UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
Special Metals Corporation
--------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------
(Title of Class of Securities)
84741Y 10 3
-----------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the reminder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
The total number of shares reported herein is 11,625,000 which constitutes
approximately 75.1% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 15,477,000 shares
outstanding, and ownership figures reported are as of December 31, 1997.
<PAGE>
Page 2 of 30 pages
CUSIP NO. 84741Y 10 3 13G
- --------------------------------------------------------------------------------
1. Name of Reporting Person Society Industrielle
S.S. or I.R.S. Identifica- de Materiaux Avances
tion No. of Above Person
- --------------------------------------------------------------------------------
2. Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
- --------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------
4. Citizenship or Place of Organization France
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 5,952,000
Owned by Each (7) Sole Dispositive Power 5,952,000
Reporting Person (8) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,952,000
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[ ]
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row 9 38.5%
- --------------------------------------------------------------------------------
12. Type of Reporting Person CO
- --------------------------------------------------------------------------------
<PAGE>
Page 3 of 30 pages
CUSIP NO. 84741Y 10 3 13G
- --------------------------------------------------------------------------------
1. Name of Reporting Person LWH Holding S.A.
S.S. or I.R.S. Identifica-
tion No. of Above Person
- --------------------------------------------------------------------------------
2. Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
- --------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------
4. Citizenship or Place of Organization Luxembourg
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 3,580,500
Owned by Each (7) Sole Dispositive Power 3,580,500
Reporting Person (8) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,580,500
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[ ]
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row 9 23.1%
- --------------------------------------------------------------------------------
12. Type of Reporting Person CO
- --------------------------------------------------------------------------------
<PAGE>
Page 4 of 30 pages
CUSIP NO. 84741Y 10 3 13G
- --------------------------------------------------------------------------------
1. Name of Reporting Person Carlos Lois Landin
S.S. or I.R.S. Identifica-
tion No. of Above Person
- --------------------------------------------------------------------------------
2. Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
- --------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------
4. Citizenship or Place of Organization Argentina
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 3,580,500
Owned by Each (7) Sole Dispositive Power 3,580,500
Reporting Person (8) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,580,000
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[ ]
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row 9 23.1%
- --------------------------------------------------------------------------------
12. Type of Reporting Person IN
- --------------------------------------------------------------------------------
<PAGE>
Page 5 of 30 pages
CUSIP NO. 84741Y 10 3 13G
- --------------------------------------------------------------------------------
1. Name of Reporting Person Advanced Materials Investments
S.S. or I.R.S. Identifica- Holding S.A.
tion No. of Above Person
- --------------------------------------------------------------------------------
2. Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
- --------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------
4. Citizenship or Place of Organization Luxembourg
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 2,092,500
Owned by Each (7) Sole Dispositive Power 2,092,500
Reporting Person (8) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,092,500
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[ ]
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row 9 13.5%
- --------------------------------------------------------------------------------
12. Type of Reporting Person CO
- --------------------------------------------------------------------------------
<PAGE>
Page 6 of 30 pages
CUSIP NO. 84741Y 10 3 13G
- --------------------------------------------------------------------------------
1. Name of Reporting Person Jean Chauveau
S.S. or I.R.S. Identifica-
tion No. of Above Person
- --------------------------------------------------------------------------------
2. Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
- --------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------
4. Citizenship or Place of Organization Argentina
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 2,092,500
Owned by Each (7) Sole Dispositive Power 2,092,500
Reporting Person (8) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,092,500
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[ ]
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row 9 13.5%
- --------------------------------------------------------------------------------
12. Type of Reporting Person IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 84741Y 10 3 Page 7 of 30 pages
ITEM 1
(A)-(B) NAME OF ISSUER AND ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES
This statement relates to the Common Stock, par value $0.01
per share (the "Stock"), of Special Metals Corporation, a Delaware corporation
(the "Issuer"). The principal executive officers of the Issuer are located at
4317 Middle Settlement Road, New Hartford, New York 13413.
ITEM 2
(A) NAMES OF PERSONS FILING
Pursuant to Rules 13d-1(f)(1)-(2) of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby file this Schedule 13G on behalf of Society Industrielle
de Materiaux Avances a French societe anonyme ("SIMA"), LWH Holding S.A., a
Luxembourg societe anonyme holding ("LWH"), Advanced Materials Investments
Holding S.A., a Luxembourg societe anonyme holding ("AMI"), Carlos Luis Landin
and Jean Chauveau (collectively, the "Reporting Persons").
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
Societe Industrielle de Materiaux Avances
41 Rue de Villiers - BP120
92202 Neuilly Sur Seine
Cedex, FRANCE
LWH Holding S.A.
3 Boulevard Royal
L-2449 LUXEMBOURG
Advanced Materials Investments Holding S.A.
3A Rue Guillaume Kroll
L-1882 LUXEMBOURG
Carlos Luis Landin
c/o LWH Holding S.A.
3 Boulevard Royal
L-2449 LUXEMBOURG
Jean Chauveau
c/o Advanced Materials
Investments Holding S.A.
