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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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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ITEM 1. SECURITY AND SUBJECT COMPANY.

The name of the subject company is Sudbury, Inc., a Delaware corporation
(the "Company"), and the address of the principal executive offices of the
Company is 30100 Chagrin Boulevard, Suite 203, Cleveland, Ohio 44124. The title
of the class of equity securities to which this statement relates is the common
stock, par value $.01 per share, of the Company (the "Shares").

ITEM 2. TENDER OFFER OF THE PURCHASER.

This statement relates to a tender offer by I M Acquisition Corp., a
Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Intermet
Corporation, a Georgia corporation ("Parent"), disclosed in a Tender Offer
Statement on Schedule 14D-1, dated November 22, 1996, to purchase all the issued
and outstanding Shares at a price of $12.50 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated November 22, 1996 (the "Offer to Purchase") and the related
Letter of Transmittal (which, as amended from time to time, together constitute
the "Offer"). The Offer is conditioned upon, among other things, 7,800,000
Shares being validly tendered and not withdrawn prior to the expiration of the
Offer. The Offer is scheduled to expire at 12:00 Midnight, New York City time,
on Friday, December 20, 1996, unless extended by the Purchaser.

The Merger Agreement. The Offer is being made pursuant to an Agreement and
Plan of Merger dated as of November 18, 1996 (the "Merger Agreement") by and
among Parent, the Purchaser and the Company. The Merger Agreement provides for,
among other things, the making of the Offer by the Purchaser and further
provides that, after the consummation of the Offer and satisfaction or waiver of
all conditions, the Purchaser will be merged with and into the Company (the
"Merger"), and the Company will continue as the
surviving corporation (the "Surviving Corporation") and will be a wholly owned
subsidiary of Parent.

At the effective time of the Merger (the "Effective Time"), each issued and
outstanding Share (other than any Shares held in the treasury of the Company or
owned by Parent, the Purchaser or any other direct or indirect wholly owned
subsidiary of Parent and other than Dissenting Shares) shall be cancelled and
converted automatically into the right to receive, upon the surrender of the
certificate formerly representing such Share, $12.50 in cash without interest
(the "Merger Consideration").

A copy of the Merger Agreement has been filed as Exhibit 3 to this Schedule
14D-9 and is incorporated herein by reference. Unless otherwise noted,
capitalized terms not defined in this Schedule 14D-9 shall have the meaning
given to them in the Merger Agreement.

Conditions of the Offer. Notwithstanding any other provision of the Offer
and provided that the Purchaser shall not be obligated to accept for payment any
Shares until expiration of all applicable waiting periods under the H-S-R Act,
the Purchaser shall not be required to accept for payment or pay for, or may
delay the acceptance for payment of or payment for, any tendered Shares, or may,
in its sole discretion, terminate or amend the Offer as to any Shares not then
paid for if 7,800,000 Shares shall not have been properly and validly tendered
pursuant to the Offer and not withdrawn prior to the expiration of the Offer,
or, if on or after November 18, 1996, (or as to clause (j) below at any time)
and at or before the time of payment for any of the Shares (whether or not any
of the Shares have theretofore been accepted for payment), any of the following
events shall occur:

(a) there shall have occurred (i) any general suspension of trading in
securities on the NYSE or in the over-the-counter market, (ii) a
declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States, (iii) a commencement or escalation
of a war, armed hostilities or other international or national calamity
directly or indirectly involving the United States, (iv) any limitation
(whether or not mandatory) by any governmental or regulatory authority,
agency, Commission or other entity, domestic or foreign ("Governmental
Entity"), on, or any other event which might affect, the extension of
credit by banks or other lending institutions, or (v) or in the case of any
of the foregoing existing at the time of the commencement of the Offer, a
material acceleration or worsening thereof;
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(b) the Company shall have breached or failed to perform in any
material respect any of its obligations, covenants or agreements under the
Merger Agreement or any representation or warranty of the Company set forth
in the Merger Agreement shall have been inaccurate or incomplete in any
material respect when made or thereafter shall become inaccurate or
incomplete in any material respect except (i) for changes contemplated by
the Merger Agreement and (ii) those representations or warranties that
address matters only as of a particular date which are true and correct as
of such date;

(c) there shall be instituted or pending any action, litigation,
proceeding, investigation or other application (hereinafter, an "Action"),
(including a worsening of any existing Action) before any United States
court or other Governmental Entity by any United States Governmental
Entity: (i) challenging the acquisition by Parent or the Purchaser of the
Shares, seeking to restrain or prohibit the consummation of the
transactions contemplated by the Offer or the Merger seeking to obtain any
damages which damages are material to the Company and its Subsidiaries
taken as a whole; (ii) seeking to prohibit, or impose any material
limitations on, Parent's or the Purchaser's ownership or operation of all
the Company's business or assets or to compel Parent or the Purchaser to
dispose of or hold separate all or any portion of the Company's business or
assets (including the business or assets of its Subsidiaries) as a result
of the transactions contemplated by the Offer of the Merger which
limitations would have a material adverse effect with respect to the value
of the Company and its Subsidiaries taken as a whole to Parent; (iii)
seeking to make the acceptance for payment, purchase of, or payment for,
some or all of the Shares illegal or render the Purchaser unable to, or
result in a material delay in, or materially restrict, the ability of the
Purchaser to accept for payment, purchase or pay for some or all of the
Shares; (iv) seeking to impose material limitations on the ability of
Parent or the Purchaser effectively to acquire or hold or to exercise full
rights of ownership of the Shares including, without limitation, the right
to vote the Shares purchased by them on an equal basis with all other
Shares on all matters properly presented to the stockholders; or (v) that
in any event is reasonably likely to have a material adverse effect on the
financial condition, properties, business or operations of the Company and
its Subsidiaries taken as a whole or the value of the Shares to Parent or
the Purchaser as a result of consummation of the transactions contemplated
by the Offer and the Merger;

(d) any statute, rule, regulation, order or injunction shall be
enacted, promulgated, entered, enforced or deemed or become applicable to
the Offer or the Merger, or any other action shall have been taken,
proposed or threatened, by any United States court or other Governmental
Entity other than the application to the Offer or the Merger of waiting
periods under the H-S-R Act, that, directly or indirectly, can reasonably
be expected to result in any of the effects of, or have any of the
consequences sought to be obtained or achieved in, any Action referred to
in clauses (i) through (v) of paragraph (c) above;

(e) a tender or exchange offer for some portion or all of the Shares
shall have been commenced or publicly proposed to be made by another person
(including the Company or its Subsidiaries), or it shall have been publicly
disclosed that (i) any person (including the Company or its Subsidiaries),
entity or "group" (as defined in Section 13(d) of the Exchange Act and the
rules promulgated thereunder), other than employees of the Company through
exercise of Options, shall have become the beneficial owner (as defined in
Section 13(d) of the Exchange Act and the rules promulgated thereunder) of
more than 20% of the shares of Company Common Stock; or (ii) any person,
entity or group shall have entered into a definitive agreement or an
agreement in principle with respect to an acquisition proposal with or
involving the Company;

(f) any change shall have occurred in the financial condition,
properties, businesses or results of operations of the Company and any of
its Subsidiaries that is or is reasonably likely to be materially adverse
to the Company and its Subsidiaries taken as a whole;

(g) the Board of Directors of the Company (or a special committee
thereof) shall have amended, modified or withdrawn its recommendation of
the Offer or the Merger, or shall have failed to publicly reconfirm such
recommendation upon request by Parent or the Purchaser, or shall have
endorsed, approved or recommended any other Acquisition Proposal, or shall
have resolved to do any of the foregoing;

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(h) the Merger Agreement shall have been terminated by the Company or
Parent or the Purchaser in accordance with its terms or Parent or the
Purchaser shall have reached an agreement or understanding in writing with
the Company providing for termination or amendment of the Offer or delay in
payment for the Shares;

(i) any Action is instituted or pending by a non-governmental person
or entity (or there shall be a worsening of an existing Action) which, in
the reasonable judgment of Parent, has a reasonable likelihood of success,
and if successful on the merits, is more likely than not to have a Material
Adverse Effect on the financial condition, properties, business or
operations of the Company and its Subsidiaries taken as a whole or the
value of the Shares to Parent as a result of the consummation of the
transactions contemplated by the Offer and the Merger; or

(j) if there has been any (y) Release of Hazardous Substances in, on,
under or affecting any properties currently or formerly owned or operated
by the Company or any of its Subsidiaries in violation of, or as would
reasonably be anticipated to result in liability under, applicable
Environmental Laws or (z) disposal of Hazardous Substances or any other
substance in a manner that has led to, or could reasonably be anticipated
to lead to, a Release in violation of applicable Environmental Laws except,
in either case, as previously disclosed by the Company to Parent in writing
and the Purchaser and except in either case for those which, individually
or in the aggregate, are not reasonably likely to have a Material Adverse
Effect on the Company.

which, in the sole judgment of Parent or the Purchaser, in any such case, and
regardless of the circumstances (including any action or inaction by Parent or
the Purchaser giving rise to any such conditions) makes it unadvisable to
proceed with the Offer and/or with acceptance for payment of or payment for
Shares.

The foregoing conditions are for the sole benefit of Parent and the
Purchaser and may be asserted by Parent and the Purchaser regardless of the
circumstances (including any action or inaction by Parent and the Purchaser)
giving rise to such condition or may be waived by Parent and the Purchaser, by
express and specific action to that effect, in whole or in part at any time and
from time to time in its sole discretion.

