UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Amendment No. 1)
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 15,479,000 shares
outstanding, and ownership figures reported are as of December 31, 1998.
<PAGE>
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CUSIP NO. 84741Y 10 3 13G
- --------------------------------------------------------------------------------
1. Name of Reporting Person Societe 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
- --------------------------------------------------------------------------------
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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
- --------------------------------------------------------------------------------
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CUSIP NO. 84741Y 10 3 13G
- --------------------------------------------------------------------------------
1. Name of Reporting Person Carlos Luis 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
3,580,500
- --------------------------------------------------------------------------------
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 IN
- --------------------------------------------------------------------------------
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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
- --------------------------------------------------------------------------------
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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>
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This Amendment No.1 amends and restates in its entirety Item 4 of the Schedule
13G filed by the undersigned reporting persons on February 13, 1997 regarding
the Common Stock, par value $.01 per share (the "Stock"), of Special Metals
Corportion (the "Company").
ITEM 4 OWNERSHIP
As of December 31, 1998:
(A)-(B) AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS
SIMA
The aggregate number of shares of 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>
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(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 and Voting Agreement
SIMA, LWH, AMI (collectively, the "Stockholders") and the Company are
parties to a Stockholders' Agreement dated February 25, 1997 and amended by
Amendment No.1 thereto as of March 1, 1998 (as amended, the "Stockholders'
Agreement"). Pursuant to the Stockholders' Agreement, the Stockholders have
agreed to vote all of the shares of Stock beneficially owned by them unanimously
as a block for all matters submitted to the stockholders of the Company other
than the election of directors in accordance with the instructions of the
holders of a majority of the shares held by the Stockholders (the "Majority
Stockholders"). In the case of the election of directors of the Company, the
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Page 9 of 21 pages
Stockholders' Agreement provides that (a) as to that number of directors that
equal the maximum number of directors that is less than the 50% of directors
then in office (including directors that will be in office following such
election), the Stockholders will vote all of the shares of Stock beneficially
owned by them unanimously as a block in accordance with the instructions of the
Majority Stockholders; and (b) as to all other directors, the Stockholders will
vote all of the shares of Stock beneficially owned by them unanimously as a
block in accordance with the instructions of the SuperMajority Stockholders (as
defined below). If the SuperMajority Stockholders are unable to agree as to any
such vote, each Stockholder shall be entitled to vote its shares with respect to
such vote in its discretion. In addition, the Company has agreed to nominate for
election as directors those persons designated pursuant to the voting
arrangements described above. "SuperMajority Stockholders" means the
Stockholders who hold at least a number of shares of common stock equal to one
plus the number of shares of common stock beneficially owned by SIMA; provided
that if such shares do not equal 50% of the voting shares of the Corporation's
capital stock entitled to vote for directors, SuperMajority Stockholders shall
mean the Majority Stockholders.
On October 28, 1998 the Stockholders enetered into a Voting Agreement
(the "Voting Agreement") with TIMET Finance Management Company (the "Investor")
and Titanium Metals Corporation ("Timet"). Pursuant to the Voting Agreement, the
Stockholders have agreed to vote all of the Stock beneficially owned by them in
favor of (a) the issuance of shares of Stock upon conversion of the Company's
outstanding Series A Convertible Preferred Stock (the "Conversion Vote"), a
portion of which is held by the Investor, and (b) in favor of the election of
persons nominated as directors by the Investor in accordance with the Investment
Agreement among the Company, the Investor and Timet and, if applicable, the
Certificate of Designation for the Series A Convertible Preferred Stock.
A copy of Amendment No.1 to the Stockholders' Agreement is attached as
Exhibit A hereto and a copy of the Voting Agreement is Attached as Exhibit B
hereto.
<PAGE>
Page 10 of 21 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, 1999
SOCIETE INDUSTRIELLE
DE MATERIAUX AVANCES
By: /s/ Edouard Duval
---------------------
Name: Edouard Duval
Title: Directeur General
LWH HOLDING S.A.
*
---------------------
ADVANCED MATERIALS
INVESTMENTS HOLDING S.A.
