairman and Chief Executive Officer in the event an acquisition is consummated. In the event that the proposed merger or other acquisition of all of the outstanding Common Stock were consummated, the Filing Persons do not propose material changes in management of the Company, except that it is anticipated that the composition of the board of directors would be altered to consist of designees of the Filing Persons, designees of Kelso, and independent directors. In addition, in the event a merger or other acquisition were consummated, it is anticipated that the Common Stock would be delisted from the New York Stock Exchange and that the long-term debt of the Company would be increased to finance the acquisition. Except as indicated herein or as may be provided in a definitive merger or acquisition agreement, the Filing Persons have no present plans or proposals (although they reserve the right to develop such plans or proposals in the future) which relate to or would result in: a. The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; c. A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; d. Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; e. Any material change in the present capitalization or dividend policy of the Company; Page 10 of 14 Pages 11 f. Any other material change in the Company's business or corporate structure; g. Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; h. Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or i. Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The Filing Persons may constitute a "group" within the meaning of Section 13(d) of the Act and Rule 13d-5 thereunder, and such group may therefore be deemed to beneficially own an aggregate of 5,823,848 shares of Common Stock, representing approximately 23.6% of the outstanding shares of Common Stock. Percentages set forth herein are based upon 24,701,874 shares of Common Stock outstanding, as reported in the Company's most recent Quarterly Report on Form 10-Q. Mr. Mathews is the beneficial owner of 4,551,098 shares of Common Stock, representing approximately 18.4% of the outstanding shares of Common Stock. Mr. Mathews has the sole power to vote the shares owned by him, except for 31,000 shares held by Trust Company Bank as trustee for Mr. Mathews under the will of Mildred Watts Shorter (the "MWS Shares"), as to which he has shared voting power. Mr. Mathews has sole power to dispose of all of the Common Stock owned by him, except for the 31,000 MWS Shares, 94,905 shares held by the Intermet Employee Stock Ownership Plan and 925,052 shares which are pledged to Trust Company Bank of Columbus, N.A. as security for a personal line of credit, as to which he has shared dispositive power. No transactions were effected by Mr. Mathews in the previous sixty day period. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by Mr. Mathews. Mrs. Mathews is the trustee of the KWM Trust and the GWM, III Trust (collectively, the "Trusts"). Mrs. Mathews disclaims beneficial ownership of the 723,300 shares of Common Stock held by the Trusts. Mrs. Mathews, in her capacity as trustee, has the sole power to vote and to dispose of all of the Common Stock owned by the Trusts. No transactions were effected by Mrs. Mathews in the previous sixty day period. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock held by the Trusts. Mrs. Hohlstein is the beneficial owner of 256,725 shares of Common Stock, representing approximately 1.0% of the outstanding shares of Common Stock. Except for 2,600 shares of Common Stock held jointly with Mr. Hohlstein, Mrs. Hohlstein has the sole power to vote and to dispose of all of the Common Stock owned by her. No transactions were effected by Mrs. Hohlstein in the previous Page 11 of 14 Pages 12 sixty day period. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by Mrs. Hohlstein. Mr. Hohlstein is the beneficial owner of 38,600 shares of Common Stock, representing approximately 0.2% of the outstanding shares of Common Stock. Except for 2,600 shares of Common Stock held jointly with Mrs. Hohlstein, Mr. Hohlstein has the sole power to vote and to dispose of all of the Common Stock owned by him. No transactions were effected by Mr. Hohlstein in the previous sixty day period. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by Mr. Hohlstein. Mr. Mathews, III is the beneficial owner of 256,725 shares of Common Stock, representing approximately 1.0% of the outstanding shares of Common Stock. Mr. Mathews, III has the sole power to vote and to dispose of all of the Common Stock owned by him. No transactions were effected by Mr. Mathews, III in the previous sixty day period. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by Mr. Mathews, III. The KWM Trust is the beneficial owner of 361,650 shares of Common Stock, representing approximately 1.5% of the outstanding shares of Common Stock. Mrs. Mathews, in her capacity as trustee of the KWM Trust, has the sole power to vote and to dispose of all of the Common Stock owned by the KWM Trust. No transactions were effected by the KWM Trust in the previous sixty day period. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by the KWM Trust. The GWM, III Trust is the beneficial owner of 361,650 shares of Common Stock, representing approximately 1.5% of the outstanding shares of Common Stock. Mrs. Mathews, in her capacity as trustee of the GWM, III Trust, has the sole power to vote and to dispose of all of the Common Stock owned by the GWM, III Trust. No transactions were effected by the GWM, III Trust in the previous sixty day period. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by the GWM, III Trust. Except as indicated to the contrary herein, each of the Filing Persons disclaims beneficial ownership of Common Stock beneficially owned by the other Filing Persons. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Mr. Mathews is the spouse of Mrs. Mathews and the father of Mrs. Hohlstein and Mr. Mathews, III, Mr. Hohlstein is the spouse of Mrs. Hohlstein. Mrs. Mathews is the Trustee of the KWM Trust and the GWM, III Trust, which are for the benefit of Mrs. Hohlstein and Mr. Mathews, III, respectively. As a result of their family relationship, the Filing Persons may be deemed to constitute a "group." Each Page 12 of 14 Pages 13 of the Filing Persons intends to support the proposal to acquire the Company summarily outlined in the Proposal Letter. In connection with a personal line of credit, Mr. Mathews has pledged 925,052 shares of Common Stock to Trust Company Bank of Columbus, N.A. pursuant to a note with standard default provisions. Except as indicated herein, the Filing Persons have not entered into any contracts, arrangements, understandings, or relationships (legal or otherwise) with respect to any securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1. Letter dated October 1, 1995 to the Board of Directors of Intermet Corporation. Exhibit 99.2. Joint Filing Agreement and Power of Attorney. SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 3, 1995 /s/ George W. Mathews, Jr. - ------------------------- ------------------------------------------ Date Signature Name: George W. Mathews , as ------------------------------ Attorney-in-Fact pursuant to power of attorney filed herewith Page 13 of 14 Pages 14 APPENDIX I The present principal occupation or employment of the Filing Persons who are natural persons and the name of any organization in which such employment is conducted are set forth below:
Present and Principal Filing Person Occupation or Employment ------------- ------------------------ George W. Mathews, Jr. President, Geo. Mathews & Associates, Inc.; previously served as Chairman of the Board of Directors and Chief Executive Officer of Intermet Corporation Jane Kerr Mathews Writer Kathleen M. Hohlstein Personal Investments Christopher D. Hohlstein Controller, CPM Division of Intermet Corporation George W. Mathews, III Personal Investments
Page 14 of 14 Pages EX-99.1 2 TRANSMITTAL LETTER 1 EXHIBIT 99.1 GWM, INC. KELSO & COMPANY, L.P. 2859 Paces Ferry Road 350 Park Avenue Suite 1750 21st Floor Atlanta, GA 30339 New York, NY 10022 (404) 437-5480 (212) 751-3939 October 1, 1995 CONFIDENTIAL - ------------ Board of Directors Board of Directors Intermet Corporation Intermet Corporation 2859 Paces Ferry Road 1450 West Longlake Suite 1600 Suite 150 Atlanta, GA 30339 Troy, MI 48098 Gentlemen: As you know, George W. Mathews, Jr., has had a long and distinguished history with Intermet Corporation (the "Company"), having founded the Company in 1971 and having served as Chairman and Chief Executive officer for 23 years prior to his retirement from such positions in November 1994. In addition to being the Company's largest stockholder, Mr. Mathews is well known to the Company's major customers, major suppliers, management and lenders as well as many of the Company's employees and stockholders. Mr. Mathews and his family would like to restore the Company to its prior privately-owned status, thus operating with a longer-term perspective than a publicly-owned company and without the pressures on quarter-to-quarter earnings improvement and on producing share price performance in spite of a thin trading market for the Company's common stock. Mr. Mathews has asked Kelso & Company, L.P., a well-known and highly respected private investment firm, to assist him and