<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
August 28, 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 387,500
by Each Reporting 8) Shared Voting Power
Person With
9) Sole Dispositive Power
387,500
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
387,500
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)
8.6%
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 8) Shared Voting Power
Person With 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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Item 1. Security and Issuer
This statement relates to the common stock, par value $.01 per
share (the "AMT Common Stock"), of The American Materials & Technologies
Corporation ("AMT"). The principal executive offices of AMT are located at 5915
Rodeo Road, Los Angeles, CA 90016.
Item 2. Identity and Background
This statement is being filed by Cytec Industries Inc.
("Cytec"), a Delaware corporation, and CAM Acquisition Corp. ("Merger Sub"), a
Delaware corporation and a wholly owned subsidiary of Cytec. Cytec is a
vertically integrated industrial chemicals company which focuses on value-added
specialty products. Merger Sub was formed solely for the purpose of effecting
the Merger with AMT as described in Item 4. The principal executive offices of
Cytec and Merger Sub are each located at 5 Garret Mountain Plaza, West Paterson,
NJ 07424. Neither Cytec nor Merger Sub has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was or is
subject to 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.
Information about each director and executive officer of Cytec
and Merger Sub is set forth on Schedule 1 hereto.
Item 3. Source and Amount of Funds or Other Consideration
The purchases of AMT's common stock described herein were paid
for from Cytec's working capital.
Item 4. Purpose of Transaction
Cytec, Merger Sub and AMT entered into an agreement and plan
of merger dated July 8, 1998 (as amended on August 25, 1998, the "Merger
Agreement"), pursuant to which and subject to the terms and conditions thereof
Merger Sub will be merged with and into AMT (the "Merger") and each share of AMT
Common Stock issued and outstanding immediately prior to the effective time of
the Merger (the "Effective Time") (except for treasury stock and stock held by
Cytec or Merger Sub) will be converted into the right to receive that number of
shares of Common Stock, par value $.01 per share, of Cytec ("Cytec Common
Stock") determined by dividing $6.00 by the average closing price of Cytec
Common Stock on the New York Stock Exchange Composite Transaction Tape for the
20 trading days immediately preceding the closing date of the Merger and
rounding to the nearest ten-thousandth of a share. The consummation of the
Merger is subject, among other conditions, to the approval of AMT's
shareholders. AMT has scheduled a special meeting (the "Special Meeting") of its
stockholders on October 9, 1998 to consider
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<PAGE> 5
approval and adoption of the Merger Agreement. Certain directors and executive
officers of AMT (the "Selling Stockholders") have entered into a Stockholders
Agreement (the "Stockholders Agreement") with Cytec, Merger Sub and AMT pursuant
to which each Selling Stockholder agreed to vote in favor of the Merger and
granted an irrevocable proxy to certain officers of Cytec to vote such Selling
Stockholders' shares of AMT Common Stock at the Special Meeting. As of August
31, 1998, the Selling Stockholders owned 717,360 shares of AMT Common Stock, or
approximately 16.0% of the then outstanding AMT Common Stock. Cytec and Merger
Sub each disclaim beneficial ownership of such shares and Merger Sub also
disclaims beneficial ownership of all shares of AMT Common Stock owned by Cytec.
Reference is made to the Merger Agreement and the Stockholders Agreement which
are filed as exhibits hereto and incorporated by reference herein. Reference is
also made to the Registration Statement on Form S-4 (Registration No. 333-62287)
that Cytec has filed with the Securities and Exchange Commission relating to the
registration of shares of Cytec Common Stock to be offered as consideration in
the Merger, as such registration statement may be amended from time to time.
Cytec beneficially owned of record 205,500 shares of AMT Common Stock on August
31, 1998, the record date for the Special Meeting and intends to vote all such
shares at the Special Meeting in favor of the adoption of the Merger. Cytec has
since purchased an additional 182,000 shares of AMT Common Stock on the open
market and may continue to purchase shares of AMT Common Stock on the open
market or in privately negotiated transactions for the purpose of reducing the
anticipated cost of the acquisition of AMT to Cytec.
The officers of AMT at the Effective Time will remain the officers of
AMT after the Merger (the "Surviving Corporation") until their successors have
been duly appointed and qualified or until their earlier resignation or removal.
The directors of Merger Sub at the Effective Time will become the directors of
the Surviving Corporation until their successors have been duly elected and
qualified or until their earlier resignation or removal.
Item 5. Interest in Securities of Issuer
At September 4, 1998, Cytec beneficially owned 387,500 shares
of AMT Common Stock, or approximately 8.6% of the 4,490,121 shares of AMT Common
Stock outstanding on August 31, 1998. Cytec has sole power to vote or direct the
vote and to dispose or direct the disposition of such shares.
