American Materials & Technologies Corp – ‘DEFM14A’ on 9/16/98

As of:  Wednesday, 9/16/98   ·   Accession #:  950123-98-8319   ·   File #:  1-11835

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Definitive Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Merger Proxy Materials                    128    723K 

Document Table of Contents

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT 

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:                                                      

                                                        [Enlarge/Download Table]
                                                                                        
[ ]  Preliminary Proxy Statement                                                        
[X]  Definitive Proxy Statement                                                         
[ ]  Definitive Additional Materials                                                    
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12                      
[ ]  Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

AMERICAN MATERIALS & TECHNOLOGIES CORP. 
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

AMERICAN MATERIALS & TECHNOLOGIES CORP. 
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):                              

[ ]  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:  

        ------------------------------------------------------------------------

(2)  Aggregate number of securities to which transaction applies:     

        ------------------------------------------------------------------------

(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):  

        ------------------------------------------------------------------------

(4)  Proposed maximum aggregate value of transaction:                 

        ------------------------------------------------------------------------
(5)  Total fee paid:                                                  

        ------------------------------------------------------------------------

[X]  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.                   

(1)  Amount Previously Paid:                                          

        ------------------------------------------------------------------------

(2)  Form, Schedule or Registration Statement No.:                    

        ------------------------------------------------------------------------

(3)  Filing Party:                                                    

        ------------------------------------------------------------------------

(4)  Date Filed:                                                      

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                                             As Filed Pursuant to Rule 424(b)(3)
                                    Registration No. 333-62287

THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 
5915 RODEO ROAD 
LOS ANGELES, CA 90016 

                                                               September 8, 1998

Dear Stockholder:                                                               

 You are cordially invited to attend the Special Meeting of Stockholders
(the "Special Meeting") of The American Materials & Technologies Corporation    
("AMT"), which will be held on October 9, 1998 at 10:00 a.m., local time, at the
offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, NY 10019.      

    At the Special Meeting, holders of Common Stock, par value $.01 per share,
of AMT ("AMT Common Stock"), will be asked to consider and vote upon a proposal 
to adopt an Agreement and Plan of Merger among Cytec Industries Inc. ("Cytec"), 
a subsidiary of Cytec (the "Merger Sub") and AMT (as amended, the "Merger       
Agreement"), with respect to the merger of the Merger Sub with and into AMT as  
provided for in the Merger Agreement (the "Merger"). In the Merger, each        
outstanding share of AMT Common Stock (except for treasury stock and stock held 
by Cytec and the 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 as reported on the New York Stock Exchange Composite         
Transaction Tape for the twenty trading days immediately preceding the closing  
date of the Merger (the "Closing Date"). AMT stockholders will receive cash in  
lieu of any fractional shares which would otherwise be issued in the Merger.    

  Wm Sword & Co. Incorporated ("Wm Sword & Co."), AMT's financial advisor,
has rendered its opinion that, as of the date of such opinion, the consideration
to be received by the holders of AMT Common Stock (other than Cytec and its     
affiliates) pursuant to the Merger Agreement is fair from a financial point of  
view to such holders. A copy of this opinion, which sets forth the assumptions  
made, procedures followed, matters considered and limitations on the review     
undertaken by Wm Sword & Co., appears as Annex C to the Proxy                   
Statement/Prospectus.                                                           

 You should read carefully the accompanying Notice of Special Meeting of
Stockholders and the Proxy Statement/Prospectus for details of the Merger and   
additional related information.                                                 

     THE BOARD OF DIRECTORS OF AMT HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT
AND DETERMINED THAT THE MERGER IS IN THE BEST INTERESTS OF AMT AND ITS          
STOCKHOLDERS AND RECOMMENDS THAT THE STOCKHOLDERS OF AMT VOTE FOR THE ADOPTION  
OF THE MERGER AGREEMENT.                                                        

    The affirmative vote of holders of a majority of the outstanding shares of
AMT Common Stock is necessary to adopt the Merger Agreement.                    

I look forward to meeting with those stockholders who are able to be  
present at the Special Meeting; however, whether or not you plan to attend the  
Special Meeting, please complete, sign and date the enclosed proxy card and     
return it promptly in the enclosed postage-paid envelope. If you attend the     
Special Meeting, you may vote in person if you wish, even though you previously 
have returned your proxy card. Your prompt cooperation will be greatly          
appreciated.                                                                    

 Please do not send your stock certificates with your proxy card. If the
Merger Agreement is adopted by the AMT stockholders and the Merger is           
consummated, you will receive a transmittal form and instructions for the       
surrender and exchange of your shares.                                          

Thank you for your cooperation.                                       
              Sincerely,

                   Paul W. Pendorf
             President

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD. 

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON OCTOBER 9, 1998 

TO THE STOCKHOLDERS OF THE AMERICAN MATERIALS & TECHNOLOGIES                    
CORPORATION:                                                                

A special meeting of the stockholders (the "Special Meeting") of The  
American Materials & Technologies Corporation, a Delaware corporation ("AMT"),  
will be held on October 9, 1998 at 10:00 a.m., local time, at the offices of    
Cravath, Swaine & Moore, 825 Eighth Avenue, New York, NY 10019, for the         
following purposes:                                                             

      1. To consider and vote upon a proposal to adopt the Agreement and
Plan of Merger dated as of July 8, 1998, as amended (the "Merger      
     Agreement"), among Cytec Industries Inc., a Delaware corporation ("Cytec"),
     CAM Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of Cytec (the "Merger Sub"), and AMT with respect to the merger of the
   Merger Sub with and into AMT upon the terms and subject to the conditions
     thereof (the "Merger"). Pursuant to the Merger Agreement, AMT will become a
     wholly owned subsidiary of Cytec, and each share of Common Stock, par value
    $.01 per share, of AMT ("AMT Common Stock"), issued and outstanding at the
   effective time of the Merger (except for treasury stock and stock held by
    Cytec and the 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 ("NYSE")   
Composite Transaction Tape for the twenty trading days immediately    
    preceding the closing date of the Merger (the "Closing Date") and rounding
    to the nearest ten-thousandth of a share (the "Merger Consideration"). THE
MERGER IS MORE COMPLETELY DESCRIBED IN THE ACCOMPANYING PROXY         
 STATEMENT/PROSPECTUS, AND A COPY OF THE MERGER AGREEMENT IS ATTACHED AS
ANNEX A THERETO.                                                      

      2. To transact such other business as may properly come before the
Special Meeting or any adjournments or postponements thereof.         

Only holders of record of shares of AMT Common Stock at the close of  
business on August 31, 1998, the record date for the Special Meeting (the       
"Record Date"), are entitled to notice of, and to vote at, the Special Meeting  
and any adjournments or postponements thereof.                                  

     The affirmative vote of the holders of a majority of the outstanding shares
of AMT Common Stock is necessary to adopt the Merger Agreement.                 

    Holders of AMT Common Stock will not be entitled to appraisal rights under
Delaware law as a result of the merger. Appraisal rights will not be available  
under Delaware law because AMT Common Stock was, on the Record Date, designated 
and quoted for trading on both the Nasdaq SmallCap Market and the Pacific Stock 
Exchange and will be converted into shares of Cytec Common Stock, which at the  
effective time of the Merger will be listed on the NYSE.                        

     Certain directors and executive officers of AMT (collectively, the "Selling
Stockholders") who hold AMT Common Stock, representing approximately 16.0% of   
the outstanding shares of AMT Common Stock, have entered into a Stockholders    
Agreement dated as of July 8, 1998, with Cytec, the Merger Sub and AMT, pursuant
to which the Selling Stockholders have agreed to vote their shares of AMT Common
Stock in favor of the Merger, the Merger Agreement and each of the transactions 
contemplated by the Merger Agreement at the Special Meeting and against any     
business combination with a party other than Cytec and the Merger Sub. The      
Stockholders Agreement provides that if the Merger Agreement is terminated under
certain circumstances, then if certain transactions occur within two years of   
such termination whereby the Selling Stockholders receive consideration for     
their AMT Common Stock that is of greater value than the Merger Consideration,  
each Selling Stockholder shall pay to Cytec the difference between such         
consideration and the Merger Consideration.                                     

 WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED    
POSTAGE-PAID ENVELOPE. PLEASE DO NOT SEND ANY                                   

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STOCK CERTIFICATES AT THIS TIME. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT
IS VOTED BY SIGNING AND RETURNING A LATER DATED PROXY WITH RESPECT TO THE SAME  
SHARES, BY FILING WITH THE SECRETARY OF AMT A WRITTEN REVOCATION BEARING A LATER
DATE OR BY ATTENDING AND VOTING AT THE SPECIAL MEETING.                         

                                      By Order of the Board of Directors

                    JAMES L. RUSSELL
                    James L. Russell
             Secretary

Los Angeles, California                                                         
September 8, 1998                                                               

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION                               

PROXY STATEMENT 

------------------------

CYTEC INDUSTRIES INC. 

PROSPECTUS

   This Proxy Statement/Prospectus is being furnished to the stockholders of
The American Materials & Technologies Corporation, a Delaware corporation       
("AMT"), in connection with the solicitation of proxies by the Board of         
Directors of AMT (the "AMT Board") for use at the special meeting of            
stockholders of AMT to be held on October 9, 1998, at 10:00 A.M., local time, at
the offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, NY 10019,  
including any adjournments or postponements thereof (the "Special Meeting").    

At the Special Meeting, the holders of shares of the Common Stock, par
value $.01 per share, of AMT ("AMT Common Stock"), will consider and vote       
whether to adopt the Agreement and Plan of Merger dated as of July 8, 1998, as  
amended (the "Merger Agreement"), among Cytec Industries Inc. ("Cytec"), CAM    
Acquisition Corp., a wholly owned subsidiary of Cytec (the "Merger Sub"), and   
AMT, with respect to the merger of the Merger Sub with and into AMT, upon the   
terms and subject to the conditions thereof (the "Merger"). Pursuant to the     
Merger Agreement, each share of AMT Common Stock issued and outstanding         
immediately prior to the effective time of the Merger (except for treasury stock
and stock held by Cytec and the 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 twenty trading days immediately preceding the closing date of the  
Merger (the "Closing Date") and rounding to the nearest ten-thousandth of a     
share.                                                                          

 The AMT Board recommends that the stockholders of AMT vote to adopt the
Merger Agreement, pursuant to which AMT would become a wholly owned subsidiary  
of Cytec and stockholders of AMT would become stockholders of Cytec.            

    This Proxy Statement/Prospectus also serves as a Prospectus of Cytec under
the Securities Act of 1933 (the "Securities Act") relating to the shares of     
Cytec Common Stock issuable in connection with the Merger or upon subsequent    
exercise of any currently outstanding warrants or options on AMT Common Stock to
buy AMT Common Stock.                                                           

This Proxy Statement/Prospectus and the accompanying form of proxy are
first being mailed to stockholders of AMT on or about September 10, 1998.       