his family in acquiring the shares not owned by the family in a transaction intended to provide an attractive price to the other stockholders for their shares. The transaction described below would accomplish this objective and, we believe, be in the best interests of all stockholders. In furtherance of this objective, Mr. Mathews' company, GWM, Inc., and Kelso are pleased to express their interest in acquiring all of the Company's outstanding shares of common stock (other than certain shares held by members of the Mathews family) in a cash merger for a price of $13.50 per share in cash (assuming not more than 25,893,719 shares outstanding on a fully-diluted basis). Our proposed offer represents an approximate 20% premium over the Company's closing stock price of $11.25 on September 29, 1995. In addition, the proposed offer reflects premiums of 16% and 26% over the Company's average closing stock price during the past 20 and 60 trading days, respectively. Finally, our proposed offer represents a premium of 6% over the highest closing price for the Company's common stock over the past five years and an 170% premium over the lowest closing price for the Company's common stock during the past year. 2 Board of Directors of Intermet Corporation Page 2 As you know, Mr. Mathews and his family currently hold 5,823,848 or approximately 23% of the outstanding common stock of the Company. Kelso, through its investment fund, Kelso Investment Associates V, L.P., has over $700 million of committed equity capital and has the ability to invest in excess of $140 million in a single transaction. Since 1980, Kelso has completed 52 transactions with an aggregate capitalization in excess of $10 billion, including investments in such well known companies as American Standard, Club Car and Masland. Obviously, we have an abiding respect for and a high degree of confidence in the Company's management team. We intend to retain senior management, maintain their current compensation arrangements and offer them an opportunity to participate in the transaction as equity investors. We have recently spoken with John Doddridge and are hopeful that he will remain with the Company in his position as Chairman and Chief Executive Officer following consummation of the proposed transaction. Our proposal has been structured with a common equity base in excess of $100 million, to be provided by the Mathews family and Kelso, that will support the Company's long-term growth strategy. In addition, Bear, Stearns & Co. Inc. and NationsBank, N.A. and NationsBanc Capital Markets, Inc. will provide or raise the debt financing required to support our proposal. We and our financial advisors are confident that such financing can be arranged on a timely basis. We look forward to working with you to negotiate and execute a mutually satisfactory merger agreement. We are prepared to execute a customary confidentiality and standstill agreement to facilitate our ability to conduct certain confirmatory due diligence during a limited time period which we believe will not exceed two weeks. We anticipate being in a position to execute a definitive merger agreement upon completion of such diligence. Our financial and legal advisors are prepared to meet with the Company and its advisors at your earliest convenience to review the specific financial aspects, capital structure and other terms of our proposal. The details of our proposal will be contained in our proposed merger agreement, which will contain provisions customary for transactions of this nature. We have retained Powell, Goldstein, Frazer & Murphy and Debevoise & Plimpton as our legal counsel and Deloitte & Touche as our accountants in connection with the proposed acquisition. While we would have preferred to negotiate all of the terms of this transaction with you before any public disclosure is made, Mr. Mathews' counsel has advised us that Mr. Mathews and the appropriate members of the Mathews family should promptly file appropriate amendments to their current Schedules 13D and 13G to report the proposal made in this letter. A copy of this letter will be attached as an exhibit to the amendments. 