All transactions in AMT Common Stock effected by Cytec or
Merger Sub during the sixty days preceding the date of this Schedule 13D are
listed on Schedule 2 hereto. None of the persons listed on Schedule 1
beneficially owns any shares of Common Stock of AMT.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships with respect to securities of AMT among the persons listed on
Schedule 1, Cytec and Merger Sub and between such persons and any person with
respect to any securities of AMT
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except for the Merger Agreement and the Stockholders Agreement. The description
of such agreements in Cytec's Registration Statement on Form S-4, registration
statement number 333-62287 under the captions "The Special Meeting - The
Stockholders Agreement" and "The Merger Agreement" are incorporated by reference
herein. Such descriptions do not purport to be complete and reference is also
made to the actual agreements filed as exhibits to this Schedule 13D and
incorporated by reference herein.
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.
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 8, 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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Schedule 1
Executive Officers and Directors of Cytec Industries Inc.
The name and present principal occupation or employment of each
director and executive officer of Cytec Industries Inc. is set forth below.
Unless otherwise indicated, each person below is a citizen of the United States,
and the principal business in which each such person's employment is conducted
and its address is Cytec Industries Inc., 5 Garret Mountain Plaza, West
Paterson, NJ 07424. No person below has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to 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.
Directors of Cytec Industries Inc.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
---- -------------------- ----------------
<S> <C> <C>
F.W. Armstrong Retired 5 Garret Mountain Plaza
West Paterson, NJ 07424
G.A. Burns Retired 560 Sylvan Avenue
Engelwood Cliffs, NJ 07632
D.D. Fry Chairman of the Board
L.L. Hoynes, Jr. Senior Vice President and American Home Products
General Counsel Corporation
5 Giralda Farms
Madison, NJ 07940
D. Lilley President and Chief
(UK citizen) Executive Officer
W.P. Powell Managing Director Warburg Dillon Read LC.
535 Madison Avenue
New York, NY 10022
</TABLE>
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<TABLE>
<S> <C> <C>
J.R. Satrum Investor 400 Perimeter Center Terr.
Suite 970
Atlanta, GA 30346
</TABLE>
Executive Officers of Cytec Industries Inc.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
---- -------------------- ----------------
<S> <C> <C>
J.P. Cronin Executive Vice President and
Chief Financial Officer
D.M. Drillock Controller
D.D. Fry Chairman of the Board
J.W. Hirsch Vice President, Employee
Resources
E.F. Jackman Vice President, General Counsel
and Secretary
D. Lilley President and Chief Executive Officer
(U.K. citizen)
K. Shah Vice President, Corporate Development
& Planning and Investor Relations
T.P. Wozniak Treasurer
</TABLE>
Executive Officers and Directors of CAM Acquisition Corp
The name and present principal occupation or employment of each
director and executive officer of CAM Acquisition Corp. is set forth below.
Unless otherwise indicated, each person is a citizen of the United States, and
the principal business in which each such person's employment is conducted and
its address is Cytec Industries Inc., 5 Garret Mountain Plaza, West Paterson, NJ
07424. No person below has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities
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<PAGE> 9
subject to, federal or state securities laws or finding any violations with
respect to such laws.
