UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
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)
Michel Hémonnot
ERAMET SA
Tour Maine-Montparnasse
33, avenue du Maine
75015 Paris, France
011-331-45-38-42-42
--------------------------------------------------------------------------------
(Name and Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 21, 1999
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended ("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 of Common Stock, par value $0.01 per share (the
"Common Stock"), of Special Metals Corporation (the "Company") reported herein
is 11,636,900, which represents 75.2% of the outstanding shares of Common Stock.
All ownership percentages set forth herein are based on the number of shares of
Common Stock outstanding as of August 1, 2000 as contained in the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
--------------------------------------------------------------------------------
CUSIP NO.
84741Y 10 3 13D PAGE 2 OF 9 PAGES
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON ERAMET SA
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [x]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS WC, OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION France
--------------------------------------------------------------------------------
7. SOLE VOTING POWER 0
NUMBER OF
SHARES -------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 11,636,900*
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER 0
PERSON WITH
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,963,900
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 11,636,900*
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 75.2%*
ROW (11)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON HC, CO
--------------------------------------------------------------------------------
* Eramet SA disclaims beneficial ownership of the 3,580,500 shares of Common
Stock held by LWH Holding S.A. ("LWH") and the 2,092,500 shares of Common
Stock held by Advanced Material Investments Holding S.A. ("AMI"),
representing 5,673,000 shares of Common Stock, or 41.6% of the outstanding
shares of Common Stock. All ownership numbers for LWH and AMI are as
contained in the Company's Proxy Statement on Schedule 14A as filed with
the Securities and Exchange Commission on April 27, 2000.
-2-
Item 1. Security and Issuer
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock") of Special Metals Corporation, a Delaware corporation (the
"Company"). The principal executive office of the Company is 4317 Middle
Settlement Road, New Hartford, New York 13413.
Item 2. Identity and Background
(a) and (b)
ERAMET SA is a société anonyme organized under the laws of
France ("Eramet"), with its principal office and principal place of
business at Tour Maine-Montparnasse, 33, avenue du Maine, 75015 Paris,
France. Eramet is a French mining and metallurgical group.
SORAME SA (Société de recherches et d'applications
métallurgiques) is a société anonyme organized under the laws of France
("Sorame"), with its principal office and principal place of business
at 41, rue de Villiers, 92200 Neuilly sur Seine, France. Sorame is a
financial holding company, which currently owns 30.2% of Eramet's
capital stock.
CEIR SA (Compagnie d'études industrielles de Rouvray) is a
société anonyme organized under the laws of France ("Ceir"), with its
principal office and principal place of business at 41, rue de
Villiers, 92200 Neuilly sur Seine, France. Ceir is a financial holding
company, which currently owns 7.2% of Eramet's capital stock. To the
best of Eramet's knowledge, neither Sorame nor Ceir is controlled by
another person or entity.
COGEMA SA is a société anonyme organized under the laws of
France ("Cogema"), with its principal office and principal place of
business at 2, rue Paul Dautier, 78140 Velizi Villacoublay, France.
Cogema is an industrial group in the energy sector, which currently
owns 25.7% of Eramet's capital stock.
CEA-Industrie SA is a société anonyme organized under the laws
of France ("CEA-I"), with its principal office and principal place of
business at 33, rue de la Fédération, 75015 Paris, France. CEA-I, which
currently owns 74.7% of Cogema's capital stock, is a financial holding
subsidiary which in turn is controlled by the Commissariat à l'Energie
Atomique, the French governmental nuclear agency. (Ownership
information for CEA-I is as contained in Cogema's Annual Report for the
period ending December 31, 1999.)
Sorame, Ceir, Cogema and CEA-I are collectively referred to
herein as the "Covered Persons".
-3-
(c) Per Instruction C, the name, business address, and principal
occupation of each executive officer and director of Eramet and each of
the Covered Persons is set forth in Exhibit 1 hereto and incorporated
herein by reference.
(d) During the last five years, neither Eramet, nor, to the best
of its knowledge, any of its directors or executive officers has been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, neither Eramet, nor, to the best
of its knowledge, any of its executive officers or directors has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation
with respect to such laws, and which judgment, decree or final order
was not subsequently vacated.