Other Terms of the Offer. If, prior to the Expiration Date, the Purchaser,
in its sole discretion, shall, subject to the limitations contained in the
Merger Agreement, decrease the percentage of Shares being sought or increase the
consideration offered to holders of Shares, such increase or decrease shall be
applicable to all holders whose Shares are accepted for payment pursuant to the
Offer. If at the time notice of any increase or decrease is first published,
sent or given to holders of Shares, the Offer is scheduled to expire at any time
earlier than the tenth business day from and including the date that such notice
is first so published, set or given, the Offer will be extended until the
expiration of such ten business-day period. For purposes of the Offer, a
"business day" means any day other than a Saturday, Sunday or federal holiday
and consists of the time period from 12:01 A.M. through 12:00 Midnight, New York
City time.

Pursuant to the Merger Agreement, the Purchaser shall not, without the
written consent of the Company, decrease the per Share price to be paid in the
Offer, change the number of Shares sought in the Offer to less than 50.1% of the
outstanding Shares, change the form of consideration to be paid pursuant to the
Offer, impose conditions to the Offer in addition to those set forth above or
amend any other term or condition of the Offer in any manner, except as may be
required pursuant to the Commission's rules with respect to the extension of
time periods, which is adverse to the holders of Shares, provided, however, that
if on a scheduled Expiration Date all conditions to the Offer shall not have
been satisfied or waived, the Offer may be extended from time to time without
consent of the Company for such period of time as is reasonably expected to be
necessary to satisfy the unsatisfied conditions, and provided, further, that if
as of a scheduled Expiration Date all of the conditions to the Offer have been
satisfied and in excess of 80% but less than 90% of the Shares have been
tendered, the Purchaser may extend the Offer up to an additional seven business
days.

Based on information included in the Offer to Purchase, the principal
executive offices of Parent and the Purchaser are located at 5445 Corporate
Drive, Suite 200, Troy, Michigan 48098.

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ITEM 3. IDENTITY AND BACKGROUND.

(a) The name and address of the Company, which is the person filing
this statement, are set forth in Item 1 above.

(b) Except as described below or incorporated herein by reference, to
the knowledge of the Company, as of the date hereof, there exists no
material contract, agreement, arrangement or understanding and no actual or
potential conflict of interest between the Company or its affiliates and
(i) the Company, its executive officers, directors or affiliates, or (ii)
the Purchaser, its executive officers, directors or affiliates.

EMPLOYEE MATTERS

Employment Agreements. The Merger Agreement provides that Parent or the
Purchaser shall cause the Surviving Corporation to honor pursuant to the terms
of such agreements all employment, severance and termination agreements
(including change in control provisions) of the employees of the Company and its
Subsidiaries, all of which are disclosed in Section 5.11(a) of the Company
Disclosure Schedules. Any bonus compensation required to be paid to any employee
of the Company on a pro rata or similar basis as a result of a termination of
employment pursuant to any such employment, severance or termination agreements
will be paid based upon the actual results of the Company as of the end of the
month next preceding the date of termination of such employment. The bonus
compensation will be paid within thirty days after the end of such month
notwithstanding anything in such agreements to the contrary.

Pursuant to the terms of an employment agreement dated July 28, 1995
between the Company and Jacques R. Sardas, Chairman, Chief Executive Officer,
President and Treasurer of the Company, in the event that Mr. Sardas is
terminated by the Company other than for "cause" (as defined in the employment
agreement) prior to January 12, 1998, the Company is required to pay Mr.
Sardas's base salary and bonus under the terms of the employment agreement. A
copy of Mr. Sardas's employment agreement has been filed as Exhibit 10 to the
Schedule 14D-9.

Pursuant to the terms of an employment agreement dated October 12, 1995 (as
interpreted by letter dated October 8, 1996) between the Company and Mark E.
Brody, Vice President and Chief Financial Officer of the Company, in the event
that Mr. Brody is terminated other than for "cause" (as defined in the
employment agreement) or is "constructively terminated" (as hereinafter defined)
within one year after the Effective Time, Mr. Brody will be entitled to a lump
sum payment equal to two years base salary, any annual bonus payment earned for
prior periods but unpaid and the pro rata portion of any annual bonus for the
Surviving Company's fiscal year in which he is terminated. Mr. Brody's base
salary for fiscal 1997 is $150,000. Mr. Brody also is entitled to annual bonus
compensation under the Company's Incentive Bonus Plan equal to a percentage of
his base salary ranging from 15% to 45% if certain financial objectives are
achieved. In addition, Mr. Brody will be entitled to one year's base salary, any
earned but unpaid bonus for previous fiscal years and the pro rata portion of
any annual bonus for the Surviving Company's then current fiscal year in the
event he is terminated for other than "cause" more than one year after the
Effective Time. For purposes of Mr. Brody's employment agreement, "constructive
termination" means, among other things, a reduction in Mr. Brody's base salary
without the substitution of comparable economic value or a reduction similarly
affecting senior management of the Company generally, required relocation
outside of the greater Cleveland area or a significant diminution in Mr. Brody's
duties and responsibilities. A copy of Mr. Brody's employment agreement has been
filed as Exhibit 11 to this Schedule 14D-9.

With respect to each Eligible Employee (as defined below) who terminates or
otherwise loses employment within one (1) year following the Effective Time: (i)
medical coverage will be provided by Parent or the Surviving Corporation (A) for
the period of time, if any, used in determining the amount of the employee's
severance or termination pay but shall cease upon such Eligible Employee's
reemployment and (B) on terms (including costs to the participant) not less
favorable to the employee as in effect immediately prior to such termination or
other loss of employment; and (ii) the duration of medical coverage made
available with respect to the employee pursuant to Code Section 4980B and/or
ERISA Section 601 et. seq. ("COBRA") after termination of the coverage provided
under clause (i) shall be reduced for the period of

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such coverage under clause (i). The term "Eligible Employee" means: (x) each
employee of the Company immediately prior to the Effective Time who receives
severance or termination pay as a result of termination or loss of employment
during such one-year period; and (y) each person identified on Schedule
5.8(v)(Z) of the Merger Agreement who, immediately prior to the Effective Time,
is an employee of a Company Subsidiary who receives severance or termination pay
as a result of termination or loss of employment during such one-year period.

Company Stock Option Plans. Prior to the Effective Time, the Company will
take such action as may be necessary so that at the Effective Time, each
outstanding option to purchase Shares under the Company's 1990 Stock Option
Plan, 1995 Stock Option Plan and the Sardas Options (collectively, the "Company
Stock Option Plans"), whether or not then vested or exercisable in accordance
with its terms (collectively, the "Options"), will be canceled and entitle the
holder thereof, upon surrender to the Company, to receive an amount of cash
equal to the product of (x) the amount by which the Merger Consideration exceeds
the exercise price per share of the Shares subject to such Option (whether
vested or unvested) and (y) the number of Shares issuable pursuant to the
unexercised portion of such Option (whether vested or unvested), less any
required withholding of taxes (the "Option Consideration"). The surrender of an
Option to the Company in exchange for the Option Consideration will be deemed a
release of any and all rights the holder had or may have had in respect of such
Option. All Company Stock Option Plans and Options will terminate as of the
Effective Time and the provisions in any other plan, program or arrangement
providing for the issuance or grant of any other interest in respect of the
capital stock of the Company or any of its Subsidiaries will be canceled as of
the Effective Time. Copies of the Company's 1990 Stock Option Plan and 1995
Stock Option Plan have been filed as Exhibit 6 and Exhibit 7, respectively, to
this Schedule 14D-9.

The estimated cost of purchasing the Options held by Mr. Sardas and Mr.
Brody for the Option Consideration is $25,712,652 and $361,250, respectively.
The estimated cost of purchasing the Options held by all other officers of the
Company and its Subsidiaries for the Option Consideration is $1,993,250.

Directors' Deferral Plan. The Company has adopted the Sudbury, Inc.
Directors' Deferral Plan (the "Deferral Plan") which permits outside directors
of the Company to defer, until a specified date or retirement from the Company's
Board of Directors, all or any part of their retainer or meeting fees into a
cash and/or stock equivalent account established by the Company for their
benefit.

The Company pays interest on compensation deferred into the cash account at
a rate based on the rate of interest paid by the Company on its senior revolving
credit facility. Compensation deferred to the stock account ("Stock Account")
during any calendar quarter is converted into stock equivalent units by dividing
the total amount of deferred compensation by the market price, as defined in the
Deferral Plan, of the Shares on the last business day of that quarter. At the
end of the deferral period, the Company will pay to the director an amount in
cash equal to the number of accumulated stock equivalent units multiplied by the
market price of the Shares on the last business day of the calendar quarter
immediately prior to the day on which the deferral period ends (the "Valuation
Date"). A copy of the Deferral Plan has been filed as Exhibit 8 to this Schedule
14D-9.

The Company will take such action as may be necessary so that as of the
Effective Time, pursuant to the Merger Agreement, the Deferral Plan will be
terminated and, as soon as practicable after the Effective Time, each
participant's "Deferred Account" (as defined under the Deferral Plan) shall be
paid to the participant in one lump sum cash payment. For purposes of the
preceding sentence, the portion of a participant's "Deferred Account"
representing the participant's Stock Account (as defined under the Deferral
Plan) shall be valued on a per share basis using the Merger Consideration.

The estimated cost to the Company of paying the Deferred Account of each
participant in the Deferral Plan who is at present on the Company's Board of
Directors is as follows:

Cloyd J. Abruzzo................ $ 50,342
Preston Heller, Jr.............. 116,936
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$ 167,278
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The estimated benefit received by the Company's non-employee directors
based on the amount by which the Merger Consideration exceeds the valuation per
share of the Shares in their Stock Account at September 30, 1996, the most
recent Valuation Date of the Deferral Plan, is approximately $5,000.

Additional Information. Certain additional information with respect to
executive compensation and related employee benefits and other information
concerning the Company's executive officers and directors, as modified by the
foregoing discussion set forth in this Item 3(b), is set forth in the Company's
Notice of 1996 Annual Meeting of Stockholders and Proxy Statement dated August
23, 1996 (the "1996 Proxy Statement") under the sections titled "Beneficial
Ownership of Securities," "Additional Information Concerning the Board of
Directors -- Director Compensation" and "Executive Compensation" and is
incorporated herein by reference. A copy of the pertinent sections of the 1996
Proxy Statement has been filed as Exhibit 9 to this Schedule 14D-9 and is
incorporated herein by reference.