Directors of CAM Acquisition Corp.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
---- -------------------- ----------------
<S> <C> <C>
J.P. Cronin Executive Vice President and Chief
Financial Officer
E.F . Jackman Vice President, General Counsel and
Secretary
R. Smith Senior Counsel and Assistant Secretary
</TABLE>
Executive Officers of CAM Acquisition Corp.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
<S> <C> <C>
J.P. Cronin Executive Vice President and
(Chairman of the Chief Financial Officer
Board, President
and CEO)
E.F . Jackman Vice President, General Counsel and
(Vice President and Secretary
Secretary)
T.P. Wozniak Treasurer
(Treasurer)
</TABLE>
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<PAGE> 10
Schedule 2
STOCK PURCHASES
---------------
<TABLE>
<CAPTION>
NO. OF SHARE
TRADE DATE SHARES PRICE COMMISSION TOTAL
- ---------- ------ -------- ---------- -----------
<S> <C> <C> <C> <C>
8/26/98 1,000 $5.03125 $ 40.00 $ 5,071.25
8/26/98 500 $5.06250 20.00 2,551.25
8/26/98 3,500 $5.00000 140.00 17,640.00
8/26/98 3,000 $4.96875 120.00 15,029.25 *
8/26/98 2,500 $5.00000 100.00 12,600.00
8/26/98 2,500 $5.03125 100.00 12,678.13
8/27/98 2,000 $4.96875 80.00 10,017.50
8/27/98 10,000 $5.06250 360.00 50,988.00 *
8/27/98 1,000 $4.81250 40.00 4,855.50 *
8/27/98 1,000 $4.93750 40.00 4,977.50
8/27/98 3,000 $5.00000 120.00 15,120.00
8/28/98 11,500 $5.06250 460.00 58,681.75 *
8/28/98 13,500 $5.12500 540.00 69,727.50
8/31/98 18,000 $5.09375 720.00 92,407.50
8/31/98 2,500 $5.12500 100.00 12,912.50
8/31/98 22,000 $5.06250 880.00 112,258.00 *
8/31/98 13,500 $5.12500 540.00 69,727.50
9/1/98 1,000 $5.06250 40.00 5,102.50
9/1/98 2,000 $5.03125 80.00 10,142.50
9/1/98 4,000 $4.93750 160.00 19,910.00
9/1/98 16,500 $5.00000 660.00 83,160.00
9/1/98 500 $4.87500 20.00 2,460.50 *
9/2/98 17,000 $5.06250 680.00 86,745.50 *
9/3/98 6,000 $5.00000 240.00 30,243.00 *
9/3/98 27,000 $5.06250 1,080.00 137,767.50 *
9/4/98 1,000 $5.06250 40.00 5,105.50 *
9/4/98 5,000 $5.09375 200.00 25,668.75
9/4/98 4,000 $5.12500 160.00 20,660.00
- ------------------------------------------------------------------
Sub Total 195,000 $7,760.00 $994,208.88
- ------------------------------------------------------------------
</TABLE>
*Includes $3.00 Service Charge
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Exhibit Index
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,
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.
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<PAGE> 1
EXHIBIT C
Pursuant to Rule 12b-23 under the Securities Exchange Act the following exhibit
containing text from Cytec's Registration Statement on Form S-4 (Registration
Number 333-62287) is filed as to matters incorporated by reference in Item 6.
THE SPECIAL MEETING
The Stockholders Agreement
The description of the Stockholders Agreement contained in this Proxy
Statement/Prospectus does not purport to be complete and is qualified in its
entirety by reference to the Stockholders Agreement, a copy of which is attached
hereto as Annex B and incorporated herein by reference.
On July 8, 1998, Cytec entered into the Stockholders Agreement with Mr.
Georgiev, Mr. Glaser, Mr. Glosson, each a member of the Board of Directors of
AMT, and Mr. Pendorf, the President and Chief Executive Officer and a director
of AMT (collectively, the "Selling Stockholders"). As of the date of this Proxy
Statement/Prospectus, the Selling Stockholders hold 717,360 shares or
approximately 16.0% of the outstanding shares of AMT Common Stock, meaning they
alone are unable to control the vote on any matter submitted to a vote of AMT's
stockholders, including the adoption of the Merger Agreement and transactions
contemplated thereby.
Pursuant to the Stockholders Agreement, each Selling Stockholder has
agreed that at any meeting of stockholders of AMT called to vote upon the
Merger, the Merger Agreement or the other transactions contemplated by the
Merger Agreement, such Selling Stockholder shall vote (or cause to be voted) his
shares, including shares received upon the exercise of options, in favor of the
Merger, the execution and delivery by AMT of the Merger Agreement and the
approval of the terms thereof and each of the other transactions contemplated by
the Merger Agreement.
Further, each Selling Stockholder has agreed in the Stockholders
Agreement that at any meeting of the stockholders of AMT, such Selling
Stockholder shall vote (or cause to be voted) his shares against (i) any
Transaction Proposal other than the Merger Agreement; (ii) any merger agreement
or merger (other than the Merger Agreement and the Merger), consolidation,
combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by AMT; or (iii) any amendment of
AMT's Certificate of Incorporation or By-laws or other proposal or transaction
involving AMT or any of its subsidiaries which amendment or other proposal or
transaction would in any manner partially or wholly impede, frustrate, prevent,
delay or nullify the Merger, the Merger Agreement or any of the other
transactions contemplated by the Merger Agreement (each of the foregoing, a
"Competing Transaction").
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<PAGE> 2
Also, each Selling Stockholder agreed that if the Merger Agreement is
terminated under circumstances where Cytec is entitled to receive the Parent
Termination Fee, each Selling Stockholder shall pay to Cytec on demand an amount
equal to the Net Profit of such Stockholder from the consummation of any
Transaction Proposal that is consummated within two years of such termination.