3 Board of Directors of Intermet Corporation Page 3 We hope you will find our proposal attractive from the perspectives of both the Company and its public stockholders. We would like to meet with you and your financial and legal advisors as soon as practicable, and we are prepared to move forward as quickly as possible. Please call George Mathews at (404) 437-5480 or Frank Nickell or Tom Wall at (212) 751-3939 to arrange a mutually convenient time to discuss this proposal. Thank you for your time and consideration. Very truly yours, GWM, INC. KELSO & COMPANY, L.P. By: Kelso & Company, Inc. Its General Partner By: /s/ George W. Mathews, Jr. ------------------------------- George W. Mathews, Jr. President By: /s/ Frank T. Nickell -------------------------- Frank T. Nickell President EX-99.2 3 JOINT FILING AGREEMENT & POWER OF ATTORNEY 1 EXHIBIT 99.2 JOINT FILING AGREEMENT AND POWER OF ATTORNEY WHEREAS, the statement or amended statement on Schedule 13D to which this agreement is an exhibit (the "Joint Statement") is being filed on behalf of two or more persons (collectively, the "Filing Persons"); and WHEREAS, the Filing Persons prefer to file the Joint Statement on behalf of all of Filing Persons rather than individual statements on Schedule 13D on behalf of each of the Filing Persons; NOW, THEREFORE, the undersigned hereby agrees as follows with each of the other Filing Persons: 1. Each of the Filing Persons is individually eligible to use the Joint Statement. 2. Each of the Filing Persons is responsible for the timely filing of the Joint Statement and any amendments thereto. 3. Each of the Filing Persons is responsible for the completeness and accuracy of the information concerning such person contained in the Joint Statement. 4. None of the Filing Persons is responsible for the completeness or accuracy of the information concerning the other Filing Persons contained in the Joint Statement, unless such person knows or has reason to believe that such information is inaccurate. 5. The undersigned agrees that the Joint Statement is, and any amendment thereto will be, filed on behalf of each of the Filing Persons. 6. The undersigned hereby constitutes and appoints GEORGE W. MATHEWS, JR., CHRISTOPHER D. HOHLSTEIN and G. WILLIAM SPEER, and each of them, as the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in the name, the place and stead, in any and all capacities, to sign the Schedule 13D to which this Agreement is an Exhibit and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby 2 ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. By: /s/ George W. Mathews, Jr. ---------------------------------- Name: George W. Mathew, Jr. -------------------------------- Title: ------------------------------- Dated: October 1, 1995 ----------------- 3 JOINT FILING AGREEMENT AND POWER OF ATTORNEY WHEREAS, the statement or amended statement on Schedule 13D to which this agreement is an exhibit (the "Joint Statement") is being filed on behalf of two or more persons (collectively, the "Filing Persons"); and WHEREAS, the Filing Persons prefer to file the Joint Statement on behalf of all of Filing Persons rather than individual statements on Schedule 13D on behalf of each of the Filing Persons; NOW, THEREFORE, the undersigned hereby agrees as follows with each of the other Filing Persons: 1. Each of the Filing Persons is individually eligible to use the Joint Statement. 2. Each of the Filing Persons is responsible for the timely filing of the Joint Statement and any amendments thereto. 3. Each of the Filing Persons is responsible for the completeness and accuracy of the information concerning such person contained in the Joint Statement. 4. None of the Filing Persons is responsible for the completeness or accuracy of the information concerning the other Filing Persons contained in the Joint Statement, unless such person knows or has reason to believe that such information is inaccurate. 5. The undersigned agrees that the Joint Statement is, and any amendment thereto will be, filed on behalf of each of the Filing Persons. 6. The undersigned hereby constitutes and appoints GEORGE W. MATHEWS, JR., CHRISTOPHER D. HOHLSTEIN and G. WILLIAM SPEER, and each of them, as the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in the name, the place and stead, in any and all capacities, to sign the Schedule 13D to which this Agreement is an Exhibit and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby 4 ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. By: /s/ Jane Kerr Mathews ---------------------------------- Name: Jane Kerr Mathews -------------------------------- Title: ------------------------------- Dated: October 1, 1995 ----------------- 5 JOINT FILING AGREEMENT AND POWER OF ATTORNEY WHEREAS, the statement or amended statement on Schedule 13D to which this agreement is an exhibit (the "Joint Statement") is being filed on behalf of two or more persons (collectively, the "Filing Persons"); and WHEREAS, the Filing Persons prefer to file the Joint Statement on behalf of all of Filing Persons rather than individual statements on Schedule 13D on behalf of each of the Filing Persons; NOW, THEREFORE, the undersigned hereby agrees as follows with each of the other Filing Persons: 1. Each of the Filing Persons is individually eligible to use the Joint Statement. 