<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Cytec Industries Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[_] 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 with 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.
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Notes:
<PAGE>
CYTEC INDUSTRIES INC.
5 GARRET MOUNTAIN PLAZA
WEST PATERSON, NJ 07424
Notice of Annual Meeting
of Common Stockholders to be held
May 10, 1999
March 22, 1999
To the Holders of Common Stock
We will hold the Annual Meeting of Common Stockholders of Cytec Industries
Inc. at the Sheraton Crossroads Hotel, Crossroads Corporate Center, Mahwah,
New Jersey 07495, on Monday, May 10, 1999, at 11:00 a.m. The purpose of the
meeting is to elect two directors for terms ending in the year 2001 and to
transact any other business that properly comes before the meeting.
You must have been a holder of Common Stock at the close of business on
March 11, 1999 to be entitled to notice of and to vote at the meeting or at
any postponement or adjournment.
Since stockholders cannot take any action at the meeting unless a majority
of the outstanding shares of Common Stock is represented, it is important
that, either, you attend the meeting in person or are represented by proxy at
the meeting.
If you cannot attend the meeting, please promptly sign and date the enclosed
proxy and mail it in the enclosed envelope, which requires no postage if
mailed in the United States.
By Order of the Board of Directors,
E. F. Jackman
Secretary
<PAGE>
[CYTEC LOGO]
CYTEC INDUSTRIES INC.
5 GARRET MOUNTAIN PLAZA
WEST PATERSON, NJ 07424
Proxy Statement for
Annual Meeting of Common Stockholders
to be held May 10, 1999
March 22, 1999
This proxy statement contains information relating to the Annual Meeting of
Common Stockholders of Cytec Industries Inc., which will be held on Monday,
May 10, 1999, beginning at 11:00 a.m., at the Sheraton Crossroads Hotel,
Crossroads Corporate Center, Mahwah, New Jersey, and at any postponement or
adjournment of that meeting.
ABOUT THE MEETING
What is the purpose of the meeting?
At the annual meeting, stockholders will vote on the election of directors.
In addition, the Company's management will report on the Company's performance
and respond to questions from stockholders.
Who is entitled to vote?
Only stockholders of record at the close of business on the record date,
March 11, 1999, are entitled to receive notice of the annual meeting and to
vote the shares of common stock that they held on that date at the meeting, or
any postponement or adjournment of the meeting. Each outstanding share
entitles its holder to cast one vote on each matter to be voted upon.
Who may attend the meeting?
All stockholders as of the record date, or their duly appointed proxies, may
attend the meeting. Please note that if you hold shares in "street name" (that
is, through a broker or other nominee), you will need to bring a copy of a
brokerage statement reflecting your stock ownership as of the record date and
check in at the registration desk at the meeting in order to obtain an
admission ticket.
What is a quorum?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, 42,785,001 shares of common stock of the Company were
outstanding. Proxies received but marked as abstentions and broker non-votes
will be included in the calculation of the number of shares considered to be
present at the meeting.
How do I vote?
The accompanying proxy is solicited by the Company's Board of Directors. If
you complete and properly sign the accompanying proxy card and return it to
the Company, it will be voted as you direct. Even if you plan to attend the
meeting, it is desirable that you return the proxy card to the Company in
advance of the meeting.
<PAGE>
May I change my vote after I return my proxy card?
Yes. Even after you have submitted your proxy, you may change your vote at
any time before the proxy is exercised by filing with the Secretary of the
Company either a notice of revocation or a duly executed proxy bearing a later
date.
How do I vote my Savings Plan shares?
If you participate in the Cytec Employees' Savings and Profit Sharing Plan,
shares of common stock of the Company equivalent to the value of the common
stock interest credited to your account under that plan will be voted
automatically by the trustee in accordance with your proxy, if the proxy is
received by May 4, 1999. Otherwise, the share equivalents credited to your
account will be voted by the trustee in the same proportion that it votes
share equivalents for which it receives timely instructions from all plan
participants.
What are the Board's recommendations?
The Board of Directors recommends that you vote for election of the
nominated slate of directors. Unless you give other instructions on your proxy
card, the persons named as proxy holders on the proxy card will vote in
accordance with this recommendation.
With respect to any other matter that properly comes before the meeting, the
proxy holders will vote as recommended by the Board of Directors or, if no
recommendation is given, in their own discretion.
What vote is required to elect directors?
The affirmative vote of a plurality of the votes cast at the meeting is
required for the election of directors. Therefore, an abstention or a broker
non-vote is neither an affirmative nor a negative vote, and will not have any
effect on the outcome of the election.
A properly executed proxy marked "Withhold Authority" with respect to the
election of one or more directors will not be voted with respect to the
director or directors indicated, although it will be counted for purposes of
determining whether there is a quorum.
2
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, the terms of which
expire at the annual meetings in the following years:
<TABLE>
<CAPTION>
1999 2000 2001
--------------- ---------------------- -----------------
<S> <C> <C>
Darryl D. Fry Frederick W. Armstrong David Lilley
Jerry R. Satrum Gene A. Burns William P. Powell
</TABLE>
In addition, one director, Louis L. Hoynes, Jr., is elected by the holder of
the Company's Series C Cumulative Preferred Stock.
At the meeting, the Board of Directors will nominate Darryl D. Fry and Jerry
R. Satrum for election as directors for three-year terms ending in the year
2002.
If at the time of the meeting either or both of the nominees is not
available to serve as director--an event which the Board does not anticipate--
the proxies will be voted for a substitute nominee or nominees designated by
or at the direction of the Board, unless the Board has taken prior action to
reduce its membership.
Board of Directors Membership
Set forth below is certain information concerning the nominees and the other
directors of the Company whose terms of office will continue after the
meeting.
Frederick W. Armstrong, age 68, has been a director of the Company since its
formation in December 1993. Before his retirement from American Cyanamid
Company ("Cyanamid") in 1992, he served for many years as Director of
Cyanamid's Corporate Development and Planning Division and, from 1985 until
his retirement, as a Vice President of Cyanamid.