The term "Net Profit" means an amount in cash equal to such Selling
Stockholder's Gross Profit (as defined herein) minus the amount paid by such
Selling Stockholder in taxes as a result of the consummation of the Transaction
Proposal. The term "Gross Profit" means an amount in cash equal to the product
of (x) the number of such Selling Stockholder's shares and (y) the excess of the
per-share cash consideration plus the per-share fair market value of any
non-cash consideration, as the case may be, received by the Selling Stockholder
pursuant to such Transaction Proposal, over $6.00.
The Stockholders Agreement, except for the provisions providing for the
payment of Net Profit to Cytec, will terminate upon the first to occur of (i)
the Effective Time or (ii) the date upon which the Merger Agreement is
terminated in accordance with its terms, unless an Extension Event (as defined
herein) shall have theretofore occurred, in which case certain provisions
thereof, including as to voting, will continue in effect for a period of 18
months. As used herein, an "Extension Event" shall mean any of the following
events: (a) the Special Meeting shall not have been held or the required
approval of the AMT stockholders shall not have been obtained at such meeting,
(B) the AMT Board shall have withdrawn or modified its recommendation with
respect to the Merger or the Merger Agreement or (C) any person (other than
Cytec or any subsidiary of Cytec) shall have made, or disclosed an intention to
make, a Transaction Proposal or proposal for a Competing Transaction.
THE MERGER AGREEMENT
The following is a brief summary of certain additional provisions of
the Merger Agreement, which is attached as Annex A to this Proxy
Statement/Prospectus and which is incorporated herein by reference. Such summary
is qualified in its entirety by reference to the Merger Agreement.
The Merger
The Merger. The Merger Agreement provides that at the Effective Time
the Merger Sub shall be merged with and into AMT, which shall be the Surviving
Corporation and which shall continue its corporate existence under the laws of
the State of Delaware and succeed to and assume all the rights and obligations
of the Merger Sub. The Effective Time will occur upon the filing of the
Certificate of Merger with the office of the Secretary of State of Delaware.
Certificate of Incorporation and By-laws. The Certificate of
Incorporation of the Surviving Corporation shall be amended at the Effective
Time to read in the form of an exhibit to the Merger Agreement, which provides,
among other things, for the total number
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<PAGE> 3
of shares of all classes of stock that the Corporation shall have authority to
issue to be 110,000,000 shares of Common Stock having the par value of $.01 per
share. The By-laws of the Merger Sub, as in effect at the Effective Time, shall
be the By-laws of the Surviving Corporation until amended as therein provided.
Conversion of AMT Stock in the Merger. At the Effective Time each share
of AMT Common Stock issued and outstanding immediately prior to the Effective
Time, except for treasury stock and stock held by Cytec or the Merger Sub, will
be converted into the right to receive that number of validly issued, fully paid
and nonassessable shares of Cytec Common Stock equal to the Conversion Number.
Cash will be paid to AMT stockholders in lieu of fractional shares of Cytec
Common Stock and for any dividends or other distributions to which such holder
is entitled. See "THE MERGER - Exchange Agent; Exchange Procedures;
Distributions with Respect to Unexchanged Shares; No Further Ownership Rights in
AMT Common Stock; No Fractional Shares".
Representations and Warranties
The Merger Agreement includes various customary representations and
warranties of the parties thereto. The Merger Agreement includes representations
and warranties by AMT as to, among other things, (i) organization, standing and
corporate power of AMT and its subsidiaries, (ii) ownership of subsidiaries,
(iii) capital structure, (iv) the authorization, execution, delivery,
performance and enforceability of the Merger Agreement and related matters and
the Merger Agreement's noncontravention of any agreement, law, or charter or
by-law provision and the absence of the need for governmental or third-party
filings, consents, approvals or actions with respect to any transaction
contemplated by the Merger Agreement (except for certain filings specified in
the Merger Agreement), (v) compliance as to form and the accuracy of information
contained in documents filed by AMT with the SEC (the "AMT SEC Documents"), (vi)
the accuracy of information supplied by AMT in connection with this Proxy
Statement/Prospectus and the Registration Statement, (vii) the absence of
certain material changes or events since the date of the most recent balance
sheets filed with the SEC (except as disclosed in the AMT SEC Documents and
except as expressly contemplated by the Merger Agreement), including the absence
of any declaration of a dividend or other distribution, any split, combination
or reclassification of capital stock, certain increases in compensation,
severance or termination pay, entry into certain employment, severance or
termination agreements and certain changes in accounting methods, principles or
practices, (viii) the absence of material litigation (except as disclosed in the
AMT SEC Documents), (ix) compliance with laws applicable to the business of AMT,
(x) the filing of tax returns and payment of taxes, (xi) the inapplicability of
certain state takeover laws to the Merger and the Merger Agreement, and (xii)
the receipt of an opinion of AMT's financial advisor.