3A Rue Guillaume Kroll
L-1882 LUXEMBOURG
<PAGE>
CUSIP NO. 84741Y 10 3 Page 8 of 30 pages
(C) CITIZENSHIP
SIMA
France
LWH
Luxembourg
AMI
Luxembourg
Carlos Luis Landin
Argentina
Jean Chauveau
Argentina
(D) TITLE OF CLASS OF SECURITIES
This Schedule 13G relates to the Common Stock, par value $0.01
per share, of the Issuer.
(E) CUSIP NUMBER
The CUSIP number of the Stock is 84741Y 10 3.
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(A) [ ] BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE
ACT
(B) [ ] BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT
(C) [ ] INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19) OF
THE ACT
(D) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE
INVESTMENT COMPANY ACT
(E) [ ] INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE
INVESTMENT ADVISERS ACT OF 1940
(F) [ ] EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT
TO THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974 OR ENDOWMENT FUND; SEE SS.
240.13D-1(B)(1)(II)(F)
<PAGE>
CUSIP NO. 84741Y 10 3 Page 9 of 30 pages
(G) [ ] PARENT HOLDING COMPANY, IN ACCORDANCE WITH SS.
240.13D-1(B)(II)(G) (NOTE: SEE ITEM 7)
(H) [ ] GROUP, IN ACCORDANCE WITH SS. 240.13D-1(B)(1)(II)(H)
ITEM 4 OWNERSHIP
As of December 31, 1997:
(A)-(B) AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS
SIMA
The aggregate number of shares of the Stock that SIMA owns
beneficially, pursuant to Rule 13d-3 of the Act, is 5,952,000 which constitutes
approximately 38.5% of the outstanding shares of Stock.
LWH
The aggregate number of shares of the Stock that LWH owns
beneficially, pursuant to Rule 13d-3 of the Act, is 3,580,500, which constitutes
approximately 23.1% of the outstanding shares of Stock.
AMI
The aggregate number of shares of the Stock that AMI owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,092,500, which constitutes
approximately 13.5% of the outstanding shares of Stock.
Carlos Luis Landin
Because he beneficially owns 100% of the capital stock of LWH,
Carlos Luis Landin may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of the 3,580,500 shares of Stock owned of record by LWH, which
constitutes approximately 23.1% of the outstanding shares of Stock.
Jean Chauveau
Because he beneficially owns 100% of the capital stock of AMI,
Jean Chauveau may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of the 2,092,500 shares of the Stock owned of record by AMI,
which constitutes approximately 13.5% of the outstanding shares of Stock.
<PAGE>
CUSIP NO. 84741Y 10 3 Page 10 of 30 pages
(C) NUMBER OF SHARES AS TO WHICH THE PERSONS FILING HAVE (I)
SHARED POWER TO VOTE OR DIRECT THE VOTE; (II) SHARED POWER TO VOTE OR DIRECT THE
VOTE; (III) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION OF; (IV) SHARED
POWER TO DISPOSE OR DIRECT THE DISPOSITION OF:
SIMA
SIMA has the shared power to vote or to direct the
vote and the sole power to dispose or direct the disposition of 5,952,000 shares
of the Stock.
LWH
LWH has the shared power to vote or to direct the
vote and the sole power to dispose or direct the disposition of 3,580,500 shares
of Stock.
AMI
AMI has the shared power to vote or to direct the
vote and the sole power to dispose or direct the disposition of 2,092,500 shares
of Stock.
Carlos Luis Landin
Because he beneficially owns 100% of the capital
stock of LWH, Carlos Luis Landin has the shared power to vote or to direct the
vote and the sole power to dispose or direct the disposition of 3,580,500 shares
of Stock.
Jean Chauveau
Because he beneficially owns 100% of the capital
stock of AMI, Jean Chauveau has the shared power to vote or to direct the vote
and the sole power to dispose or direct the disposition of 2,092,500 shares of
the Stock.
Stockholders' Agreement
SIMA, LWH, AMI and the Company are parties to a
Stockholders' Agreement dated February 25, 1997 (the "Stockholders' Agreement").
Pursuant to the Stockholders' Agreement, SIMA, LWH and AMI have agreed to vote
all of the shares of Common Stock beneficially owned by them unanimously as a
block in accordance with the instructions of the holders of a majority of the
shares held by SIMA, LWH and AMI. In addition, the Company has agreed to
nominate a number of persons for election as directors who are designated by the
holders of a majority of the shares held by SIMA, LWH and AMI. The exact number
of designated nominees is based on the percentage of the Company's outstanding
<PAGE>
CUSIP NO. 84741Y 10 3 Page 11 of 30 pages
Common Stock held by SIMA, LWH and AMI. A copy of the Stockholders' Agreement is
attached as Exhibit B hereto.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF
MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING [ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
No person other than the Reporting Persons has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of the Stock owned by them.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
This Schedule 13G Statement is not being filed by a parent
holding company.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
This Schedule 13G Statement is being filed on behalf of each
of the Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(f)(1). The
identity of each of the Reporting Persons is set forth in Item 2(a) hereof. The
agreement required by Rule 13d-1(f)(1)(iii) is attached hereto as Exhibit A.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10 CERTIFICATION
Not applicable.