*
---------------------
Carlos Luis Landin
*
---------------------
Jean Chauveau
*
---------------------
* By: /s/ Edourad Duval
- -----------------------
Edouard Duval
Attorney-in-fact
<PAGE>
Page 11 of 21 pages
EXHIBIT INDEX
Exhibit Name Page
- ------- ---- ----
A Amendment No. 1 to Stockholders'
Agreement 12
B Voting Agreement 16
Page 12 of 21 pages
EXHIBIT A
Amendment No. 1 to Stockholders' Agreement
------------------------------------------
Amendment No. 1, dated as of March 1, 1998 (this "Amendment") to the
Amended and Restated Stockholders' Agreement, dated as of February 25, 1997 (the
"Stockholders Agreement"), 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 SIMA and AMI,
the "Stockholders"). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed thereto in the Stockholders
Agreement.
WHEREAS the Corporation and the Stockholders desire to amend the
Stockholders Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Section 5 of the Stockholders Agreement is hereby amended and
restated to read in its entirety as follows:
(a) Section 5. Voting. The Stockholders agree that all Shares
of stock beneficially owned at such time by the Stockholders ("Relevant
Shares") shall be voted as follows:
(i) if such vote relates to any matter submitted to a
vote of the stockholders of the Corporation other than the
election of directors, all Relevant Shares shall be voted in
accordance with the instructions of the Majority Stockholders;
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Page 13 of 21 pages
(ii) if such vote relates to the election of
directors:
(A) as to that number of directors that equal the
maximum number of directors that is less than the 50% of
directors then in office (including directors that will be
in office following such election), all Relevant Shares
shall be voted in accordance with the instructions of the
Majority Stockholders; and
(B) as to all other directors, all Relevant Shares
shall be voted in accordance of the instructions of the
SuperMajority Stockholders (as defined below). If the
SuperMajority Stockholders are unable to agree as to any
such vote, each Stockholder shall be entitled to vote its
shares with respect to such vote in its discretion.
(b) In furtherance of the foregoing, so long as the total
number of directors and the number of directors in each of Class I, II
and III remain unchanged, the Majority Stockholders shall, pursuant to
clause (a)(ii)(A) of this Section 5 have the right to determine the
vote of all Shares with respect to one director in each of the three
Classes and the SuperMajority Stockholders shall, pursuant to clause
(a)(ii)(B) of this Section 5 have the right to determine the vote of
all Shares with respect to the other directors. If the total number of
directors or the number of directors in any Class is changed, the
parties shall negotiate appropriate changes to this clause (b) to
effectuate the provisions of clause (a)(ii) of Section 5.
(c) The Majority Stockholder or the SuperMajority Stockholders
as applicable, shall deliver a written notice to all Stockholders at
least five days prior to any election setting forth the Majority
Stockholder's or SuperMajority Stockholders' voting instructions.
(d) For purposes of this Section 5, SuperMajority Stockholders
shall mean the Stockholders who hold at least a number of shares of
common stock equal to one plus the number of shares of common stock
beneficially owned by SIMA; provided that if such Shares do not equal
50% of the voting shares of the Corporation's capital stock entitled to
vote for directors ("Voting Shares"), SuperMajority Stockholders shall
mean Majority Stockholders.
(e) At such time as the Stockholders no longer hold 50% of the
outstanding Voting Shares, all Shares shall be voted as a unit,
including with respect to the election of directors, in accordance with
Section 5.1(a)(i) above.
2. The parties hereby ratify and confirm that they continue to be bound
by the terms and provisions of the Stockholders Agreement. Except as expressly
modified hereby, all other terms and provisions of the Stockholders Agreement
shall
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Page 14 of 21 pages
continue in full force and effect, and the parties shall be entitled to all of
the applicable benefits thereof.
3. This Amendment 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 laws thereof.
4. This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which taken together shall constitute one and
the same instrument. This Amendment shall become effective and binding upon each
party hereto upon execution and delivery of the counterpart hereof by such
party.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year 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
<PAGE>
Page 15 of 21 pages
ADVANCED MATERIALS
INVESTMENTS HOLDING S.A.
By: /s/ Claude Kremer
---------------------
Name: Claude Kremer
Title: Director
By: /s/ Paul Mousel
-------------------
Name: Paul Mousel
Title: Director
By: /s/ Guy Harles
------------------
Name: Guy Harles
Title: Director
LWH HOLDING S.A.