Gene A. Burns, age 73, has been a director of the Company since its
formation in December 1993. Before his retirement from CPC International Inc.,
he served as Executive Vice President, Chief Financial Officer and Director of
CPC.
Darryl D. Fry, age 60, has been a director of the Company since its
formation in December 1993. Since December 1993, he has served as Chairman
(until his retirement in January 1999), President (until January 1997) and
Chief Executive Officer (until May 1998) of the Company. Prior to the
formation of the Company he served in a number of executive capacities at
Cyanamid including, from January 1991 to December 1993, as Executive Vice
President and President of its Chemicals Group. He is a director of North
American Van Lines, Inc. and Fortis Inc.
Louis L. Hoynes, Jr., age 63, has been a director of the Company since
December 1994. Mr. Hoynes is Senior Vice-President and General Counsel of
American Home Products Corporation, having served in that capacity since 1990.
Prior to that he was a partner in the law firm of Willkie Farr & Gallagher. He
serves as the Director of the Company elected by Cyanamid as holder of the
Company's outstanding Series C Cumulative Preferred Stock.
David Lilley, age 52, has been a director of the Company since January 1997.
Mr. Lilley is Chairman (since January 1999), President (since January 1997)
and Chief Executive Officer (since May 1998) of the Company. From 1994 until
January 1997, he was a Vice President of American Home Products Corporation,
responsible
3
<PAGE>
for the Global Medical Device business. Prior to that time, he was Vice
President and a member of the Executive Committee of Cyanamid.
William P. Powell, age 43, has been a director of the Company since its
formation in December 1993. He has been Managing Director of Warburg Dillon
Read LLC and its predecessor, Dillon, Read & Co. Inc., since January 1991, and
prior to that time was employed by Dillon Read since 1982 in a number of other
capacities.
Jerry R. Satrum, age 53, has been a director of the Company since May 1996.
Before his retirement from Georgia Gulf Corporation in 1998, he served as
Georgia Gulf's Chief Executive Officer (1991-1998), President (1989-1997) and
Vice President--Finance and Treasurer (from its inception until 1989). Mr.
Satrum has been a director of Georgia Gulf Corporation since its inception.
Committees of the Board
Set forth below is certain information about the four Committees of the
Board of Directors.
. Audit Committee. This committee is comprised entirely of non-employee
directors. Among other things, it recommends to the full Board the
appointment of independent accountants; considers the overall scope and
approach and recommendations of the audit performed by the independent
accountants; reviews non-audit services rendered by the independent
accountants and considers the effect of such services on their
independence; reviews procedures for internal controls; reviews the
Company's policies and procedures with respect to compliance with the
Company's Code of Employee Conduct; and considers significant accounting
methods adopted or proposed to be adopted. The committee expects to
recommend changes to its charter in view of the recently released report
of the Blue Ribbon Committee on Increasing the Effectiveness of Corporate
Audit Committees. Messrs. Burns and Powell are the members of this
Committee, which held three meetings during 1998.
. Compensation and Management Development Committee. This committee is
comprised entirely of non-employee directors. This committee approves
compensation arrangements for the Company's officers, administers certain
compensation plans and makes recommendations thereunder.
Messrs. Armstrong, Burns, and Satrum are the members of this Committee,
which held four meetings during 1998.
. Pension Committee. This Committee reviews actions taken by the Committee
on Investment of Pension Funds (which oversees investments of the
Company's funded benefit plans). Messrs. Armstrong and Powell are the
members of this Committee, which held two meetings during 1998.
. Environmental, Health and Safety Committee. This committee serves as the
environmental oversight committee referred to under "Certain
Relationships and Related Transactions." It reviews, monitors and, as it
deems appropriate, advises the Board of Directors with respect to the
policies and practices of the Company in the areas of occupational health
and safety and environmental affairs. Messrs. Hoynes and Fry are the
members of this Committee, which held two meetings during 1998.
Other Board Matters
Our Board of Directors held seven meetings during 1998. All members of the
Board attended at least 75% of the meetings of the Board and of the Committees
on which they serve. The Company does not have a Nominating Committee.
4
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on its review of the copies of the forms received by it, the
Company believes that during 1998 all filing requirements required under
Section 16(a) of the Securities Exchange Act of 1934 were complied with by its
directors, officers and greater than ten-percent beneficial owners, except for
an inadvertent late filing by Mr. Burns of the Form 4 relating to his January
26, 1998 stock option exercise for the purchase of 1,500 shares of Cytec
common stock.
CYTEC STOCK OWNERSHIP BY DIRECTORS & OFFICERS
The following table sets forth, as of February 1, 1999, the total beneficial
ownership of the Company's Common Stock by the Company's directors and the
five executive officers named in the Summary Compensation table (see the
Executive Compensation portion of this proxy statement):
Beneficial Stock Ownership of Directors & Officers
<TABLE>
<CAPTION>
Savings Deferred
Record & Plan Stock Stock Total
Street Name Shares Shares Option Beneficial
Name Shares (1) (2) (3) Shares (4) Ownership
---- ----------- + ------- + -------- + --------- = ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
F.W. Armstrong.......... 24,441 -- -- 17,500 41,941
G. A. Burns............. 9,000 -- -- 4,000 13,000
J. P. Cronin............ 65,918 22,187 42,807 187,549 318,461
D. D. Fry............... 119,160 18,965 147,291 844,899 1,130,315
L. L. Hoynes, Jr. (5)... -- -- -- -- --
J. W. Hirsch............ 14,129 10,920 21,485 88,299 134,833
E.F. Jackman............ 44,737 40,929 16,918 160,200 262,784
D. Lilley............... 75,241 2,021 4,754 183,332 265,348
W. P. Powell............ 7,500 -- -- 17,500 25,000
J. R. Satrum............ 1,395 -- -- 7,000 8,395
All directors and
officers as a group (12
persons)............... 390,505 108,382 252,745 1,654,039 2,405,671
</TABLE>
- --------
(1) Includes Performance and Restricted Shares which are subject to possible
forfeiture if conditions to vesting are not met.
(2) Represents the officers' proportionate share of Company Common Stock held
by the Cytec Employees' Savings & Profit Sharing Plan.
