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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 18, 1996
SUDBURY, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-10023 34-1546292
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
30100 Chagrin Boulevard, Suite 203, Cleveland, Ohio 44124
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (216) 464-7026.
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ITEM 5. OTHER EVENTS.
On November 18, 1996, Sudbury, Inc. ("Sudbury") issued a press
release announcing the execution of an Agreement and Plan of Merger pursuant to
which Intermet Corporation would acquire Sudbury in a two-step transaction
involving a first-step tender offer for all the issued and outstanding shares of
Sudbury's common stock and a second-step merger (the "Transaction"). A copy of
the press release is attached to this Form 8-K as Exhibit 1.
In connection with the Transaction, Sudbury filed a Schedule
14D-9 Solicitation/Recommendation Statement dated November 22, 1996 (the
"Schedule 14D-9"), with the Securities and Exchange Commission. A copy of the
Agreement and Plan of Merger was attached to the Schedule 14D-9 as Exhibit 3.
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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 hereunto duly authorized.
SUDBURY, INC.
Date: November 22, 1996 By: /s/ Mark E. Brody
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Mark E. Brody
Vice President and
Chief Financial Officer
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Exhibit 1
[SUDBURY LOGO]
30100 Chagrin Blvd., Suite 203 * Cleveland, Ohio 44124-5705 * (216) 464-7026 *
Fax (216) 464-4429/464-4614
FOR IMMEDIATE RELEASE
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SUDBURY, INC. AND INTERMET CORPORATION
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ENTER INTO DEFINITIVE MERGER AGREEMENT
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Cleveland, Ohio, November 18, 1996 - Sudbury, Inc. (Nasdaq: SUDS) and Intermet
Corporation (Nasdaq: INMT) announced today they have entered into a definitive
merger agreement whereby Intermet will acquire all of the outstanding shares of
Sudbury common stock for $12.50 per share in cash. Sudbury has approximately
15.6 million shares outstanding on a fully diluted basis; 4.2 million shares
are represented by stock options and participation certificates. Under the
merger agreement, a wholly owned subsidiary of Intermet will promptly commence
a cash tender offer for all shares of Sudbury common stock at $12.50 per share
in cash. Following the tender offer, the Intermet subsidiary would be merged
into Sudbury and holders of any remaining Sudbury common stock would receive
the same consideration.
The combined company, with estimated annual sales of $845 million, is a major
supplier of castings to original-equipment manufacturers (OEMs) of
automobiles, light trucks and commercial highway vehicles in the U.S. and
overseas. Intermet's goal is to continue its leadership in meeting the
increasingly global sourcing and productivity requirements of its customers.
Commenting on the acquisition, John Doddridge, Chairman and CEO of Intermet
stated, "The combination of the two companies will provide greater strength to
serve our customers with added technical support and flexibility. Sudbury has
turned into a solid performer and most of Sudbury's products are complementary
to Intermet's products. Sudbury shares a similar corporate culture and
operating philosophy which should help expedite the integration of our two
companies."
Jacques R. Sardas, Chairman, President and CEO of Sudbury, Inc., commented, "It
has always been our mission and goal to maximize value for our stockholders. In
light of that goal, Sudbury's Board of Directors believes this offer is fair
and reasonable and in the best interests of our stockholders. Moreover, a
stronger combined organization will emerge with excellent opportunities for
growth. This transaction represents the culmination of what has been an
exceptional turnaround of Sudbury. We are proud of the Company that was built
by our employees, each of whom should take pride in Sudbury's accomplishments."
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Consummation of the acquisition is conditioned, among other things, upon the
tender of 7.8 million Sudbury shares and the expiration of termination of any
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act.
Intermet is the largest independent ferrous castings foundry company in North
America and reported sales for fiscal year 1995 of $542 million with over 90%
of its sales to the vehicular industry. Detroit-based Intermet designs,
manufactures and machines precision iron and aluminum parts for automotive
and industrial markets in North America and Europe. The Company's ductile iron,
gray iron and lost foam aluminum castings are used in many makes of automobiles
and light trucks, as well as industrial engine, marine, railroad, construction
and municipal applications. Intermet employs more than 4,000 employees at nine
operating locations worldwide.
Sudbury is a leading Tier 1 supplier of parts and services to OEMs in the
automotive industry. Sudbury also manufactures and supplies specialized
products and services to other industrial sectors, including consumer durables
and construction. In addition, Sudbury is a 35% stockholder in General Products
Delaware Corporation, a supplier of metal products to the automotive industry.
Through its five operating businesses which employ more than 2,300 employees,
Sudbury is engaged in the manufacture of metal castings, precision machined
components, cranes and specialty service vehicles and provides custom coating
applications.
Contact: Mark E. Brody
Chief Financial Officer
(216) 464-7026, ext. 125