------------------------

THE SECURITIES TO BE ISSUED IN THE MERGER HAVE NOT BEEN APPROVED OR DISAPPROVED 
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION 
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

------------------------

THE DATE OF THIS PROXY STATEMENT/PROSPECTUS IS SEPTEMBER 8, 1998. 

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
Available Information.......................................     1
Incorporation of Certain Documents by Reference.............     2
Summary.....................................................     3
  Special Meeting...........................................     3
  Votes Required............................................     3
  The Merger................................................     4
  Market Price Data.........................................     7
  Cytec Summary Financial Data..............................     8
  AMT Summary Financial Data................................    10
The Special Meeting.........................................    11
  Special Meeting...........................................    11
  Record Date; Shares Entitled to Vote; Votes Required......    11
  Proxies; Proxy Solicitation...............................    12
  The Stockholders Agreement................................    12
Cytec.......................................................    13
AMT.........................................................    14
  Description of AMT's Business.............................    14
  Selected Financial Data...................................    18
  Management's Discussion and Analysis of Financial               
     Condition and Results of Operations....................    19
Recent Developments.........................................    22
The Merger..................................................    23
  Background of the Merger..................................    23
  Recommendation of the AMT Board and Reasons for the             
     Merger.................................................    23
  Opinion of Financial Advisor..............................    24
  Effective Time............................................    29
  Merger Consideration......................................    29
  Exchange Agent; Exchange Procedures; Distributions with         
     Respect to Unexchanged Shares; No Further Ownership          
     Rights in AMT Common Stock; No Fractional Shares;            
     Adjustments............................................    29
  Stock Exchange Listing....................................    31
  Certain Federal Income Tax Consequences...................    31
  Accounting Treatment......................................    32
  Effect on Employee Benefit and Stock Plans................    32
  Interests of Certain Persons in the Merger................    33
  Resale of Cytec Common Stock..............................    34
  Acquisition Proposals.....................................    34
  Right of the AMT Board to Withdraw Recommendation.........    35
  Fees and Expenses.........................................    35
The Merger Agreement........................................    36
  The Merger................................................    36
  Representations and Warranties............................    37
  Conduct of Business Pending the Merger....................    38
  Certain Additional Agreements.............................    39
  Conditions to the Consummation of the Merger..............    40
  Termination, Amendment and Waiver.........................    40
Officers and Directors After the Merger.....................    42
Comparative Stock Prices and Dividends......................    42

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                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
Comparison of Rights of Common Stockholders of Cytec and          
  AMT.......................................................    43
Other Matters...............................................    45
  Regulatory Approvals Required.............................    45
  Certain Litigation........................................    45
Absence of Appraisal Rights.................................    45
Security Ownership of Directors, Executive Officers and           
  Principal Stockholders of AMT.............................    46
Description of Cytec Capital Stock..........................    47
  Authorized Capital Stock..................................    47
  Common Stock..............................................    47
  No Preemptive Rights......................................    47
  Transfer Agent and Registrar..............................    47
  Preferred Stock...........................................    47
Experts.....................................................    49
Legal Matters...............................................    50
Index to Financial Statements...............................   F-1

ANNEXES                                                                         
Annex A  Agreement and Plan of Merger, and Amendment to the Agreement and Plan  
of Merger                                                     
Annex B  Stockholders Agreement                                                 
Annex C  Opinion of Wm Sword & Co. Incorporated                                 

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY  
REPRESENTATION, OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS,  
IN CONNECTION WITH THE SOLICITATION AND THE OFFERING MADE BY THIS PROXY         
STATEMENT/PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION  
SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROXY                 
STATEMENT/PROSPECTUS DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY OR AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES IN ANY       
JURISDICTION IN WHICH SUCH SOLICITATION OR OFFERING MAY NOT LAWFULLY BE MADE.   

NEITHER THE DELIVERY OF THIS PROXY STATEMENT/PROSPECTUS NOR ANY       
DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL IMPLY THAT THERE HAS BEEN NO    
CHANGE IN THE INFORMATION SET FORTH HEREIN (INCLUDING THE ANNEXES HERETO) OR IN 
THE AFFAIRS OF CYTEC OR AMT SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.                               

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

 THIS PROXY STATEMENT/PROSPECTUS (INCLUDING THE INFORMATION INCORPORATED
HEREIN BY REFERENCE) INCLUDES CERTAIN "FORWARD-LOOKING STATEMENTS" FOR PURPOSES 
OF THE SECURITIES ACT AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE  
"EXCHANGE ACT"). SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN      
RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS OF    
AMT, CYTEC AND THE SURVIVING CORPORATION (AS DEFINED HEREIN) TO BE MATERIALLY   
DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR     
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE A
DIFFERENCE ARE: CHANGES IN THE GENERAL ECONOMY; CHANGES IN DEMAND FOR THE       
PRODUCTS OF AMT OR CYTEC OR IN THE COSTS AND AVAILABILITY OF THE RAW MATERIALS  
EACH REQUIRES; THE ACTIONS OF COMPETITORS OF AMT AND CYTEC; THE SUCCESS OF      
CUSTOMERS INCLUDING BUT NOT LIMITED TO THE BUILD RATES IN THE COMMERCIAL AND    
MILITARY AEROSPACE INDUSTRIES; TECHNOLOGICAL CHANGE; CHANGES IN EMPLOYEE        
RELATIONS, INCLUDING POSSIBLE STRIKES; GOVERNMENT REGULATIONS; LITIGATION,      
INCLUDING ITS INHERENT UNCERTAINTY; DIFFICULTIES IN PLANT OPERATIONS AND        
MATERIALS TRANSPORTATION; ENVIRONMENTAL MATTERS; DIFFICULTIES IN COMPLETING     
REMEDIATION OF YEAR 2000 ISSUES BY CYTEC, AMT AND THEIR SUPPLIERS AND CUSTOMERS;
AND OTHER UNFORESEEN CIRCUMSTANCES.                                             

WHEN USED IN THIS PROXY STATEMENT/PROSPECTUS, THE WORDS "BELIEVE",    
"ESTIMATE", "PROJECT", "INTEND", "EXPECT" AND SIMILAR EXPRESSIONS, WHEN USED IN 
CONNECTION WITH AMT, CYTEC, OR THE MERGER SUB, ARE INTENDED TO IDENTIFY SUCH    
FORWARD-LOOKING STATEMENTS. PROJECTIONS AND FORECASTS OF FUTURE FINANCIAL       
PERFORMANCE AND EARNINGS ESTIMATES DESCRIBED HEREIN SHOULD BE CONSIDERED        
FORWARD-LOOKING STATEMENTS. NEITHER AMT NOR CYTEC ASSUMES ANY OBLIGATION TO     
UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT ACTUAL RESULTS, CHANGES IN   
ASSUMPTIONS OR CHANGES IN OTHER FACTORS AFFECTING SUCH FORWARD-LOOKING          
STATEMENTS. READERS ARE CAUTIONED NOT TO RELY ON THE FORWARD-LOOKING STATEMENTS,
WHICH SPEAK ONLY AS OF THE DATE OF THIS PROXY STATEMENT/PROSPECTUS, OR IN THE   
CASE OF ANY ANNEX HERETO, THE DATE OF SUCH ANNEX. ALL WRITTEN OR ORAL           
FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO AMT OR CYTEC ARE EXPRESSLY QUALIFIED 
IN THEIR ENTIRETY BY THE FOREGOING CAUTIONARY STATEMENT.                        

AVAILABLE INFORMATION 

     Cytec and AMT are subject to the informational requirements of the Exchange
Act. In accordance with the Exchange Act, Cytec and AMT file proxy statements,  
reports and other information with the Securities                               
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and Exchange Commission (the "SEC"). This filed material can be inspected and   
copied at the public reference facilities maintained by the SEC at Room 1024,   
450 Fifth Street, N.W., Washington, DC 20549, and at the following Regional     
Offices of the SEC: Chicago Regional Office (Suite 1400, Citicorp Center, 500   
West Madison Street, Chicago, Illinois 60661) and New York Regional Office      
(Seven World Trade Center, 13th Floor, New York, New York 10048). Copies of such
material can be obtained by mail from the Public Reference Section of the SEC,  
450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates. In addition, 
such material can be inspected at the offices of the New York Stock Exchange,   
Inc. (the "NYSE"), 20 Broad Street, New York, New York 10005 for Cytec, and the 
National Association of Securities Dealers, Inc. (the "NASD"), 1735 K Street,   
N.W., Washington, DC 20006 or the Pacific Exchange (the "PE"), 301 Pine Street, 
San Francisco, California 94104 for AMT. The SEC maintains a Web site that      
contains reports, proxy statements and other information filed electronically by
Cytec and AMT with the SEC which can be accessed over the Internet at           
http:/www.sec.gov.                                                              

 Cytec has filed a registration statement on Form S-4 (the "Registration
Statement") with the SEC under the Securities Act with respect to the Cytec     
Common Stock to be issued upon consummation of the Merger or upon subsequent    
exercise of outstanding warrants to buy AMT Common Stock. This Proxy Statement/ 
Prospectus does not contain all the information set forth in the Registration   
Statement and the exhibits thereto, certain portions of which have been omitted 
as permitted by the rules and regulations of the SEC. Copies of the Registration
Statement (including such omitted portions) are available from the SEC upon     
payment at prescribed rates. For further information, reference is made to the  
Registration Statement and the exhibits filed therewith. Statements contained in
this Proxy Statement/Prospectus or in any document incorporated by reference in 
this Proxy Statement/Prospectus relating to the contents of any contract or     
other document referred to herein or therein are not necessarily complete, and  
in each instance reference is made to the copy of such contract or other        
document filed as an exhibit to the Registration Statement or such other        
document, each such statement being qualified in all respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

   The following Cytec documents are incorporated by reference in this Proxy
Statement/Prospectus: (i) Cytec's Annual Report on Form 10-K for the year ended 
December 31, 1997, (ii) Cytec's Form 10-K/A for the year ended December 31,     
1997, (iii) Cytec's Quarterly Reports on Forms 10-Q for the quarterly periods   
ended March 31, 1998 and June 30, 1998, (iv) Cytec's Current Report on Form     
8-K/A dated September 30, 1997, (v) Cytec's Current Reports on Form 8-K dated   
March 18, 1998, April 16, 1998 and May 6, 1998, and (vi) the description of     
Cytec's securities set forth in Cytec's Registration Statements filed pursuant  
to Section 12 of the Exchange Act, and any amendment or report filed for the    
purpose of updating any such description.                                       

   A copy of the Cytec documents incorporated herein by reference (excluding
exhibits unless such exhibits are specifically incorporated by reference into   
the information incorporated herein) that are not presented herein or delivered 
herewith will be provided by first-class mail without charge to each person,    
including any beneficial owner, to whom a Proxy Statement/Prospectus is         
delivered, upon oral or written request of any such person. Requests should be  
directed to Investor Relations, Five Garret Mountain Plaza, West Paterson, New  
Jersey 07424 (telephone (973) 357-3100). In order to ensure timely delivery of  
the documents in advance of the meeting to which this Proxy Statement/Prospectus
relates, any such request should be made by October 1, 1998.                    