(3) Shares issuable under 1993 Stock Award and Incentive Plan following
termination of employment.
(4) Shares which may be acquired in 60 days through the exercise of vested
stock options.
(5) The table does not include any shares of Common Stock or Preferred Stock
beneficially owned by Cyanamid. See "Security Ownership of Certain
Beneficial Owners". Mr. Hoynes disclaims beneficial ownership of any
shares of Common Stock and Preferred Stock beneficially owned by Cyanamid.
(6) The number of shares shown excludes the following shares as to which
beneficial ownership is disclaimed: 2,900 shares owned by Mr. Cronin's
wife; 900 shares owned by Mr. Hirsch's wife and 246 shares owned by his
children; 700 shares owned by Mr. Lilley as custodian for his minor
children; and 4,746 shares for all directors and officers as a group.
As of February 1, 1999, Mr. Fry owned beneficially approximately 2.5%, no
other officer or director individually owned beneficially as much as 1%, and
all officers and directors as a group owned beneficially approximately 5.4%,
of the total shares of outstanding Common Stock.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AS OF FEBRUARY 1, 1999
<TABLE>
<CAPTION>
Amount and
Nature
Name and Address of Beneficial Percent of
Title of Class of Beneficial Owner Ownership Class
-------------- ------------------- ------------- ----------
<C> <S> <C> <C>
Series C Cumulative American Cyanamid Co.(1) 4,000 Shares 100%
Preferred Stock Five Giralda Farms,
Madison, NJ 07940
Common Stock FMR Corp.(2) 5,484,772 Shares 12.68%
82 Devonshire Street,
Boston, MA 02109
Common Stock Janus Capital 4,451,850 Shares 10.3%
Corporation(3)
100 Fillmore Street
Suite 300
Denver, CO 80206-4923
Common Stock Vanguard Fiduciary Trust 4,021,770 Shares 9.3%
Company
on behalf of the Cytec
Employees'
Savings and Profit Sharing
Plan(4)
500 Admiral Nelson Blvd.,
Malvern, PA 19355
</TABLE>
- --------
(1) American Home Products Corporation, Five Giralda Farms, Madison, New
Jersey 07940, is the beneficial owner of 100% of the Common Stock of
Cyanamid.
(2) Information taken from Schedule 13G, Amendment No. 11, dated February 1,
1999 filed on behalf of a group consisting of FMR Corp., Edward C. Johnson
3d, and Abigail P. Johnson. The Schedule reports sole power to vote as to
811,000 shares, shared power to vote as to none, and sole power to dispose
as to all.
(3) Information taken from Amendment No. 3 to Schedule 13G dated February 5,
1999 filed on behalf of a group consisting of Janus Capital Corporation,
Thomas H. Bailey and Janus Fund. The Schedule reports sole voting and
dispositive power as to none and shared voting and dispositive power as to
all.
(4) Schedule 13G, Amendment No. 6, dated January 29, 1999 reports shared power
to vote and dispose as to all shares.
6
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Cyanamid continues to own 4,000 shares of the Company's Series C Cumulative
Preferred Stock, which Cyanamid obtained on December 17, 1993 in connection
with the spin-off of its chemicals business into Cytec Industries Inc.
Aggregate liquidation and redemption value of the Series C Stock is $100,000.
The Series C Stock, which is not transferable, gives Cyanamid the right to
elect one director (at present, Mr. Hoynes) and contains certain restrictive
covenants, violation of which would give the holder the right, among others,
to approve capital expenditures and elect a majority of the Board. The Company
may redeem the Series C Stock only after certain liabilities assumed from
Cyanamid have been reduced below threshold levels and after the Company has
achieved certain financial ratios for a set period of time, but not before
December 16, 1999.
In connection with the spin-off, financial responsibility for substantially
all the liabilities of Cyanamid's chemicals businesses was assumed by the
Company. Under the spinoff agreements, the Company is required to establish an
environmental oversight committee of the Board of Directors, consisting of two
members, one of whom is the Director appointed by Cyanamid as holder of the
Series C Preferred Stock. This committee reviews and approves the Company's
annual environmental remediation plan and reviews compliance with the plan and
environmental administration standards and makes recommendations to the Board
concerning, and reviews and approves proposed challenges to governmental
requirements relating to, environmental liabilities assumed from Cyanamid. The
Company must also pay an annual fee, $327,000 in 1998, for oversight services
rendered by Cyanamid's environmental affairs department.
In connection with the spinoff, the Company and Cyanamid entered into a
number of service agreements, leases and supply agreements. Pursuant to these
agreements, in 1998 the Company paid $4.2 million to Cyanamid and received
$6.8 million. Most of these agreements are subject to termination by either
party on six months' or less notice. In connection with the spinoff, the
Company and Cyanamid also entered into certain agreements governing the rights
of Cyanamid and the Company to use pre-spinoff chemicals technology in their
respective businesses.
Warburg Dillon Read LLC, of which Mr. Powell, a Director of the Company, is
a Managing Director, has provided investment banking and consulting services
to the Company during 1998. In particular, Warburg Dillon Read served as lead
underwriter on the Company's $200 million public debt offering and was a
member of the underwriting group on another $120 million public debt offering.
