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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SUDBURY, INC.
(Name of Subject Company)
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SUDBURY, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
864635206
(CUSIP Number of Class of Securities)
MARK E. BRODY
VICE PRESIDENT & CHIEF FINANCIAL OFFICER
SUDBURY, INC.
30100 CHAGRIN BOULEVARD, SUITE 203
CLEVELAND, OHIO 44124
(216) 464-7026
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications on
Behalf of the Person(s) Filing Statement)
WITH A COPY TO:
IRV BERLINER, ESQ.
BENESCH, FRIEDLANDER, COPLAN & ARONOFF P.L.L.
2300 BP AMERICA BUILDING
200 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(216) 363-4500
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Sudbury, Inc., a Delaware Corporation (the "Company") hereby amends and
supplements its Statement on Schedule 14D-9 (the "Schedule 14D-9"), originally
filed with the Securities and Exchange Commission on November 22, 1996 with
respect to a tender offer by I M Acquisition Corp. (the "Purchaser"), a Delaware
corporation and a wholly owned subsidiary of Intermet Corporation, a Georgia
corporation, to purchase all of the outstanding shares of Common Stock, par
value $0.01 per share (the "Shares"), of the Company, for cash at $12.50 per
Share net to the seller, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated November 22, 1996 and related Letter of
Transmittal (which, as amended from time to time, constitute the "Offer"). The
items and responses thereto below are in accordance with the requirements of
Schedule 14D-9.
Item 10. Additional Information.
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The response to Item 8 is supplemented as follows:
Notwithstanding anything to the contrary set forth in the Offer to
Purchase, in response to any condition to the Offer not being satisfied, the
Purchaser may not upon expiration of the Offer (and without extending the period
of time for which the Offer is open) delay acceptance for payment or payment for
Shares until such time as such condition is satisfied or waived; provided that,
subject to the applicable regulations of the Securities and Exchange Commission,
the Purchaser reserves the right, in its sole discretion (but subject to the
terms of the Merger Agreement), at any time and from time to time, to delay
acceptance for payment of, or, regardless of whether such Shares were
theretofore accepted for payment, pay for, any Shares in order to comply with
any applicable law.
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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.
Dated: December 9, 1996
SUDBURY, INC.
By: /s/ Jacques R. Sardas
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Name: Jacques R. Sardas
Title: Chairman, Chief Executive
Officer, President and Treasurer