CERTAIN OTHER MATTERS

Confidentiality Agreement. The Company delivered certain confidential
information to Parent in order to allow Parent to evaluate a proposed business
combination with the Company. As a condition to the delivery by the Company of
the confidential information, Parent entered into a Confidentiality Agreement
(the "Confidentiality Agreement"), dated September 5, 1996, pursuant to which
Parent has agreed, among other things, to keep confidential certain non-public
confidential or proprietary information of the Company furnished to Parent by or
on behalf of the Company. A copy of this Confidentiality Agreement has been
filed as Exhibit 4 to this Schedule 14D-9 and is incorporated herein by
reference.

Takeover Proposals. The Merger Agreement provides that the Company, and
any of its officers, directors, employees, agents, investment bankers,
attorneys, financial advisors or other representatives (collectively, "Company
Representatives") may not (i) solicit, initiate or knowingly encourage the
submission of, any proposal or offer from any person relating to (x) any direct
or indirect acquisition or purchase of more than 20% of either the capital stock
of the Company or the consolidated assets of the Company and its Subsidiaries
taken as a whole, (y) any tender offer or exchange offer that if consummated
would result in any person beneficially owning 20% or more of the capital stock
of the Company or (z) any merger, consolidation or business combination,
involving the Company other than the transactions contemplated by the Merger
Agreement (collectively, an "Acquisition Proposal"), (ii) enter into any
agreement with respect to any Acquisition Proposal, or (iii) participate in any
discussions or negotiations regarding, or furnish to any Person any non-public
information with respect to, or take any other action to knowingly facilitate
any inquiries or the making of any proposal that constitutes or would reasonably
be expected to lead to, an Acquisition Proposal; provided, however, that (i) the
Company may participate in discussions or negotiations with, and may furnish
information concerning the Company and its business, properties and assets to, a
Third Party who, without any solicitation by the Company or any Company
Representatives after the date of the Merger Agreement, seeks to engage in such
discussions or negotiations or requests such information, if (1) the Board of
Directors of the Company determines, based on the advice of the Company's
outside legal counsel, that failing to engage in such discussion or negotiations
or provide such information would reasonably be expected to violate the
fiduciary duties of the Board of Directors of the Company to its stockholders,
(2) prior to engaging in discussions or negotiations with, or furnishing
information to, such Third Party, the Company shall receive from such Third
Party an executed confidentiality agreement in reasonably customary form on
terms not more favorable to such Person or entity than the terms contained in
the Confidentiality Agreement, and (3) the Acquisition Proposal would result in
the holders of the Shares being entitled to receive consideration which, in the
aggregate, would be greater than $12.50 per share (collectively, a "Permitted
Acquisition Proposal"), and (ii) the Board of Directors of the Company may take
and disclose to the Company's stockholders a position with regard to a tender
offer or exchange offer contemplated by Rules 14d-9 and 14e-2(a) promulgated
under the Exchange Act and may make such disclosure to the stockholders of the
Company as may be required under Applicable Law.

The Company is required to immediately notify Parent and the Purchaser of
any Acquisition Proposal, including the identity of the Third Party making any
such Acquisition Proposal and the material terms and conditions of any
Acquisition Proposal.

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Notwithstanding anything to the contrary in the Merger Agreement, the Board
of Directors of the Company is permitted from time to time to take the following
actions in the circumstances described below: (i) to withdraw or modify its
approval or recommendation of the Merger Agreement, the Offer or the Merger in a
manner adverse to Parent and the Purchaser; or (ii) to approve or recommend or
enter into an agreement with respect to a Permitted Acquisition Proposal; if, in
each such case, (A) a Permitted Acquisition Proposal is publicly proposed,
publicly disclosed or communicated to the Company and (B) the Board of Directors
of the Company determines, based on the advice of the Company's outside legal
counsel, that such action is required in order to comply with its fiduciary
duties to the stockholders of the Company. No action by the Board of Directors
of the Company permitted by the preceding sentence (each, a "Permitted Action")
constitutes a breach of the Merger Agreement by the Company.

The Merger Agreement provides that if the Board of Directors of the Company
terminates the Merger Agreement pursuant to a Permitted Action, or if Parent
terminates the Merger Agreement due to the Company engaging in a Permitted
Action, then the Company shall, not later than the Termination Date after the
first of such events shall occur, pay Parent a fee of $5 million. If the Company
fails to promptly pay such amount, and, in order to obtain such payment, Parent
or the Purchaser commences a suit which results in a judgment against the
Company for the fee set forth above, the Company shall pay to Parent or the
Purchaser its cost and expenses (including attorneys' fees) in connection with
such suit, together with interest on the amount of the fee at the annual rate of
interest charged to Parent under its senior credit facility.

Subject to the applicable provisions of the Delaware General Corporation
Law (the "DGCL"), the Merger Agreement may be amended by action taken by the
Company, Parent and the Purchaser at any time prior to the Effective Time.

Fees and Expenses. The Company, Parent and the Purchaser will pay the fees
and expenses of its respective counsel, accountants and other experts and all
other costs incurred by it in connection with the Merger Agreement and the
consummation of the transactions contemplated thereby. The Company has agreed to
pay any Transfer Taxes that become payable in connection with the transaction
contemplated by the Merger Agreement.

Supplemental Disclosure. The Company is required to confer on a regular
basis with Parent or the Purchaser, report on operational matters and promptly
notify Parent or the Purchaser of, and furnish Parent or the Purchaser with, any
information it may reasonably request with respect to, any event or condition or
the existence of any fact that would cause any of the conditions to Parent's or
Purchaser's obligation to consummate the Offer or the Merger not to be
completed, and Parent and the Purchaser shall promptly notify the Company of,
and furnish the Company any information it may reasonably request with respect
to, any event or condition or the existence of any fact that would cause any of
the conditions to the Company's obligation to consummate the Merger not to be
completed.

Agreement to Advance Funds. Parent has agreed that, if requested by the
Company, it will advance to the Company, immediately prior to the Effective
Time, up to $30 million (the "Advance"). The Advance will bear interest at the
rate per annum charged to Parent under its senior credit facility. Principal and
interest will be due and payable three months after the Advance is made and the
Advance will be evidenced by a promissory note that is mutually acceptable to
Parent and the Company.

INDEMNIFICATION UNDER DELAWARE LAW, THE COMPANY'S CHARTER,
BY-LAWS AND THE MERGER AGREEMENT

The Company is a Delaware corporation. Section 145 of the DGCL, provides
that a corporation may indemnify any person who was or is, or is threatened to
be made, a party to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise (an
"Indemnified Party"). The indemnity may include expenses (including attorney's
fees), judgments, fines and amounts paid in settlement

7
9

actually and reasonably incurred by the indemnified person in connection with
such action, suit or proceeding, provided such officer, director, employee or
agent acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the corporation's best interest and, for criminal proceedings,
had no reasonable cause to believe that his or her conduct was unlawful. A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses that such officer or director actually and reasonably incurred.

Reference is also made to Section 102(b)(7) of the DGCL, which enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director to the corporation or
its stockholders for violations of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions), or (iv) for any
transaction from which a director derived an improper personal benefit.

The By-laws of the Company provide for the indemnification, to the extent
permitted by Section 145 of the DGCL, of directors, officers, employees or
agents of the Company against expenses reasonably incurred with respect to
civil, criminal, administrative or investigative actions, suits or proceedings.
The Company has directors' and officers' liability insurance covering certain
liabilities incurred by the officers and directors of the Company in connection
with the performance of their duties.

Article Seventh of the Second Certificate of Incorporation of the Company
provides that, to the fullest extent permitted by the DGCL, a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. Any repeal or modification
of Article Seventh by the stockholders of the Company shall be prospective only
and shall not adversely affect any right or protection of a director of the
Company existing at the time of such repeal or modification.

The Merger Agreement provides that, after the Effective Time, the surviving
corporation in the Merger will maintain the Company's existing directors' and
officers' primary liability insurance coverage for a period of four years after
the Effective Time, provided that there shall be no obligation to pay annual
premiums in excess of two times the annual premium paid prior to the date of the
Merger Agreement. If the insurance premium exceeds such amounts, the surviving
corporation will obtain as much insurance as can be obtained for the remainder
of such period for such amount. The Merger Agreement also provides that, after
the Effective Time, Parent and the surviving corporation will indemnify each
present and former director and officer of the Company to the fullest extent the
Company would have been permitted to do so under the DGCL and requires the
Purchaser and the surviving corporation to maintain for six years after the
Effective Time provisions in the Company's Certificate of Incorporation and
By-laws relating to exculpation and indemnification of directors and officers to
the fullest extent permitted under the DGCL.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(a) Recommendation of the Board of Directors. The Board of Directors
has determined that the Merger Agreement and the transactions contemplated
thereby, including, without limitation, the Offer, the Merger and the
transactions contemplated thereby, are fair to and in the best interest of
the stockholders of the Company. In addition, the Board of Directors has
approved the Merger Agreement and the transactions contemplated thereby,
including, without limitation, the Offer and the Merger. The Board of
Directors recommends that all holders accept the Offer and tender their
Shares pursuant to the Offer.

(b) The Company's Board of Directors and senior management regularly
review the current and future state of the Company's strategic position.

