SPECIAL METALS CORP
8-K, 1999-01-15
STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 13, 1999

                           SPECIAL METALS CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Delaware               000-22029                 25-1445468
    ----------------         -------------     ----------------------------
    (State or other           (Commission      (IRS Employer Identification
     jurisdiction of          File Number)                Number)
     incorporation)

                           4317 Middle Settlement Road
                          New Hartford, New York 13413
                    ----------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (315) 798-2900
<PAGE>

Item 5.  Other Events

         On January 13, 1999, the Registrant issued a press release regarding
the resignation of Francis J. Petro, from his positions as President of the
Registrant's Inco Alloys International business unit and as a member of the
Registrant's Board of Directors.

         A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. The press release includes "safe harbor"
language, pursuant to the Private Securities Litigation Reform Act of 1995,
indicating that certain statements about the Registrant's business contained in
the press release are matters that are not historical facts and are "forward-
looking," involving risks and uncertainties, including, but not limited to, the
factors referred to in the press release.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

The following is an exhibit to this Report:

         Exhibit 99.1      Press Release dated January 13, 1999.


                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                             SPECIAL METALS CORPORATION


                                             By:    /s/ Donald R. Muzyka
                                                    --------------------
                                             Name:  Donald R. Muzyka
                                             Title: President and Chief
                                                    Executive Officer

Dated: January 15, 1999
<PAGE>

                                  EXHIBIT INDEX

                           SPECIAL METALS CORPORATION

                           Current Report on Form 8-K


              Exhibit No.       Description
              -----------       -----------
              Exhibit 99.1      Press Release dated January 13, 1999.


                                                                    EXHIBIT 99.1

                     [Special Metals Corporation Letterhead]


                                  Contacts: Donald C. Darling
                                            Vice President Administration &
                                            Chief Financial Officer
                                            Special Metals Corporation
                                            (315) 798-2058

                                            Charles S. Freer
                                            Vice President and Director of
                                            Investor Relations & Strategic
                                            Planning
                                            (315) 798-2031

                  Special Metals Announces Management Change At
                            Inco Alloys International

         NEW HARTFORD, N.Y. -- January 13, 1999 -- Special Metals Corporation
(NASDAQ: SMCX) reported today that Francis J. Petro, President of its Inco
Alloys International (IAI) business unit has resigned effective immediately to
pursue other opportunities. Petro has also resigned as a member of the Special
Metals Corporation board.

         In addition to his other duties, Special Metals President and Chief
Executive Officer Donald R. Muzyka will assume responsibility for day-to-day
management of IAI until a decision is made on replacing Petro. Operation of the
facilities will continue under the various functional IAI executives who will
now report directly to Muzyka.

         Special Metals is the world's largest and most-diversified producer of
high-performance nickel-based alloys. Its specialty metals are used in some of
the world's most technically demanding industries and applications, including:
aerospace, power generation, chemical processing, oil exploration and
medical/dental devices. Through its New Hartford, N.Y. headquarters, 11 U.S. and
European production facilities and a global distribution network, Special Metals
supplies over 5,000 customers and every major world market for high-performance
nickel-based alloys.
<PAGE>

Special Metals Corporation
Page 2

         The statements in this release relating to matters that are not
historical facts are forward-looking statements that involve risks and
uncertainties, including, but not limited to, the duration of the strike at the
Huntington facility, the cyclicality of the aerospace industry, raw material
pricing, future global economic conditions, global productive capacity,
competitive products, the ability to integrate Inco Alloys International into
Special Metals Corporation to achieve the synergy savings and other risks and
uncertainties detailed in the Company's Securities and Exchange Commission
filings.

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