SUDBURY INC
15-12G, 1997-01-09
IRON & STEEL FOUNDRIES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM 15

Certification and Notice of Termination of Registration Under Section 12(g) of
the Securities Exchange Act of  1934 or Suspension of Duty to File Reports
Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                                     Commission File Number 0-10023

                             Sudbury, Inc.
- ----------------------------------------------------------------------------
         (Exact name of registrant as specified in its charter)

30100 Chagrin Blvd., Suite 203, Cleveland, Ohio 44124 (216) 464 - 7026
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     (Address, including zip code and telephone number, including area code
     of registrant's principal executive offices)

                          Common Stock, $.01 par value
- ----------------------------------------------------------------------------
     (Title of each class of securities covered by this Form)

                          None
- ----------------------------------------------------------------------------
     (Titles of all other classes of securities for which a duty to file
     reports under Section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:


        Rule  12g-4(a)(1)(i)   [X]      Rule 12h-3(b)(1)(ii)  [ ]
        Rule  12g-4(a)(1)(ii)  [ ]      Rule 12h-3(b)(2)(i)   [ ]
        Rule  12g-4(a)(2)(i)   [ ]      Rule 12h-3(b)(2)(ii)  [ ]
        Rule  12g-4(a)(2)(ii)  [ ]      Rule 15d-6  
        Rule  12h-3(b)(1)(i)   [ ]

Approximate number of holders of record as of the certification or 
notice date:      one
                  ---

     Pursuant to the requirements of the Securities Exchange Act of 1934
Sudbury, Inc. (Name of registrant as specified in charter) has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.


Date:  January 9, 1997                         By: Mark E. Brody
       ---------------                             -----------------------------
                                                   Mark E. Brody, Vice President
                                                     and Chief Financial Officer

Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.  The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person.  The name and title of the
person signing the form shall be typed or printed under the signature.




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