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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
Schedule 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
SUDBURY, INC.
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(Name of Subject Company)
I M ACQUISITION CORP.
INTERMET CORPORATION
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(Bidder)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
864635206
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(CUSIP Number of Class of Securities)
Doretha Christoph
Vice President - Finance
Intermet Corporation
5445 Corporate Drive, Suite 200
Troy, Michigan 48098
(810) 952-2500
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(Address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Janet T. Geldzahler
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
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This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1"), originally filed on November 22, 1996
by I M Acquisition Corp. (the "Purchaser"), a Delaware corporation and a wholly
owned subsidiary of Intermet Corporation, a Georgia corporation, with respect to
the tender offer (the "Offer") by Purchaser to purchase all of the outstanding
shares of Common Stock, par value $0.01 per share (the "Shares"), of Sudbury,
Inc., a Delaware corporation, for cash at $12.50 per Share net to the seller.
Item 10. Additional Information.
The response to Item 10(f) 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.
Item 11. Material to be filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(12) Press Release, dated December 9, 1996.
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SIGNATURE
After due 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
INTERMET CORPORATION
By: /s/ Doretha Christoph
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Doretha Christoph
Vice President - Finance
I M ACQUISITION CORP.
By: /s/ James W. Rydel
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James W. Rydel
President
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INDEX TO EXHIBITS
Exhibit No. Description
(12) Press Release, dated December 9, 1996.
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Intermet Corporation
5445 Corporate Drive, Suite 200
Troy, MI 48098-2683
Phone: (810) 952-2500
Fax: (810) 952-2501
[INTERMET LOGO]
December 9, 1996
For IMMEDIATE Release
Contact: James W. Rydel
(810) 952-2500
Intermet Clears Hart-Scott-Rodino Waiting Periods
Detroit, Michigan, December 9, 1996 - Intermet Corporation (Nasdaq:
INMT) announced today that the applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the cash
tender offer by its wholly-owned subsidiary, I M Acquisition Corp., for all the
outstanding shares of common stock of Sudbury, Inc. for $12.50 per share expired
at 11:59 p.m., New York time, on December 6, 1996. The tender offer is scheduled
to expire at midnight on Friday, December 20, 1996.