(f) Eramet is organized under the laws of France. Each executive
officer and director of Eramet is a citizen of France, except for
Marcel Abeke who is a citizen of Gabon, George T. Lowy who is a citizen
of the United States, and Wilhelm Schneider who is a citizen of
Germany.
Sorame is organized under the laws of France. To the best of
Eramet's knowledge, each executive officer and director of Sorame is a
citizen of France, except for Hans Hermann Lettner who is a citizen of
Austria.
Ceir is organized under the laws of France. To the best of
Eramet's knowledge, each executive officer and director of Ceir is a
citizen of France.
Cogema is organized under the laws of France. To the best of
Eramet's knowledge, each executive officer and director of Cogema is a
citizen of France.
CEA-I is organized under the laws of France. To the best of
Eramet's knowledge, each executive officer and director of CEA-I is a
citizen of France.
Item 3. Source and Amount of Funds or Other Consideration
Eramet acquired 100% of the capital stock of Société Industrielle de
Matériaux Avancés, a société anonyme organized under the laws of France
("SIMA"), for strategic purposes on July 21, 1999 pursuant to the terms of a
share exchange agreement among Eramet, Sorame, Ceir and certain members of the
Duval family. The consideration paid by Eramet for the capital stock of SIMA
consisted of securities of Eramet and cash from available working capital. As a
result of Eramet's acquisition of SIMA, Eramet may be deemed for the purposes of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"), to
be the indirect beneficial owner of the 5,952,000 shares of Common
-4-
Stock held by SIMA. The portion of the consideration paid by Eramet for the
capital stock of SIMA which was attributable to the 5,952,000 shares of Common
Stock held by SIMA at the time of such acquisition is not determinable. During
August 2000, Eramet acquired an additional 11,900 shares of Common Stock through
open market purchases for investment purposes. The total amount of funds Eramet
used to acquire such shares of Common Stock was $41,700 from its available
working capital.
Item 4. Purpose of Transaction
(a) through (j)
Eramet acquired its direct beneficial interest in SIMA for
strategic purposes, and as a result of such acquisition, Eramet may be
deemed for the purposes of Rule 13d-3 under the Act to be the indirect
beneficial owner of the 5,952,000 shares of Common Stock held by SIMA.
Eramet acquired its direct beneficial interest in an additional 11,900
shares of Common Stock for investment purposes to increase its equity
position in the Company. Eramet may, from time to time, subject to
market or other conditions, acquire additional shares of Common Stock
(including in such amounts so that Eramet may obtain ownership,
directly and indirectly, of more than 50% of the Common Stock), dispose
of some or all of its shares of Common Stock, or consider the
possibility of such a plan or proposal, in amounts not yet determined.
Such acquisitions may be accomplished through open market purchases or
in privately negotiated transactions. There can be no assurance that
any such purchases will occur or, if they occur, the timing or extent
thereof. Except as set forth herein, Eramet does not currently have any
plans or proposals with respect to the matters set forth in paragraphs
(b) though (j) of Item 4 of Schedule 13D; however, Eramet may from time
to time reevaluate the desirability of proposing changes to the
composition of the Company's board of directors to increase Eramet's
representation thereon or proposing changes to the Company's
capitalization or certificate of incorporation in connection with
capital raising activities.
Item 5. Interest in Securities of the Issuer
(a) As a result of Eramet's acquisition of SIMA described in Item
3, Eramet may be deemed for the purposes of Rule 13d-3 under the Act to
be the indirect beneficial owner of the 5,952,000 shares of Common
Stock (or 38.5% of the outstanding Common Stock) held by SIMA. All
ownership percentages set forth herein are based on the number of
shares of Common Stock outstanding as of August 1, 2000 as contained in
the Quarterly Report on Form 10-Q for the Company for the quarter ended
June 30, 2000. Eramet directly beneficially owns an additional 11,900
shares of Common Stock, or 0.1% of the outstanding Common Stock.
Sorame and Ceir are currently the direct beneficial owners of
30.2% and 7.2%,
-5-
respectively, of the capital stock of Eramet, and in June 1999, they
entered into a shareholders agreement with respect to such interests.