The Merger Agreement includes representations and warranties by Cytec
as to, among other things, (i) organization, standing and corporate power of
Cytec and its subsidiaries, (ii) capital structure, (iii) the authorization,
execution, delivery, performance and enforceability of the Merger Agreement and
related matters and the Merger Agreement's noncontravention of any agreement,
law, or charter or by-law provision and the absence of the need for
governmental or third-party filings, consents, approvals or actions with
respect to any transaction contemplated by the Merger
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<PAGE> 4
Agreement (except for certain filings specified in the Merger Agreement), (iv)
validity of the Cytec Common Stock to be issued in the Merger, (v) compliance as
to form and the accuracy of information contained in documents filed by Cytec
with the SEC (the "Cytec SEC Documents"), (vi) the accuracy of information
supplied by Cytec in connection with this Proxy Statement/Prospectus and the
Registration Statement, (vii) the absence of certain material changes or events
since the date of the most recent balance sheet included in the Cytec SEC
Documents, including the absence of any declaration of a dividend or other
distribution, any split, combination or reclassification of capital stock and
certain changes in accounting methods, principles or practices, and (viii) the
absence of material litigation.
The Merger Agreement also includes representations and warranties by
Cytec and the Merger Sub as to, among other things, (i) organization, standing
and corporate power of the Merger Sub, (ii) capital structure, (iii) the
authorization execution, delivery, performance and enforceability of the Merger
Agreement and related matters and the Merger Agreement's noncontravention of
any agreement, law, or charter or by-law provision and the absence of the need
for governmental or third-party filings, consents, approvals or actions with
respect to any transaction contemplated by the Merger Agreement (except for
certain filings specified in the Merger Agreement).
Conduct of Business Pending the Merger
AMT has agreed that, prior to the Effective Time, except as otherwise
consented to by Cytec: (i) the business of AMT and its subsidiaries shall be
conducted only in the ordinary and usual course consistent with past practice
and AMT and its subsidiaries shall use commercially reasonable efforts to
preserve their relationships with customers, suppliers, licensors, distributors
and other parties having business dealings with them; (ii) neither AMT nor any
of its subsidiaries shall or shall propose to: (a) amend its Certificate of
Incorporation or By-laws or other comparable organizational documents, (b)
declare, set aside or pay any dividend or other distribution or payment in
respect of shares of its capital stock owned by any person (other than to AMT or
a wholly owned subsidiary of AMT), (c) issue, grant, sell or pledge or agree to
issue, grant, sell or pledge any shares of, or rights of any kind (including
convertible or exchangeable securities and options, warrants and other rights)
to acquire any shares of, the capital stock (or other voting securities or
securities convertible into or exchangeable for any such shares, rights or
voting securities) of AMT or any of its subsidiaries other than, in the case of
AMT, shares of AMT Common Stock issuable pursuant to the terms of outstanding
stock options and warrants of AMT disclosed in the Merger Agreement and shares
of certain subsidiaries pledged to secure existing credit facilities described
in the Merger Agreement, (d) other than sales of products of AMT or any of its
subsidiaries in the ordinary course of business and other than assets encumbered
to secure existing credit facilities, dispose of, encumber or mortgage any
assets or properties individually in excess of $100,000 and collectively in
excess of $250,000, (e) purchase or otherwise acquire any outstanding shares of
its capital stock other than as contractually required to under AMT's employee
stock option plans, (f) waive, release, grant or transfer any rights of material
value or modify or change any material existing contract, license, agreement,
commitment or arrangement in a way that is adverse to AMT or its subsidiaries,
(g) make any material tax election or settle or compromise any material tax
liability of AMT or any of its subsidiaries other than such
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<PAGE> 5
elections as are required to be made in connection with the filing of regular
tax returns in the ordinary course of business, (h) take or agree to take any
action that would prevent the Merger from constituting a reorganization
qualifying under the provisions of Section 368(a) of the Code, (i) enter into or
otherwise agree to be bound by any agreement, contract, arrangement or
instrument that would be required to be filed by AMT or any of its subsidiaries
as an exhibit to a Form 10-K under the Exchange Act, (j) except as contemplated
