<PAGE> 1
================================================================================
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
------------------------
SINTER METALS, INC.
(Name of Subject Company)
SINTER METALS, INC.
(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
82934Q101
(CUSIP Number of Class of Securities)
------------------------
JOSEPH W. CARRERAS
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SINTER METALS, INC.
50 PUBLIC SQUARE
TERMINAL TOWER, SUITE 3200
CLEVELAND, OHIO 44113
(216) 771-6700
(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:
CHRISTOPHER M. KELLY, ESQ.
JONES, DAY, REAVIS & POGUE
NORTH POINT
901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114
(216) 586-3939
================================================================================
<PAGE> 2
This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
filed with the Securities and Exchange Commission on May 2, 1997, by Sinter
Metals, Inc., a Delaware corporation (the "Company"). The Schedule 14D-9 relates
to a tender offer (the "Offer") by GKN Powder Metallurgy, Inc., a Delaware
corporation (the "Purchaser"), which is a wholly-owned subsidiary of GKN Powder
Metallurgy Holdings, Inc., a Delaware corporation (the "Parent"), for all of the
outstanding shares of Class A and Class B Common Stock, par value $.001 per
share, of the Company for $37.00 per share in cash. The purpose of this
Amendment No. 1 is to amend and supplement Item 8 of the Schedule 14D-9, as set
forth below. All capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Schedule 14D-9.
8. Additional Information To Be Furnished.
On May 9, 1997, the Company, Purchaser and Parent were notified that
they had been granted early termination of the waiting period under the HSR Act
applicable to the Offer.
<PAGE> 3
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.
SINTER METALS, INC.
/s/ Joseph W. Carreras
--------------------------
Name: Joseph W. Carreras
Title: Chairman and Chief
Executive Officer
Date: May 21, 1997