   All reports and definitive proxy or information statements filed by Cytec
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent  
to the date of this Proxy Statement/Prospectus and prior to the date of the     
Special Meeting, shall be deemed to be incorporated by reference into this Proxy
Statement/Prospectus from the dates of filing of such documents. Any statement  
contained in a document incorporated or deemed to be incorporated in this Proxy 
Statement/Prospectus shall be deemed to be modified or superseded for purposes  
of this Proxy Statement/Prospectus to the extent that a statement contained     
herein or in any other subsequently filed document that also is or is deemed to 
be incorporated by reference modifies or supersedes such statement. Any such    
statement so modified or superseded shall not be deemed, except as so modified  
or superseded, to constitute a part of this Proxy Statement/Prospectus.         

  All information contained in this Proxy Statement/Prospectus relating to
Cytec or the Merger Sub has been supplied by Cytec, and all information relating
to AMT has been supplied by AMT.                                                

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SUMMARY 

  The following is a summary of certain information contained elsewhere in
this Proxy Statement/ Prospectus. Reference is made to, and this summary is     
qualified in its entirety by, the more detailed information contained elsewhere 
in this Proxy Statement/Prospectus, in the attached Annexes and in the documents
incorporated herein by reference. Stockholders are urged to read carefully this 
Proxy Statement/ Prospectus and the attached Annexes in their entirety.         

SPECIAL MEETING                                                                 

   The Special Meeting will be held at 10:00 a.m., local time, on October 9,
1998, at the offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, NY
10019. Only holders of record of AMT Common Stock at the close of business on   
August 31, 1998 (the "Record Date"), will be entitled to notice of, and to vote 
at, the Special Meeting. At the Special Meeting, holders of AMT Common Stock    
will be asked to consider and vote to adopt the Merger Agreement, a copy of     
which is attached as Annex 1 to this Proxy Statement/ Prospectus, pursuant to   
which the Merger Sub will be merged with and into AMT. AMT will be the surviving
corporation in the Merger (the "Surviving Corporation") and will become a       
wholly-owned subsidiary of Cytec. Holders of AMT Common Stock will also transact
such other business as may properly come before the Special Meeting.            

   Certain directors and executive officers of AMT who hold AMT Common Stock
(the "Selling Stockholders") have entered into a Stockholders Agreement dated as
of July 8, 1998, with Cytec, the Merger Sub and AMT, pursuant to which each has 
agreed: (i) to vote his shares of AMT Common Stock in favor of the Merger, the  
Merger Agreement and each of the transactions contemplated by the Merger        
Agreement at the Special Meeting; (ii) to vote his shares of AMT Common Stock   
against any business combination with a party other than Cytec and the Merger   
Sub; and (iii) in order to secure the performance of the duties of the Selling  
Stockholders under the Stockholders Agreement, to grant an irrevocable proxy to 
certain officers of Cytec to vote such Selling Stockholder's shares of AMT      
Common Stock at the Special Meeting. As of the date of this Proxy               
Statement/Prospectus, the Selling Stockholders hold 717,360 shares, representing
approximately 16.2% of the outstanding shares of AMT Common Stock. Also, the    
Selling Stockholders have agreed that if the Merger Agreement is terminated     
under circumstances where Cytec is entitled to receive the Parent Termination   
Fee (as defined herein), each Selling Stockholder shall pay to Cytec on demand  
an amount equal to the Net Profit (as defined herein) of such Selling           
Stockholder from the consummation of any Transaction Proposal (as defined       
herein) that is consummated within two years of such termination. See "THE      
SPECIAL MEETING -- The Stockholders Agreement", "THE MERGER -- Interests of     
Certain Persons in the Merger" and "THE MERGER -- Fees and Expenses".           

VOTES REQUIRED                                                                  

     The affirmative vote of the holders of a majority of the outstanding shares
of AMT Common Stock is required for the adoption of the Merger Agreement. As of 
the Record Date, there were 4,490,121 shares of AMT Common Stock outstanding, of
which 737,135 shares, representing approximately 16.4% of the outstanding shares
of AMT Common Stock, were beneficially owned by directors and executive officers
of AMT and their affiliates. See "SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE 
OFFICERS". All such directors and executive officers of AMT and their affiliates
have indicated to AMT that they intend to vote all such shares in favor of the  
adoption of the Merger Agreement.                                               

    As a stockholder of AMT, Cytec will be entitled to and intends to vote its
shares in favor of the adoption of the Merger at the Special Meeting. On the    
Record Date, Cytec beneficially owned of record 205,500 shares of AMT Common    
Stock (approximately 4.6% of the then outstanding AMT Common Stock). Cytec has  
since acquired an additional 172,000 shares of AMT Common Stock (approximately  
3.8%) and may from time to time acquire additional shares of AMT in the open    
market or in privately negotiated purchases.                                    

  No action by the stockholders of Cytec is required to effect the Merger.

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THE MERGER                                                                      

     THE PARTIES.  Cytec is a vertically integrated industrial chemicals company
which focuses on value-added specialty products. Cytec's products serve a broad 
group of end users, including the aerospace, plastics, coatings, mining, paper, 
water treatment and automotive industries. Cytec's primary strategic focus is on
value-added specialty chemicals and specialty materials, a significant portion  
of which utilize building block chemicals manufactured by Cytec.                

    Cytec develops, manufactures and markets products in three general product
categories: specialty chemicals, specialty materials and building block         
chemicals. Specialty chemicals include principally water treating, paper and    
mining chemicals, coatings and resin products and polymer additives. Specialty  
materials include principally aerospace materials. Building block chemicals     
include principally acrylonitrile, acrylamide, melamine and methanol. Cytec has 
manufacturing facilities in eight countries and sells its products worldwide.   

The principal executive offices of Cytec are located at Five Garret   
Mountain Plaza, West Paterson, New Jersey 07424. Its telephone number is (973)  
357-3100.                                                                       

 The Merger Sub, a Delaware corporation, is a wholly owned subsidiary of
Cytec formed solely for the purpose of effecting the Merger.                    

AMT, a Delaware corporation, is a manufacturer and seller of advanced 
composites and products made from these materials, providing raw materials to   
parts manufacturers and also manufacturing finished products.                   

    The principal executive offices of AMT are located at 5915 Rodeo Road, Los
Angeles, California 90016. Its telephone number is (310) 841-5200.              

    MERGER CONSIDERATION.  At the effective time of the Merger (the "Effective
Time"), each outstanding share of AMT Common Stock (except for treasury stock   
and stock held by Cytec and the Merger Sub) will be converted into the right to 
receive that number (the "Conversion Number") of validly issued, fully paid and 
nonassessable shares of Cytec Common Stock equal to the amount obtained by      
dividing $6.00 by the Average Cytec Price (as defined herein) and rounding to   
the nearest ten-thousandth of a share. The "Average Cytec Price" will be an     
amount equal to the average per share closing price of Cytec Common Stock, as   
reported on the New York Stock Exchange ("NYSE") Composite Transaction Tape for 
the 20 trading days immediately preceding the Closing Date. No fractional shares
of Cytec Common Stock will be issued in the Merger and holders of shares of AMT 
Common Stock will be entitled to a cash payment in lieu of any such fractional  
shares which would otherwise be issued in the Merger. In connection with signing
the Merger Agreement, Cytec has paid AMT a $500,000 initial fee (the "Initial   
Payment"), which under the Merger Agreement AMT shall refund to Cytec in certain
circumstances.                                                                  

    RECOMMENDATION OF THE AMT BOARD AND REASONS FOR THE MERGER.  THE AMT BOARD
OF DIRECTORS (THE "AMT BOARD") HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT,   
DETERMINED THAT THE MERGER IS IN THE BEST INTERESTS OF AMT AND ITS STOCKHOLDERS 
AND RECOMMENDS THAT THE STOCKHOLDERS OF AMT VOTE FOR THE ADOPTION OF THE MERGER 
AGREEMENT. In reaching this decision to approve the Merger Agreement and        
recommend the Merger, the AMT Board considered a number of factors. See "THE    
MERGER -- Background of the Merger" and "-- Recommendation of the AMT Board and 
Reasons for the Merger".                                                        

 OPINION OF FINANCIAL ADVISOR.  Wm Sword & Co. Incorporated ("Wm Sword &
Co.") has delivered its written opinion dated July 8, 1998, to the AMT Board    
that, as of such date, the consideration to be received by the holders of AMT   
Common Stock pursuant to the Merger Agreement is fair from a financial point of 
view to such holders. The full text of the opinion of Wm Sword & Co., which sets
forth the assumptions made, procedures followed, matters considered and         
limitations on the review undertaken by Wm Sword & Co., is included as Annex 3  
to this Proxy Statement/Prospectus. AMT stockholders are urged to read such     
opinion in its entirety. See "THE MERGER -- Opinion of Financial Advisor".      

   INTERESTS OF CERTAIN PERSONS IN THE MERGER.  As of the date of this Proxy
Statement/Prospectus, directors and executive officers of AMT owned (i) 737,135 
shares of AMT Common Stock (for which they will receive the same consideration  
as other AMT stockholders) and (ii) options to acquire 460,080 shares of AMT    
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Common Stock, which will be treated in the Merger as described below under "THE 
MERGER -- Effect on Employee Benefit and Stock Plans". The Merger Agreement     
provides that certain employees of AMT and its subsidiaries will continue in    
their current capacities for specified minimum periods and that AMT's President 
and Chief Executive Officer and a Vice President of AMT will be offered         
positions with Cytec Fiberite Inc., a wholly owned subsidiary of Cytec. See "THE
MERGER -- Interests of Certain Persons in the Merger".                          