<PAGE>
CUSIP NO. 84741Y 10 3 Page 12 of 30 pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: February 12, 1998
SOCIETE INDUSTRIELLE
DE MATERIAUX AVANCES
By:/s/ Edouard Duval
--------------------
Name: Edouard Duval
Title: Directeur General
LWH HOLDING S.A.
By:/s/ Marie-Therese Gorges
----------------------------
Name: Marie-Therese Gorges
Title: Director
ADVANCED MATERIALS
INVESTMENTS HOLDING S.A.
By:/s/ Guy Harles /s/ Claude Kremer
-------------------------------------
Name: Guy Harles Claude Kremer
Title: Director Director
/s/ Carlos Luis Landin
-----------------------
Carlos Luis Landin
/s/ Jean Chauveau
------------------
Jean Chauveau
<PAGE>
CUSIP NO. 84741Y 10 3 Page 13 of 30 pages
EXHIBIT INDEX
Exhibit Name Page
- ------- ---- ----
A Agreement pursuant to 14
Rule 13d-1(f)(1)(iii) and
Power of Attorney
B Stockholders' Agreement 16
CUSIP NO. 84741Y 10 3 Page 14 of 30 pages
EXHIBIT A
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of them in the
capacities set forth hereinbelow.
Each of the undersigned hereby constitutes and appoints
Edouard Duval its or his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities (until revoked in
writing), to sign any and all amendments to this Schedule 13G, and any other
report on Schedule 13G or Schedule 13D relating to the ownership of common
stock, par value $.01 per share, of Special Metals Corporation by the
undersigned and to file the same with the United States Securities and Exchange
Commission, granting said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: February 12, 1998
SOCIETE INDUSTRIELLE
DE MATERIAUX AVANCES
By:/s/ Edouard Duval
-----------------------------
Name: Edouard Duval
Title: Directeur General
LWH HOLDING S.A.
By:/s/ Marie-Therese Gorges
-----------------------------
Name: Marie-Therese Gorges
Title: Director
<PAGE>
CUSIP NO. 84741Y 10 3 Page 15 of 30 pages
ADVANCED MATERIALS
INVESTMENTS HOLDING S.A.
By: /s/ Guy Harles /s/ Claude Kremer
---------------------------------------
Name: Guy Harles Claude Kremer
Title: Director Director
/s/ Carlos Luis Landin
-----------------------
Carlos Luis Landin
/s/ Jean Chauveau
------------------
Jean Chauveau
CUSIP NO. 84741Y 10 3 Page 16 of 30 pages
Exhibit B
STOCKHOLDERS' AGREEMENT
-----------------------
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, dated as of
February 25, 1997, among Special Metals Corporation, a Delaware corporation (the
"Corporation"), Societe Industrielle de Materiaux Avances, a societe anonyme
organized under the laws of the Republic of France ("SIMA"), Advanced Materials
Investments Holding S.A., a Luxembourg corporation ("AMI"), and LWH Holding
S.A., a Luxembourg corporation ("LWH" and, together with SIMA and AMI, the
"Stockholders").
WHEREAS, in order to provide for the continuity and stability
of the Corporation, the Stockholders and Special Metals and Technologies
Corporation ("SMTC") entered into a Stockholders' Agreement, dated as of January
15, 1990, to set forth the commercial relationship among them;
WHEREAS, the parties have determined that the Corporation will
make an initial public offering of its Common Stock (the "IPO") and in
connection with the IPO, prior thereto, SMTC will merge into the Corporation
(the "Merger") and the shares of common stock of SMTC owned by the Stockholders
will be automatically converted into shares of Common Stock of the Corporation;
WHEREAS, the Corporation and the Stockholders desire to amend
and restate the Stockholders' Agreement in order to facilitate the IPO and to
revise the provisions relating to the transfer and voting of shares of Common
Stock to be owned by the Stockholders following the Merger.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto hereby agree as follows:
SECTION 5. Representations and Warranties; Consent.
(a) Each of the parties hereto represents and warrants to, and
agrees with, the other parties as follows:
(i) Such party is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation, with full corporate power and authority to execute and deliver
this Agreement and perform its obligations hereunder. The execution, delivery
and performance of this Agreement have been duly authorized by all necessary
action of such party and this Agreement constitutes a valid and binding
obligation of such party, enforceable against it.
<PAGE>
CUSIP NO. 84741Y 10 3 Page 17 of 30 pages
(ii) If a Stockholder, such party beneficially owns the
number of shares of common stock of SMTC set forth in Schedule A hereto.