8
10

In 1993, the Company and Parent discussed the possible acquisition by
Parent of the Company's 35% interest in General Products Delaware Corporation.
On a couple of occasions in 1995 and, in January 1996, Parent and the Company
met to discuss the two companies and the possibility of a business combination.
No specific terms were discussed and no actions were taken following those
meetings to pursue a business combination. On September 4, 1996, John Doddridge,
chief executive officer of Parent, called Jacques R. Sardas, chief executive
officer of the Company after seeing the announcement by Park-Ohio Industries
Inc. that it had made a proposal to acquire the Company at $11.00 a share.
Parent signed a confidentiality agreement with the Company on September 5, 1996
and commenced due diligence on October 9, 1996. On November 18, 1996, the
Company, Parent and the Purchaser entered into the Merger Agreement.

In reaching its conclusion to approve the Merger Agreement and recommend
that holders of Shares tender their Shares pursuant to the Offer, the Board of
Directors considered a number of factors, including, without limitation, the
following:

(i) the terms of the Merger Agreement;

(ii) presentations by management of the Company (at Board meetings
held on November 18, 1996, November 13, 1996, November 7, 1996 and at
previous Board meetings) regarding the financial condition, results of
operations, business and prospects of the Company, including the
prospects of the Company if it remained independent;

(iii) the fact that the Company with the assistance of Alex. Brown
& Sons Incorporated ("Alex. Brown") had solicited interest from other
parties that the Company believed would have an interest in acquiring
the Company;

(iv) the fact that the proposed structure of the Offer and the
Merger involves an immediate cash tender offer for all of the
outstanding Shares, thereby enabling the stockholders of the Company to
obtain cash for their Shares at the earliest possible time;

(v) the historical market prices for the Shares, particularly the
fact that the $12.50 per Share price in the Offer represents (x) a
premium of approximately 25% over the closing price on the NASDAQ/NMS of
$10 for the Shares on November 18, 1996, the last trading day prior to
the public announcement of the Offer and the Merger, and (y) a premium
of 18% over the closing price of $10.625 for the Shares on September 3,
1996, the last full trading day prior to the public announcement by
Park-Ohio Industries, Inc. that it had offered to buy the Company at $11
per share;

(vi) the expected future trading values of the Shares in light of,
among other things, the historical trading multiples of other companies
in the Company's line of business;

(vii) the presentation of Alex. Brown to the Board of Directors on
November 18, 1996 and the written opinion of Alex. Brown dated November
18, 1996 to the effect that as of such date and based upon and subject
to certain matters in such opinion, the cash consideration to be
received by holders of Shares (other than Intermet and its affiliates)
in the Offer and the Merger was fair, from a financial point of view, to
such holders. The full text of Alex. Brown's written opinion, which sets
forth the assumptions made, matters considered and limitations on the
review undertaken by Alex. Brown, is attached hereto as Exhibit 5 and is
incorporated herein by reference. Alex. Brown's opinion is directed only
to the fairness, from a financial point of view, of the cash
consideration to be received in the Offer and the Merger by holders of
Shares (other than Intermet and its affiliates) and is not intended to
constitute, and does not constitute, a recommendation as to whether any
stockholder should tender Shares pursuant to the Offer. Stockholders are
urged to read such opinion carefully in its entirety.

(viii) the fact that the Offer and the Merger are not conditioned
on the availability of financing;

(ix) the fact that the Merger Agreement, which prohibits the
Company, its Subsidiaries or its affiliates from initiating, soliciting
or encouraging any potential acquisition proposal, does permit the

9
11

Company to furnish information to and participate in discussions or
negotiations with any third party if the conditions described above in
Item 3(b) under "Certain Other Matters -- Takeover Proposals" are
satisfied;

(x) the fact that if the Board decided to accept an acquisition
proposal by a third party, the Board may terminate the Merger Agreement
and pay Parent a termination fee of $5 million (as described above in
Item 3 under "Certain Other Matters -- Termination Fee"), which the
Board did not believe would be a significant deterrent to a higher offer
by a third party interested in acquiring the Company; and

(xi) the regulatory antitrust approval required to consummate the
Merger and the prospect of receiving such approval.

The Board of Directors did not assign relative weights to the factors or
determine that any factor was of particular importance. Rather, the Board of
Directors viewed its position and recommendations as being based on the totality
of the information presented to and considered by it.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The Company has retained Alex. Brown as its financial advisor in connection
with the Offer and the Merger. Pursuant to the terms of Alex. Brown's
engagement, the Company has agreed to pay Alex. Brown for its services an
aggregate financial advisory fee based on the total consideration (including
liabilities assumed) payable in connection with the Offer and the Merger. The
fee payable to Alex. Brown is currently estimated to be approximately
$1,492,167. The Company also has agreed to reimburse Alex. Brown for reasonable
out-of-pocket expenses, including legal fees and expenses, and to indemnify
Alex. Brown and certain related parties against certain liabilities, including
liabilities under the federal securities laws, arising out of Alex. Brown's
engagement. In the ordinary course of business, Alex. Brown and its affiliates
may actively trade the securities of the Company and Intermet for their own
account or for the account of customers and, accordingly, may at any time hold a
long or short position in such securities.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.

(a) No transactions in shares of the Company Common Stock have been
effected during the past sixty (60) days by the Company or, to the best of
the Company's knowledge, by any executive officer, director, affiliate or
subsidiary of the Company.

(b) The Company is not aware that any executive officer, director or
affiliate presently intends not to tender its unrestricted Shares.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE COMPANY.

(a) Except as set forth above or in Items 3(b) and 4(b), the Company
is not engaged in any negotiation in response to the Offer which relates to
or would result in: (i) an extraordinary transaction, such as a merger or
reorganization, involving the Company or any subsidiary of the Company;
(ii) a purchase, sale or transfer of a material amount of assets by the
Company or any Subsidiary of the Company; (iii) a tender offer for or other
acquisition of securities by or of the Company; or (iv) any material change
in the present capitalization or dividend policy of the Company.

(b) Except as set forth above or in Items 3(b) or 4 above, there are
no transactions, Board of Directors resolutions, agreements in principle or
signed contracts in response to the Offer that would result in one or more
of the events referred to in Item 7(a) above.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

The Information Statement attached as Schedule I hereto is being furnished
in connection with the possible designation by Parent, pursuant to the Merger
Agreement, of certain persons to be appointed to the Board of Directors of the
Company other than at a meeting of the Company's stockholders.

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12

No appraisal rights are available in connection with the Offer.
Stockholders who do not tender their Shares in connection with the Offer and who
do not vote in favor of the Merger may exercise dissenters rights under the
DGCL, provided, however, that no dissenters rights will be exercisable under the
DGCL in the event that in connection with the Offer the Purchaser acquires an
amount of Shares equal to or greater than 90% of the issued and outstanding
Shares.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT NO.
- -----------

Exhibit 1 Letter to Stockholders of the Company dated November 22, 1996.*
Exhibit 2 Press Release issued by Parent dated November 18, 1996.
Exhibit 3 Agreement and Plan of Merger dated as of November 18, 1996, by and among
Parent, the Purchaser and the Company.
Exhibit 4 Confidentiality Agreement dated September 5, 1996, executed by Parent.
Exhibit 5 Opinion of Alex. Brown & Sons Incorporated dated November 18, 1996.*
Exhibit 6 1990 Sudbury, Inc. Stock Option Plan.
Exhibit 7 1995 Sudbury, Inc. Stock Option Plan.
Exhibit 8 Sudbury, Inc. Directors' Deferral Plan.
Exhibit 9 Pages 2-3 and 6-12 of the Company's Notice of 1996 Annual Meeting of
Stockholders and Proxy Statement dated August 23, 1996 containing the pertinent
sections thereof referred to in Item 3(b) of this Schedule 14d-9.
Exhibit 10 Employment Agreement dated July 28, 1995 between the Company and Jacques R.
Sardas.
Exhibit 11 Employment Agreement dated October 12, 1995 between the Company and Mark E.
Brody and accompanying letter of interpretation dated October 8, 1996.

- ---------------

*Included in copies of the Schedule 14D-9 mailed to stockholders.

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13

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: November 22, 1996

SUDBURY, INC.

By: /s/ Mark E. Brody
------------------------------
Name: Mark E. Brody
Title: Vice President and
Chief Financial Officer

SCHEDULE 1

SUDBURY, INC.
30100 CHAGRIN BOULEVARD, SUITE 203
CLEVELAND, OHIO 44124
---------------------

INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
---------------------

NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED, AND YOU ARE REQUESTED
NOT TO SEND THE COMPANY A PROXY.
---------------------

INTRODUCTION

General. This Information Statement, which is being mailed on or about
November 22, 1996 to holders of record on November 18, 1996 of shares of Common
Stock, par value $0.01 per share (the "Shares"), of Sudbury, Inc., a Delaware
corporation (the "Company"), is being furnished in connection with the possible
election to the Board of Directors of the Company (the "Board of Directors" or
the "Board") of persons (the "Designees") designated by Intermet Corporation, a
Georgia corporation ("Parent"). Such designation would be made pursuant to an
Agreement and Plan of Merger among Parent, I M Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Parent (the "Purchaser"), and the
Company, dated November 18, 1996 (the "Merger Agreement"). This information
statement is required by Section 14(f) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and Rule 14f-1 thereunder. You are urged to
read this information statement carefully. However, you are not required to take
any action.

The Offer. Pursuant to the Merger Agreement, the Purchaser is offering to
purchase all of the outstanding Shares at a price of $12.50 per Share without
interest, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 22, 1996, the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). The offer and
withdrawal rights will expire at 12:00 midnight, New York City time, on Friday,
December 20, 1996, unless the Offer is extended. Following the consummation of
the Offer, the Purchaser will be merged with and into the Company (the
"Surviving Corporation") and each outstanding Share, not owned by Parent or its
direct or indirect subsidiaries (or by stockholders who properly exercise
dissenters' rights, if any), will be converted into the right to receive $12.50
in cash without interest (the "Merger").

As of November 7, 1996, 11,417,396 Shares were issued and outstanding,
which are the only voting securities of the Company. Each Share issued and
outstanding is entitled to one vote per Share on all matters submitted to
stockholders. As of November 7, 1996, 4,173,948 Shares have been reserved for
issuance pursuant to the Company's stock options and its Participation
Certificates.