   REGULATORY APPROVALS REQUIRED.  The consummation of the Merger is subject
to the expiration or termination of the relevant waiting period under the       
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR      
Act"). On August 21, 1998, the relevant waiting period terminated. See "OTHER   
MATTERS -- Regulatory Approvals Required".                                      

     CONDITIONS TO THE MERGER.  The obligations of Cytec, the Merger Sub and AMT
to consummate the Merger are subject to the satisfaction or waiver of various   
conditions, including, without limitation, obtaining AMT stockholder approval,  
authorization for listing (upon official notice of issuance) on the NYSE of the 
additional shares of Cytec Common Stock to be issued in connection with the     
Merger and expiration or termination of the HSR Act waiting period applicable to
the Merger. See "THE MERGER AGREEMENT -- Conditions to the Consummation of the  
Merger".                                                                        

    ACQUISITION PROPOSALS.  The Merger Agreement provides that neither AMT nor
any of its subsidiaries shall solicit, initiate or take any action knowingly to 
facilitate or encourage the submission of any Transaction Proposal (as defined  
herein), or agree to or endorse any Transaction Proposal. Under the terms of the
Merger Agreement, AMT also may not enter into or participate in any discussions,
negotiations or agreements regarding any Transaction Proposal, or furnish to any
other person any information with respect to its business, properties or assets 
or any of the foregoing, or otherwise cooperate in any way with, or knowingly   
assist or participate in, facilitate or encourage, any effort or attempt by any 
other person (other than the Merger Sub or Cytec) to do or seek any of the      
foregoing, except in certain limited circumstances. See "THE MERGER --          
Acquisition Proposals".                                                         

  RIGHT OF THE AMT BOARD TO WITHDRAW RECOMMENDATION.  The Merger Agreement
provides that, neither the AMT Board nor any committee thereof shall (i)        
withdraw or modify, or propose publicly to withdraw or modify, in a manner      
adverse to Cytec, the approval or recommendation by the AMT Board or such       
committee of the Merger, the Merger Agreement or the Stockholders Agreement,    
(ii) approve or recommend, or propose publicly to approve or recommend, any     
Transaction Proposal, or (iii) cause AMT to enter into any letter of intent,    
agreement in principle, acquisition agreement or other similar agreement (each, 
a "Company Acquisition Agreement") related to any Transaction Proposal. However,
if at any time prior to the Special Meeting the AMT Board determines in good    
faith, after consultation with its outside counsel, that it is necessary to do  
so in order to comply with its fiduciary duties to AMT's stockholders under     
applicable law, the AMT Board may, subject to the payment of the Parent         
Termination Fee (as defined herein), terminate the Merger Agreement and enter   
into any Company Acquisition Agreement with respect to any Superior Proposal (as
defined herein), but only at a time prior to the Special Meeting and after the  
later of (x) the third business day following notice to Cytec that the AMT Board
is prepared to accept a Superior Proposal and (y) in the event of any amendment 
to the price or any material terms of a Superior Proposal, one business day     
following notice to Cytec of the material terms of such amendment. See "THE     
MERGER -- Right of the AMT Board to Withdraw Recommendation".                   

FEES AND EXPENSES.  If the Merger is not consummated, all costs and   
expenses incurred in connection with the Merger Agreement and the transactions  
it contemplates shall be paid by the party incurring such cost or expense,      
provided that the aggregate cost of printing and mailing the Proxy Statement and
filing the Proxy Statement and the Registration Statement with the Commission   
shall be borne one-half by AMT and one-half by Cytec. However, AMT shall pay to 
Cytec a $2,000,000 termination fee (the "Parent Termination Fee") plus all      
Expenses (as defined herein) upon any of the following events: (i) termination  
of the Merger Agreement by Cytec as provided for in the Merger Agreement if (x) 
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                                                            

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shall have resolved to do any of the foregoing or (y) AMT shall have entered    
into an agreement with respect to a Superior Proposal; (ii) termination of the  
Merger Agreement by AMT as provided for in the Merger Agreement if AMT enters   
into a definitive agreement in respect of a Superior Proposal; (iii) termination
of the Merger Agreement by either Cytec or AMT as provided for in the Merger    
Agreement 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, and prior to such termination a
bona fide Transaction Proposal shall have been made; (iv) termination of the    
Merger Agreement by either Cytec or AMT as provided for in the Merger Agreement 
if the Effective Time shall not have occurred on or before November 15, 1998    
(unless (I) the absence of such occurrence shall be due to the failure of the   
party seeking to terminate the Merger Agreement to perform, in all material     
respects, each of its obligations under the Merger Agreement at or prior to the 
Effective Time or (II) the parties are then unable to close because the         
applicable waiting period under the HSR Act has not then expired or the         
Registration Statement is not then effective), and (x) prior to such termination
a bona fide Transaction Proposal shall have been made and (y) within 18 months  
of such termination an agreement relating to a Transaction Proposal is entered  
into by AMT with any person making such Transaction Proposal; or (v) such       
payments are otherwise required by the section of the Merger Agreement dealing  
with the right of the AMT Board to withdraw its recommendation. See "THE        
MERGER -- Acquisition Proposals", "THE MERGER -- Fees and Expenses", "THE       
MERGER -- Right of the AMT Board to Withdraw Recommendation" and "THE MERGER    
AGREEMENT -- Termination, Amendment and Waiver".                                

    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 the Termination Date (as defined herein) 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 or 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, as described above under "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 and such breach shall
have a material adverse effect on AMT and its subsidiaries taken as a whole; (v)
by AMT if either Cytec or the Merger Sub fails to perform in any material       
respect any of its material obligations under the Merger Agreement and such     
breach 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 as described above under "Right of the AMT Board to Withdraw
Recommendation" and AMT simultaneously with terminating pays Cytec all Expenses 
and the Parent Termination Fee in cash and refunds the Initial Payment; or (vii)
by Cytec or AMT if the required approval of the stockholders of AMT is not      
obtained. See "THE MERGER -- Termination, Amendment and Waiver".                

ABSENCE OF APPRAISAL RIGHTS.  In accordance with Section 262 of the   
Delaware General Corporation Law (the "DGCL"), holders of AMT Common Stock are  
not entitled to appraisal rights in connection with the Merger. See "ABSENCE OF 
APPRAISAL RIGHTS".                                                              

 CERTAIN FEDERAL INCOME TAX CONSEQUENCES.  The Merger Agreement provides
that Foley, Hoag & Eliot LLP, counsel to AMT, will deliver to AMT its opinion to
the effect that for Federal income tax purposes the Merger will constitute a    
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"). Accordingly, (i) no income, gain or loss will 
be recognized by Cytec, the Merger Sub, or AMT in the Merger, and (ii) no       
income, gain or loss will be recognized by the stockholders of AMT upon receipt 
of Cytec Common Stock in exchange for their AMT Common Stock, except that a     
holder of AMT Common Stock who receives cash in lieu of a fractional share of   
Cytec Common Stock will recognize gain or loss equal to the difference between  
the amount of such cash and the tax basis allocated to such                     

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stockholder's fractional share of Cytec Common Stock. See "THE MERGER -- Certain
Federal Income Tax Consequences".                                               

ACCOUNTING TREATMENT.  The Merger will be accounted for under the     
"purchase" method of accounting, in accordance with generally accepted          
accounting principles ("GAAP"). See "THE MERGER -- Accounting Treatment".       

MARKET PRICE DATA                                                               

    Cytec Common Stock is listed for trading on the NYSE (symbol: CYT) and AMT
Common Stock is quoted on both the Nasdaq SmallCap Market (symbol: AMTK) and the
Pacific Exchange (Symbol: MTK).                                                 

   The following table sets forth the high and low sales prices per share of
Cytec Common Stock on the NYSE Composite Transaction Tape and of AMT Common     
Stock on the Nasdaq SmallCap Market on July 8, 1998, the last trading day before
announcement of the Merger Agreement, and on September 3, 1998, the last trading
day before the filing of this Proxy Statement/Prospectus:                       

                                                                [Download Table]

                                                   CYTEC             AMT          
                                                COMMON STOCK     COMMON STOCK     
                                                ------------     ------------     
                                                HIGH     LOW     HIGH     LOW     
                                                ----     ---     ----     ---     
                                                                                  
July 8, 1998...................................  43 7/8  43 9/16   3 1/16  2 3/4  
September 3, 1998..............................  25 3/4  23        5 1/8   4 15/16

See "COMPARATIVE STOCK PRICES AND DIVIDENDS".                                   

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CYTEC SUMMARY FINANCIAL DATA                                                    

     The following table presents summary historical consolidated financial data
for Cytec. The summary historical consolidated financial data are derived from  
Cytec's historical consolidated financial statements. The information set forth 
below should be read in conjunction with such historical consolidated financial 
statements and the notes thereto. The historical consolidated financial         
statements of Cytec have been audited for each of the five years in the period  
ended December 31, 1997. The historical consolidated financial statements of    
Cytec for the six months ended June 30, 1997 and June 30, 1998 are unaudited.   
However, in Cytec's opinion, such statements reflect all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of Cytec's   
financial position and results of operations for such period. The results of    
operations for Cytec for the six months ended June 30, 1998 may not be          
indicative of results of operations to be expected for a full year.             

CYTEC INDUSTRIES INC. AND SUBSIDIARIES(1) 

SUMMARY FINANCIAL DATA

                                                        [Enlarge/Download Table]

                                                                                          SIX MONTHS ENDED      
                                             YEAR ENDED DECEMBER 31,                          JUNE 30,          
                             --------------------------------------------------------    -------------------    
                               1997        1996       1995       1994        1993         1998       1997       
                             --------    --------   --------    -------   -----------    -------   ---------    
                                      (IN MILLIONS, EXCEPT PER SHARE DATA, RATIOS AND PERCENTAGES)              
                                                                                                                
OPERATING RESULTS:(2)                                                                                           
Net sales..................  $1,290.6    $1,259.6   $1,260.1    1,101.3       1,008.1      734.0       622.0    
Gross profit...............     359.7(3)    361.5      347.9      283.4          48.2      225.0       167.9(4) 
Selling and technical                                                                                           
  services, administrative                                                                                      
  and general expenses and                                                                                      
  amortization of                                                                                               
  acquisition                                                                                                   
  intangibles..............     195.8(5)    186.1      181.6      176.0         177.5      106.2        91.6    
Research and process                                                                                            
  development expenses.....      44.7(6)     40.2       44.2       40.0          42.7       22.3        21.0    
Earnings (loss) from                                                                                            
  operations...............     119.2       135.2      122.1       67.4        (172.0)(7)    96.5       55.3    
Equity in earnings of                                                                                           
  associated companies.....      12.3        24.8       24.6       16.4          23.8       11.2         8.5    
Earnings (loss) before                                                                                          
  cumulative effect of                                                                                          
  accounting changes.......     113.6(8)    100.1      282.2(9)    56.1        (285.7)(10)    65.7      54.7(11)
Cumulative effect of                                                                                            
  accounting change........        --          --         --         --        (219.8)(12)      --        --    
Net earnings (loss)........     113.6       100.1      282.2       56.1        (505.5)      65.7        54.7    
Dividends on preferred                                                                                          
  stock....................        --          --       10.7       14.6           0.6         --          --    
Excess of repurchase price                                                                                      
  over related book value                                                                                       
  of Series A Preferred                                                                                         
  Stock and Series B                                                                                            
  Preferred Stock..........        --          --      195.2(13)      --           --         --          --    
Net earnings (loss)                                                                                             
  available to common                                                                                           
  stockholders.............     113.6       100.1       76.3       41.5        (506.1)      65.7        54.7    
Net earnings per common                                                                                         
  share                                                                                                         
  Basic....................  $   2.50    $   2.13   $   1.98       1.12            --       1.45        1.20    
  Diluted..................      2.39        2.03       1.50        .88            --       1.38        1.15    
Share base for earnings per                                                                                     
  share                                                                                                         
  Basic....................      45.5        47.0       38.5       36.8            --       45.5        45.5    
  Diluted..................      47.6        49.3       54.5       54.4            --       47.5        47.6    

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                                                        [Enlarge/Download Table]

                                                                                         SIX MONTHS ENDED  
                                            YEAR ENDED DECEMBER 31,                          JUNE 30,      
                            --------------------------------------------------------    -------------------
                              1997        1996       1995       1994        1993         1998       1997   
                            --------    --------   --------    -------   -----------    -------   ---------
                                     (IN MILLIONS, EXCEPT PER SHARE DATA, RATIOS AND PERCENTAGES)          
                                                                                                           
BALANCE SHEET DATA (AT                                                                                     
  PERIOD END):                                                                                             
Cash and cash                                                                                              
  equivalents.............. $    6.4    $   20.4   $   12.0       97.7          43.5       24.4        22.7
Total assets...............  1,614.1     1,261.1    1,293.8    1,199.4       1,082.1    1,703.1     1,183.6
Long-term debt.............    324.0        89.0       66.0         --            --      359.4        26.0
Total stockholders'                                                                                        
  equity...................    387.4       314.4      342.9       83.3          31.4      429.5       319.8

---------------                                                                 
(1) With respect to periods prior to December 17, 1993, the effective date of 
the transfer of substantially all the assets and liabilities of the   
    chemicals business of American Cyanamid Company ("Cyanamid") to Cytec, the
term "Cytec" refers to the chemicals business of Cyanamid.            