(iii) The execution and delivery of this Agreement will not
(a) violate any provision of the certificate of incorporation or by-laws (or
other governing instrument) of such party, (b) violate, or be in conflict with,
or constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or excuse performance by any person or
entity of any or of its obligations under, or cause the acceleration of the
maturity of any debt or obligation pursuant to, or result in the creation or
imposition of any encumbrance upon any property or assets of such party under,
any agreement or commitment to which such party is a party or by which any of
its properties or assets is bound, or to which any of the properties or assets
of such party is subject, or (c) violate any statute or law or any judgment,
decree, order, regulation or rule of any court or other governmental body
applicable to such party. No consent, approval or authorization of, or
declaration, filing or registration with, any governmental body is required in
connection with the execution, delivery and performance by such party of this
Agreement. No consent of any person or entity is necessary to the execution,
delivery and performance by such party of this Agreement.
(b) Each Stockholder hereby consents to the merger of SMTC
with and into Special Metals Corporation pursuant to which each outstanding
share of common stock of SMTC will be automatically converted into 12,400 shares
of Common Stock of the Corporation and to the sale by the Corporation and
certain Stockholders of shares of Common Stock in the IPO and the other related
transactions all as described in the Corporation's Registration Statement on
Form S-1 (File No. 333-18499), as amended to the date hereof.
SECTION 6. Definitions.
Unless the context otherwise requires:
Affiliate, with respect to a person or entity, means a person
or entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such person or
entity. For the purpose of this definition, "control" (including, with
correlative meaning, the terms "controlled by" and "under common control with"),
as used with respect to any person or entity, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such person or entity, whether through the ownership
of voting securities or by contract or otherwise.
AMI shall have the meaning set forth in the first paragraph of
this Agreement.
AMI Stockholder means AMI and each Stockholder that acquired
shares of Stock either directly or indirectly from AMI pursuant to Section
3(a)(i) or (ii).
<PAGE>
CUSIP NO. 84741Y 10 3 Page 18 of 30 pages
Base Rate means, for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the
CLNY Base Rate in effect on such day and (b) the Federal Funds Effective Rate in
effect on such day plus 1/4 of 1%. Any change in the Base Rate due to a change
in the CLNY Base Rate or the Federal Funds Effective Rate shall be effective as
of the opening of business on the effective day of such change in the CLNY Base
Rate or the Federal Funds Effective Rate, as the case may be.
CLNY Base Rate means the rate of interest per annum
established by Credit Lyonnais, New York branch, from time to time as a
reference rate for short-term commercial loans in U.S. dollars to U.S. domestic
corporate borrowers.
Common Stock means Common Stock, par value $0.01 per share, of
the Corporation and each other class of Voting Shares of the Corporation. If
there is more than one outstanding class of Common Stock, references to
percentages of Common Stock in this Agreement refer to (and mean) the specified
percentage of each class of Common Stock.
Corporate Transaction shall have the meaning set forth in
Section 3(a)(iv).
Corporation shall have the meaning set forth in the first
paragraph of this Agreement.
Fair Market Price means, with respect to any class of Stock as
of any date of calculation, the per share price of such Stock equal to the
average (based on the 20 trading day period immediately prior to the date of
calculation) of (i) the closing prices of such class of Stock on the principal
national securities exchange on which such Stock is listed at the time (or if
there have been no sales on such exchange on any day during the period of
calculation, the average of the highest bid and lowest asked prices on such
exchange at the end of such day), or (ii) if the class of Stock is not listed on
a national securities exchange during the period of calculation, the sales
prices of such class of Stock as reported on the NASDAQ National Market as of
4:00 p.m., New York time, on each day during the period of calculation (or if
there is no reported sales price of such Stock on the NASDAQ National Market on
any day during the period of calculation, the average of the representative bid
and asked prices quoted on the NASDAQ National Market as of 4:00 p.m., New York
time, on such day), or (iii) if such Stock is not reported on the NASDAQ
National Market during the period of calculation, the averages of the
representative bid and asked prices quoted in the NASDAQ System as of 4:00 p.m.,
New York time, on each day during the period of calculation, or (iv) if the
class of Stock is not quoted on the NASDAQ System, the averages of the highest
bid and lowest asked prices on each day during the period of calculation in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated or any similar successor organization. If any class of Stock is not
listed on any national securities exchange or quoted on the NASDAQ National
Market, in the NASDAQ System or in the over-the-counter market, the Fair Market
Price per share of such Stock shall be determined by a nationally recognized,
independent investment bank or other appraiser (an "Independent Expert")
selected by the Board of Directors of the
<PAGE>
CUSIP NO. 84741Y 10 3 Page 19 of 30 pages
Corporation. The selection of the Independent Expert and the calculation of the
Fair Market Price shall be final and binding on all parties to this Agreement.
The Independent Expert shall determine the Fair Market Price per share of the
Stock within 20 days of its selection. The fees and expenses of the Independent
Expert shall be borne equally by (i) the Selling Stockholders, on the one hand,
and any Stockholders exercising their options, on the other hand, in the case of
a proposed sale of Stock under Section 4(a) or (ii) AMI and SIMA in the case of
a proposed sale of Stock under Section 4(d).
Federal Funds Effective Rate means the overnight cost of funds
of Credit Lyonnais, New York branch, as determined solely by Credit Lyonnais,
New York branch.
IPO shall have the meaning set forth in the third paragraph of
this Agreement.
