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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) August 25, 1997
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Cytec Industries Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12372 22-3268660
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Five Garret Mountain Plaza
West Paterson, NJ 07424
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 973-357-3100
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
On August 25, 1997, Cytec Industries Inc. (the "Company") signed a
definitive agreement (the "Agreement") with Stamford FHI Acquisition Corp.
("Stamford") to acquire substantially all of the assets and liabilities of
Fiberite, Inc. for $344 million in cash. At the time the Agreement was signed,
Stamford had a contract with Fiberite's then owners to purchase Fiberite.
Stamford completed its acquisition of Fiberite pursuant to that contract on
August 29, 1997 and Fiberite became a party to the Agreement.
The assets to be acquired by the Company include all of the businesses
of Fiberite excluding its satellite materials business. Sales in 1997 for the
acquired business are estimated at approximately $250 million. In addition, the
Company will assume Fiberite's obligation to license the technology rights to
certain structural advanced composites to Hexcel Corporation on a non-exclusive
basis.
Fiberite is a leading worldwide supplier of advanced composite
materials for aerospace, industrial and recreational applications. Advanced
composite materials are generally epoxy, bismaleimide and phenolic resin systems
reinforced with high performance fibers such as graphite, aramid and glass.
These products are used for interior and exterior components on commercial and
military aircraft and in other industrial and recreational applications.
The acquisition will include sites in Tempe, Arizona; Greenville,
Texas; Orange, California; Winona, Minnesota; Delano, Pennsylvania; Newark,
Delaware and in Europe, Ostringen, Germany and Courcelles-les-Lens, France.
Substantially all of the profits and losses of the acquired business
from August 29, 1997 will be for the Company's account. In order to permit
Stamford to finance its acquisition of Fiberite more cost effectively, the
Company paid a deposit of $173 million toward the purchase price on September 2,
1997. The deposit was financed primarily from borrowings under the Company's
revolving credit facility. The Company has also agreed to pay the remainder of
the purchase price on the earlier of the closing of the acquisition or in
installments due 60, 90 and 180 days after August 29, 1997. The Company intends
to finance the remainder of the purchase price, primarily through borrowings.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Action of 1934,
the registrant has duly cause this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Cytec Industries Inc.
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(Registrant)
Date September 3, 1997 /s/ E.F. Jackman
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E.F. Jackman
Vice President
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CYTEC
CYTEC INDUSTRIES INC.
Five Garret Mountain Plaza
West Paterson, NJ 07424
(973)357-3100
September 3, 1997
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Re: Cytec Industries Inc.
Current Report on Form 8-K, Date of Report August 25, 1997
Commission File No. 1-12372
Ladies and Gentlemen:
Enclosed for filing via EDGAR under the Securities Exchange Act is a
complete copy of the above referenced report.
By copy of this letter, we are sending a manually signed complete copy
of the Current Report to the New York Stock Exchange.
Very truly yours,
Roy Smith
Senior Counsel
RS:cq
c:sec10q.903
Enclosure
cc: New York Stock Exchange. Please acknowledge receipt on the duplicate copy of
this letter and return to the above signed in the self-addressed stamped
envelope enclosed.