Parent's Designees to Board of Directors. The Merger Agreement provides,
among other things, that the Company, if requested by Parent, subject to
compliance with applicable law and promptly following the purchase by the
Purchaser of more than 50 percent of the outstanding Shares pursuant to the
Offer, will take all actions necessary to cause persons designated by Parent to
become directors of the Company so that the total number of such persons equals
that number of directors, rounded up to the next whole number, which represents
the product of (x) the total number of directors on the Board of Directors
multiplied by (y) the percentage that the number of Shares outstanding at the
time of such acceptance for payment bears to the number of Shares outstanding at
the time of such acceptance for payment. In furtherance thereof, the Company
will increase the size of the Board, or use its reasonable efforts to secure the
resignation of directors, or both, as is necessary to permit Parent's designees
to be elected to the Company's Board of Directors;
15

provided, however, that prior to the effective time of the Merger (the
"Effective Time"), the Company's Board of Directors shall always have at least
three members who are neither officers of Parent nor designees, stockholders or
affiliates or Parent. At such time, the Company, if so requested by Parent, will
use its reasonable efforts to cause persons designated by Parent to constitute
the same percentage of each committee of the Company's Board of Directors, each
Board of Directors of subsidiaries of the Company and each committee of each
such Board.

The Company's Board of Directors currently has seven members. If the
Purchaser's beneficial ownership of the outstanding Shares pursuant to the Offer
exceeds 50 percent, Parent will be entitled to designate at least 4 of the 7
members of the Company's Board of Directors pursuant to the above described
provision. Parent expects to designate four persons, Mr. John Doddridge, Ms.
Doretha J. Christoph, Mr. C. James Peterson and Mr. James Rydel (collectively,
the "Designees") to be elected to the Board of Directors promptly from the date
the Purchaser's beneficial ownership of the outstanding Shares exceeds 50
percent pursuant to the Offer (the "Election Date"). See "The Board of Directors
and Designees -- The Designees." The Company has advised Parent that it expects
four current directors (Preston Heller, Jr., James A. Karman, Alan L. Ockene and
David A. Preiser) (collectively, the "Resigning Directors") to submit their
resignations from the Board of Directors, effective as of the Election Date,
while Jacques R. Sardas, Thomas F. Slater and Cloyd J. Abruzzo would continue to
serve on the Board of Directors. See "The Board of Directors and
Designees -- The Current Board of Directors." Effective upon the effectiveness
of the resignations of the Resigning Directors, the Board of Directors expects
to elect the Designees to the Board of Directors to fill the four vacancies
created thereby. As a result of the foregoing, on the Election Date, the Board
of Directors will consist of the four Designees and Mr. Jacques R. Sardas,
Thomas F. Slater and Cloyd J. Abruzzo. The Designees will constitute a majority
of the Board of Directors of the Company.

The purpose of this Information Statement is to provide information
concerning the Designees and the Board of Directors. The information contained
herein concerning Parent, the Purchaser and the Designees has been furnished to
the Company by Parent, and the Company assumes no responsibility for the
accuracy or completeness of such information. The address of Parent is Suite
200, 5445 Corporate Drive, Troy, Michigan 48098.

No action is required by the stockholders of the Company (the
"Stockholders") in connection with the election of the Designees to the Board of
Directors. However, Section 14(f) of the Exchange Act requires the mailing to
the Stockholders of the information set forth in this Information Statement at
least ten days prior to the election of such Designees if such election will
result in a change in the majority of the Company's directors.

THE BOARD OF DIRECTORS OF THE COMPANY

THE DESIGNEES

The following table sets forth the name, business address, position with
Parent or the Purchaser, age, service as a director of other corporations,
principal occupation or employment at the present time and during the last five
years and the name, principal business or other organization in which such
occupation or employment is or was conducted, of the Designees. Each person
listed below is of United States citizenship

2
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and, unless otherwise specified, has his/her principal business address at the
offices of Parent, Suite 200, 5445 Corporate Drive, Troy, Michigan, 48098.

PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; ADDRESS
NAME AGE AND FIVE YEAR EMPLOYMENT HISTORY
- --------------------- --- -------------------------------------------------------------------

John Doddridge 56 Mr. Doddridge became Chairman of the Board and Chief Executive
Officer in October 1994 and became President in February 1995. Mr.
Doddridge was Vice Chairman and Chief Executive Officer of Magna
International, Inc., a supplier of motor vehicle parts, from
November 1992 until November 1994, where he also served as a
director. From mid-1989 to 1992 he served as President of North
American Operations of Dana Corporation, a motor vehicle parts
manufacturer, and prior to mid-1989 he served as President of
Hayes-Dana Inc., a subsidiary of Dana Corporation. Mr. Doddridge
serves as a director of Detroit Diesel Corporation and The Standard
Products Co.

Doretha J. Christoph 47 Ms. Christoph became Vice President -- Finance in June 1995. Prior
to that time she served as Vice President and Director of Finance
and Information Technology of LNP Engineering Plastics, a worldwide
supplier of engineered plastics across all markets and a subsidiary
of Kawasaki Steel Corporation from November 1991 until May 1995.
From 1989 to 1991, she served as Director of Finance for the
Engineering Plastics Americas operation of ICI plc.

Ms. Christoph is a Vice President and Secretary of Purchaser and
serves as a director.

C. James Peterson 49 Mr. Peterson became Vice President -- Foundry Operations in
February 1995. He served as Director of Manufacturing of Intermet
Foundries, Inc. from 1993 to 1995. Prior to that time he served as
General Manager of Columbus Foundries, Inc.

James W. Rydel 52 Mr. Rydel has served as Vice President -- Administration and
Secretary since February 1995. He served as Vice President -- Human
Resources of Parent from 1991 until February 1995. He served as
Director of Compensation and Benefits of Parent from 1986 until
1990, when he became Director of Human Resources of Parent.

Mr. Rydel is the President of Purchaser and serves as a director.

To the knowledge of the Company, none of the Designees beneficially owns
any equity securities of the Company, except to the extent they may be deemed to
beneficially own the Shares beneficially owned by the Parent and its affiliates.
Except as set forth in the Offer to Purchase neither the Purchaser nor Parent,
nor, to their knowledge, any of the persons listed in Schedule A thereto nor any
associate or majority-owned subsidiary of any of the foregoing, beneficially
owns or has a right to acquire any equity securities of the Company. Neither the
Purchaser nor Parent, nor, to their knowledge, any of the persons or entities
referred to above, nor any director, executive officer or subsidiary of any of
the foregoing, has effected any transaction in such equity securities during the
past 60 days.

Except as set forth in Section 10 to the Offer to Purchase neither the
Purchaser nor Parent, nor, to their knowledge, any of the persons listed in
Schedule A thereto, has any contract, arrangement, understanding or relationship
with any other person with respect to any securities of the Company, including,
but not limited to, any contract, arrangement, understanding or relationship
concerning the transfer or the voting of any such securities, joint ventures,
loan or option arrangements, puts or calls, guaranties of loans, guaranties
against loss or the giving or withholding of proxies. Except as set forth in
Section 10 to the Offer to Purchase, there have been no contacts, negotiations
or transactions since June 1, 1993 between Parent or the Purchaser, or, to the
best of their knowledge, any of the persons listed in Schedule A hereto, on the
one hand, and the Company or its affiliates, on the other hand, concerning a
merger, consolidation or acquisition, a tender offer or other acquisition of
securities, an election of directors, or a sale or other transfer of a material
amount of assets.

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17

Except as described in Section 10 of the Offer to Purchase, neither the
Purchaser nor Parent, nor, to the best of their knowledge, any of the persons
listed in Schedule A thereto, has since June 1, 1993 had any transaction with
the Company or any of its executive officers, directors or affiliates that would
require disclosure under the rules and regulations of the Commission applicable
to the Offer.

During the last five years, neither Parent or the Purchaser, nor, to the
best of Parent's knowledge, any of the directors or executive officers of Parent
or the Purchaser has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
any such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such law.

CURRENT BOARD OF DIRECTORS.

Information with respect to the current members of the Board of Directors
of the Company is set forth below. The Company's By-laws, as amended, provide
that the number of directors of the Company shall number up to seven persons.
The Board of Directors has set the number of directors at seven and the
following seven directors have been elected to serve until the 1997 Annual
Meeting of Stockholders and until their successors are elected and qualified:
Cloyd J. Abruzzo, Preston Heller, Jr., James A. Karman, Alan L. Ockene, David A.
Preiser, Jacques R. Sardas and Thomas F. Slater.

The age, present principal occupation or employment and the material
occupations, positions, offices or employment for the past five years, and
beneficial ownership of Shares of each director are set forth below. The
business address of each such person is 30100 Chagrin Boulevard, Suite 203,
Cleveland, Ohio 44124. Each such person is a citizen of the United States.

Unless otherwise indicated in the footnotes below, the directors have sole
voting and investment power over the shares of Common Stock listed in the table
below under "Shares of Common stock Beneficially Owned on October 31, 1996." The
asterisk opposite the names of certain persons under the column "Percent of
Class" in the table below indicates that the number of shares of Common Stock
owned by each such person does not exceed 1% of the total number of shares of
Common Stock outstanding on such date.

BENEFICIALLY
PRESENT PRINCIPAL OCCUPATION OR MATERIAL OWNED AS OF
POSITIONS OCTOBER 31, 1996 PERCENT
NAME AGE HELD DURING THE PAST FIVE YEARS NUMBER OF SHARES OF CLASS
- -------------------- --- ---------------------------------------------- ---------------- --------

Cloyd J. Abruzzo 46 Mr. Abruzzo became a Director of the Company 15,000(a) *
in September 1992. Since July 1993, Mr.
Abruzzo has been President of Stoneridge,
Inc., a group of companies whose principal
activities include the design and manufacture
of power and signal distribution systems and
electro-mechanical and electronic components
for the automotive and transportation
industries. Before being elected President,
Mr. Abruzzo served, since 1984, as the Vice
President and Chief Financial Officer of
Stoneridge. Mr. Abruzzo also serves on the
Board of Directors of Second National Bank of
Warren, a financial services company.