These offerings were sold to the underwriters at customary discounts and in
transactions in which the underwriters, as a whole, received underwriting
discounts of $2.03 million.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, Messrs. Armstrong, Burns, and Satrum, all outside directors,
served on the Compensation and Management Development Committee.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table shows the compensation paid to the Chief Executive
Officer and the four other most highly compensated executive officers for
services rendered in all capacities in 1996, 1997 and 1998 to the Company and
its subsidiaries:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-------------------------------
Annual
Compensation(1)(2) Awards Payouts
---------------------- --------------------- ---------
Restricted Securities Long-Term
Name and Stock Underlying Incentive All Other
Principal Position Year Salary Bonus Awards(3) Options(4) Payouts(5) Compensation(6)(7)
------------------ ---- -------- -------- ---------- ---------- --------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
D. D. Fry............... 1998 $535,000 $441,016 $ 357,614 100,000 $320,000 $32,100
Chairman of the Board, 1997 $510,000 $751,246 $ 355,469 100,000 $220,000 $31,350
Chief Executive Officer 1996 $480,000 $587,520 $ 322,753 150,000 $290,000 $43,200
(until May 1998) and
President (until
January 1997)
D. Lilley............... 1998 $439,375 $303,942 $ 570,168 50,000 $199,167 $24,131
President, Chief 1997 $365,000 $373,510 $1,883,469 300,000 -- $20,075
Operating Officer
(January 1997-May 1998)
and Chief Executive
Officer (since May
1998)
J. P. Cronin............ 1998 $284,000 $134,370 $ 122,720 35,000 $ 95,200 $17,040
Executive Vice 1997 $272,000 $228,891 $ 121,895 35,000 $ 61,666 $17,070
President and 1996 $240,000 $217,464 $ 95,968 44,250 $ 85,166 $15,340
Chief Financial Officer
E. F. Jackman........... 1998 $230,000 $ 94,406 $ 89,882 24,000 $ 80,250 $13,800
Vice President, General 1997 $220,000 $160,815 $ 89,375 24,000 $ 51,666 $13,950
Counsel and 1996 $202,000 $140,107 $ 80,819 36,000 $ 68,250 $18,180
Secretary
J. W. Hirsch............ 1998 $189,000 $ 61,698 $ 51,293 14,000 $ 45,120 $11,340
Vice President-Employee 1997 $181,000 $105,099 $ 45,919 14,000 $ 32,500 $10,860
Resources 1996 $174,000 $ 92,290 $ 45,521 21,000 $ 45,150 $15,660
</TABLE>
- --------
(1) Includes amounts earned with respect to fiscal year, whether paid in that
year or deferred.
(2) There was no disclosable "Other Annual Compensation" with respect to 1996-
1998.
(3) Represents the value at the date of grant of Performance Shares and
Restricted Shares granted under the Company's 1993 Plan. Performance
shares vest, in the case of the 1996, 1997 and 1998 grants, after
completion of the respective 1998, 1999 and 2000 performance periods,
depending upon the achievement of earnings targets; the target for the
1998 performance period was exceeded; the shares granted in 1996 which
would thereupon have vested were canceled in whole or in part and, in lieu
thereof, the participants received grants of deferred shares, equal to the
canceled Performance Shares, which become payable after retirement.
Restricted shares were granted to one officer and vest in installments
beginning on the third anniversary of date of grant. At December 31, 1998,
after giving effect to vestings and forfeitures occurring in January 1999
with respect to the 1998 performance period, the total Performance and
Restricted Shares held by the named officers had values as follows: Mr.
Fry 16,210 shares--$344,463; Mr. Lilley 58,644 shares--$1,246,185; Mr.
Cronin 5,560 shares--$118,150; Mr. Jackman 4,075 shares--$86,594; and
Mr. Hirsch 2,320 shares--$49,300. Holders of Performance Shares and
Restricted Shares are entitled to vote and receive any dividends declared
on such shares; holders of deferred shares are not entitled to vote, but
are entitled to receive dividend equivalents.
(4) Options were granted without tandem SARs.
8
<PAGE>
(5) Amounts for 1996, 1997 and 1998 represent Performance Cash received for
the 1996, 1997 and 1998 performance periods for grants under the 1993
Plan, based upon achievement of earnings and cash flow targets. See text
following Long-Term Incentive Plans--Awards in Last Fiscal Year table.
(6) The amounts listed for each named officer consist of matching
contributions and profit sharing contributions to the Cytec Employees'
Savings and Profit Sharing Plan and the Cytec Supplemental Savings and
Profit Sharing Plan plus, with respect to 1997, a cash award made to each
U.S. employee in recognition of 1997 Company performance.
(7) The Company has adopted a Deferred Compensation Plan pursuant to which
compensation in any year which exceeds the limits imposed by Section
162(m) of the Internal Revenue Code on deductibility of compensation which
is not performance related within the meaning of that Section will be
deferred until the year following retirement or death (or upon an earlier
change of control of the Company). Amounts so deferred bear interest at a
rate equal to the rate paid on 10-year U.S. Treasury Notes, plus 1%. Mr.
Fry deferred $50,000 with respect to 1996, $296,000 with respect to 1997
and $441,016 with respect to 1998.
The following tabulation shows, as to the executive officers named,
information with respect to employee stock options.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Percent of Total Price Appreciation
Options Exercise for
Granted to Price Option Term
Options Employees in Per Expiration ---------------------
Name Granted (shares) Fiscal Year Share Date 5% 10%
- ---- --------------- ---------------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
D. D. Fry............... 100,000 11.5% $47.9375 1/25/08 $3,014,764 $7,640,003
D. Lilley............... 50,000 5.75% $47.9375 1/25/08 $1,507,382 $3,820,001
J. P. Cronin............ 35,000 4.0% $47.9375 1/25/08 $1,055,167 $2,674,001
E. F. Jackman........... 24,000 2.8% $47.9375 1/25/08 $ 723,543 $1,833,601
J. W. Hirsch............ 14,000 1.6% $47.9375 1/25/08 $ 422,067 $1,069,600
</TABLE>
- --------
Options become exercisable in cumulative amounts of one-third of the amount of
the grant one year after the date of grant and each year thereafter. Stock
appreciation rights were not granted.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options Held In-the-Money Options
at Fiscal Year End at Fiscal Year End(3)
Shares Acquired Value ------------------------------- -------------------------------
Name on Exercise Realized Exercisable(2) Unexercisable(2) Exercisable(2) Unexercisable(2)
- ---- --------------- -------- -------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
D. D. Fry............... -- -- 728,233 216,667 $12,641,425 --
D. Lilley............... -- -- 100,000 250,000 -- --
J. P. Cronin............ -- -- 149,468 73,082 $ 1,431,473 --
E. F. Jackman........... -- -- 132,200 52,000 $ 1,366,812 --
J. W. Hirsch............ -- -- 71,966 30,334 $ 682,041 --
</TABLE>
- --------
(1) The named officers do not hold stock appreciation rights.
(2) Options become exercisable in cumulative amounts of one-third of the
amount of the grant one year after the date of grant and each year
thereafter.