By: /s/ Marie-Therese Gorges
----------------------------
Name: Marie-Therese Gorges
Title: Director
Page 16 of 21 pages
EXHIBIT B
VOTING AGREEMENT
VOTING AGREEMENT, dated as of October 28, 1998 (this "Agreement"),
among TIMET Finance Management Company, a Delaware corporation (the "Investor"),
Titanium Metals Corporation, a Delaware corporation ("TMC"), Societe
Industrielle de Materiaux Avances, a societe anonyme organized under the laws of
the Republic of France ("SIMA"), LWH Holding S.A., a Luxembourg corporation
("LWH"), and Advanced Materials Investments Holding S.A., a Luxembourg
corporation ("AMI" and together with SIMA and LWH, the "Stockholders");
WHEREAS, Special Metals Corporation, a Delaware corporation (the
"Company"), the Investor and TMC have entered into an Investment Agreement,
dated as of July 8, 1998, as amended on October 28, 1998 (as so amended, the
"Investment Agreement"), which provides for, among other things, the issuance
and sale by the Company to the Investor of 1,600,000 shares of its 6.625% Series
A Senior Convertible Preferred Stock, having a liquidation amount of $50.00 per
share (the "Preferred Securities");
WHEREAS, as of the date hereof, SIMA owns 5,952,000 shares of Common
Stock, par value $.01 per share, of the Company ("Common Stock"), LWH owns
3,580,000 shares of Common Stock and AMI owns 2,092,500 shares of Common Stock;
WHEREAS, as a condition to the willingness of the Investor and TMC to
enter into the Investment Agreement, the Investor and TMC have required that the
Stockholders agree, and in order to induce the Investor and TMC to enter into
the Investment Agreement, the Stockholders have agreed, to enter into this
Agreement with respect to all the shares of Common Stock now owned and which may
hereafter be acquired by the Stockholders (the "Shares").
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
ARTICLE I.
Section 1.01. Voting Agreement. Each of the Stockholders hereby agrees
that during the time this Agreement is in effect, at any meeting of the
stockholders of the Company, however called, and in any action by consent of the
stockholders of the Company, the Stockholder shall vote the Shares: (a) in favor
of the issuance of shares of the Company's Common Stock upon conversion of the
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Preferred Securities, upon the terms and conditions set forth in the Investment
Agreement and the Certificate of Designation (as such term is defined in the
Investment Agreement) (such vote is referred to herein as the "Conversion
Vote"), and (b) in favor of the election to the Board of Directors of the
Company of the Investor Nominees (as defined under the Investment Agreement)
selected by the Investor in accordance with Section 5 of the Investment
Agreement and, if applicable, Section 9(b)(iii) of the Certificate of
Designation. Each of the Stockholders acknowledges receipt and review of a copy
of the Investment Agreement and the Certificate of Designation.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each of the Stockholders hereby represents and warrants to each of the
Investor and TMC as follows:
Section 2.01. Authority Relative to This Agreement. The Stockholder has
all necessary power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by the
Stockholder and the consummation by the Stockholder of the transactions
contemplated hereby have been duly and validly authorized by the Stockholder,
and no other proceedings on the part of the Stockholder are necessary to
authorize this Agreement or to consummate such transactions.
Section 2.02. Enforceability. This Agreement has been duly authorized,
executed and delivered by the Stockholder and, assuming the due authorization,
execution an delivery by the Investor and TMC, constitutes a valid and binding
agreement of the Stockholder, enforceable against the Stockholder in accordance
with its terms.
Section 2.03. No Conflict. (a) The execution and delivery of this
Agreement by the Stockholder do not, and the performance of this Agreement by
the Stockholder shall not, (i) conflict with or violate the organizational
documents of the Stockholder, (ii) conflict with or violate any material law,
rule, regulation, order, judgment or decree applicable to the Stockholder or by
which the Shares are bound or affected or (iii) result in any breach of or
constitute a default (or an event that with notice or lapse or time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or encumbrance on any of the Shares pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Stockholder is a party or by which the
Stockholder or the Shares are bound or affected, except, in the case of clauses
(ii) and (iii), for any such conflicts, violations, breaches, defaults or other
occurrences which would not materially prevent or delay the performance by the
Stockholder of its obligations under this Agreement.
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(b) The execution and delivery of this Agreement by the
Stockholder do not, and the performance of this Agreement by the Stockholder
shall not, require any consent, approval, authorization or permit of, or filing
with or notification to, any governmental entity or agency except for applicable
requirements, if any, of the Securities Exchange Act of 1934, as amended, and
except where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not materially prevent
or delay the performance by the Stockholder of its obligations under this
Agreement.