by the Merger Agreement, acquire any business or any assets other than purchases
of inventory in the ordinary course of business, (k) other than in the ordinary
course of business under existing credit facilities, incur any indebtedness for
borrowed money or guarantee any such indebtedness of another person, issue or
sell any debt securities or warrants or other rights to acquire any debt
securities of AMT, enter into any "keep well" or other agreement to maintain any
financial statement condition of another person or enter into any arrangement
having the economic effect of any of the foregoing, except for short-term
borrowings incurred in the ordinary course of business consistent with past
practice, or, with certain exceptions, make any loans, advances or capital
contributions to, or investments in, any other person, other than extensions of
credit to customers and advances to employees, in each case in the ordinary
course of business consistent with past practice, (l) except for the items named
in the Merger Agreement, make any new capital expenditure or expenditures which,
individually, is in excess of $50,000, or, in the aggregate, are in excess of
$200,000, (m) discharge, settle or satisfy any claims that have a material
adverse effect on AMT and its subsidiaries, taken as a whole, or waive any
material benefits of, or agree to modify in any materially adverse respect any
confidentiality, standstill or similar agreements to which AMT is a party, (n)
except in the ordinary course of business, enter into any contracts, agreements,
binding arrangements or binding understandings relating to the distribution,
sale, license or marketing by third parties of AMT's products, other than
pursuant to any such agreements currently in place in accordance with their
terms as of the date of the Merger Agreement, (o) form any subsidiary to AMT,
(p) except as required by GAAP, make any change in accounting methods,
principles or practices, (q) cancel or permit to lapse any insurance policy in
effect on the date of the Merger Agreement, (r) fail to conduct reasonable
maintenance in the ordinary course of business consistent with past practice
with respect to all machinery and equipment, (s) take any action either to
accelerate or cash out the value of any AMT Option, or (t) approve or amend any
employee benefit plan or any other employment, deferred compensation, bonus,
incentive, severance, termination, disability, death benefit, pension, profit
sharing, hospitalization, medical, stock option, restricted stock, stock
appreciation right, vacation, sick pay or other material fringe benefit plan,
program or arrangement that provides benefits to current or former directors,
officers or employees of the Company or its subsidiaries or with respect to
which the Company or its subsidiaries have any liability; and (iii) neither AMT
nor any of its subsidiaries will (a) increase the compensation payable to any of
its directors, officers or employees, (b) make any payment or provision or
commitment with respect to any bonus, profit sharing, thrift, employee stock
ownership, pension, retirement, deferred compensation, welfare benefit,
employment or other payment plan, agreement or arrangement for the benefit of
directors, officers or employees of AMT or any of its subsidiaries, except in
the ordinary course of the administration of the pension, retirement or welfare
benefit plans, agreements or arrangements, (c) grant any stock options, any
stock appreciation rights or any other stock-
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based awards, (d) enter into any employment agreement or other contract or
arrangement with respect to the performance of personal services or (e) make any
loan to, or enter into any other transaction with, any officer or director of
AMT or any of its subsidiaries or any affiliate of any such officer or director
except for fees to law firms of which directors are members, directors' fees,
officers' salaries and reimbursement of out-of-pocket expenses.
Cytec has agreed that, prior to the Effective Time, Cytec shall not:
(i) (x) declare, set aside or pay any dividends on, or make any other
distributions in respect of, any of its capital stock, other than regular
quarterly cash dividends (in an amount determined in a manner consistent with
Cytec's past practice) with customary record and payment dates, or (y) split,
combine or reclassify any of its capital stock or issue or authorize the
issuance of any other securities in lieu of or in substitution for shares of its
capital stock, (ii) amend Cytec's Certificate of Incorporation or by-laws in a
manner that would be materially adverse to the holders of Cytec Common Stock (it
being understood that an amendment to the Certificate of Incorporation of Cytec
increasing the number of authorized shares of Cytec Common Stock or other
capital stock of Cytec shall not be deemed to be materially adverse to the
holders of Cytec Common Stock); or (iii) authorize, or commit or agree to take,
any of the foregoing actions.