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18

Preston Heller, Jr. 67 Mr. Heller became a Director of the Company in 5,000(a) *
September 1993. Since 1966, Mr. Heller has
been affiliated with Pioneer-Standard
Electronics, Inc., an industrial distributor
of electronic components, computer and
peripheral systems products. Mr. Heller, who
currently serves as a Director of
Pioneer-Standard, held positions with that
company of Chairman, 1983 through March 1996,
and Chief Executive Officer, 1983 through
March 1995. Mr. Heller also serves on the
Board of Directors of National City Bank, a
financial services company.
James A. Karman 59 Mr. Karman became a Director of the Company in 1,000(a) *
October 1993. Since 1978, Mr. Karman has
served as President and Chief Operating
Officer, and since 1963, as a member of the
Board of Directors of RPM, Inc., a worldwide
producer of specialty chemicals, coatings and
sealants for industrial and consumer markets.
Mr. Karman also serves as a Director on the
Boards of McDonald & Company Securities, Inc.,
a regional investment banking company, Shiloh
Industries, Inc., a supplier of steel blanks,
stampings and processed steel to automotive,
appliance and other industrial manufacturers
and A. Schulman, an international supplier and
distributor of plastic compounds and
materials.
Alan L. Ockene 65 Mr. Ockene became a Director of the Company in 0(a) *
August 1996. From 1991 until his retirement in
1994, Mr. Ockene served as President and Chief
Executive Officer of General Tire, Inc., a
world-wide manufacturer and distributor of
tires, as well as a member of the Executive
Board of Directors of Continental AG, parent
company of General Tire. Prior to joining
General Tire, Mr. Ockene was affiliated for 17
years with Goodyear Tire and Rubber Company,
which develops and sells tires domestically
and abroad, serving that company in many
capacities including Vice President, Goodyear
Aerospace, in the area of acquisitions and
divestitures, Vice President, Latin America
and Vice President, Europe and Africa. Mr.
Ockene currently serves as a Director on the
Boards of A. Schulman and Ameron International
Corporation, a producer of fiberglass,
concrete and steel pipe systems, and
high-performance coatings for the building,
construction and industrial markets.

5
19

David A. Preiser 39 Mr. Preiser became a Director of the Company 0(a) *
in September 1992. Since 1990, Mr. Preiser has
been affiliated with Houlihan, Lokey, Howard &
Zukin, a financial advisory and investment
banking firm specializing in financial
restructuring. Mr. Preiser currently holds the
position of Managing Director of that firm.
Mr. Preiser also serves as a Director on the
Boards of NVR, Inc., a home-building firm and
Jos. A Bank Clothiers, Inc., specializing in
men's and women's retail clothing.
Jacques R. Sardas 66 Mr. Sardas became a Director, and the 2,345,406(a)(b) 17.2%
President and Chief Executive Officer of the
Company in January 1992. He was elected
Chairman of the Board of Directors and
Treasurer in January 1993. Mr. Sardas was
affiliated for 34 years with Goodyear Tire and
Rubber Company, serving that company in many
capacities including as a member of its Board
of Directors, Executive Vice President of the
company, President of Goodyear International,
President of North American Operations, and
President and Chief Operating
Officer -- Tires.
Thomas F. Slater 52 Mr. Slater became a Director of the Company in 40,000(a) *
December 1992. Since 1979, Mr. Slater has been
President and Chief Executive Officer of
Actron Manufacturing Company, which designs,
manufactures and markets automotive testing
equipment. Mr. Slater serves as a Director on
the Boards of Oatey Company, a maker of
specialty plumbing and automotive repair
hardware and MJM Industries, Inc., a
manufacturer of specialty electrical
connectors.
Directors and 2,437,718(a) 17.8%
Executive Officers
as a Group
(8 persons)

- ---------------
(a) Information concerning beneficial ownership of Shares is based in part on
information provided by each director.

(b) Includes 807 Shares held by the Sudbury Savings and Profit Sharing Plan as
of May 31, 1996 for the account of Mr. Sardas and shares Mr. Sardas is
deemed to own by virtue of currently exercisable options to purchase
2,235,329 shares. See also -- "CEO Employment Arrangements".

ADDITIONAL INFORMATION CONCERNING
THE BOARD OF DIRECTORS

Committees and Meetings

The Company's Board of Directors held seven regularly scheduled meetings
during the fiscal year ended May 31, 1996. The Board has designated several
standing Committees described below. Attendance by

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20

directors at meetings of the Board and Committees on which they served averaged
over 95%. All directors attended 75% or more of these meetings.

The Audit Committee. The function of the Audit Committee is to provide
assistance in fulfilling the Company's responsibility to stockholders, potential
stockholders and the investment community in matters relating to corporate
accounting, reporting practices of the Company and the quality and integrity of
the financial reports of the Company. The members of the Audit Committee are all
non-employee directors: Cloyd J. Abruzzo, Chairman, James A. Karman and David A.
Preiser. The members held three meetings and consulted informally on other
occasions during fiscal 1996.

The Compensation Committee. The functions of the Compensation Committee are
to provide guidance and approval for all executive compensation and benefit
programs, as well as to designate those employees of the Company who will
receive grants of stock options under the Company's stock option plan. The
members of the Compensation Committee are all non-employee directors: Thomas F.
Slater, Chairman, Cloyd J. Abruzzo, and Preston Heller, Jr. The Compensation
Committee held five meetings and consulted informally on other occasions during
fiscal 1996.

The Nominating Committee. The function of the Nominating Committee is the
selection and nomination of candidates to fill vacancies on the Board as they
occur and to recommend to the Board a slate of nominees for election as
directors at the Company's Annual Meeting of Stockholders. The Nominating
Committee will consider nominations received by security holders in accordance
with procedures to be determined upon any such recommendation. The members of
the Nominating Committee are all non-employee directors: Preston Heller, Jr.,
Chairman, James A. Karman, David A. Preiser and Thomas F. Slater. The members
held one meeting and consulted informally on other occasions during fiscal 1996.

DIRECTOR COMPENSATION

Employee directors receive no additional compensation for service on the
Board of Directors. A director who is not an employee of the Company receives an
annual cash retainer of $20,000 payable in four quarterly installments.
Additionally, non-employee directors receive $1,200 for each Board meeting
attended in person, $600 for participating in formal telephonic meetings of the
Board and reimbursement of expenses incident to their service. Directors who
undertake special consulting projects on behalf of the Company or its Board of
Directors are entitled to receive remuneration for their services at a per diem
rate of $1,000. A total of $33,250 was paid for services rendered pursuant to
such consulting projects in fiscal 1996.

In 1994 the Board of Directors adopted the Sudbury, Inc. Directors'
Deferral Plan (the "Plan") for the benefit of non-employee directors. Pursuant
to the Plan, outside directors may elect to defer, until a specified date or
retirement from the Board, all or any part of their retainer or meeting fees
into a cash and/or stock equivalent account established by the Company for their
benefit.

The Company pays interest on compensation deferred into the cash account at
a rate based on the rate of interest paid by the Company on its senior revolving
credit facility. The interest rate currently paid is 8.5% per year. Compensation
deferred to the stock account during any calendar quarter is converted into
stock equivalent units by dividing the total amount of deferred compensation by
the market price, as defined in the Plan, of the Company's Common Stock on the
last business day of that quarter. At the end of the deferred period, the
Company will pay to the director an amount in cash equal to the number of
accumulated stock equivalent units multiplied by the market price of the
Company's Common Stock on the last business day of the calendar quarter
immediately prior to the day on which the deferral period ends.

Deferred amounts and accrued interest may be paid in a lump sum or
installments commencing upon a date specified by the director or the director's
retirement from the Board. Pursuant to the Merger Agreement, the Company will
take such actions as may be necessary such that as of the Effective Time, the
Plan shall be terminated and, as soon as practicable after the Effective Time,
each participant's "Deferred Account" (as defined in the Plan) will be paid to
the participant in one lump sum cash payment.

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EXECUTIVE OFFICERS

The names, ages, present principal occupation or employment and the material
occupations, positions, offices or employments for the past five years of each
of the current executive officers of the Company are set forth or referenced
below. The business address of each such person is 30100 Chagrin Boulevard,
Suite 203, Cleveland, Ohio 44124. Unless otherwise indicated, each such person
has held the principal occupation listed below his name for at least five years.
Each such person is a citizen of the United States. The asterisk opposite the
name of an Executive Officer indicates that the number of shares of Common Stock
owned by such person does not exceed 1% of the total number of shares of Common
Stock outstanding on such date.