2. Each of the Filing Persons is responsible for the timely filing of the Joint Statement and any amendments thereto. 3. Each of the Filing Persons is responsible for the completeness and accuracy of the information concerning such person contained in the Joint Statement. 4. None of the Filing Persons is responsible for the completeness or accuracy of the information concerning the other Filing Persons contained in the Joint Statement, unless such person knows or has reason to believe that such information is inaccurate. 5. The undersigned agrees that the Joint Statement is, and any amendment thereto will be, filed on behalf of each of the Filing Persons. 6. The undersigned hereby constitutes and appoints GEORGE W. MATHEWS, JR., CHRISTOPHER D. HOHLSTEIN and G. WILLIAM SPEER, and each of them, as the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in the name, the place and stead, in any and all capacities, to sign the Schedule 13D to which this Agreement is an Exhibit and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby 6 ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. By: /s/ Kathleen M. Hohlstein ---------------------------------- Name: Kathleen M. Hohlstein -------------------------------- Title: ------------------------------- Dated: October 1, 1995 ----------------- 7 JOINT FILING AGREEMENT AND POWER OF ATTORNEY WHEREAS, the statement or amended statement on Schedule 13D to which this agreement is an exhibit (the "Joint Statement") is being filed on behalf of two or more persons (collectively, the "Filing Persons"); and WHEREAS, the Filing Persons prefer to file the Joint Statement on behalf of all of Filing Persons rather than individual statements on Schedule 13D on behalf of each of the Filing Persons; NOW, THEREFORE, the undersigned hereby agrees as follows with each of the other Filing Persons: 1. Each of the Filing Persons is individually eligible to use the Joint Statement. 2. Each of the Filing Persons is responsible for the timely filing of the Joint Statement and any amendments thereto. 3. Each of the Filing Persons is responsible for the completeness and accuracy of the information concerning such person contained in the Joint Statement. 4. None of the Filing Persons is responsible for the completeness or accuracy of the information concerning the other Filing Persons contained in the Joint Statement, unless such person knows or has reason to believe that such information is inaccurate. 5. The undersigned agrees that the Joint Statement is, and any amendment thereto will be, filed on behalf of each of the Filing Persons. 6. The undersigned hereby constitutes and appoints GEORGE W. MATHEWS, JR., CHRISTOPHER D. HOHLSTEIN and G. WILLIAM SPEER, and each of them, as the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in the name, the place and stead, in any and all capacities, to sign the Schedule 13D to which this Agreement is an Exhibit and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby 8 ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. By: /s/ Christopher D. Hohlstein ---------------------------------- Name: Christopher D. Hohlstein -------------------------------- Title: ------------------------------- Dated: October 1, 1995 ----------------- 9 JOINT FILING AGREEMENT AND POWER OF ATTORNEY WHEREAS, the statement or amended statement on Schedule 13D to which this agreement is an exhibit (the "Joint Statement") is being filed on behalf of two or more persons (collectively, the "Filing Persons"); and WHEREAS, the Filing Persons prefer to file the Joint Statement on behalf of all of Filing Persons rather than individual statements on Schedule 13D on behalf of each of the Filing Persons; NOW, THEREFORE, the undersigned hereby agrees as follows with each of the other Filing Persons: 1. Each of the Filing Persons is individually eligible to use the Joint Statement. 2. Each of the Filing Persons is responsible for the timely filing of the Joint Statement and any amendments thereto. 3. Each of the Filing Persons is responsible for the completeness and accuracy of the information concerning such person contained in the Joint Statement. 4. None of the Filing Persons is responsible for the completeness or accuracy of the information concerning the other Filing Persons contained in the Joint Statement, unless such person knows or has reason to believe that such information is inaccurate. 5. The undersigned agrees that the Joint Statement is, and any amendment thereto will be, filed on behalf of each of the Filing Persons. 