Certain Additional Agreements
The Merger Agreement contains additional covenants relating to, among
other things: (i) (a) AMT and its subsidiaries affording Cytec and Cytec's
accountants, counsel and other representatives full access prior to the
Effective Time to all of its properties, books, contracts, commitments and
records and furnishing promptly to Cytec all information concerning its
business, properties and personnel as Cytec may reasonably request, (b) Cytec
keeping any confidential information and documents obtained pursuant to the
Merger Agreement in accordance with the Confidentiality Agreement, dated June
15,1997, between AMT and Cytec, (c) each party holding any nonpublic
information in confidence until such time as such information becomes publicly
available; (ii) each party taking all reasonable actions necessary to file as
soon as practicable all requisite applications under the HSR Act; (iii) AMT
filing with the Commission a proxy statement with respect to the meeting of
AMT's stockholders contemplated by the Merger Agreement; (iv) Cytec filing with
the Commission a Registration Statement on Form S-4 and shall also take any
action required to be taken under state blue sky or securities laws; (v) each
party taking all action necessary to consummate and make effective the
transactions contemplated by the Merger Agreement, including obtaining all
necessary waivers, consents and approvals, giving all notices and effecting all
necessary registrations and filings and defending any lawsuits or other legal
proceedings; (vi) at all times prior to the Effective Time, AMT and Cytec each
delivering to the other, not later than 45 days after the end of any fiscal
quarter, their respective unaudited consolidated statements of financial
position as of the last day of such fiscal quarter and their consolidated
statements of income and changes in financial position for the fiscal period
then ended and prepared in conformity with the requirements of Form 10-Q or
Form 10-QSB, as the case may be, under the Exchange Act; (vii) AMT using its
best efforts to cause to be delivered to Cytec a letter of Feldman Sherb
Ehrlich & Co., P.C., AMT's independent public accountants, which is reasonably
satisfactory to Cytec and
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<PAGE> 7
customary in scope and substance for letters delivered by independent public
accountants in connection with registration statements similar to the
Registration Statement; (viii) AMT giving Cytec the opportunity to participate
in the defense or settlement of any stockholder litigation against AMT and its
directors relating to any of the transactions contemplated by the Merger
Agreement until the Effective Time; (ix) in consideration of AMT entering into
the Merger Agreement and the Stockholders Agreement, Cytec paying to AMT the
Initial Payment, which shall be refunded to Cytec if the stockholders of AMT
shall not adopt the Merger Agreement or AMT is required to pay the Parent
Termination Fee; and (x) AMT causing its suit against Cytec and certain of its
subsidiaries, Culver City v. Fiberite Inc., Fiberite Holdings Inc. and Cytec
Industries, Inc., to be dismissed with prejudice (See " Other Matters - -
Certain Litigation").
Conditions to the Consummation of the Merger
Conditions to Each Party's Obligation to Effect the Merger. The respective
obligations of each party to effect the Merger are subject to the fulfillment at
or prior to the Effective Time of the following conditions: (i) the Merger
Agreement shall have been approved and adopted by the affirmative vote of the
stockholders of AMT, (ii) the waiting period applicable to the consummation of
the Merger under the HSR Act shall have expired or terminated, (iii) no statute,
rule, regulation, executive order, decree, temporary restraining order,
preliminary or permanent injunction or other order, legal restraint or
prohibition enacted, entered, promulgated, enforced or issued by any
governmental body or authority preventing the consummation of the Merger or the
transactions contemplated hereby shall be in effect, (iv) the Registration
Statement shall have become effective and shall not be subject to any stop order
and no stop order proceeding with respect thereto shall have been initiated or
threatened by the Commission, (v) the shares of Cytec Common Stock issuable to
stockholders of AMT pursuant to the Merger Agreement shall have been authorized
for listing on the NYSE upon official notice of issuance, and (vi) all material
consents, approvals, orders or authorizations of, or registrations,
determinations or filings with any governmental entity, required or necessary in
connection with the Merger Agreement shall have been obtained and shall be in
full force and effect.
Conditions to AMT's Obligation to Effect the Merger. AMT shall be
obligated to effect the Merger unless at or prior to the Effective Time any of
the following conditions shall exist and shall not have been waived by AMT: (i)
the representations and warranties of each of Cytec and the Merger Sub set forth
in the Merger Agreement shall not be true and correct as of the date of the
Merger Agreement and as of the Closing Date, other than for such failures to be
true and correct that, individually and in the aggregate, have not had and would
not reasonably be expected to have a material adverse effect on AMT and its
subsidiaries taken as a whole, (ii) Cytec and the Merger Sub shall not have
performed or complied in all material respects with any covenants, obligations,
conditions and agreements required by the Merger Agreement to be performed or
complied with by them on or prior to the Effective Time, or (iii) AMT shall not
have received a written opinion from its counsel, Foley, Hoag & Eliot LLP, to
the effect that the Merger will constitute a reorganization within the meaning
of Section 368(a) of the Code (or, if such counsel shall
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<PAGE> 8
refuse to give such an opinion, a substantially equivalent opinion from Cravath,
Swaine & Moore, counsel to Cytec).