AMOUNT AND
NATURE OF
PRESENT PRINCIPAL OCCUPATION OR MATERIAL POSITIONS BENEFICIAL PERCENT
NAME AGE HELD DURING THE PAST FIVE YEARS OWNERSHIP OF CLASS
- ------------------- --- --------------------------------------------------- ---------- --------

Jacques R. Sardas 66 Mr. Sardas became a Director, and the President and 2,345,406 17.2%
Chief Executive Officer of the Company in January
1992. He was elected Chairman of the Board of
Directors and Treasurer in January 1993. Mr. Sardas
was affiliated for 34 years with Goodyear Tire and
Rubber Company, serving that company in many
capacities including as a member of its Board of
Directors, Executive Vice President of the company,
President of Goodyear International, President of
North American Operations, and President and Chief
Operating Officer -- Tires.
Mark E. Brody 35 Vice President and Chief Financial Officer since 1,312 *
October 1994; Vice President of Finance (October
1992 -- October 1994); Controller (September
1991 -- October 1994); Assistant Controller (April
1989 -- September 1991)

Pursuant to the Merger Agreement, the officers of the Company immediately
prior to the Effective Time shall remain the officers of the Surviving
Corporation, until the earlier of their resignation or removal or until their
respective successors are duly qualified as the case may be.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT ON EXECUTIVE MANAGEMENT COMPENSATION

In accordance with its charter and pursuant to authority granted by the
Board, the Compensation Committee of the Board of Directors (the "Committee") is
responsible for approving the Company's cash and non-cash compensation for its
executive officers and making recommendations to the Board of Directors with
respect to the establishment of the Company's executive compensation plans and
programs. The Committee also administers the Company's stock option plans. The
Committee is composed exclusively of independent, non-employee directors (Thomas
F. Slater, Chairman, Cloyd J. Abruzzo, Jerry A. Cooper, who resigned as a member
of the Company's Board of Directors on August 15, 1996, and Preston Heller, Jr.)
who are not eligible to participate in any of the Company's executive
compensation programs. No member of the Compensation Committee has interlocking
relationships with third parties which might be considered conflicts of
interest.

The Company's executive compensation program is designed to provide (i)
fair compensation to executives based on their responsibilities and their
achievements of annually established goals and (ii) incentives which develop a
sense of Company ownership and commitment to attaining long-term profitable
operations of the Company's business. The Committee believes that its policies
are best implemented by providing compensation comprised of separate components,
all of which are designed to motivate

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22

executive performance. These components are: base salary, short-term incentive
compensation (bonus) and long-term incentive compensation (stock options).

The information below is provided with respect to the compensation of the
Company's executive officers including the Chief Executive Officer and the Vice
President and Chief Financial Officer, the only executive officers of the
Company designated as "named executive officers" in the Summary Compensation
Table.

CEO Compensation. In July 1995, the Company and Mr. Jacques R. Sardas,
Chairman, President and Chief Executive Officer of the Company, entered into an
employment agreement (the "1996 Employment Agreement") which extended the term
of Mr. Sardas' employment through January 1998 upon the expiration of his 1992
employment agreement with the Company (the "1992 Employment Agreement").

Pursuant to the terms of the 1996 Employment Agreement, which became
effective January 13, 1996, Mr. Sardas continues as the Company's Chairman and
Chief Executive Officer until such time as the Board of Directors selects a new
Chief Executive Officer. Upon the selection of a new Chief Executive Officer,
Mr. Sardas will continue as Chairman of the Company's Board of Directors through
the expiration of the 1996 Employment Agreement on January 12, 1998. Mr. Sardas'
base salary is $500,000 per annum for the longer of the first year of the 1996
Employment Agreement or until such time as a new Chief Executive Officer of the
Company is selected. At such time as a new Chief Executive Officer is selected
(but not before January 13, 1997) Mr. Sardas' base salary will be reduced to
$250,000 per annum.

Under the terms of the 1996 Employment Agreement, the Board of Directors,
upon recommendation of the Committee, established a target bonus under the
Company's Incentive Bonus Plan ("Bonus Plan") tied directly to the Company's
achievement of specific financial objectives. The financial objectives set were
based on minimum and maximum target levels relating to the Company's return on
equity. Under the Bonus Plan and consistent with the 1996 Employment Agreement,
Mr. Sardas was entitled to bonus compensation equal to a percentage of his base
salary ranging from 20% to 60% if the financial objectives were achieved.
However, no awards would be paid if the specified minimum target levels were not
met. All such awards require Committee approval and are submitted by the
Committee to the Board of Directors for the Board's final approval.

Additionally, the terms of the 1992 Employment Agreement included a bonus
payable to Mr. Sardas at the expiration of the agreement in January 1996. The
bonus amount was equal to 5% of the net fair value of the Company in excess of
$35,000,000 based on an appraisal completed by an independent investment banking
firm. The total of such bonus paid to Mr. Sardas in January 1996 was $7,250,000.

Base Salary: In setting the annual salary of Mr. Brody, the Company's Vice
President and Chief Financial Officer and the Company's other executive
officers, the Committee reviewed the salaries recommended by the Chief Executive
Officer. The Committee formally recommended to the Board of Directors, for its
final approval, the appropriate level of cash compensation for fiscal year 1996.
Cash compensation levels were determined upon subjective consideration of scopes
of responsibility and comparison with industry pay practices. In making the
determination, such factors were accorded equal relative importance.

Annual Incentive Bonus: Executive officers, including Mr. Brody, are also
eligible to earn an annual cash incentive bonus under the Bonus Plan. The amount
of each bonus for fiscal 1996 was determined as a fixed percentage of each
executive officer's base salary ranging from a minimum of 15% up to a maximum of
45%. The determination of such bonus percentage for each executive officer for
fiscal 1996 was based upon the Committee's subjective determination of each
individual's level of responsibility and accountability.

The annual incentive bonus is tied directly to the Company's achievement of
specific financial objectives. Each year, usually at its August meeting, the
Committee sets minimum and maximum target levels relating to the Company's
return on equity. No awards are paid if the specified minimum target is not met.
All awards require Committee approval and are submitted by the Committee to the
Board of Directors for the Board's final approval.

At the close of fiscal year 1996, the Company had achieved the target
levels established at the beginning of fiscal 1996. Accordingly, the Committee
made incentive compensation awards to the participating executives based on the
factors described above.

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23

Stock Options: The ability to grant options under the Sudbury, Inc. 1990
Stock Option Plan terminated on June 22, 1995. The Sudbury, Inc. 1995 Stock
Option Plan was adopted by the Board of Directors on June 22, 1995 and by the
Company's stockholders on September 28, 1995. Under the Company's 1995 Stock
Option Plan, 215,000 were awarded to named executive officers during fiscal
1996.

The Merger Agreement also provides that each holder of an outstanding
option to purchase Shares (an "Option") granted under any employee stock option
plan of the Company, whether or not exercisable, shall be entitled to receive at
or after the Effective Time, an amount in cash in cancellation of such Option
equal to the difference between the Merger Consideration and the exercise price
per Share of such Option multiplied by the number of Shares subject to such
Option.

Compliance with Section 162(m) of the Internal Revenue Code: Section 162(m)
of the Internal Revenue Code enacted in 1993 generally disallows a tax deduction
to a public corporation for compensation in excess of $1,000,000 paid to a
corporation's chief executive officer and four other most highly compensated
executive officers. Qualifying performance-based compensation will not be
subject to the limitations provided if certain requirements are met. The
Committee and the Board of Directors currently intend to structure the
compensation of its executive officers in a manner that is intended to ensure
that the Company does not lose any tax deductions because of the $1,000,000
compensation limit. However, there can be no assurance that the various
incentive and performance-related elements of the Company's compensation
arrangements with its five highest paid executive officers will, in fact,
qualify under Section 162(m) of the Internal Revenue Code as performance-based
compensation excluded from such limitations.

CEO EMPLOYMENT ARRANGEMENTS

1996 Employment Agreement. In July 1995, the Company and Mr. Sardas entered
into the 1996 Employment Agreement which extended Mr. Sardas' employment for two
years beyond the expiration of the 1992 Employment Agreement through January
1998. The terms of Mr. Sardas' salary and bonus compensation arrangements
pursuant to the 1996 Employment Agreement are detailed above in the section
entitled "Compensation Committee Report on Executive Management
Compensation -- CEO Compensation."

In connection with the 1992 Employment Agreement, confirmed as part of the
Company's Plan of Reorganization, Mr. Sardas was granted 1,764,706 stock options
under a 1992 stock option agreement ("1992 Stock Options"). Under the 1996
Employment Agreement, Mr. Sardas has the right to sell to the Company the Common
Stock underlying the 1992 Stock Options (the "Option Stock") in five separate
approximately semi-annual installments commencing February 7, 1996 and
continuing through January 13, 1998. The purchase price for the Option Stock is
the per share fair market value on the purchase date based on the quoted price
on the principal stock exchange on which the Company's Common Stock is traded
("Fair Market Value"). Mr. Sardas generally may delay his right to sell any
installment of the Option Stock until the next succeeding purchase date. If at
that next succeeding purchase date Mr. Sardas does not tender such shares of
Option Stock, the Company will have no further repurchase obligation for such
shares.

Under the terms of the 1996 Employment Agreement, if Mr. Sardas' employment
is terminated other than for cause, or due to Mr. Sardas' death or disability,
the Company is obligated to pay to Mr. Sardas or his estate, at Mr. Sardas' or
his estate's election at that time or at the next installment purchase date, the
Fair Market Value of the Option Stock. Alternatively, in such event, if Mr.
Sardas does not exercise such election, he or his estate or representative will
maintain the right to sell the Option Stock in installments as noted above. If
the 1996 Employment Agreement is terminated by the Company for cause, then the
Company has the right to purchase the Option Stock for the Fair Market Value
thereof subject to Mr. Sardas' right to decline to tender such shares. In the
event he declines to tender such shares, the Company's obligation to purchase
the Option Stock will terminate. Mr. Sardas has not exercised his right to sell
his Option Stock subject to the February 7, 1996 installment; therefore, the
Company's obligation with respect to such purchase has terminated.

Pursuant to the 1996 Employment Agreement, the Company granted to Mr.
Sardas under the Company's 1995 Stock Option Plan, options to purchase 200,000
shares of Common Stock. Such options were granted at

10
24

an exercise price of $7.625, the market price on the date of grant and expire on
July 28, 2000. On January 13, 1996, 100,000 of such options vested and the
remainder will vest on January 13, 1997; provided that such vesting will
accelerate pursuant to the terms of such option, upon completion of the Offer.

