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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)
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 25, 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 771,000
by Each Reporting
Person With 8) Shared Voting Power
9) Sole Dispositive Power
771,000
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting Person
771,000
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)
17.0%
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. 5 amends the Schedule 13D filed by Cytec Industries
Inc. ("Cytec") and CAM Acquisition Corp. ("Merger Sub") dated September 8, 1998
(as previously amended by Amendments Nos. 1, 2, 3 and 4 (the "Schedule 13D"),
relating to The American Materials & Technologies Corporation ("AMT").
Items 4, 5 and 6 of the Schedule 13D are hereby amended to add the
following disclosure.
From September 23, 1998 through September 29, 1998, Cytec purchased an
additional 85,100 shares of AMT Common Stock on the open market and purchased
privately 68,000 shares including a proxy to vote such shares at the Special
Meeting. Cytec's beneficial ownership of AMT Common Stock has accordingly
increased to approximately 17.0% based on advice from AMT that there were
4,538,621 shares of its common stock outstanding at September 22, 1998. 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 the beneficial owner of record after August 31, 1998
other than the 68,000 shares discussed above.
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>
9/23/98 400 5.31250 16.00 2,144.00*
9/23/98 3,000 5.37500 80.00 16,205.00
9/23/98 28,000 5.43750 1,120.00 153,370.00
9/24/98 2,500 5.46875 100.00 13,771.88
9/24/98 4,000 5.50000 160.00 22,160.00
9/24/98 5,000 5.43750 160.00 27,347.50
9/24/98 1,000 5.37500 40.00 5,418.00*
9/25/98 1,200 5.25000 48.00 6,351.00*
9/25/98 3,000 5.37500 120.00 16,245.00
9/25/98 3,000 5.28125 120.00 15,963.75
9/25/98 1,500 5.34375 60.00 8,075.63
9/25/98 3,000 5.40625 120.00 16,338.75
9/25/98 1,000 5.43750 40.00 5,477.50
9/25/98 1,000 5.46875 40.00 5,508.75
9/25/98 1,000 5.37500 40.00 5,418.00*
9/28/98 2,000 5.46875 77.00 11,014.50
9/28/98 7,500 5.43750 300.00 41,081.25
9/28/98 17,000 5.40625 680.00 92,589.25*
9/29/98 68,000 5.56250 378,250.00
</TABLE>
*Includes $3.00 service charge.
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Schedule 2 is also hereby amended to delete reference to the purchase of 1,500
shares on September 18, 1998 at a price of $5.00 per share which reference was
an error.
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 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).
D. Stock Purchase Agreement, dated as of September 29, 1998 by and between
The Newton Fund L.P. and Cytec.
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 29, 1998 By /s/ E. F. Jackman
-----------------
E. F. Jackman
Vice President
CAM ACQUISITION CORP.
By /s/ E. F. Jackman
-----------------
E. F. Jackman
Vice President
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Exhibit D
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is dated as of September 29, 1998 and is
by and between Cytec Industries Inc., a Delaware corporation ("Cytec") and The
Newton Fund L. P., a California limited partnership ("Seller").
In consideration of the premises and the representations, warranties
and agreements herein contained, the parties hereto agree as follows:
Section 1. Cytec hereby purchases from Seller and Seller hereby sells
to Cytec 68,000 shares of common stock, par value $.01 per share (the "Shares"),
of The American Materials & Technologies Corporation ("AMTK") for $378,250 in
cash subject to the other party having satisfied its obligations in this Section
1.
(a) Seller will deliver the Shares to Cytec on or before
September 30, 1998 via DWAC transfer to Fahnestock & Co.'s
account at the Depository Trust Company, Account 0571 for the
account of Cytec, account A69-2048356.
(b) Cytec will pay Seller $378,250 in cash by wire
transfer on October 1, 1998 to Seller's account identified
below:
Citibank, N.A.
111 Wall Street
New York, NY 10043
ABA 021000089
For the benefit of Charles Schwab & Co., account
no. 40553953 for the account of The Newton Fund,
L.P., account no. 66633011.
(c) Seller will deliver to Cytec on or before October 1,
1998 an irrevocable proxy in the form of Exhibit A hereto to
vote the Shares at the Special Meeting of shareholders of AMTK
to be held on October 9, 1998 and at any adjournment thereof
(the "Special Meeting").
Section 2. Seller represents and warrants:
(a) that it owns the Shares represented by the Certificate
free and clear of all liens, claims or encumbrances and that
there are no voting trusts, voting agreements or similar
understandings applicable to such Shares other than as set
forth in this Agreement.
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(b) that it has the requisite power and authority to enter
into this Agreement and to carry out its obligations hereunder
and that the execution, delivery and performance of this
Agreement by Seller do not violate Seller's charter documents,
bylaws or any other agreement to which Seller is a party.
Section 3. Cytec represents and warrants that it has the requisite
power and authority to enter into this Agreement and to carry out its
obligations hereunder and that the execution, delivery and performance of this
Agreement by Cytec do not violate Cytec's charter documents, bylaws, or any
other agreement to which Cytec is a party.
In Witness Whereof, the parties hereto have executed this Agreement as
of the day and year first above written by their duly authorized officers.
CYTEC INDUSTRIES INC.
By /s/ T.P. Wozniak
------------------------
T. P. Wozniak, Treasurer
THE NEWTON FUND L. P.
By /s/ Andrew Greenthal
------------------------
General Partner
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EXHIBIT A
IRREVOCABLE PROXY
(a) Seller hereby irrevocably grants to, and appoints, Cytec Industries
Inc. ("Cytec") and David Lilley, President and Chief Executive Officer of Cytec,
Edward F. Jackman, Vice President, General Counsel and Secretary of Cytec, and
James P. Cronin, Executive Vice President and Chief Financial Officer of Cytec,
in their respective capacities as officers of Cytec, and any individual who
shall hereafter succeed to any such office of Cytec, and each of them
individually, Seller's proxy and attorney-in-fact (with full power of
substitution), for and in the name , place and stead of Seller, to vote 68,000
shares of common stock par value $.01 per share of The American Materials &
Technologies Corp ("AMTK") beneficially owned by Seller (the "Shares"), or grant
a consent or approval in respect of such Shares in each case for which the
record date for such vote, consent or approval is prior to the date the sale of
Shares to Cytec is recorded on the transfer books of AMTK, including, but not
limited to a proxy to vote such Shares for approval and adoption of the
Agreement and Plan of Merger dated July 8, 1998, as amended, among Cytec, CAM
Acquisition Corp. and AMTK at the Special Meeting of shareholders of AMTK to be
held on October 9, 1998 and any adjournment thereof. The Shares were on August
31, 1998 held in a brokerage account at Charles Schwab & Co. (Acct No.66633011)
and Seller agrees to take all action necessary to cause Charles Schwab & Co. to
effect the terms of this irrevocable proxy.
(b) Seller represents and warrants to Cytec that any proxies heretofore
given in respect of the Shares are not irrevocable and are hereby revoked.
(c) Seller hereby affirms that the irrevocable proxy set forth herein
is given in connection with the sale and purchase of the Shares. Seller hereby
further affirms that this irrevocable proxy is coupled with an interest and may
under no circumstances be revoked. Seller hereby ratifies and confirms all that
such irrevocable proxy may lawfully do or cause to be done by virtue hereof.
Such irrevocable proxy is executed and intended to be irrevocable in accordance
with the provisions of Section 212(e) of the Delaware General Corporation law.
THE NEWTON FUND L. P.
By
-----------------------
General Partner