(3) Total value of options based on fair market value of Company stock of
$21.25 as of December 31, 1998.
9
<PAGE>
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Performance or Estimated Future
Number of Other Period Until Payouts
Shares, Units or Maturation or ------------------
Name Other Rights Payout Target Maximum
---- ---------------- ------------------ ------ ----------
<S> <C> <C> <C> <C>
D. D. Fry.............. 7,460 3 years 0 $ 700,000
D. Lilley.............. 7,670 3 years 0 $ 584,167
J. P. Cronin........... 2,560 3 years 0 $ 240,000
E. F. Jackman.......... 1,875 3 years 0 $ 176,000
J. W. Hirsch........... 1,070 3 years 0 $ 100,000
</TABLE>
Long-term incentive plan awards are made under the Company's 1993 Plan. The
awards to which this table relates are Performance Cash Awards made in January
1998 for the 2000 performance period. These awards are paid dependent upon the
extent to which specified earnings targets for full vesting of Performance
Stock are exceeded for the year 2000 and certain additional cash flow
objectives are attained for 1998, 1999 and 2000. At target performance levels,
none of the Performance Cash vests. For awards made in 1998, there is not any
defined maximum payout, since the amounts shown as the "maximum" are subject
to further adjustment, up or down, in proportion to increases or decreases in
the price of a share of the Company's Common Stock from the market value at
January 1, 1998 ($46.9375 per share) to the market value on the date of
vesting.
For 1998, the targets were exceeded to the extent that 100% of the
Performance Cash was earned and is reported under "Long Term Incentive
Payouts" in the Summary Compensation Table. Estimated Future Payouts relate to
2000.
EMPLOYMENT AND SEVERANCE ARRANGEMENTS
All salaried Company employees in the United States, including the named
officers, have signed employment agreements either on Cyanamid's standard
form, which have been assigned to the Company, or on Cytec's standard form.
The agreements provide for the initial salary paid to the employee for
services performed by the employee, the confidentially and non-use of
proprietary information, assignment of inventions and improvements, a non-
competition clause and termination of employment. The notice of termination
period for salaried employees, including the named officers, ranges from one
month to six months (depending on the standard form in use at the time),
except in the case of termination for cause, when no prior notice is required.
In the event of a "change of control" (as defined in the 1993 Plan), (i) any
award under that Plan, including non-employee directors' awards, carrying a
right to exercise that was not previously exercisable and vested will become
fully exercisable and vested, (ii) the restrictions, deferral limitations,
payment conditions and forfeiture applicable to any other award, including
non-employee directors' awards, granted under the 1993 Plan will lapse and
such awards will be deemed fully vested and (iii) any performance conditions
imposed with respect to awards shall be deemed to be fully achieved.
The Board of Directors has adopted an executive income continuity plan to
aid in the retention of key employees and to reinforce and encourage the
continuing attention, dedication and loyalty of executives in the senior
management group without the distraction of concern over the possibility of
involuntary or constructive termination of employment resulting from
unforeseen developments, by providing income continuity for a
10
<PAGE>
limited period. The plan provides for payments to members upon termination of
employment, unless such termination is (i) on account of death or retirement,
(ii) by the Company for disability or cause, or (iii) by the member without
good reason (as defined in the plan). Generally, "good reason" for termination
by a member involves actions by the Company inconsistent with the member's
status or with the Company's traditional compensation policies. Members of the
plan consist of the chairman, president, corporate vice presidents, and such
other employees as are designated by the Compensation and Management
Development Committee. In general, the plan provides for payments upon
termination of employment, in the case of the executive officers, and in the
case of other members meeting certain age and service requirements, of an
amount equal to annual salary and bonus (two times annual salary and two times
bonus after a "change in control" as defined in the plan). The plan also
provides for certain miscellaneous payments, including relocation payments,
legal fees, and expenses incurred in seeking new employment. The benefits of
this Plan are not available to any employee who is then currently eligible to
retire with a pension based on credited service to age 65 or, in any event,
for any period beyond the employee's sixty-fifth birthday.
Under the Company's Executive Supplemental Employees Retirement Plan, in the
event of a change in control, the Treasurer, the Controller and each officer
of corporate vice president rank or higher is automatically elected a member
of the plan. In this event, each such officer will be credited with five
additional years of service (but not beyond age 65), there will be included in
pensionable compensation the amount, if any, by which such officer's target
incentive compensation exceeds one third of base compensation and, under
certain conditions the value of the benefit under this plan, as well as the
benefit under other non-qualified pension plans, would be paid immediately as
a lump-sum distribution.
The Board of Directors has adopted a Compensation Taxation Equalization Plan
providing for the payment to any employee, officer or director who becomes
subject to the tax imposed by Section 4999 of the Internal Revenue Code of
1986 of reimbursement for the tax, plus all taxes imposed upon the
reimbursement. A 20% excise tax applies to compensatory payments (i) the
present value of which equals or exceeds three times the "base amount" of the
recipient and (ii) that are contingent upon change "in the ownership or
effective control" of the Company. The "base amount" is the average annual
compensation included in taxable income over the five-year period ending
before the year during which the change in the ownership or effective control
occurs.
----------------
The Compensation and Management Development Committee Report and the
Performance Graph that follow do not constitute soliciting material and shall
not be deemed incorporated by reference by any general statement incorporating
by reference this proxy statement into any filing under the Securities Act of
1933 or under the Securities Exchange Act of 1934, except to the extent that
the Company specifically incorporates the information by reference, and shall
not otherwise be deemed "filed" under said Acts.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT
The Compensation and Management Development Committee of the Company's Board
of Directors (the "Committee") is composed entirely of independent outside
directors. Their responsibilities include the administration of the
compensation program for the Company's executive officers, consisting at
January 1, 1999 of seven executives. Specific duties include determining the
executive salaries, setting the performance criteria for annual and long-term
incentive plans, determining their awards under the annual incentive program,
and administering the Company's 1993 Stock Award and Incentive Plan.
11
<PAGE>
The Company's executive compensation program consists of four elements:
. Base Salary: Base compensation set to attract and retain qualified
management, when combined with the other components of the compensation
program.
. Annual Bonus: An opportunity to earn additional cash reward for yearly
business success and individual efforts.
. Performance Stock and Performance Cash: Long-term incentives which
provide a reward for business success in future years and, being based on
performance, are linked to stockholders' interests.
. Stock Options: Grants which will encourage stock ownership and reward
executives for increases in stockholder value.
The annual bonus, performance stock and performance cash are all "at risk"
forms of compensation in that they do not become payable except to the extent
that the Company's business objectives are attained. Similarly, stock options
are "at risk" in that their value depends upon success in enhancing
stockholder value.
The compensation program is designed to contribute to the long-term success
of the Company by meeting the following objectives:
. To compensate fairly for financial and strategic success and the
enhancement of stockholder value.
. To attract and retain competent managers and professionals who are
performance-oriented.
. To reinforce a commitment to take action which will contribute to the
long-term success of the Company.
. To encourage the ownership of Cytec stock so that management's long-term
financial interests are closely linked with success in serving the long-
term interests of the Company's stockholders.
There is strong emphasis in the compensation program on long-term
performance and success as exemplified by the program's structure. The
Company's philosophy is to maintain lower fixed costs associated with its
compensation program and correspondingly offer significant upside potential
based upon achievement of individual, financial and stock-based performance.
The Company's executive base salaries, therefore, are generally set somewhat
below median salaries paid at comparable companies. Therefore, the combination
of base salaries and annual bonus targets are also somewhat below the median
at comparable companies. The objective in setting long-term compensation,
consisting of long-term performance stock awards payable upon attainment of
target objectives and stock option grants, is to be above the median level for
comparable companies. The overall objective is to set total compensation for
target performance slightly above the median of the compensation group, with
an above-average portion of total cash compensation, including performance
cash awards and additional annual bonus, payable if target performance is
exceeded. As an example, for the chief executive officer ("CEO"), at target
compensation levels, more than 75% of total potential compensation is at risk
for performance.
The comparison group for compensation purposes is a group of mid-size
specialty and commodity chemical companies which the Company views as
competitors for business, employee talent and stockholder investments.
Base Salaries -- Base salaries are reviewed annually using competitive
compensation information provided by an independent nationally-recognized
executive compensation consulting firm. Increases in base salaries are granted
after considering relative competitive positions, individual performance and
general salary increases within the Company and the comparable industry group.
Annual Bonus -- The Committee determines an annual incentive target for each
officer, expressed as a percentage of the mid-point of the salary range for
the officer's grade level, also after reviewing competitive
12
<PAGE>
compensation information, and also determines the amounts by which annual
bonuses will increase or decrease depending on the degree of attainment or
non-attainment of corporate performance goals. Also, at the beginning of each
year, the Committee approves the performance goals for the officers for the
year. The goals for 1998 target bonuses consisted of specific components
weighted as follows: earnings per share (60%); and other specific factors
which are measured subjectively (40%). After the end of the year, the
Committee evaluates the Company's and individuals' performances, as described
above, and awards incentive compensation based on that evaluation.
Long-Term Incentives -- Long-term incentives granted in 1998 and payable in
future years consist of two types of grants: (1) performance stock (shares of
Company stock) and related performance cash, which may be earned at the end of
the 2000 performance period assuming attainment of specific earnings per share
and cash flow goals set by the Committee, and (2) stock options which
encourage executives to enhance the value of the Company's Common Stock by
offering them an opportunity to buy the shares at a pre-set price over the
term of the option contract. The Committee determines for each officer the
amount and proportion of each type of long-term incentive after reviewing
competitive information.
Performance stock is the Company's Common Stock registered in the
executive's name, carrying dividends (if declared) and voting rights, but
restricted from resale until earned by achievement of performance targets,
and forfeited if performance targets are not achieved during the performance
period. The performance stock grants are accompanied by related grants of
performance cash, which become payable only if the targets for full
performance stock vesting are exceeded.
CEO Compensation -- For 1998 the Committee took the following actions
regarding the compensation of Darryl Fry, who was CEO until May 11, 1998. Mr.
Fry's salary was increased from $510,000 to an annual rate of $535,000, while
his target bonus remained at 60% of the midpoint of his salary range. Both
salary and target bonus are below the competitive median, based upon the
competitive data. The annual bonus target for Mr. Fry was designed, in
combination with his salary, to provide compensation which, at target levels,
is below-median against the group, with the opportunity to earn additional
annual bonus if certain performance objectives are exceeded. Based upon a 12%
increase in the Company's earnings per share and upon other factors weighted
as described earlier in this report, the Committee awarded Mr. Fry an annual
bonus for 1998 of $441,016, which is 82% of his base salary.
David Lilley was promoted to CEO on May 11, 1998, at which time his salary
was increased from $380,000 to an annual rate of $475,000, consistent with his
new responsibilities, and his target bonus was increased from 49% to 55% of
his salary midpoint. Both the salary and target bonus are below the
competitive medium, based upon competitive data. In 1998 Mr. Lilley was
awarded a stock option award, a performance stock award, and related
performance cash award, including partial awards for earlier award cycles to
reflect his promotion and to reflect awards which he was promised in
connection with his acceptance of employment, all of which are shown in the
Long-Term Incentive Grant Table. Based upon the level of achievement of the
Company's earnings and other factors weighted as described earlier in this
report and as described above in the case of Mr. Fry, the Committee awarded
Mr. Lilley an annual bonus for 1998 of $303,942, which is 69% of his full
year's base salary.
In 1998 Mr. Lilley and Mr. Fry were each awarded a stock option award, a
performance stock award, and a related performance cash award, including the
supplemental grants to Mr. Lilley described above. In the aggregate, these
grants were believed to be above the median levels for comparable companies.
Based upon the level of earnings and positive cash flow achieved in 1998, the
performance stock and cash previously awarded to Mr. Lilley and Mr. Fry for
1998 performance were earned at the maximum level.
13
<PAGE>
Tax-Deductibility of Compensation -- The Committee's policy on the tax
deductibility of compensation for the CEO and other executive officers is to
maximize the deductibility, to the extent possible and under normal
conditions, while preserving the Committee's flexibility to maintain
competitive compensation programs and to deal with extraordinary situations.
Some compensation may be mandatorily deferred if it is not currently
deductible, and in other cases affected executives may be encouraged to elect
deferral of compensation that would not be currently deductible. All executive
compensation paid and awarded in 1998 is expected to be fully tax deductible
either currently or in the future by the Company under the Revenue
Reconciliation Act of 1993.
The Committee believes that the compensation program established for the
Company has contributed to retaining and motivating highly qualified
management personnel, and to the significant increase in stockholder value
achieved by the Company since its formation at the end of 1993.
Compensation and Management Development Committee
F. W. Armstrong, Chairman
G. A. Burns January 25, 1999
J. R. Satrum
PERFORMANCE GRAPH
The graph set forth below is based on the assumption that $100 had been
invested in the Company's Common Stock and in each index on December 31, 1993,
with reinvestment of dividends at market prices. The total cumulative dollar
returns represent the value such investments would have had on December 31,
1998.
Five-Year Cumulative Total Stockholder Return
[LINE GRAPH APPEARS HERE]
- --------------------------------------------------------------------------------
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- --------------------------------------------------------------------------------
Cytec $100.0 $294.3 $470.7 $919.7 $1,062.7 $481.1
- --------------------------------------------------------------------------------
S&P 500 $100.0 $101.4 $139.3 $171.2 $228.5 $293.8
- --------------------------------------------------------------------------------
S&P Chemicals $100.0 $115.8 $151.2 $196.2 $242.3 $223.6
- --------------------------------------------------------------------------------
14
<PAGE>
COMPENSATION UNDER RETIREMENT PLANS
The Cytec employees' retirement program provides Cytec employees, including
the officers named in the Summary Compensation Table, with an annual defined
pension benefit upon retirement which is made up of the sum of three
components: (i) a benefit which, in general, is equal to 1.67% of the
retiree's average base salary plus actual annual bonus (up to one-third of
base salary) during the highest five of the last ten years of service (but not
beyond the year 2003) times the number of years of service at Cyanamid,
subject to certain adjustments including a social security offset (this
benefit component does not apply in the case of Mr. Lilley), plus (ii) a
benefit which, in general, is equal to 1.33% of the retiree's base salary plus
actual annual bonus (up to one-third of base salary) for each year of service
at Cytec (for any Cytec employee whose pension calculated as provided in (i)
and (ii) above would exceed the limit on benefits payable from a pension plan
qualified under the Internal Revenue Code, such excess is payable from the
general funds of the Company), plus (iii) for persons whom the Compensation
and Management Development Committee has elected to membership in the
Executive Supplemental Employees Retirement Plan, in case of retirement on or
after age 60 (or earlier in certain circumstances) a supplemental benefit
(also payable from general funds of the Company) calculated by (x) determining
the benefit under the formula under (i) above based on the highest three of
the last ten years of service and utilizing target bonus (not limited to one
third of base salary) instead of actual bonus and (y) crediting to the retiree
additional years of service under the formula described in (ii) above (but not
more than five and not beyond age 65) at a rate of compensation equal to base
salary plus target bonus for the final year of actual service.
The estimated annual pensions payable under this program upon retirement at
age 65 and reflecting the normal form of benefit which includes a 50% joint
and survivor annuity in favor of the retiree's spouse to the five officers
named in the Summary Compensation Table, based upon their current salaries and
annual bonuses, with years of actual service projected to age 65, are: Mr.
Cronin, $171,411; Mr. Fry, $551,236; Mr. Lilley, $108,307; Mr. Jackman,
$141,079; and Mr. Hirsch $128,967.
COMPENSATION OF DIRECTORS
Directors who are employees or who are elected by the holders of Preferred
Stock are not entitled to extra compensation by reason of their directorships
or their attendance at meetings of the Board of Directors of the Company, any
committee of the Board, or of the stockholders. Directors who are not
employees of the Company or of any of its subsidiaries (provided that they are
not elected by the holders of Preferred Stock) are paid a retainer of $20,000
per year. Such directors also receive annual retainers while chairmen ($3,000)
or members ($1,500) of committees of the Board of Directors of the Company on
which such directors serve. Each such director is also paid a fee of $1,500
for attendance at a meeting of the Board of Directors and stockholders of the
Company and a fee of $2,000 (in the case of Committee Chairman) or $1,000 (in
the case of other Committee members) for attending committee meetings, except
that the attendance fees are reduced by 50% of the amounts shown in the case
of special telephonic meetings of the Board and its Committees.
Pursuant to the 1993 Plan, the original non-employee directors (for purposes
of the 1993 Plan, a non-employee director does not include any employee of the
Company or its subsidiaries or affiliates or any director elected by the
holders of the Preferred Stock) received a grant of 7,500 restricted shares of
Common Stock. Each non-employee director who thereafter is elected to serve as
a director of the Company for the first time, will automatically receive a
grant of restricted shares of Common Stock equal to the lesser of (a) 7,500
shares and (b) the shares of Common Stock having a fair market value on the
date the director is duly elected and qualified
15
<PAGE>
of $38,437.50. The restrictions on the shares of Common Stock granted to non-
employee directors lapse one-fifth each year over a five-year period
commencing on the date of grant if the non-employee director continues to be a
director of the Company on each such date. If a non-employee director's
service on the Board terminates before the award is entirely vested, any
portion of the award that is not vested will revert to the Company; provided,
however, that if the non-employee director's service terminates by reason of
death or disability (as defined in the 1993 Plan), then any installment with
respect to which the grantee had commenced (but not completed) serving the
requisite amount of time to vest in such installment, will become vested. If a
director elects to defer vesting until the year following his or her 70th
birthday, as permitted by the 1993 Plan, then during the extended deferral
period there exist certain additional grounds upon which reversion can be
waived. In addition, each non-employee director automatically receives an
option to purchase 4,500 shares of Common Stock at the time of his election to
the Board. In addition, on the date of each annual meeting of stockholders,
each continuing non-employee director will automatically receive an option to
purchase 4,500 shares of Common Stock, unless the Board acts to reduce the
number of shares. All options have an exercise price per share equal to the
fair market value of a share of Common Stock on the date of grant. Generally,
options granted to a non-employee director become exercisable as to one-third
of the shares covered by such options on the first anniversary of the date of
grant, and with respect to an additional one-third of the shares covered by
such options on each of the next two succeeding anniversaries of the date of
grant if the optionee continues to be a director of the Company on each such
date. All options held by non-employee directors, to the extent exercisable
but not exercised, expire on the earlier of (i) the tenth anniversary of the
date of grant or (ii) three years following the optionee's termination of his
or her directorship with the Company. Upon the occurrence of a "Change in
Control" (as defined in the 1993 Plan), all outstanding options held by non-
employee directors become immediately exercisable and all restricted stock
awards become immediately nonforfeitable in full.