 (2) Cytec has not declared cash dividends on common stock in any of the periods
presented.                                                            

(3) Includes restructuring and other charges of $34.6 relating primarily to   
manufacturing sites located in Fortier, Louisiana; Willow Island, West
Virginia; Botlek, The Netherlands; and Linden, New Jersey.            

(4) Includes restructuring and other charges of $18.6 relating primarily to   
manufacturing sites located in Botlek, The Netherlands and Linden, New
Jersey.                                                               

(5) Includes restructuring and other charges of $5.8 relating to sales force, 
     customer service and corporate headquarters restructuring, costs related to
 the integration of Fiberite and costs for reorganizing the legal entity
structure in Europe.                                                  

(6) Includes restructuring and other charges of $2.0 related to the reduction 
of corporate research and development overhead and the write-off of   
in-process research and development acquired from Fiberite.           

(7) Includes provisions for environmental remediation of 162.3.               

(8) Includes, in addition to the charges referred in notes 3, 5 and 6 above, a
    pre-tax gain of $22.3 relating primarily to the divestiture of the acrylic
   fibers product line in the first quarter of 1997, pre-tax charges of $9.0
for reducing the carrying amount of Conap to net realizable value and 
   expected losses on certain other assets being held for sale and a pre-tax
 charge of $1.0 for upfront costs to fund the Fiberite Acquisition. Also
includes a gain of $24.4 resulting from the reversal of the remaining 
previously established tax valuation allowance.                       

 (9) Includes $193.0 resulting from the reversal of a previously established tax
valuation allowance.                                                  

(10) In addition to the charges discussed in Note 7 above, a valuation allowance
     of $193.5 was recorded as part of the 1993 income tax provision relating to
     certain deferred tax assets existing as of December 31, 1993. An additional
 allowance of $12.7 was also established relating to certain liabilities
  transferred to the Company by Cyanamid at the time of the spin-off. This
  additional allowance did not affect the income tax provision. Subsequent
adjustments in 1994 and 1995 to the tax basis of certain assets and   
     liabilities assumed from Cyanamid at the time of the spin-off increased the
     valuation allowance by $11.2 but did not affect the income tax provision in
either year.                                                          

(11) In addition to the charges discussed in Note 4 above, includes a pre-tax   
   gain of $22.3 relating primarily to the divestiture of the acrylic fibers
product line.                                                         

(12) Includes a charge of $230.4 related to the adoption of SFAS No. 106,       
    "Accounting for Postretirement Benefits Other Than Pensions" and a benefit
  of $10.6 related to the adoption of SFAS No. 109, "Accounting for Income
Taxes".                                                               

(13) Represents a charge to retained earnings in the fourth quarter of 1995 for 
    the excess of repurchase price over the related book value upon repurchase
of the Series A Preferred Stock and Series B Preferred Stock.         

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AMT SUMMARY FINANCIAL DATA                                                      

     The following table presents summary historical consolidated financial data
for AMT. The summary historical consolidated financial data are derived from the
historical consolidated financial statements of AMT. The information set forth  
below should be read in conjunction with such historical financial statements   
and the notes thereto. The historical consolidated financial statements of AMT  
have been audited for each of the two years in the period ended December 31,    
1997 and for the period from March 29, 1995 (inception) to December 31, 1995.   
The historical consolidated financial statements for the six months ended June  
30, 1998 and for the six months ended June 30, 1997 are unaudited. However, in  
AMT's opinion, such statements reflect all adjustments, consisting of normal    
recurring adjustments, necessary for a fair presentation of AMT's financial     
position and results of operations for such periods. The results of operations  
for the six months ended June 30, 1998 may not be indicative of results of      
operations to be expected for a full year.                                      

THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION AND SUBSIDIARIES

SUMMARY FINANCIAL DATA

                                                        [Enlarge/Download Table]

                                                                            SIX MONTHS ENDED 
                                             YEAR ENDED DECEMBER 31,            JUNE 30,     
                                          -----------------------------    ------------------
                                           1997       1996      1995(1)     1998       1997  
                                          -------    -------    -------    -------    -------
                                               (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)      
                                                                                             
OPERATING RESULTS(2):                                                                        
Net sales................................ $30,386    $22,411    $   616    $23,171    $16,548
Income (loss) from operations(3).........  (5,616)     1,505       (259)     1,258        741
Income (loss) before income taxes........  (6,124)     1,202       (277)       910        826
Income tax expense (benefit).............    (230)       239         --         --        119
Income (loss) before extraordinary                                                           
  item...................................  (5,894)       963       (277)       910        707
Net income (loss)........................  (5,894)       934       (277)       910        707
Basic income (loss) per share:                                                               
  Income (loss) before extraordinary                                                         
     item................................   (1.35)      0.35       0.18       0.21       0.16
  Net income (loss)......................   (1.35)      0.34       0.18       0.21       0.16
Diluted income (loss) per share:                                                             
  Income (loss) before extraordinary                                                         
     item................................   (1.35)      0.33       0.18       0.19       0.16
  Net income (loss)......................   (1.35)      0.32       0.18       0.19       0.16
Weighted average number of shares:                                                           
  Basic..................................   4,352      2,729      1,517      4,400      4,338
  Diluted................................   4,352      2,956      1,517      4,730      4,506
BALANCE SHEET DATA (AT PERIOD END):                                                          
Cash and cash equivalents................ $    92    $ 4,655    $   174    $   103    $     0
Working capital..........................  (1,096)     6,774     (2,449)       866      3,360
Total assets.............................  23,059     15,695      9,429     22,431     24,620
Long-term debt...........................   4,205        336      2,164      4,467      5,325
Total stockholders' equity (deficit).....   6,630     11,608        (65)     7,997     13,121

---------------                                                                 
(1) Period from March 29, 1995 (inception) to December 31, 1995.                

(2) AMT has not declared cash dividends in any of the periods presented.        

(3) Includes unusual item expense of $3,845 in 1997.                            

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THE SPECIAL MEETING 

SPECIAL MEETING                                                                 

   This Proxy Statement/Prospectus is being furnished to AMT stockholders in
connection with the solicitation by the AMT Board of proxies for use at the     
Special Meeting to be held on October 9, 1998 at 10:00 a.m. local time, at the  
offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, NY 10019.      

    At the Special Meeting, holders of AMT Common Stock will consider and vote
upon a proposal to adopt the Merger Agreement. The Merger Agreement provides    
that, upon the terms and subject to the conditions thereof, the Merger Sub will 
be merged with and into AMT and AMT will become a wholly owned subsidiary of    
Cytec. Each share of AMT Common Stock issued and outstanding immediately prior  
to the Merger 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.                                                              

     No fractional shares of Cytec Common Stock will be issued in the Merger. In
lieu of any such fractional shares, each holder of AMT Common Stock who         
otherwise would be entitled to receive a fractional share of Cytec Common Stock 
pursuant to the Merger Agreement will be paid an amount in cash, without        
interest, equal to such holder's fractional part of a share of Cytec Common     
Stock, if any, multiplied by the Average Cytec Price. Cytec will make available 
to the Exchange Agent from time to time, as needed, cash sufficient to pay cash 
in lieu of fractional shares.                                                   

 THE AMT BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, DETERMINED
THAT THE MERGER IS IN THE BEST INTERESTS OF AMT AND ITS STOCKHOLDERS, AND       
RECOMMENDS THAT THE STOCKHOLDERS OF AMT VOTE FOR THE ADOPTION OF THE MERGER     
AGREEMENT. SEE "THE MERGER -- BACKGROUND OF THE MERGER" AND "THE                
MERGER -- RECOMMENDATION OF THE AMT BOARD AND REASONS FOR THE MERGER".          

    For a discussion of (i) the interests that certain directors and executive
officers of AMT have with respect to the Merger that are different from, or in  
addition to, the interests of stockholders of AMT generally and (ii) information
regarding the treatment of options and warrants to purchase AMT Common Stock and
other rights of certain directors and executive officers of AMT (See "-- The    
Stockholders Agreement", "THE MERGER -- Interests of Certain Persons in the     
Merger" and "THE MERGER -- Effect on Employee Benefit and Stock Plans"). Such   
interests, together with other relevant factors, were considered by the AMT     
Board in making its recommendation and approving the Merger Agreement.          

     The Board of Directors of Cytec (the "Cytec Board") has approved the Merger
Agreement and the issuance of Cytec Common Stock in the Merger, and the Board of
Directors of the Merger Sub, and Cytec, as the sole stockholder of the Merger   
Sub, have respectively approved and adopted the Merger Agreement. No action by  
Cytec's stockholders is required to effect the Merger.                          

RECORD DATE; SHARES ENTITLED TO VOTE; VOTES REQUIRED                            

August 31, 1998 has been fixed as the Record Date for determining the 
holders of AMT Common Stock who are entitled to notice of and to vote at the    
Special Meeting. As of the close of business on the Record Date, there were     
4,490,121 shares of AMT Common Stock outstanding and entitled to vote. The      
holders of record on the Record Date of AMT Common Stock are entitled to one    
vote per share of AMT Common Stock on each matter submitted to a vote at the    
Special Meeting. The presence in person or by proxy of the holders of a majority
of AMT Common Stock entitled to vote is necessary to constitute a quorum for the
transaction of business at the Special Meeting. Under the DGCL, the affirmative 
vote of at least a majority of the outstanding shares of AMT Common Stock is    
required for adoption of the Merger Agreement. Abstention from voting will have 
the practical effect of voting against the adoption of the Merger Agreement     
since a vote to abstain represents one less vote for such adoption.             

 As of the Record Date, 737,135 (approximately 16.4%) of the outstanding
shares of AMT Common Stock were beneficially owned by directors and executive   
officers of AMT and their affiliates. All such directors and executive officers 
have indicated to AMT that they intend to vote all such shares in favor of the  
adoption of the Merger Agreement. See "-- The Stockholders Agreement". On the   
Record Date, Cytec                                                              
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beneficially owned of record 205,500 (approximately 4.6%) of then outstanding   
shares of AMT Common Stock and intends to vote all such shares in favor of the  
Merger Agreement. Cytec has since acquired an additional 172,000 shares of AMT  
Common Stock (approximately 3.8%) and may from time to time acquire additional  
shares of AMT in the open market or in privately negotiated purchases.          

PROXIES; PROXY SOLICITATION                                                     

Shares of AMT Common Stock represented by properly executed, unrevoked
proxies received at or prior to the Special Meeting will be voted at the Special
Meeting in accordance with the instructions contained therein. Shares of AMT    
Common Stock represented by properly executed, unrevoked proxies for which no   
instruction is given will be voted FOR adoption of the Merger Agreement. AMT    
stockholders are requested to complete, sign, date and return promptly the      
enclosed proxy card in the postage-paid envelope provided for this purpose to   
ensure that their shares are voted. An AMT stockholder may revoke a proxy by    
submitting a later dated proxy with respect to the same shares at any time prior
to the vote on the adoption of the Merger Agreement, by delivering written      
notice of revocation to the Secretary of AMT at any time prior to such vote or  
by attending the Special Meeting and voting in person. Mere attendance at the   
Special Meeting will not in and of itself revoke a proxy.                       

   If the Special Meeting is postponed or adjourned for any reason, when the
Special Meeting is convened or reconvened, all proxies will be voted in the same
manner as such proxies would have been voted at the original convening of the   
meeting (except for any proxies which have theretofore effectively been revoked 
or withdrawn), notwithstanding the possibility that they may have been          
effectively voted on the same or any other matter at a previous meeting.        

   In addition to solicitation by mail, directors, officers and employees of
AMT may solicit proxies by telephone, telegram or otherwise. Such directors,    
officers and employees of AMT will not be additionally compensated for such     
solicitation but may be reimbursed for out-of-pocket expense incurred in        
connection therewith. Brokerage firms, fiduciaries and other custodians who     
forward soliciting material to the beneficial owners of shares of AMT Common    
Stock held of record by them will be reimbursed for their reasonable expenses   
incurred in forwarding such material.                                           

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,                                             

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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").                                          

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.           

CYTEC 

     Cytec is a vertically integrated industrial chemicals company which focuses
on value-added specialty products. Cytec's products serve a broad group of end  
users, including the aerospace, plastics, coatings, mining, paper, water        
treatment and automotive industries. Cytec's primary strategic focus is on      
value-added specialty chemicals and specialty materials, a significant portion  
of which utilize building block chemicals manufactured by Cytec.                

    Cytec develops, manufactures and markets products in three general product
categories: specialty chemicals, specialty materials and building block         
chemicals. Specialty chemicals include principally water treating, paper and    
mining chemicals, coatings and resin products and polymer additives. Specialty  
materials include principally aerospace materials. Building block chemicals     
include principally acrylonitrile, acrylamide, melamine and methanol. Cytec has 
manufacturing facilities in eight countries and sells its products worldwide.   

For a description of Cytec's business, see Cytec's filings with the   
Securities and Exchange Commission which are incorporated by reference into this
Prospectus/Proxy Statement.                                                     

The principal executive offices of Cytec are located at Five Garret   
Mountain Plaza, West Paterson, New Jersey 07424. Its telephone number is (973)  
357-3100.                                                                       

 The Merger Sub, a Delaware corporation, is a wholly owned subsidiary of
Cytec formed solely for the purpose of effecting the Merger.                    

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AMT 

DESCRIPTION OF AMT'S BUSINESS                                                   

    The following is a general discussion of the business of AMT as a separate
company and does not specifically contemplate the effect of the Merger.         

The Company                                                                 

     AMT was incorporated in Delaware in March 1995. AMT had no operations until
December 19, 1995, when it acquired Structural Polymer Systems, Inc. (renamed   
Culver City Composites Corporation ("CCCC")), a manufacturer of advanced        
composites. In November 1996, AMT acquired 63% of the outstanding shares of     
Carbon Design Partnership Limited ("Carbon Design"), a design and fabrication   
business located in Totnes, Devon, UK which has subsequently been placed in     
voluntary liquidation. On February 27, 1997, AMT purchased all of the assets of 
Grafalloy L.P. ("Grafalloy"), a manufacturer of graphite golf club shafts.      

  Through its subsidiaries, AMT manufactures and sells advanced composites
and products made from these materials. Advanced composites are a combination of
high performance reinforcement fabrics or fibers (such as fiberglass, carbon, or
aramid) and a polymer (such as epoxy, phenolic, or polyimide). The combination  
of high performance reinforcement fabrics or fibers with polymers forms an      
advanced composite with exceptional structural and/or performance properties.   
AMT provides raw materials to parts manufacturers and also manufactures finished
parts.                                                                          

    The principal executive offices of AMT are located at 5915 Rodeo Road, Los
Angeles, California 90016. Its telephone number is (310) 841-5200.              

Business                                                                    

     PREPREG BUSINESS.  Through its subsidiary, CCCC, AMT coats or impregnates a
variety of fabrics or fibers with polymers to produce "prepreg," an advanced    
composite which is molded into parts for use in a variety of aerospace, defense,
industrial and recreational products. AMT's prepreg business competes in three  
major product lines and in a variety of specialized products. These lines       
include aircraft interiors, high temperature resin systems used in aircraft     
engines and ablative products used in missiles. AMT believes that CCCC is the   
leader in sales of advanced composites containing the high temperature resin    
system PMR-15 for jet engine applications, as well as being a leading supplier  
of advanced composites used in aircraft interiors. Prepreg sales represented 69%
of AMT's total revenues in 1997.                                                

   AMT estimates that the total worldwide market for advanced composites was
approximately $900 million in 1997, with more than half of those sales in North 
America. The market growth rate for advanced composites of the type produced by 
AMT's prepreg business has, in the past, been closely correlated to the overall 
build rate of commercial and military aircraft because these customers          
constitute by far the largest source of demand. AMT believes this will continue 
to be the case for the next several years, as the advantages of lower weight and
resulting fuel economy will cause aircraft manufacturers to use increasing      
amounts of advanced composite materials, particularly in newer models and       
development programs. For example, recently developed military aircraft such as 
the stealth fighter, F-22, and B-2 bomber and commercial aircraft such as the   
Boeing 777 and the Airbus 321, 330 and 340 models contain a higher percentage by
weight of advanced composites than the older aircraft they replace.             

     Orders for commercial aerospace materials generally lag behind the award of
contracts for new aircraft by a considerable period. Thus, the cycle of new     
aircraft procurement normally does not have an impact on aerospace orders       
received by AMT for about one to three years.                                   

In the defense aerospace markets, manufacturers of advanced composites
generally are selected to supply a particular advanced composite material as    
much as one to four years ahead of its actual use in production by the customer.
Typically, a lengthy development and testing process is required before the     
advanced composite is deemed "qualified" as meeting the customer's              
specifications. In aircraft production, this process can require                
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approval of finished parts by the Federal Aviation Administration. AMT has      
qualified its advanced composites to meet over 200 specifications for use in the
defense, aerospace, and communications markets.                                 

   AMT sells its prepreg products to the aerospace, communications, defense,
and recreation markets. Major customers include: The Boeing Company, General    
Electric Company, Lockheed Martin Corporation, the Aerojet division of GenCorp  
Inc., and Airbus Industrie.                                                     

Important materials produced by AMT include:                          

  S-2(R) AND E-TYPE FIBERGLASS PREPREGS.  These materials are low-cost and
lightweight, exhibit high strength, and are used in overhead bins, seats,       
lavatories, and other items in aircraft and train interiors.                    

CARBON FIBER-BASED PREPREGS.  These materials exhibit superior        
strength-to-weight ratios compared to glass materials and are used in similar   
interior applications, as well as in floor panels which require greater strength
characteristics, aircraft engine components where both strength and heat        
resistance are key attributes, and in primary and secondary structure           
applications.                                                                   

    ARAMID, QUARTZ, CERAMIC PREPREGS.  Aramid fiber is exceptionally resistant
to impact and is used in aircraft and various armor protection applications.    
Quartz and ceramic fibers are resistant to extremely high temperatures and are  
used in various aerospace and general industrial applications including engine  
and missile components.                                                         

     Approximately 30% of AMT's prepreg sales in 1997 and 1996 were derived from
contracts where AMT is the sole source supplier. Sales to AMT's two largest     
prepreg customers, Boeing and General Electric, accounted for 19% and 31% of    
consolidated sales in 1997 and 1996, respectively. AMT believes that the loss of
any of its principal prepreg customers would have a materially adverse effect on
AMT.                                                                            

  AMT advertises in trade magazines, provides press releases and publicity
for trade newsletters, solicits business through both domestic and foreign      
employee sales personnel and independent domestic and foreign sales             
representatives, and attends and exhibits at major international trade shows as 
a means of developing existing and new business. In cases where two or more     
companies are qualified on a given product, business is generally obtained      
through competitive bidding.                                                    

  AMT has agreements with two other companies to develop and commercialize
new resin systems for prepreg applications. SuperImide 800 is designed to       
exhibit superior high temperature resistance in aerospace and military          
applications. Siloxirane is designed to exhibit superior chemical, abrasion and 
high temperature resistance for use in aerospace, military and industrial       
applications. These polymers are currently in the development stage and have not
been introduced commercially to the market. PETI-5, under license from NASA, is 
under laboratory development for applications such as the proposed High Speed   
Civil Transport airplane.                                                       

  In October 1997, AMT entered into a joint venture agreement with Schappe
Techniques Sarl of France to produce and market Modlite Select(TM) (trademark   
pending), a family of high-performance, low-cost carbon fiber yarns and fabrics 
currently under development. Strategic marketing of these products began in     
January 1998.                                                                   

GRAPHITE GOLF SHAFT BUSINESS.  On February 27, 1997, AMT, through its 
wholly owned subsidiary Grafalloy Corporation, acquired all of the assets and   
assumed certain liabilities of Grafalloy. Grafalloy develops, manufactures and  
sells high performance, high quality graphite golf shafts. Grafalloy specializes
in the development of innovative shafts and manufactures a wide variety of      
graphite shaft models that range in weight, torque, and stiffness designed to   
meet the needs of players of various ages and skill levels. Sales of graphite   
golf shafts accounted for 28% of AMT's total sales in 1997.                     

    On July 30, 1998, AMT announced that it had signed a non-binding letter of
intent with Cornerstone Equity Investors, LLC for the sale of Grafalloy         
Corporation. The letter of intent contains a purchase price of approximately    
$7.5 million. The sale of Grafalloy Corporation is scheduled to occur after the 
Effective Time of the Merger but is not, under the letter of intent, conditioned
on the consummation of the Merger. AMT anticipates that it will incur a loss of 
approximately $1.5 million in connection with this sale. No assurance can       

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be given that this transaction will be consummated, or that it will be          
consummated on the terms set forth in the letter of intent. See "Recent         
Developments".                                                                  

DESIGN & FABRICATION BUSINESS.  AMT, through its majority-owned joint 
venture, Carbon Design, performed design engineering and custom manufacture of  
advanced composite parts using a variety of proprietary manufacturing processes 
and technologies. Carbon Design produced a variety of custom designed parts for 
industrial, sporting and recreational uses. This design and fabrication business
accounted for less than 3% of AMT's revenues in 1997. In March 1998 AMT decided 
to discontinue financial support of the joint venture. The business was placed  
in voluntary liquidation and is being dissolved pursuant to English law.        

  COMPETITION.  AMT encounters significant competition in domestic markets
from a number of well-established manufacturers in each of its product lines,   
and from foreign sources for some products. In most product markets AMT faces   
competition from other manufacturers that have larger market shares or other    
competitive advantages.                                                         

    To AMT's knowledge, in the global aerospace and defense markets, it is the
fourth-largest manufacturer of advanced composite prepregs. Depending upon the  
material and markets, relevant competitive factors in the prepreg business      
include price, delivery, service, quality, and product performance. AMT's       
ability to compete effectively in the prepreg business depends on, among other  
things, its products' functional features and upon the ability of AMT to attract
and retain qualified personnel, to maintain and expand the capabilities of its  
technologies, to sell existing products to new customers, to develop new        
products for existing customers, to service its products, and to expand its     
sales force or enter into satisfactory arrangements for the marketing of its    
products.                                                                       

Sources of Supply                                                           

     Worldwide aircraft production has increased substantially over the past two
years and is expected to remain at these higher levels for several years.       
Increased production is expected to increase the demand for glass, carbon and   
other fibers. There are a limited number of worldwide suppliers of aerospace    
grade and other advanced composite fibers, including Owens Corning Fiberglass   
Corporation and PPG Industries, Inc. for fiberglass; Hexcel Corporation, Amoco  
Performance Products, Inc., Toho Carbon Fibers, Inc., Toray International, Inc. 
and certain licensees of these companies for carbon; and E. I. Dupont de Nemours
& Co. and Akzo Nobel for aramid fibers. All of these companies supply fibers    
which go into AMT's products. Due to increased aircraft manufacture and an      
increasing use of advanced composite materials in other industrial and          
recreational products, there can be no assurance that future supplies of these  
fibers will be adequate to meet overall industry demand or that prices will     
remain stable. Supply has been adversely impacted at times by strong demand in  
the electronics and other markets. Carbon fiber is currently in a worldwide     
shortage and is being allocated to certain markets by suppliers. However,       
significant increases in capacity have been announced which are expected to     
begin to come on stream in 1998.                                                

AMT purchases woven fabric for its prepreg business from a number of  
manufacturers, including BGF Industries, Inc., Clark Schwebel, Inc., Hexcel     
Corporation, and JPS Glass Fabrics, Inc. One supplier accounted for over 70% of 
total fabric supply for the prepreg business in the years ended December 31,    
1997 and 1996. AMT believes it has a satisfactory relationship with that        
supplier, and that if that supplier were unable to supply AMT, it would be able 
to obtain fabric from other suppliers. However, there is no assurance that such 
other suppliers would offer fabric on terms as favorable as those currently     
available.                                                                      

  AMT's polymers include epoxy, phenolic, polyester, and polyimide resins.
Most resins have been developed internally and others, such as PMR-15, are      
licensed from other organizations. In many cases, there are multiple qualified  
sources of woven and raw fiber, packaging and other product constituents. AMT   
has several sole source suppliers, including suppliers of various resins, which 
AMT believes to be stable sources of supply or capable of replacement at limited
additional cost.                                                                

    Although AMT believes that it has adequate supplies of important materials
to supply existing products and customers, the possibility exists that the      
limited number of suppliers, including AMT's sole source suppliers, could       
experience a disruption in manufacturing or supply capability which would       
adversely affect                                                                

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AMT's ability to supply products to its customers. Substitutes for certain      
materials might not be readily available and an inability to obtain essential   
materials, if prolonged, could materially adversely affect AMT's business.      

Research and Development                                                    

   AMT's research and development activities include: qualification support;
the demonstration of product capabilities to new and existing customers;        
research and development of new resins, substrates and combinations thereof;    
process support for the production group; engineering of customers' parts; and  
the design of innovative golf shafts. In the years ended December 31, 1997 and  
1996, research and development expenditures were $1,639,000 and $535,000,       
respectively (5.4% and 2.4% of net sales).                                      

Patents, Trademarks and Technology                                          

   Most of AMT's prepreg resin systems are based on proprietary formulations
and represent the cumulative effects of over 50 years of formulation technology 
and qualifications in this industry. AMT licenses the formulation for the PMR-15
resin from the National Aeronautics and Space Administration and licenses other 
technologies from other companies. Most manufacturing processes and design      
capabilities developed and currently held by AMT are also proprietary in nature.
AMT intends to protect its proprietary technology through applications for      
patents when and where appropriate. AMT currently holds no patents, although    
five patent applications are pending.                                           

    AMT's trademarks include AMT, CULVER CITY COMPOSITES, GRAFALLOY, GRAFALLOY
LADY CLASSIC, LADY CLASSIC, SENIOR CLASSIC, CLASSIC LITE, ATTACKLITE, PRO M29   
ATTACK, GRAFALLOY SOLITE and others. AMT holds licenses for the marks POWERCOIL,
PROLITE, and NITROFLEX.                                                         

Environmental Matters                                                       

     Environmental control regulations have not had a significant adverse effect
on the overall operations of AMT and its subsidiaries. AMT believes that it is  
in compliance in all material respects with all applicable environmental laws   
and regulations.                                                                

    An environmental site assessment in October 1995 authorized by Montecatini
U.S.A., Inc., a subsidiary of Montedison S.p.A. and the former owner of CCCC,   
determined that there had been a leak of acetone into the ground at AMT's Culver
City, California manufacturing facility. Acetone is not on the federal hazardous
substances list, nor is it on California's hazardous substances list. AMT       
removed the source of the leak and is currently monitoring the biodegradation of
the acetone.                                                                    

Employees                                                                   

AMT and its subsidiaries had 169 full-time, permanent employees and 76
temporary production employees at December 31, 1997. Of these employees, 186    
were in manufacturing, 15 were in sales and marketing, 18 were in research and  
development, and the remainder were in administrative functions. The Stove,     
Furnace, and Allied Appliance Workers Division, International Brotherhood of    
Boilermaker, Iron Ship Builders, Blacksmiths, Forgers and Helpers represents 47 
of the employees of AMT and its subsidiaries under a contract that extends to   
April 30, 2000. AMT management believes its labor relations are generally good. 

Description of Property                                                     

 AMT leases the following properties: (i) a 40,000-square foot corporate
headquarters, research and development and manufacturing facility in Los        
Angeles, California; (ii) a 37,000-square foot manufacturing facility, located  
nearby in Culver City, California, which houses the main manufacturing plant of 
CCCC; and (iii) a 21,000-square foot manufacturing and administrative facility  
in El Cajon, California.                                                        

  The leases are for terms of one to ten years, and contain varying option
clauses ranging from three to ten years. The lease for Grafalloy's manufacturing
and administrative facility expires in the fourth quarter of 1998.              
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SELECTED FINANCIAL DATA                                                         

 The following table presents selected historical consolidated financial
data for AMT. The selected historical financial data are derived from the       
historical consolidated financial statements of AMT. The information set forth  
below should be read in conjunction with such historical financial statements   
and the notes thereto. The historical consolidated financial statements of AMT  
have been audited for each of the two years in the period ended December 31,    
1997 and for the period from March 29, 1995 (inception) to December 31, 1995.   
The historical consolidated financial statements for the six months ended June  
30, 1998 and for the six months ended June 30, 1997 are unaudited. However, in  
AMT's opinion, such statements reflect all adjustments, consisting of normal    
recurring adjustments, necessary for a fair presentation of AMT's financial     
position and results of operations for such period. The results of operations   
for the six months ended June 30, 1998 may not be indicative of results of      
operations to be expected for a full year.                                      

THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION AND SUBSIDIARIES

SELECTED FINANCIAL DATA 

                                                        [Enlarge/Download Table]

                                                                            SIX MONTHS ENDED 
                                             YEAR ENDED DECEMBER 31,            JUNE 30,     
                                          -----------------------------    ------------------
                                           1997       1996      1995(1)     1998       1997  
                                          -------    -------    -------    -------    -------
                                               (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)      
                                                                                             
OPERATING RESULTS:(2)                                                                        
Net sales................................ $30,386    $22,411    $   616    $23,171    $16,548
Income (loss) from operations(3).........  (5,616)     1,505       (259)     1,258        741
Income (loss) before income taxes........  (6,124)     1,202       (277)       910        826
Income tax expense (benefit).............    (230)       239         --         --        119
Income (loss) before extraordinary                                                           
  item...................................  (5,894)       963       (277)       910        707
Net income (loss)........................  (5,894)       934       (277)       910        707
Basic income (loss) per share:                                                               
  Income (loss) before extraordinary                                                         
     item................................ $ (1.35)   $  0.35    $  0.18    $  0.21    $  0.16
  Net income (loss)......................   (1.35)      0.34       0.18       0.21       0.16
Diluted income (loss) per share:                                                             
  Income (loss) before extraordinary                                                         
     item................................   (1.35)      0.33       0.18       0.19       0.16
  Net income (loss)......................   (1.35)      0.32       0.18       0.19       0.16
Weighted average number of shares:                                                           
  Basic..................................   4,352      2,729      1,517      4,400      4,338
  Diluted................................   4,352      2,956      1,517      4,730      4,506
BALANCE SHEET DATA (AT PERIOD END):                                                          
Cash and cash equivalents................ $    92    $ 4,655    $   174    $   103    $     0
Working capital..........................  (1,096)     6,774     (2,449)       866      3,360
Total assets.............................  23,059     15,695      9,429     22,431     24,620
Long-term debt...........................   4,205        336      2,164      4,467      5,325
Total stockholders' equity (deficit).....   6,630     11,608        (65)     7,997     13,121

---------------                                                                 
(1) Period from March 29, 1995 (inception) to December 31, 1995.                

