<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NUCLEAR METALS, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or Item 22(a)(2) of
Schedule 14A.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously by written preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: ________________________________________________
2) Form Schedule or Registration Statement No.: ___________________________
3) Filing Party: __________________________________________________________
4) Date Filed: ____________________________________________________________
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SUPPLEMENT TO AUGUST 26, 1997 PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS OF NUCLEAR METALS, INC.
TO BE HELD ON SEPTEMBER 29, 1997
Dear Nuclear Metals Stockholder:
This Supplement dated September 2, 1997 supplements and amends the Proxy
Statement dated August 26, 1997 for the Special Meeting of Stockholders to be
held on September 29, 1997. Certain information concerning beneficial ownership
of shares of the Company listed under "Principal and Management Stockholders" on
pages two through five of its Proxy Statement dated August 26, 1997 was
inaccurately reported as to some holders through inadvertence.
Set forth below is the corrected section entitled "Principal and Management
Stockholders."
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PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth certain information as of July 31, 1997, with
respect to the Common Stock of the Company owned or deemed beneficially owned as
determined under the rules of the Securities and Exchange Commission, directly
or indirectly, by each stockholder known to the Company to own beneficially more
than 5% of the Company's Common Stock, by each director, by the executive
officers named in the Summary Compensation Table in the Company's Proxy
Statement for its 1997 Annual Meeting, and by all directors and executive
officers of the Company and its subsidiaries as a group. In accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of Common
Stock of the Company if he or she has or shares voting power or investment power
with respect to such security or has the right to acquire beneficial ownership
at any time within 60 days of July 31, 1997. As used herein "voting power" is
the power to vote or direct the voting of shares, and "investment power" is the
power to dispose of or direct the disposition of shares. Except as indicated in
the notes following the table below, each person named has sole voting and
investment power with respect to the shares listed as being beneficially owned
by such person.
<TABLE>
<CAPTION>
NO. COMMON
SHARES AND PERCENT
NATURE OF OF
BENEFICIAL COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP STOCK (1)
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<S> <C> <C>
Charles Alpert 2,449,280(1)(2) 50.01%
Joseph Alpert
WIAF Investors Co.
466 Arbuckle Avenue
Lawrence, NY 11516
and
Melvin B. Chrein, M.D.
Meryl J. Chrein
Marshall J. Chrein
Michael Chrein
21 Copper Beech Lane
Lawrence, NY 11559
George J. Matthews 415,046(3) 8.62%
Chairman of the Board of Directors,
Director & Consultant
c/o Matthews Associates Limited
100 Corporate Place
Peabody, MA 01960
Wilson B. Tuffin 407,082(4) 8.50%
Vice Chairman and Director
23 Arlington Street
Acton, MA 01720
Dimensional Fund Advisors, Inc. 352,000(5) 7.36%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NO. COMMON
SHARES AND PERCENT
NATURE OF OF
BENEFICIAL COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP STOCK (1)
- ---------------------------------------------------------------------------------------------- ------------------ ---------
<S> <C> <C>
Robert E. Quinn 62,146(6) 1.29%
President and Director
James M. Spiezio 14,999(7) *
Vice President, Finance and
Administration
William T. Nachtrab 14,999(7) *
Vice President, Technology
Kenneth A. Smith, Director 11,333(8) *
Frank H. Brenton, Director 11,333(8) *
All directors and executive officers as a group (11 persons) 971,777(9) 19.73%
</TABLE>
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* Less than one percent
(1) Does not reflect the effect on voting rights of the Massachusetts Control
Share Acquisition Act. The Company is subject to Chapter 110D of the
Massachusetts General Laws which governs "control share acquisitions," which
are acquisitions of beneficial ownership of shares which would raise the
voting power of the acquiring person above any one of three thresholds:
one-fifth, one-third or one-half of the total voting power. All shares
acquired by the person making the control share acquisition within 90 days
before or after any such threshold is crossed obtain voting rights only upon
the authorization from a majority of the stockholders other than the person
acquiring such shares, officers of the Company and those directors of the
Company who also are employees. Based on certain filings made with the SEC,
the Company believes that certain control share acquisitions have occurred
and that the members of the group which effected such control share
acquisitions, namely Wiaf Investors Co., Charles Alpert, Joseph Alpert,
Melvin B. Chrein, Meryl J. Chrein, Marshall J. Chrein and Michael Chrein
(collectively the "Investor Group") are the holders of 1,750,045 shares (the
"Affected Shares") which were acquired in control share acquisitions (within
the meaning of Chapter 110D) and accordingly will have no voting rights
unless or until such voting rights are authorized as described above.
(2) Derived from Schedules 13DA, dated October 3, 1994, submitted to the
Company. The seven persons named are described as a group in such Schedules
13DA. The persons named reported ownership of the following shares: WIAF
Investors Co. 1,724,856; Melvin B. Chrein 202,300; Meryl J. Chrein 245,500;
Charles Alpert 50,000; Joseph Alpert 50,000; Michael Chrein 16,200; and
Marshall J. Chrein 48,200. Each person reported sole voting and dispositive
power with respect to the shares owned by such person. Also includes 14,044
and 56,180 shares which Melvin B. Chrein and WIAF Investors Co.,
respectively, have the right to acquire upon conversion of outstanding 10%
Convertible Subordinated Debentures and 27,000, 12,000 and 3,000 shares
which Charles Alpert or nominee, Melvin B. Chrein and Marshall J. Chrein,
respectively, have the right to acquire under outstanding Warrants.
(3) Includes (i) 13,333 shares which may be purchased upon the exercise of
currently exercisable options, (ii) 13,960 shares which Mr. Matthews' wife
has the right to acquire upon the conversion of an outstanding 10%
Convertible Subordinated Debenture, as to which Mr. Matthews disclaims
beneficial ownership, and (iii) 999 shares owned by Mr. Matthews' wife.
(4) Includes 6,666 shares which may be purchased upon the exercise of currently
exercisable options.
(5) The officers of Dimensional Fund Advisors, Inc. also serve as officers of
DFA Investment Dimensions Group, Inc. (the "Fund") and The DFA Investment
Trust Company (the "Trust"), each an open-end management
<PAGE>
investment company registered under the Investment Company Act of 1940. In
their capacity as officers of the Fund and the Trust, these persons vote
142,600 shares which are owned by the Fund and 13,000 shares which are owned
by the Trust.
(6) Includes 40,000 shares which may be purchased upon the exercise of currently
exercisable options.
(7) Includes 12,999 shares which may be purchased upon the exercise of currently
exercisable options.
(8) Includes 5,333 shares which may be purchased upon the exercise of currently
exercisable options.
(9) Includes 140,288 which may be purchased upon the exercise of currently
exercisable options and acquired upon conversion of debentures. See notes
(3), (4) and (6) through (8) above.