LWH shall have the meaning set forth in the first paragraph of
this Agreement.
LWH Stockholder means LWH and each Stockholder that acquired
shares of Stock either directly or indirectly from LWH pursuant to Section
3(a)(i) or (ii).
Majority Stockholders means the Stockholders who hold at least
a majority of all shares of Common Stock held by all the Stockholders.
Notice of Acceptance shall have the meaning set forth in
Section 4(a).
Notice of Sale shall have the meaning set forth in Section
4(a).
Permitted Transferee means a person to whom Stock is
transferred by a Stockholder in accordance with Section 3(a)(i) or (ii).
Purchase Price shall have the meaning set forth in Section
4(a).
Securities Act means the Securities Act of 1933, as amended,
or any superseding Federal statute, and the rules and regulations promulgated
thereunder.
Selling Stockholder shall have the meaning set forth in
Section 4(a).
SIMA shall have the meaning set forth in the first paragraph
of this Agreement.
SIMA Stockholder means SIMA and each Stockholder that acquired
shares of Stock either directly or indirectly from SIMA pursuant to Section
3(a)(i) or (ii).
Stock means shares of Common Stock and shares of each other
class of capital stock of the Corporation.
<PAGE>
CUSIP NO. 84741Y 10 3 Page 20 of 30 pages
Stockholders shall have the meaning set forth in the first
paragraph of this Agreement and shall include any Permitted Transferees.
Transfer, as to any Stock, means to sell, or in any other way,
directly or indirectly, transfer, assign, distribute, encumber or otherwise
dispose of, either voluntarily or involuntarily, such Stock or any interest
therein.
Voting Shares of any corporation or entity means securities of
any class or classes (however designated) having ordinary voting power for the
election of at least a majority of the members of the Board of Directors (or
other governing body) of such corporation or entity, other than securities
having such power only by reason of the happening of a contingency which has not
occurred.
SECTION 7. Limitations on Transfers of Stock - General.
(a) Each Stockholder hereby agrees that it shall not at any
time Transfer any Stock except:
(i) in accordance with Section 4;
(ii) by Transfer to an Affiliate of such Stockholder;
(iii) by Transfer to another Stockholder;
(iv) by Transfer (A) in accordance with Rule 144 (or any
successor provision) promulgated under the Securities Act or (B) in a public
offering pursuant to an effective registration statement under the Securities
Act as a result of which no person who is not a party to this Agreement obtains
more than 10% of the Common Stock on a fully diluted basis;
(v) by Transfer in a tender offer, exchange offer or any
reorganization, recapitalization, reclassification, share combination, share
subdivision, share dividend, merger, consolidation or similar events or
transactions (each a "Corporate Transaction") if (A) the Board of Directors of
the Corporation shall have approved such tender offer, exchange offer or
Corporate Transaction or (B) the Majority Stockholders shall have approved such
tender offer, exchange offer or Corporate Transaction and notified the other
Stockholders of their approval in writing; or
(vi) in a bona fide pledge to bank or other financial
institution (each a "Lender"); provided that no Lender may foreclose upon or
otherwise acquire any Stock pledged to it unless it complies with the provisions
of this Agreement applicable to a Permitted Transferee acquiring the pledged
Stock (including, without limitation, becoming a party to this Agreement in
accordance with Section 3(b)).
(b) Each Permitted Transferee of a Stockholder shall be
deemed, upon Transfer to him or it of shares of Stock, a Stockholder for all
purposes of this Agreement (and shall be subject to the same restrictions or
benefits under this Agreement
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CUSIP NO. 84741Y 10 3 Page 21 of 30 pages
applicable to the Stockholder who transferred Stock to him or it) and, prior to
the Transfer of shares of Stock to him or it, shall execute and deliver to the
Stockholders and the Corporation a counterpart of this Agreement in form and
substance reasonably satisfactory to the Company.
(c) At least 20 days prior to any Transfer pursuant to Section
3(a)(iv), the transferring Stockholder shall deliver a written notice to the
other Stockholders stating the number and type of shares of Stock to be sold,
the manner of sale and the types and aggregate number of shares of Stock
previously sold and proposed to be sold by it and its Permitted Transferees
under Section 3(a)(iv).
(d) Any purported Transfer in violation of the provisions
hereof shall be void.
SECTION 8. Procedures on Sales of Stock to Third Parties.
Except as otherwise expressly provided in Section 3, each
Stockholder hereby agrees that it shall not Transfer any Stock except in
accordance with the following procedure:
(a)(i) No Stock may be sold pursuant to this Section 4 unless
the sale is pursuant to a bona fide written offer to purchase for cash and
follows compliance with this Section 4. If a Stockholder or Stockholders (a
"Selling Stockholder") receives a bona fide written offer from a financially
responsible person or entity to purchase for cash, such Stockholder or
Stockholders shall deliver to the other Stockholders a notice (the "Notice of
Sale") stating the name of the person or legal entity to whom the sale is
proposed to be made, the purchase price per share (the "Purchase Price") and the
other terms at which such sale is proposed to be made, which Notice of Sale
shall be accompanied by a copy of the bona fide offer.