Section 2.04. Title to the Shares. As of the date hereof, the
Stockholder is the record and beneficial owner of 5,952,000 shares of Common
Stock in the case of SIMA, 3,580,000 shares of Common Stock in the case of LWH,
and 2,092,500 shares of Common Stock in the case of AMI. Such Shares are all the
securities of the Company owned, either of record or beneficially, by the
Stockholder. The Stockholder has not appointed or granted any proxy, which
appointment or grant is still effective, with respect to the Shares, except to
the extent set forth in the Stockholders' Agreement, dated as of February 25,
1997, as amended, among the Company and the Stockholders (the "Stockholders'
Agreement").
ARTICLE III.
COVENANTS OF THE STOCKHOLDERS
Section 3.01. No Inconsistent Agreement. Each of the Stockholders
hereby covenants and agrees that, except as contemplated by this Agreement, the
Stockholders' Agreement and the Investment Agreement, the Stockholder shall not
enter into any voting agreement or grant a proxy or power of attorney with
respect to the Shares which is inconsistent with this Agreement or commit any
other act that could restrict or otherwise affect such Stockholders' legal
power, authority and right to vote all shares in accordance with this Agreement;
provided, however, that nothing in this Section 3.1 shall prevent the transfer,
sale, pledge or other disposition by any Stockholder of its Shares, subject to
the provisions of Section 3.2.
Section 3.02. Transfer of Title. Each of the Stockholders hereby
covenants and agrees that until such time as the Stockholder has satisfied its
obligations with respect to the Conversion Vote as provided under Section 1.1,
the Stockholder shall not transfer record or beneficial ownership of any of its
Shares unless (i) the transferee agrees in writing to be bound by the terms and
conditions of this Agreement, or (ii) immediately following such transfer the
Stockholders collectively own Shares representing in the aggregate at least 51%
of the voting power of the outstanding voting securities of the Company.
<PAGE>
Page 19 of 21 pages
ARTICLE IV.
MISCELLANEOUS
Section 4.01. Termination. This Agreement shall terminate upon the
earlier of (i) the termination of the Investment Agreement, or (ii) the first
day upon which the Investor, TMC or their subsidiaries are no longer entitled to
designate any Investor Nominee to the Board of Directors of the Company in
accordance with the Investment Agreement or, if applicable, the Certificate of
Designation.
Section 4.02. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
Section 4.03. Entire Agreement. This Agreement constitutes the entire
agreement among the Company and the Stockholders with respect to the subject
matter hereof and supersedes all prior agreements and understandings, both
written and oral, among the Company and the Stockholders with respect to the
subject matter hereof.
Section 4.04. Amendment. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto. All waivers must be in
writing.
Section 4.05. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereby shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by applicable law
in a mutually acceptable manner in order that the terms of this Agreement remain
as originally contemplated.
Section 4.06. Governing Law. 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 conflicts of
law; provided, however, that the laws of the State of Delaware shall govern the
relative rights, obligations, powers, duties and other internal affairs of the
Company.
Section 4.07. 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
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Page 20 of 21 pages
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.
Section 4.08. Benefit of Agreement. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors and
assigns.
Section 4.09. Notices. 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 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 AMI, to it at:
3A Rue Guillaume Kroll
L-1882 Luxembourg
Telecopy: 352-47-18-80
If to the Investor or TMC, to it at:
1999 Broadway, Suite 4300
Denver, Colorado 80202
Telecopy: (303) 291-2990
Section 4.10. 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.
<PAGE>
Page 21 of 21 pages
Section 4.11. 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.
IN WITNESS WHEREOF, the Stockholders, the Investor and TMC have caused
this Agreement to be duly executed on the date hereof.
TIMET FINANCE MANAGEMENT COMPANY
By: /s/ SUSAN E. ALDERTON
-------------------------
Name: Susan E. Alderton
Title: Treasurer
TITANIUM METALS CORPORATION
By: /s/ ROBERT E. MUSGRAVES
---------------------------
Name: Robert E. Musgraves
Title: Vice President, General Counsel and
Secretary
SOCIETE INDUSTRIELLE DE MATERIAUX
AVANCES
By: /s/ EDOUARD DUVAL
---------------------
Name: Edouard Duval
Title: Gerant
LWH HOLDING S.A.
By: /s/ CARLOS S. LANDIN
------------------------
Name: Carlos L. Landin
Title:
ADVANCED MATERIALS INVESTMENTS
HOLDING S.A.
By: /s/ JEAN CHAUVEAU
---------------------
Name: Jean Chauveau
Title:
