American Materials & Technologies Corp – ‘8-K’ for 7/8/98 – EX-99.1

As of:  Monday, 7/13/98   ·   For:  7/8/98   ·   Accession #:  950135-98-4222   ·   File #:  1-11835

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         American Materials & Technologies Corporation          4     11K 
 2: EX-99.1     Press Release                                          2     10K 

EX-99.1   —   Press Release

EX-99.1
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 Exhibit Index
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Exhibit                                                                         
Number            Description                                                   
------            -----------                                                   

99.1              Press release of Cytec Industries Inc. and                    
      The American Materials & Technologies Corporation,
dated July 9, 1998                          

WEST PATERSON, N.J.--(BUSINESS WIRE)--July 9, 1998--Cytec Industries Inc. (NYSE:
CYT - news) and The American Materials & Technologies Corporation (NASDAQ: AMTK 
- news) announced today that they have signed a definitive agreement for Cytec  
to acquire AMT in an all stock transaction designed to qualify as a tax-free    
reorganization. AMT shareholders will receive the equivalent value of $6.00 per 
share in Cytec shares.                                                          

Based on AMT shares, options and warrants outstanding, and other factors, the   
value in equivalent Cytec share value is approximately $31 million plus the     
assumption of approximately $7 million in debt. AMT had sales in 1997 of        
approximately $30 million.                                                      

The transaction is subject to approval by AMT shareholders, normal governmental 
reviews, and other customary closing conditions. The closing is expected to     
occur in the fourth quarter of this year.                                       

AMT has two operating subsidiaries: Culver City Composites, which is primarily  
involved in advanced composite materials and prepregs for the aerospace         
industry, and Grafalloy, a manufacturer of graphite golf club shafts. Culver    
City's products are considered highly complementary to Cytec's aerospace        
materials and there is the potential for significant cost synergy arising out of
the integration of Culver City's manufacturing facility in Los Angeles, CA with 
Cytec's two aerospace materials manufacturing facilities in Orange County, CA,  
as well as the integration of the two firms' sales, technical service, general  
administrative, and R&D functions.                                              

AMT had total assets of $23.3 million on March 31, 1998. For the quarter ended  
March 31, 1998, AMT achieved sales of $11.7 million, EBITDA (earnings before    
interest, taxes, depreciation and amortization) of $0.9 million, and net income 
of $.08 per share. David Lilley, Cytec's President and Chief Executive Officer, 
stated: "We are pleased to have the opportunity to add AMT to Cytec's existing  
aerospace business. This acquisition is a good strategic fit and will complement
our existing product offerings." Paul W. Pendorf, AMT's President and Chief     
Executive Officer, stated: "We are pleased to bring this value to our           
shareholders. Joining with Cytec will allow us to compete more effectively and  
provide customers with advanced products."                                      

Cytec Industries Inc. is a vertically integrated specialty chemical company     
which focuses on value-added specialty products. The company develops,          
manufactures and markets specialty chemicals, specialty materials and building  
block chemicals serving a broad group of end users,                             

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including aerospace, plastics, coatings, mining, paper, water treatment, and    
automotive industries.                                                          

Through its subsidiaries, The American Materials & Technologies Corporation     
manufactures and markets advanced composite materials for customers in the      
aerospace, defense, transportation, communication, sporting goods, and other    
industries. Products include fabrics, tapes and parts made from graphite,       
fiberglass, aramid, quartz and other fibers impregnated with proprietary resin  
formulations, with special emphasis on high temperature applications, aircraft  
interiors and high performance golf club shafts.                                

Contact:                                                                        

CYTEC                                   AMT                                     
Kumar Shah (analyst contact)            Paul W. Pendorf                         
973/357-3298                            310/841-5275                            
or                                                                  
George Yuro                                                                     
973/357-3319                                                                    

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		7/13/98
		7/9/98		1
For Period End:		7/8/98
		3/31/98		1					10QSB
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