(ii) Upon receipt of a Notice of Sale from a Selling
Stockholder who is either (a) a SIMA Stockholder or (b) a LWH Stockholder, (x)
the recipient LWH Stockholder or Stockholders (or any person or persons
designated by such recipient LWH Stockholder or Stockholders), if the Selling
Stockholder is a SIMA Stockholder, or (y) the recipient SIMA Stockholder or
Stockholders (or any person or persons designated by such recipient SIMA
Stockholder or Stockholders), if the Selling Stockholder is a LWH Stockholder,
shall have the right and option, for a period of 60 days after receipt of such
notice, to purchase all of the shares of Stock referred to in the Notice of Sale
and, if such option is not exercised within such 60 day period, the recipient
AMI Stockholder or Stockholders (or any person or persons designated by such
recipient AMI Stockholder or Stockholders) shall have the right and option, for
a period of 75 days after receipt of the Notice of Sale, to purchase all of the
shares of Stock referred to in the Notice of Sale, in each case at the terms
stated in such Notice (except that the purchase price per share shall be the
lesser of (i) the Purchase Price or (ii) the Fair Market Price calculated as of
the date of the Notice of Acceptance (as defined below). Such acceptance shall
be made by delivering to the Selling Stockholder, the other Stockholders and the
Corporation, within said 60-day or 75-day period, a written notice
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CUSIP NO. 84741Y 10 3 Page 22 of 30 pages
to such effect (the "Notice of Acceptance"). If more than one Stockholder (or
designee) elects to purchase the Stock referred to in the Notice of Sale, the
right to purchase the Stock shall be allocated among them pro rata in accordance
with the respective ownership of shares of Common Stock of such Stockholders or,
in the case of a designee, of its designating Stockholder.
(iii) Upon receipt of a Notice of Sale from a Selling
Stockholder who is a AMI Stockholder, the recipient SIMA Stockholder or
Stockholders and LWH Stockholder or stockholders (or any person or persons
designated by such recipient holder or holders) shall have the right and option,
for a period of 60 days after receipt of such notice, to purchase all of the
shares of Stock referred to in the Notice of Sale at the terms stated in such
Notice (except that the purchase price per share shall be the lesser of (i) the
Purchase Price and (ii) the Fair Market Price calculated as of the date of the
Notice of Acceptance. Such acceptance shall be made by delivering to the Selling
Stockholder, the other Stockholders and the Corporation, within said 60-day
period, a Notice of Acceptance. If more than one Stockholder (or designee)
elects to purchase the Stock referred to in the Notice of Sale, the right to
purchase the Stock shall be allocated among them pro rata in accordance with the
respective ownership of shares of Common Stock of such Stockholders or, in the
case of a designee, of its designating Stockholder.
(b) Sales of Stock pursuant to Section 4(a) or 4(d) shall be
made at the offices of the Corporation on a mutually satisfactory business day
within 30 days after the later of (i) (A) the expiration of the period for
giving the Notice of Acceptance referred to in Section 4(a) or (B) the giving of
notice by SIMA referred to in Section 4(d) or (ii) the date on which the
Stockholders shall have received all requisite regulatory or third party
approvals and consents to necessary consummate the proposed sale of Stock under
Section 4(a) or 4(d). Delivery of certificates or other instruments evidencing
such Stock, duly endorsed for transfer, shall be made on such date against
payment of the purchase price therefor due at the closing. Each of the
Stockholders and the Corporation shall use their best efforts to execute and
deliver such documents and take such actions as may be reasonably requested in
order to consummate any sale of Stock pursuant to Section 4(a) or 4(d),
including, without limitation, obtaining any regulatory approvals or consents or
third party consents necessary to consummate any such sale.
(c) If a Notice of Acceptance shall not be received pursuant
to Section 4(a) with respect to all of the shares of Stock referred to in the
Notice of Sale, then the Stockholder giving the Notice of Sale may sell all (but
not part) of the shares of Stock referred to in the Notice of Sale on the terms
stated in the Notice of Sale, at any time within 90 days after the expiration of
the time period for giving the Notice of Acceptance referred to in Section 4(a).
In the event all of such shares are not sold during such period, the right of
the Stockholder giving the Notice of Sale to sell such Stock shall expire and
the obligations of this Section 4 shall be reinstated.
(d) If any person or entity (other than a person or entity
which is an Affiliate of AMI as of the date hereof) acquires a majority of the
Voting Shares of AMI or acquires a majority of the equity securities of AMI,
then AMI shall, as promptly as
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CUSIP NO. 84741Y 10 3 Page 23 of 30 pages
practicable after the occurrence of such event, notify SIMA. SIMA shall have the
right, exercisable by written notice to AMI within 60 days after receipt of
AMI's notice, to purchase all shares of Stock owned by AMI for a price per share
equal to the highest of (x) the per share price paid for such shares by AMI and
(y) the Fair Market Price calculated as of the date of the written notice
delivered by SIMA to exercise its right to purchase the Stock owned by AMI.
Fifty percent of the purchase price for AMI's Stock shall be paid at the closing
in accordance with Section 4(b) and the remainder, together with interest at the
average of the Base Rate during such installment period, shall be paid in six
equal quarterly installments commencing 90 days after the closing.
SECTION 9. Voting.
The Stockholders agree that all shares of Stock now
beneficially owned or hereafter acquired by the Stockholders shall be voted
unanimously as a unit, whether for the election of directors or for any other
matter submitted to a vote of stockholders of the Corporation, in accordance
with the instructions of the Majority Stockholders. The Majority Stockholders
shall deliver a written notice to all Stockholders at least 20 days prior to any
election setting forth the Majority Stockholders' voting instructions.
SECTION 10. Board Representation.
(a) At each election for directors of the Corporation, whether
at a stockholders meeting, by written action by the stockholders of the
Corporation or by an action taken by the Board of Directors of the Corporation,
the Stockholders shall be entitled to nominate to the Corporation's Board of
Directors, a number of directors, which, when added to the continuing directors
on the Corporation's Board of Directors who were previously designated by the
Stockholders pursuant to this Section 6(a) and Section 6(b), is equal to the
Stockholder Percentage multiplied by the total number of members of the Board of
Directors of the Corporation (rounded up to the nearest whole number) (the
"Stockholder Designees"). The "Stockholder Percentage" shall be determined in
the following manner:
Percentage of Outstanding Common
Stock Held by the Stockholders Stockholder Percentage
- ------------------------------------ ----------------------
35% or more 56%
27% or more but less than 35% 42%
19% or more but less than 27% 28%
10% or more but less than 19% 14%
less than 10% 0%
The Corporation shall cause the Stockholder Designees (unless, after customary
investigation of any Stockholder Designee's qualifications, the Board of
Directors of the
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CUSIP NO. 84741Y 10 3 Page 24 of 30 pages
Corporation reasonably determines in good faith that such person is not
qualified or acceptable under standards applied fairly and equally to all
nominees, in which event the Stockholders shall designate another person that
meets the foregoing standards) to be included in the slate of nominees
recommended by the Board of Directors of the Corporation or the nominating
committee of the Board of Directors to the Corporation's stockholders for
election as directors, and the Corporation shall use its best efforts to cause
the election of the Stockholder Designees in such stockholder elections,
including voting all shares for which the Corporation holds proxies (unless
otherwise directed by the stockholder submitting such proxy) or is otherwise
entitled to vote, in favor of the election of the Stockholder Designees.
(b) In the event any Stockholder Designee shall cease to serve
as a director by reason of the death, removal or resignation of such Stockholder
Designee (other than as a result of a reduction of the number of Stockholder
Designees entitled to be members of the Board of Directors), the remaining
directors of the Corporation, subject to their fiduciary duties, shall meet
within 20 days and cause the resulting vacancy to be filled by another
Stockholder Designee. If the size of the Board of Directors of the Corporation
is increased, then the directors of the Corporation, subject to their fiduciary
duties, shall meet within 20 days and cause any vacancies to be filled with an
appropriate number of Stockholder Designees as determined pursuant to Section
6(a).
(c) The Corporation shall notify the stockholders of any
election for directors of the Corporation at least 75 days (20 days if directors
are to be elected by the Board of Directors) prior to the election. The Majority
Stockholders may designate the Stockholder Designees by delivering a written
notice to the Corporation within 30 days (10 days if directors are to be elected
by the Board of Directors) after receipt of the notice referred to in the
preceding sentence. The initial Stockholder Designees are listed on Schedule B.
If the Majority Stockholders fail to deliver the written notice specifying the
Stockholder Designees, the Board of Directors of the Corporation (or its
nominating committee) may nominate or elect any persons to the Board of
Directors of the Corporation without regard to this Section 6.
SECTION 11. Additional Shares of Stock.
In the event additional shares of Stock are issued by the
Corporation to a Stockholder or otherwise purchased or acquired by a Stockholder
at any time during the term of this Agreement, either directly or upon the
exercise or exchange of securities of the Corporation exercisable for or
exchangeable into shares of Stock, such additional shares of Stock shall become
subject to the terms and provisions of this Agreement.
SECTION 12. Legend on Stock Certificates.
Each certificate representing shares of Stock subject to this
Agreement shall bear the following legend:
<PAGE>
CUSIP NO. 84741Y 10 3 Page 25 of 30 pages
"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF
THE HOLDER OF SUCH SECURITIES ARE SUBJECT TO THE TERMS AND
CONDITIONS OF AN AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT,
DATED AS OF FEBRUARY 25, 1997, AMONG THE CORPORATION AND
CERTAIN HOLDERS OF OUTSTANDING CAPITAL STOCK OF THE
CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO
COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE CORPORATION."
SECTION 13. Duration of Agreement.
The rights and obligations of each Stockholder under this
Agreement shall terminate as to such Stockholder when it has transferred all
Stock owned by it in accordance with this Agreement. Subject to the foregoing,
all rights and obligations of all parties under this Agreement shall terminate
on the date on which all Stockholders cease, in the aggregate, to own 10% or
more of the outstanding Common Stock.