The Company has entered into a Deferred Compensation Agreement with Mr. F.
W. Armstrong, pursuant to which receipt of his retainer and attendance fee
amounts is deferred until the year after his 70th birthday or until an earlier
change of control of the Company. Amounts so deferred will bear interest at a
rate equal to the rate paid on ten-year U.S. Treasury Notes, plus 1%. Vesting
of Mr. Armstrong's Restricted Stock is also deferred until the same time, and
is conditioned upon his continuing to serve as a director until such time,
subject to certain exceptions.
Other personal benefit-type compensation for the entire group of directors
and officers is not individually significant or reportable.
INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS
The independent certified public accounting firm of KPMG LLP has audited the
Company's accounts for the fiscal year ended December 31, 1998. The services
provided include an audit of annual financial statements and reviews of
quarterly financial information. A representative of KPMG LLP is expected to
be present at the meeting, and will have an opportunity to make a statement
and to respond to appropriate questions. The Board of Directors expects to
select the independent certified public accounting firm for the 1999 fiscal
year at its July meeting.
16
<PAGE>
TIMELY SUBMISSION OF STOCKHOLDER PROPOSALS
We expect to hold the 2000 annual meeting of stockholders on May 8, 2000.
Proposals which stockholders intend to present at such meeting must be
received by the Company at its executive offices in West Paterson, New Jersey,
by November 22, 1999, for inclusion in its notice, proxy statement and proxy
relating to that meeting. In addition, the Company's By-Laws provide that in
order for any business not specified in the notice of meeting to be properly
brought before a stockholders' meeting by a stockholder, the stockholder must
have given written notice to the Secretary of the Company which must be
received at the principal office of the Company not less than 60 nor more than
90 days prior to the meeting. (If less than 75 days' notice or public
disclosure of the date of the meeting was given, then such notice must be
received by the close of business on the 15th day following the date of notice
or public disclosure of the date of the meeting). The notice must describe the
business desired to be brought before the meeting, the name, record address
and number and class and series of shares owned by the stockholder and any
material interest of the stockholder in such business.
ATTENDANCE AT ANNUAL MEETING
The 1999 Annual Meeting of Stockholders will be held at 11:00 a.m. on May
10, 1999 at the Sheraton Crossroads Hotel, Crossroads Corporate Center,
Mahwah, NJ 07495. Admission to the meeting is limited to stockholders of the
Company or their designated representatives (including "street name"
stockholders who can show that they beneficially owned the Company's Common
Stock on the record date). One admission ticket to the meeting is attached to
the proxy sent to each stockholder. If you intend to attend the meeting,
please detach and retain the admission ticket and check the "will attend" box
on the form of proxy itself to validate the admission ticket. Only ticket-
holders will be admitted to the Annual Meeting.
OTHER MATTERS
The Company will pay the cost of soliciting proxies, including reimbursement
of banks, brokerage firms, custodians, nominees and fiduciaries for their
expenses in sending proxy material to the beneficial owners of Common Stock.
In addition to the use of the mail, proxies may be solicited by employees of
the Company personally, by telephone or by telefax. The Company has engaged
Georgeson & Company Inc. to assist in the solicitation of proxies at a fee of
$6,500 plus reimbursement of its out-of-pocket expenses.
If any further business not described in this Proxy Statement properly comes
before the meeting, the persons named in the enclosed form of proxy will vote,
in their discretion, as recommended by the Board of Directors or, if no
recommendation is given, all in accordance with their best judgment. The
Company did not have notice, in accordance with the By-Law described under
"Timely Submission of Stockholder Proposals," of any additional matter
intended to be brought before the meeting.
E. F. Jackman
Secretary
17
<PAGE>
APPENDIX - Form of Proxy for Edgar Filing Only
[FORM OF PROXY]
[FRONT OF PROXY]
CYTEC INDUSTRIES INC.
ANNUAL MEETING OF COMMON STOCKHOLDERS
May 10, 1999
THIS PROXY IS SOLICITED ON BEHALF OF
THE COMPANY'S BOARD OF DIRECTORS
The undersigned hereby appoints D. Lilley, J. P. Cronin and E. F. Jackman,
and each of them jointly and severally, Proxies with full power of substitution,
to vote as designated on the reverse side and, in their discretion, upon such
other business as may properly come before the meeting, all shares of Common
Stock of Cytec Industries Inc. held of record by the undersigned on March 11,
1999 at the Annual Meeting of Common Stockholders to be held on May 10, 1999 or
any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
TO SERVE AS DIRECTORS. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
SPECIFIED ON THE REVERSE SIDE. IF NO DIRECTION IS GIVEN IN THE SPACE PROVIDED
ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE
DIRECTORS.
(Continue on reverse side)
[REVERSE OF PROXY]
Please mark [X]
Your votes as
Indicated in
This example.
ELECTION OF DIRECTORS:
FOR WITHHOLD To withhold authority to vote for the election
the election AUTHORITY of any individual candidate, write that
of D. D. Fry, to vote for person's name on this line.
J. R. Satrum the election
of Directors
[_] [_] ______________________________________________
Will Attend [_]
Annual Meeting
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
SIGNATURE(S)_________________________
SIGNATURE(S)_________________________ DATE_______________, 1999
Please sign exactly as your name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
