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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 2)
The American Materials & Technologies Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
027397 10 8
(CUSIP Number)
E.F. Jackman,
Vice President, General Counsel and Secretary
Cytec Industries Inc.
Five Garret Mountain Plaza
West Paterson, NJ 07424
(973) 357-3100
Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
September 14, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 13d-1(g), check the
following box
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CUSIP No. 027397 10 8
1) Names of Reporting Persons; I.R.S. Identification Nos. of Above
Persons (entities only)
Cytec Industries Inc.; IRS 22-3268660.
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3) SEC Use Only
4) Sources of Funds (See Instructions)
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/ /
6) Citizenship or Place of Organization
Delaware
Number of Shares 7) Sole Voting Power
Beneficially Owned 499,500
by Each Reporting
Person With 8) Shared Voting Power
9) Sole Dispositive Power
499,500
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting Person
499,500
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
/X/
13) Percent of Class Represented by Amount in Row (11)
11.1%
14) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 027397 10 8
1) Names of Reporting Persons; I.R.S. Identification Nos. of Above
Persons (entities only)
CAM Acquisition Corp.
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /x/
3) SEC Use Only
4) Sources of Funds (See Instructions)
N.A.
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/ /
6) Citizenship or Place of Organization
Delaware
Number of Shares 7) Sole Voting Power
Beneficially Owned 0
by each Reporting
Person With 8) Shared Voting Power
0
9) Sole Dispositive Power
0
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See instructions)
/X/
13) Percent of Class Represented by Amount in Row (11)
0.0%
14) Type of Reporting Person (See Instructions)
CO
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This Amendment No. 2 amends the Schedule 13D filed by Cytec Industries
Inc. ("Cytec") and CAM Acquisition Corp. ("Merger Sub") dated September 8, 1998,
as previously amended by Amendment No. 1, the "Schedule 13D" relating to The
American Materials & Technologies Corporation.
Items 4 and 6 of the Schedule 13D are hereby amended to add the
following disclosure.
From September 10, 1998 through September 14, 1998, Cytec purchased an
additional 61,500 shares of AMT Common Stock, increasing Cytec's beneficial
ownership of AMT Common Stock to approximately 11.1%. Cytec has sole power to
vote or direct the vote and to dispose or direct the disposition of such shares,
provided Cytec does not have the right to vote or direct the vote at the Special
Meeting of shares of AMT Common Stock with respect to which it became a
beneficial owner of record after August 31, 1998.
Schedule 2 to the Schedule 13D is hereby amended to disclose the
additional purchases set forth below:
STOCK PURCHASES
<TABLE>
<CAPTION>
No. of Share
Trade Date Shares Price Commission Total
- ---------- ------ ----- ---------- -----
<S> <C> <C> <C> <C>
9/8/98 1,000 $ 5.18750 $ 40.00 $ 5,230.50*
9/8/98 19,000 $ 5.25000 760.00 100,510.00
9/8/98 12,500 5.37500 500.00 67,687.50
9/8/98 4,000 5.40625 160.00 21,785.00
9/8/98 1,500 5.43750 60.00 8,216.25
9/8/98 1,000 5.46875 40.00 5,508.75
9/8/98 2,500 5.50000 100.00 13,850.00
9/9/98 4,500 5.50000 180.00 24,933.00*
9/9/98 4,000 5.56250 160.00 24,410.00
9/9/98 500 5.53125 20.00 2,785.63
</TABLE>
*Includes $3.00 Service Charge
Capitalized terms used herein and not otherwise defined have the meanings
ascribed to such terms in the Schedule 13D.
Item 7. Material to be Filed as Exhibits
A. Agreement and Plan of Merger dated as of July 8, 1998 by and among
Cytec, Merger Sub, and AMT and Amendment to the Agreement and Plan of
Merger dated
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as of August 25, 1998 (incorporated by reference to exhibit 2.1 to
Cytec's Registration Statement on Form S-4, Registration Number
333-62287).
B. Stockholders Agreement dated as of July 8, 1998 by and among Cytec,
Merger Sub, AMT, Paul W. Pendorf, Steven Georgiev, Robert V. Glaser and
Buster C. Glosson (incorporated by reference to exhibit 2.2 to Cytec's
Registration Statement on Form S-4, Registration Number 333-62287).
C. Description of the Stockholders Agreement and the Merger Agreement
incorporated by reference from Cytec's Registration Statement on Form
S-4, Registration Number 333-62287 (previously filed).
Signature
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.
CYTEC INDUSTRIES INC.
Date: September 15, 1998 By /s/J.P. Cronin
-------------------------------------
J.P. Cronin
Executive Vice President and
Chief Financial Officer
CAM ACQUISITION CORP.
By /s/J.P. Cronin
-------------------------------------
J.P. Cronin
President and Chief Executive Officer
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