SECTION 14. Hiring of Employees.
Except as expressly contemplated hereby, no party hereto shall
hire, employ or engage the services of, nor offer to pay any commission,
compensation or any other form of incentive to, any employee of any party for
any purpose whatsoever, without the express prior consent of such other party.
SECTION 15. Severability; Governing Law.
If any provision of this Agreement shall be determined to be
illegal and unenforceable by any court of law, the remaining provisions shall be
severable and enforceable in accordance with their terms. This Agreement shall
be governed by, and construed in accordance with, the laws of the State of New
York, regardless of the laws that might otherwise govern under applicable
principles of conflict of laws thereof; provided, however, that the laws of the
State of Delaware shall govern the relative rights, obligations, powers, duties
and other internal affairs of the Corporation.
SECTION 16. Benefit of Agreement.
This Agreement shall be binding upon and inure to the benefit
of the parties and their respective successors and assigns.
SECTION 17. Notices.
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CUSIP NO. 84741Y 10 3 Page 26 of 30 pages
All notices and other communications under this Agreement
shall be in writing and shall be considered given when delivered personally, or
by prepaid cable, telex or telecopy, confirmed by a registered or certified
airmail letter, postage prepaid, addressed to the parties at the following
addresses (or at such other address as a party may specify by notice hereunder):
If to AMI, to it at:
3A Rue Guillaume Kroll
L-1882 Luxembourg
Telecopy: 352-47-18-80
If to SIMA, to it at:
41, Rue de Villiers, BP 120
92202 Neuilly Sur Seine Cedex
France
Telecopy: (1) 47576939
If to LWH, to it at:
Boulevard Royal 3
L-2449 Luxembourg
Telecopy: 352-47-12-55
If to the Corporation, to it at:
Middle Settlement Road
New Hartford, New York 13413
Telecopy: (315) 798-2001
SECTION 18. Modification.
Except as otherwise provided herein, neither this Agreement
nor any provision hereof can be modified, changed, discharged or terminated
except by an instrument in writing signed by all the parties hereto. All waivers
must be in writing.
SECTION 19. Captions.
The captions herein are inserted for convenience only and
shall not define, limit, extend or describe the scope of this Agreement or
affect the construction hereof.
SECTION 20. Nouns and Pronouns.
Whenever the context may require, any pronouns used herein
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of names and pronouns shall include the plural and vice versa.
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CUSIP NO. 84741Y 10 3 Page 27 of 30 pages
SECTION 21. Survival; Merger Provision.
This Agreement constitutes the entire agreement among the
parties pertaining to the subject matter hereof and supersedes all prior and
contemporaneous arrangements and understandings of the parties in connection
therewith.
SECTION 22. Counterparts.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same instrument. This Agreement shall become
effective and binding upon each party hereto upon the execution and delivery of
a counterpart hereof by such party.
SECTION 23. Jurisdiction.
All disputes arising in connection with this Agreement and all
agreements entered into pursuant to this Agreement shall be finally settled
under the Rules of Conciliation and Arbitration of the International Chamber of
Commerce by three arbitrators appointed in accordance with said Rules. The
arbitrators shall be attorneys or judges of high repute. The place of
arbitration shall be Brussels, Belgium. The proceedings shall be conducted in
the English language. The expenses of the arbitration shall be borne between the
parties as determined by the arbitrators; each of the parties, however, shall
bear the expenses of its own legal counsel. This Agreement shall be enforceable
and judgment upon any award rendered by the arbitrators may be entered in any
court of competent jurisdiction.
[Intentionally Left Blank]
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CUSIP NO. 84741Y 10 3 Page 28 of 30 pages
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written.
SPECIAL METALS CORPORATION
By: /s/ Donald R. Muzyka
-------------------------
Name: Donald R. Muzyka
Title: President and Chief Executive Officer
SOCIETE INDUSTRIELLE DE MATERIAUX
AVANCES
By: /s/ Edouard Duval
----------------------
Name: Edouard Duval
Title: Directeur General
ADVANCED MATERIALS INVESTMENTS
HOLDING S.A.
By:/s/Guy Harles /s/Claude Kremer /s/Paul Mousel
------------------------------------------------
Name: Guy Harles/Claude Kremer/Paul Mousel
Title: Director / Director / Director
LWH HOLDING S.A.
By: /s/ Marie-Therese Gorges
-----------------------------
Name: Marie-Therese Gorges
Title: Director
<PAGE>
CUSIP NO. 84741Y 10 3 Page 29 of 30 pages
SCHEDULE A
Number of shares of SMTC common
Stockholder Name stock beneficially owned
- ---------------- -------------------------------
Societe Industrielle de Materiaux 480
Avances
LWH Holding S.A. 320
Advanced Materials Investments Holding 200
S.A.
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CUSIP NO. 84741Y 10 3 Page 30 of 30 pages
SCHEDULE B
Edouard Duval
Antoine G. Treuille
Robert D. Halverstadt
Donald R. Muzyka