Cogema is currently the direct beneficial owner of 25.7% of the capital
stock of Eramet. CEA-I (an entity controlled by the Commissariat à
l'Energie Atomique) is currently the direct beneficial owner of 74.7%
of Cogema. Ownership information for CEA-I is as contained in Cogema's
Annual Report for the period ending December 31, 1999. By virtue of
their interests in Eramet, the Covered Persons may be deemed for the
purposes of Rule 13d-3 under the Act to be the indirect beneficial
owners of the 5,952,000 shares of Common Stock (or 38.5% of the
outstanding Common Stock) held by SIMA, and the additional 11,900
shares of Common Stock (or 0.1% of the outstanding Common Stock) held
by Eramet.
In addition, Eramet and the Covered Persons may be deemed to
be members of a group within the meaning of Section 13(d)(3) of the Act
and the rules promulgated thereunder by virtue of Eramet's ownership of
SIMA as described in Item 3. SIMA is a party to an Amended and Restated
Stockholders' Agreement, dated as of February 25, 1997 (the "Amended
and Restated Stockholders' Agreement"), as amended by Amendment No. 1
thereto, dated as of March 1, 1998 (as amended, the "Stockholders'
Agreement"), among the Company, SIMA, Advanced Material Investments
Holding S.A., a société anonyme holding organized under the laws of
Luxembourg ("AMI"), and LWH Holding S.A., a société anonyme holding
organized under the laws of Luxembourg ("LWH", and together with SIMA
and AMI, the "Stockholders"). The Stockholders' Agreement is described
in more detail in Item 6 below. SIMA directly beneficially owns
5,952,000 shares of Common Stock (or 38.5% of the outstanding Common
Stock), LWH directly beneficially owns 3,580,500 shares of Common Stock
(or 23.1% of the outstanding Common Stock), and AMI directly
beneficially owns 2,092,500 shares of Common Stock (or 13.5% of the
outstanding Common Stock). Such 11,625,000 shares of Common Stock
represent 75.1% of the outstanding Common Stock. Eramet disclaims
beneficial ownership of the 5,673,000 shares of Common Stock (or 41.6%
of the outstanding shares of Common Stock) held by LWH and AMI.
Ownership numbers for LWH and AMI are as contained in the Company's
Proxy Statement on Schedule 14A as with the Securities and Exchange
Commission (the "Commission") on April 27, 2000.
Because Carlos Luis Landin beneficially owns 100% of the
capital stock of LWH, Mr. Landin may be deemed for the purposes of Rule
13d-3 under the Act to be the beneficial owner of the 3,580,500 shares
of Common Stock owned by LWH, or 23.1% of the outstanding Common Stock.
Because Jean Chauveau beneficially owns 100% of the capital stock of
AMI, Mr. Chauveau may be deemed for the purposes of Rule 13d-3 under
the Act to be the beneficial owner of the 2,092,500 shares of Common
Stock owned by AMI, or 13.5% of the outstanding shares of Common Stock.
Ownership information for Mr. Landin and Mr. Chauveau are as contained
in the Schedule 13G/A filed by the Stockholders, Mr. Landin and Mr.
Chauveau with the Commission on February 16, 1999.
(b) Eramet has the power to vote, or dispose of, 11,900 shares of
Common Stock.
-6-
By virtue of their interests in Eramet described above, the Covered
Persons may be deemed for the purposes of the Act to share the power to
vote, or dispose of, the 11,900 shares of Common Stock owned by Eramet.
By virtue of Eramet's ownership of SIMA as described in Item
3, Eramet and the Covered Persons may be deemed for the purposes of the
Act to share the power to vote, or dispose of, the 5,952,000 shares of
Common Stock owned by SIMA. SIMA, LWH and AMI may be deemed for the
purposes of the Act to share the power to vote 11,625,000 shares of
Common Stock, and have the sole power to dispose of 5,952,000,
3,580,000 and 2,092,500 shares of Common Stock, respectively.
(c) Eramet purchased 11,900 shares of Common Stock through open
market purchases effected on the dates, in transactions for the number
of shares of Common Stock, and at the price per share of Common Stock
as follows: (i) August 3, 2000 for 500 shares of Common Stock at $3.000
per share; (ii) August 4, 2000 for 200 shares of Common Stock at $3.125
per share; (iii) August 9, 2000 for 1,000 shares of Common Stock,
August 10, 2000 for 200 shares of Common Stock, and August 14, 2000 for
2,400 shares of Common Stock, in each case, at $3.250 per share; (iv)
August 21, 2000 for 600 shares of Common Stock, August 22, 2000 for
1,100 shares of Common Stock and August 24, 2000 for 700 shares of
Common Stock, in each case, at $3.625 per share, and (v) August 28,
2000 for 3,600 shares of Common Stock and August 29, 2000 for 1,600
shares of Common Stock, in each case, at $3.6875 per share.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Item 5 is incorporated herein by reference. Pursuant to the
Stockholders' Agreement, the Stockholders have agreed to vote all of the shares
of Common 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 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 Common 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
Common 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
-7-
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. A copy of the
Amended and Restated Stockholders' Agreement and Amendment No.1 to the Amended
and Restated Stockholders' Agreement are attached hereto as Exhibits 2 and 3,
respectively, and are incorporated herein by reference. The descriptions
contained herein are not intended to be complete and are qualified in their
entirety by reference to such Exhibits.
On October 28, 1998, the Stockholders entered 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 Common Stock beneficially owned by
them in favor of (a) the issuance of shares of Common 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 the Voting Agreement is attached hereto as Exhibit 4,
and is incorporated herein by reference. The description contained herein is not
intended to be complete and is qualified in its entirety by reference to such
Exhibit.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Directors and Executive Officers of Eramet and the Covered Persons.
Exhibit 2 Amended and Restated Stockholders' Agreement, dated as of February
25, 1997, among the Company and the Stockholders (Incorporated by
reference to Exhibit B to the Schedule 13G filed by the
Stockholders, Mr. Landin and Mr. Chauveau with the Commission on
February 13, 1998).
Exhibit 3 Amendment No. 1 to the Amended and Restated Stockholders' Agreement,
dated as of March 1, 1998 (Incorporated by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the period ending
March 31, 1998 as filed with the Commission).
Exhibit 4 Voting Agreement, dated as of October 28, 1998, among the Investor,
Timet and the Stockholders (Incorporated by reference to Exhibit B
to the Schedule 13G/A filed by the Stockholders, Mr. Landin and Mr.
Chauveau with the Commission on February 16, 1999).
-8-
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ERAMET SA
Dated: October 26, 2000 By: /s/ Michel Hémonnot
Name: Michel Hémonnot
Title: Secretary General and
Chief Financial Officer
-9-
EXHIBIT INDEX
Exhibit No. Description
1 Directors and Executive Officers of ERAMET SA, SORAME SA,
CEIR SA, COGEMA SA and CEA-Industrie SA.
2 Amended and Restated Stockholders' Agreement, dated as of
February 25, 1997, among Special Metals Corporation, Société
Industrielle de Matériaux Avancés, Advanced Materials
Investments Holding S.A., and LWH Holding S.A. (Incorporated
by reference to Exhibit B to the Schedule 13G filed by
Société Industrielle de Matériaux Avancés, Advanced Materials
Investments Holding S.A., LWH Holding S.A., Carlos Luis
Landin and Jean Chauveau with the Securities and Exchange
Commission on February 13, 1998).
3 Amendment No. 1 to the Amended and Restated Stockholders'
Agreement, dated as of March 1, 1998 (Incorporated by
reference to Exhibit 10.1 to Special Metal Corporation's
Quarterly Report on Form 10-Q for the period ending March 31,
1998, as filed with the Securities and Exchange Commission).
4 Voting Agreement, dated as of October 28, 1998, among TIMET
Finance Management Company, Titanium Metals Corporation,
Société Industrielle de Matériaux Avancés, LWH Holding S.A.,
and Advanced Materials Investments Holding S.A. (Incorporated
by reference to Exhibit B to the Schedule 13G/A filed by
Société Industrielle de Matériaux Avancés, Advanced Materials
Investments Holding S.A., LWH Holding S.A., Carlos Luis
Landin and Jean Chauveau with the Securities and Exchange
Commission on February 16, 1999).