Other Arrangements. In July 1994, the Company entered into a settlement
agreement with Mr. Sardas providing that under the terms of the 1992 Employment
Agreement and related stock option agreement, Mr. Sardas was entitled to certain
anti-dilution protection arising from the issuance of Participation Certificates
under the Company's Plan of Reorganization. Under the settlement agreement, Mr.
Sardas was issued options evidencing his right to purchase, in the aggregate,
479,893 shares of Common Stock which amount is equivalent to 15% of the total of
the (i) underlying shares of Common Stock reserved for issuance under the
Participation Certificates and (ii) the options issued under the settlement
agreement. Mr. Sardas was issued options, to purchase 109,270 shares of Common
Stock, having an exercise price per share of $3.17 which were exercised by Mr.
Sardas on July 17, 1996. He was also issued options which are currently
exercisable to purchase 115,021 shares of Common Stock, having an exercise price
per share of $5.69 and expiring September 1, 1999 and 255,602 shares of Common
Stock, having an exercise price per share of $5.015, and which expire on
September 1, 2002.

EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL AND TERMINATION OF EMPLOYMENT
ARRANGEMENTS

Mr. Brody, the Company's Vice President and Chief Financial Officer is a
party to an employment agreement with the Company. The agreement provides that
employment shall be at will. However, if Mr. Brody is terminated by the Company
(or its successor) without cause or if Mr. Brody is subject to constructive
termination (i.e., a reduction in compensation, a diminution in job
responsibilities, or a required relocation outside of the greater Cleveland
area) within one year after a change of control of the Company, Mr. Brody will
be entitled to twenty-four months' severance compensation. Mr. Brody's agreement
also provides him, under certain circumstances, with twelve months' severance
compensation in the event that his employment is terminated by the Company other
than in the event of a change in control.

As provided in the Merger Agreement, the Surviving Corporation will honor
such agreement, pursuant to its terms (including change in control provisions).

SUMMARY COMPENSATION TABLE

The following table provides a summary of annual and long-term compensation
during the last three fiscal years for the Chief Executive Officer and all other
executive officers of the Company whose annual salary exceeded $100,000
(hereinafter, referred to collectively as the "named executive officers").

LONG-TERM COMPENSATION
-------------------------
AWARDS
----------
ANNUAL COMPENSATION(A) SECURITIES PAYOUTS
---------------------------- UNDERLYING ----------
NAME AND FISCAL OPTIONS/ LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS SARS(B) PAYOUTS($) COMPENSATION
- ------------------------------------------------ ------ -------- -------- ---------- ---------- ------------

Jacques R. Sardas............................... 1996 $424,975 $176,869 200,000 $7,250,000(d) (e)
Chairman, Chief 1995 $369,720 $184,860 479,893(c) -0- (e)
Executive Officer, 1994 $369,720 $184,860 -0- -0- (e)
President and Treasurer
Mark E. Brody................................... 1996 $136,083 $ 43,608 15,000 -0- (e)
Vice President/ 1995 $115,000 $ 51,750 -0- -0- (e)
Chief Financial 1994 $100,000 $ 45,000 -0- -0- (e)
Officer

- ---------------

(a) Includes amounts earned in the specified fiscal year, whether or not
received during such fiscal year.

(b) The Company has not granted any restricted stock or stock appreciation
rights.

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25

(d) Bonus paid pursuant to Mr. Sardas' 1992 employment agreement with the
Company. See also "Compensation Committee Report on Executive Compensation"
and "CEO Employment Arrangements."

(e) The aggregate amount of all other compensation was less than the lesser of
$50,000 or 10% of the annual salary and bonus reported for the named
executive officers.

OPTION GRANTS AND OPTION EXERCISE

The following table shows all options granted to any of the named executive
officers in fiscal 1996 and the potential value at stock price appreciation
rates of 5% and 10%, over the term of the options. The 5% and 10% rates of
appreciation are required to be disclosed by the Commission and are not intended
to forecast possible future actual appreciation, if any, in the Company's stock
prices.

INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- ------------------------------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS MARKET APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR PRICE ON OPTION TERM
OPTIONS/SARS EMPLOYEES IN BASE PRICE DATE OF EXPIRATION ---------------------
NAMES GRANTED(#) FISCAL YEAR ($/SH) GRANT DATE 5% 10%
- --------------------- ------------ ---------------- ----------- -------- ---------- -------- --------

Jacques R. Sardas.... 200,000(a) 76.9% $ 7.625 $7.625 7-27-00 $421,329 $931,028
Mark E. Brody........ 15,000(b) 5.8% $ 8.25 $ 8.25 1-08-06 $ 77,826 $197,226

(a) Non-qualified stock options granted pursuant to the Sudbury, Inc. 1995 Stock
Option Plan (the "Plan"). 100,000 options granted on July 28, 1995 became
exercisable on January 13, 1996 and the remaining 100,000 will become
exercisable on January 13, 1997; provided that such vesting will accelerate
pursuant to the terms of such option, upon completion of the Offer.

(b) Non-qualified stock options granted pursuant to the Plan on January 8, 1996
become exercisable in three equal installments on January 8, 1997, January
8, 1998 and January 8, 1999; provided that such vesting will accelerate
pursuant to the terms of such option, upon completion of the Offer.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1996
AND FISCAL YEAR END OPTION/SAR VALUES

The following table sets forth information for all exercises of stock
options by each of the named executive officers and the number and value of
unexercised in-the-money options at May 31, 1996. The actual amount, if any,
realized upon exercise of stock options will depend upon the amount by which the
market price of the Company's Common Stock on the date of exercise exceeds the
exercise price. There is no assurance that the values of unexercised
in-the-money stock options reflected in this table will be realized.

VALUE OF SECURITIES
NUMBER OF SECURITIES UNDERLYING
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FISCAL OPTIONS/SARS AT
SHARES YEAR END (#) FY-END ($)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ----------- ----------- ----------- ------------- ----------- -------------

Jacques R. Sardas........... -0- -0- 2,235,329 100,000 $18,164,001 $ 137,500
Mark E. Brody............... -0- -0- 30,000 15,000 $ 157,500 $ 11,250

PRINCIPAL STOCKHOLDERS

The following table sets forth as of September 30, 1996 (i) the name of
each person known to the Company, based upon filings made by such persons with
the Commission or information provided by such persons to the Company, to be the
beneficial owner of more than five percent of the outstanding shares of

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26

Common Stock, (ii) the total number of shares of Common Stock beneficially owned
by such person and (iii) the percentage of the outstanding shares of Common
Stock so owned.

NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------------------------------------- -------------------- ----------------

Pioneering Management Corporation...................... 905,000(a) 7.9%
60 State Street
Boston, MA 02109
T. Rowe Price Associates, Inc. ........................ 891,000(b) 7.8%
100 E. Pratt Street
Baltimore, MD 21202
Jacques R. Sardas, .................................... 2,345,406(c)(d) 17.2%
Chairman, Chief Executive Officer, Director
Sudbury, Inc.
30100 Chagrin Blvd., Suite 203
Cleveland, OH 44124

- ---------------
(a) Based on information contained in a report on Schedule 13G dated September
30, 1996 and filed with the Commission by Pioneering Management Corporation,
a registered investment advisor.

(b) In a report on Schedule 13G dated February 14, 1996 and filed with the
Commission, T. Rowe Price Associates, Inc., a registered investment advisor,
reported sole power to dispose of 891,000 shares and sole voting power over
60,000 shares.

(c) Information concerning beneficial ownership of shares is based in part on
information provided by each executive officer and director.

(d) Includes 807 shares held by the Sudbury Savings and Profit Sharing Plan as
of May 31, 1996 for the account of Mr. Sardas and shares Mr. Sardas is
deemed to own by virtue of currently exercisable options to purchase
2,235,329 shares. See also --"CEO Employment Arrangements".

OTHER MATTERS

Compliance with Section 16(a) of the Exchange Act. Section 16(a) of the
Exchange Act requires the Company's directors and executive officers, and person
who own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Commission. Directors, executive officers and greater than ten percent
beneficial owners are required by the Commission regulation to furnish the
Company with copies of all Section 16(a) forms that they file. Based solely on a
review of the copies of such forms received by the Company and/or written
representations from certain reporting persons, the Company believes that during
the period June 1, 1995 to May 31, 1996, all filing requirements applicable to
its directors, executive officers and greater than ten percent beneficial owners
were complied with.

AVAILABLE INFORMATION

The Company is subject to the informational filing requirements of the
Exchange Act and in accordance therewith is required to file periodic reports,
proxy statements and other information with the Commission under the Exchange
Act relating to its business, financial condition and other matters. The Company
is required to disclose in such proxy statements certain information, as of
particular dates, concerning the Company's directors and officers, their
remuneration, stock options granted to them, the principal holders of the
Company's securities and any material interests of such persons in transactions
with the Company. Such reports, proxy statements and other information may be
inspected at the Commission's office at 450 Fifth Street, N.W., Washington, D.C.
20449, and should also be available for inspection and copying at the regional
offices of the Commission located in Room 1204, Everett McKinley Dirksen
Building, 219 South Dearborn

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27

Street, Chicago, Illinois 60604; and Room 1102, Jacob K. Javits Federal
Building, 26 Federal Plaza, New York, New York 10278. Copies may be obtained on
payment of the Commission's customary fees by writing to its principal office at
450 Fifth Street, N.W., Washington, D.C. 20549. Such material should also be
available for inspection at the library of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005.

Certain additional information relating to the Offer, the Agreement, the
acquisition by Parent of a controlling equity in the Company and the financing
thereof and related matters are contained in the Purchaser's Offer to Purchase,
dated November 22, 1996, the Schedule 14D-1 and the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by the Company with the Commission, copies of
which are available for inspection (and copies of which may be obtained) at the
places and in the manner set forth above (except that such copies will not be
available at the regional offices of the Commission).

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28

EXHIBIT INDEX

EXHIBIT NO.
- -----------

- ---------------

*Included in copies of the Schedule 14D-9 mailed to stockholders.