6. The undersigned hereby constitutes and appoints GEORGE W. MATHEWS, JR., CHRISTOPHER D. HOHLSTEIN and G. WILLIAM SPEER, and each of them, as the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in the name, the place and stead, in any and all capacities, to sign the Schedule 13D to which this Agreement is an Exhibit and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby 10 ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. By: /s/ Jane Kerr Mathews ---------------------------------- Name: Jane Kerr Mathews -------------------------------- Title: Trustee, the Kathleen W. Mathews ------------------------------- Accumulation Trust ------------------------------- Dated: October 1, 1995 ----------------- 11 JOINT FILING AGREEMENT AND POWER OF ATTORNEY WHEREAS, the statement or amended statement on Schedule 13D to which this agreement is an exhibit (the "Joint Statement") is being filed on behalf of two or more persons (collectively, the "Filing Persons"); and WHEREAS, the Filing Persons prefer to file the Joint Statement on behalf of all of Filing Persons rather than individual statements on Schedule 13D on behalf of each of the Filing Persons; NOW, THEREFORE, the undersigned hereby agrees as follows with each of the other Filing Persons: 1. Each of the Filing Persons is individually eligible to use the Joint Statement. 2. Each of the Filing Persons is responsible for the timely filing of the Joint Statement and any amendments thereto. 3. Each of the Filing Persons is responsible for the completeness and accuracy of the information concerning such person contained in the Joint Statement. 4. None of the Filing Persons is responsible for the completeness or accuracy of the information concerning the other Filing Persons contained in the Joint Statement, unless such person knows or has reason to believe that such information is inaccurate. 5. The undersigned agrees that the Joint Statement is, and any amendment thereto will be, filed on behalf of each of the Filing Persons. 6. The undersigned hereby constitutes and appoints GEORGE W. MATHEWS, JR., CHRISTOPHER D. HOHLSTEIN and G. WILLIAM SPEER, and each of them, as the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in the name, the place and stead, in any and all capacities, to sign the Schedule 13D to which this Agreement is an Exhibit and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby 12 ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. By: /s/ George W. Mathews, III ---------------------------------- Name: George W. Mathews, III -------------------------------- Title: ------------------------------- Dated: October 1, 1995 ----------------- 13 JOINT FILING AGREEMENT AND POWER OF ATTORNEY WHEREAS, the statement or amended statement on Schedule 13D to which this agreement is an exhibit (the "Joint Statement") is being filed on behalf of two or more persons (collectively, the "Filing Persons"); and WHEREAS, the Filing Persons prefer to file the Joint Statement on behalf of all of Filing Persons rather than individual statements on Schedule 13D on behalf of each of the Filing Persons; NOW, THEREFORE, the undersigned hereby agrees as follows with each of the other Filing Persons: 1. Each of the Filing Persons is individually eligible to use the Joint Statement. 2. Each of the Filing Persons is responsible for the timely filing of the Joint Statement and any amendments thereto. 3. Each of the Filing Persons is responsible for the completeness and accuracy of the information concerning such person contained in the Joint Statement. 4. None of the Filing Persons is responsible for the completeness or accuracy of the information concerning the other Filing Persons contained in the Joint Statement, unless such person knows or has reason to believe that such information is inaccurate. 5. The undersigned agrees that the Joint Statement is, and any amendment thereto will be, filed on behalf of each of the Filing Persons. 6. The undersigned hereby constitutes and appoints GEORGE W. MATHEWS, JR., CHRISTOPHER D. HOHLSTEIN and G. WILLIAM SPEER, and each of them, as the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in the name, the place and stead, in any and all capacities, to sign the Schedule 13D to which this Agreement is an Exhibit and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby 14 ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. By: /s/ Jane Kerr Mathews ------------------------------------- Name: Jane Kerr Mathews ----------------------------------- Title: Trustee, the George W. Mathews III ---------------------------------- Accumulation Trust ---------------------------------- Dated: September 30, 1995 ------------------ -----END PRIVACY-ENHANCED MESSAGE-----