Conditions to the Obligations of Cytec and the Merger Sub to Effect the
Merger. Cytec and the Merger Sub shall be obligated to effect the Merger unless
any of the following conditions shall exist and shall not have been waived by
Cytec or the Merger Sub: (i) the representations and warranties of AMT set forth
in the Merger Agreement shall not be true and correct as of the date of the
Merger Agreement and as of the Closing Date, other than for such failures to be
true and correct that, individually and in the aggregate, have not had and would
not reasonably be expected to have a material adverse effect on AMT and its
subsidiaries taken as a whole, (ii) AMT shall not have performed or complied in
all material respects with any covenants, obligations, conditions and agreements
required by the Merger Agreement to be performed or complied with by it on or
prior to the Effective Time, (iii) there shall be pending or threatened any
suit, action or proceeding by any governmental body or authority challenging the
consummation of the Merger, (iv) Cytec shall not have received a certificate of
AMT's Chief Executive Officer stating that, to his knowledge, the
representations contained in the "Environmental Matters" Schedule to the Merger
Agreement are true and correct in all material respects, and (v) any person who
is a director of AMT immediately prior to the Effective Time shall not have
resigned effective at the Effective Time.
Termination, Amendment and Waiver
The Merger Agreement may be terminated prior to the Effective Time,
whether before or after any required approval by the stockholders of AMT: (i) by
mutual written consent of Cytec and AMT; (ii) by either Cytec or AMT, (x) if the
Effective Time shall not have occurred on or before November 15, 1998 (the
"Termination Date") (unless the absence of such occurrence shall be due to the
failure of the party seeking to terminate the Merger Agreement to perform each
of its obligations under the Merger Agreement at or prior to the Effective Time
or the parties are unable to close because the applicable waiting period under
the HSR Act has not then expired or the Registration Statement is not then
effective, in which case the Termination Date shall be changed to December 15,
1998), or (y) if any court of competent jurisdiction in the United States or
other United States governmental body shall have issued an order, decree or
ruling or taken any other action restraining, enjoining or otherwise prohibiting
the Merger and such order, decree, ruling or action shall have become final and
non-appealable; (iii) by Cytec, if the AMT Board or any committee thereof shall
have withdrawn, modified or changed in any manner adverse to Cytec or the Merger
Sub (as determined by Cytec in its reasonable judgment) its approval or
recommendation of the Merger Agreement, the Stockholders Agreement or the Merger
or shall have approved or recommended a Superior Proposal or shall have resolved
to do any of the foregoing, or AMT shall have entered into an agreement with
respect to a Superior Proposal, as described in "THE MERGER-Right of the AMT
Board to Withdraw Recommendation"; (iv) by Cytec, if AMT fails to perform in any
material respect any of its material obligations under the Merger Agreement or
breaches in any material respect any material provision and has failed to
perform such obligation or cure such breach, within 10 days of its receipt of
written notice thereof (if such failure to perform or breach is capable
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<PAGE> 9
of being performed or cured within such period by commercially reasonable means)
or such longer period as shall be commercially reasonably necessary to perform
such obligation or cure such breach (if such failure to perform or breach is not
capable of being performed or cured within such period using commercially
reasonable means), and such breach or uncured failure to perform shall have a
material adverse effect on AMT and its subsidiaries taken as a whole; (v) by
AMT, if Cytec or the Merger Sub fails to perform in any material respect any of
its material obligations under the Merger Agreement or breaches in any material
respect any material provision and has failed to perform such obligation or cure
such breach, within 10 days of its receipt of written notice thereof (if such
failure to perform or breach is capable of being performed or cured within such
period by commercially reasonable means) or such longer period as shall be
commercially reasonably necessary to perform such obligation or cure such breach
(if such failure to perform or breach is not capable of being performed or cured
within such period using commercially reasonable means), and such breach or
uncured failure to perform shall have a material adverse effect on Cytec and its
subsidiaries taken as a whole; (vi) by AMT, if AMT enters into a definitive
agreement in respect of a Superior Proposal and AMT simultaneously with
terminating pays Cytec all Expenses (as defined herein) and the Parent
Termination Fee in cash and refunds the Initial Payment; and (vii) by Cytec or
AMT, if approval of the Merger and adoption of the Merger Agreement by AMT's
stockholders shall not have been obtained by reason of the failure to obtain the
required vote at the Special Meeting.
The Merger Agreement may be amended by either party at any time before
or after any required approval hereby of the stockholders of AMT, but after any
such stockholder approval, no amendment shall be made which changes the Merger
Consideration or in any way adversely affects the rights of stockholders of AMT
without the further approval of such stockholders. The Merger Agreement may not
be amended except by an instrument in writing signed by or on behalf of each
party.
At any time prior to the Effective Time, either party may: (i) extend
the time for the performance of any of the obligations or other acts of the
other party, (ii) waive any inaccuracies in the representations and warranties
contained in the Merger Agreement and (iii) waive compliance with any of the
agreements or conditions contained in the Merger Agreement.
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