(2) AMT has not declared cash dividends in any of the periods presented.        

(3) Includes unusual item expense of $3,845 in 1997.                            

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF      
OPERATIONS                                                                      

    AMT was incorporated in March 1995 to acquire and manage businesses in the
advanced materials and technologies industries. AMT acquired CCCC, a supplier of
prepreg materials to the aerospace industry, on December 19, 1995, and          
Grafalloy, a manufacturer of graphite golf club shafts, on February 27, 1997.   
The results of operations of the acquired companies are included in AMT's       
financial statements from the respective dates of acquisition.                  

    AMT's operations, particularly those of Grafalloy, are subject to seasonal
fluctuations. Sales are strongest in the first two quarters of the year and     
weakest in the fourth quarter.                                                  

Results of Operations                                                       

   Six months ended June 30, 1998 compared to six months ended June 30, 1997

    Sales for the six months ended June 30, 1998 were $23,171,000, an increase
of 40% over sales of $16,548,000 in the corresponding period of 1997. The pro   
forma sales growth, assuming Grafalloy had been acquired on January 1, 1997, was
27%. Unit sales increased at CCCC, while at Grafalloy most of the sales growth  
came from higher average selling prices.                                        

   Gross profit for the first six months of 1998 was $6,745,000, or 29.1% of
sales, compared to $4,994,000 (30.2% of sales) in the first six months of 1997. 
The lower gross margin percentage is the result of higher material costs -- 50% 
vs. 44% -- due to a change in product mix and higher raw material costs at CCCC.
This was partly offset by lower manufacturing costs. These costs were 21% of    
sales in the first half of 1998 compared to 26% of sales in the first half of   
1997, because of efficiencies from higher production volumes and changes in     
product mix.                                                                    

Research and development expenses rose to $1,010,000 in the six months
ended June 30, 1998, an increase of 52% over R&D expenses of $666,000 in the    
corresponding prior year period. As noted above, AMT has expanded its activities
to develop new products and to qualify its products with additional customers.  
The increase also reflects the inclusion of Grafalloy for six months in 1998    
compared to four months in the 1997 period.                                     

    Selling, general and administrative expenses were $4,477,000 for the first
six months of 1998, an increase of $890,000, or 25% compared to expenses of     
$3,587,000 in the comparable period of 1997. The percentage increase was        
substantially less than the 40% increase in sales, reflecting a renewed emphasis
on cost controls.                                                               

    Interest expense was $375,000 for the first six months of 1998 compared to
$244,000 in the comparable 1997 period. AMT's borrowings increased in February  
1997 with the acquisition of Grafalloy. Average interest rates were largely     
unchanged. AMT recorded royalties and interest income of $329,000 in the first  
half of 1997, representing an advance on royalties under a five-year license    
renewal to a foreign company and interest income on invested cash prior to the  
Grafalloy purchase.                                                             

   No income taxes were provided in the first half of 1998, while taxes were
accrued at an effective rate of 14% in the first half of 1997, both rates       
reflecting the availability of net operating loss carryforwards.                

AMT had net income of $910,000 for the first six months of 1998, with 
diluted earnings per share of $0.19. In the comparable period of 1997, net      
income was $707,000, while diluted earnings per share were $0.16. Net income    
increased 29%, and diluted per share earnings rose 19%.                         

Years ended December 31, 1997 and 1996                                

   AMT's net sales were $30,386,000 in 1997 compared to $22,411,000 in 1996,
an increase of $7,975,000 or 36%. The addition of Grafalloy accounted for all of
the increase. Sales at CCCC were adversely affected by reduced sales to a major 
customer because of a product model transition, lower than anticipated shipments
to Boeing in the fourth quarter of the year because of delays in commercial     
aircraft production, and the loss of a contract from another customer. Boeing   
and GE remained the largest customers for CCCC, together accounting for         
approximately 27% of its sales compared to 31% in 1996.                         

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   AMT's cost of sales was $22,146,000 in 1997, with gross profit (net sales
less costs of materials and manufacturing) of $8,240,000 or 27.1% of sales. In  
1996, cost of sales was $16,750,000, while gross profit was $5,661,000 or 25.3% 
of sales. The higher gross profit percentage in 1997 resulted from the addition 
of the higher margin golf shaft business, which has lower materials cost but    
higher sales and marketing expenses than the prepreg business. CCCC's gross     
profit was consistent at approximately 25% in each year, as lower materials cost
in 1997 offset higher fixed manufacturing costs.                                

 Marketing, selling, and administrative expenses were $8,372,000 in 1997
compared to $3,621,000 in 1996, an increase of $4,751,000 or 131% as AMT added  
additional staff in sales, sales support, investor relations, and               
administration, and increased marketing efforts and customer contacts. At CCCC, 
staff levels were increased in the first half of 1997 in anticipation of higher 
sales. However, a significant slowdown in orders occurred in the September to   
December period following production delays at a major aerospace customer. This 
resulted in a cost structure that was not supported by AMT's revenue base.      
Reductions in staff and overhead were instituted early in the fourth quarter to 
achieve an annualized reduction of approximately $1,000,000.                    

   Research and development expenses were $1,639,000 in 1997, an increase of
$1,104,000 or 206% over expenses of $535,000 in 1996. As a percentage of sales, 
R&D expenses increased to 5.4% from 2.4%, reflecting expanded activities for new
product development (including PETI-5/X resin systems and Modlite Select) and   
increased efforts to qualify products for additional aerospace and commercial   
uses. Research and development activities are expected to continue to grow, but 
are expected to decline as a percentage of sales in future years.               

Unusual item expenses of $3,845,000 were recorded in 1997. During the 
second and third quarters of 1997 AMT engaged in extensive efforts, including   
financing activities, negotiations and due diligence, for the acquisition of a  
much larger company. AMT was not successful. Negotiations related to several    
smaller acquisitions were also terminated during the third quarter. As a result,
expenses of approximately $760,000 related to AMT's acquisition activities were 
recognized in the third quarter. AMT also recorded charges of $1,085,000 in the 
third and fourth quarters related to its investment in Carbon Design, primarily 
consisting of a writedown of goodwill and a reserve for loss on sale following a
decision to dispose of that business. Finally, goodwill related to the purchase 
of Grafalloy was reduced by $2,000,000 in the fourth quarter.                   

Interest expense was $603,000 in 1997 compared to $434,000 in 1996, an
increase of $169,000, as a result of borrowings incurred in the purchase of     
Grafalloy. Interest and other income decreased in 1997 because of lower cash    
balances in interest-earning accounts.                                          

An extraordinary loss of $29,000 was incurred in 1996 upon the early  
retirement of a loan made by an affiliate of AMT.                               

As a result of the factors described above, AMT incurred a net loss of
$5,894,000 in 1997 or $1.35 per share (diluted), after reporting net income of  
$934,000 or $0.32 per share (diluted) in 1996.                                  

Liquidity and Capital Resources                                             

   Cash provided by operations in the first six months of 1998 was $580,000,
compared to cash used in operations of $1,931,000 in the first half of 1997,    
reflecting higher earnings and improved working capital management. Working     
capital increased to $866,000 at June 30, 1998, compared to a deficit of        
$1,096,000 at December 31, 1997.                                                

     For the year ended December 31, 1997, cash used in operations was $157,000.
The impact of the net loss was largely offset by non-cash charges ($3,638,000), 
by reductions in inventories ($1,205,000), and by increases in accounts payable 
and accrued liabilities ($3,078,000). Capital expenditures increased to         
$1,382,000 in 1997 compared to only $365,000 in 1996. These expenditures        
included new liquid bulk storage tanks, modifications to resin mixing           
facilities, and additional testing equipment. In 1996, cash used in operations  
was $379,000, which included an increase in accounts receivable of $1,138,000.  

To pay for the acquisition of Grafalloy in February 1997, AMT used    
available cash plus borrowings of approximately $2,300,000 under its revolving  
line of credit. Subsequently, AMT renegotiated its bank credit facilities to    
reduce the interest rate (by 50 basis points) and to increase the total facility
to $10,167,000,                                                                 

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consisting of $7,467,000 revolving credit based upon inventory and receivables, 
a $1,000,000 five-year term loan, and a $1,700,000 standby term loan to finance 
capital expenditures. The credit agreements extend to January 1999 and April    
2000, respectively. At June 30, 1998, a total of $3,944,000 was borrowed under  
AMT's revolving credit lines, and approximately $1,800,000 was available based  
on eligible collateral. Because of seasonal factors in its business, AMT expects
to incur an operating loss for the second half of 1998. However, credit line    
availability is expected to be sufficient to meet cash operating requirements,  
including capital expenditures.                                                 

     At December 31, 1997, AMT had a net operating loss carryforward for federal
income tax purposes of $3,900,000 available to offset taxable income of AMT     
through 2012. Additional carryforwards of approximately $32,165,000 are         
available as a result of the acquisition of CCCC in December 1995. The          
change-in-ownership provisions of Section 382 of the Internal Revenue Code limit
the amount available to offset future taxable income to approximately $500,000  
per year through 2010.                                                          

  AMT has reviewed its enterprise resource planning systems and determined
that the systems are Year 2000 compliant. AMT is currently reviewing its        
non-information technology systems to determine whether any equipment or parts  
will require upgrade or replacement. AMT is developing a plan to contact all    
major suppliers and customers to confirm their Year 2000 compliance. The results
of this survey, expected to be completed by the end of 1998, will be used to    
prepare contingency plans, if necessary. AMT has not yet determined an estimate 
of the total costs of its Year 2000 compliance efforts.                         

New Accounting Standards                                                    

  Effective January 1, 1998, AMT adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income". This statement requires    
that all items recognized under accounting standards as components of           
comprehensive earnings be reported in an annual financial statement. It also    
requires that an entity classify items of other comprehensive earnings (e.g.,   
foreign currency translation adjustments and unrealized gains and losses on     
certain marketable securities) by their nature in an annual financial statement.
AMT's total comprehensive earnings for the three-month and six-month periods    
ended June 30, 1998 and 1997 were the same as reported net income for those     
periods.                                                                        

   AMT has also adopted Statement of Financial Accounting Standards No. 131,
"Disclosures About Segments of an Enterprise and Related Information". This     
statement does not require interim period information in the year of adoption.  

Statement of Financial Accounting Standards No. 132, "Employers'      
Disclosures about Pensions and Other Postretirement Benefits", is effective for 
the year beginning January 1, 1998. The statement requires additional           
information about changes in the benefit obligation and fair value of plan      
assets. AMT will include such disclosures in its annual financial statements.   

Future Operating Results                                                    

The matters discussed in this Proxy Statement/Prospectus other than   
historical material are forward-looking statements under the federal securities 
laws. AMT advises readers not to place undue reliance on such statements in     
light of the risks and uncertainties to which they are subject. Actual events or
results may differ materially as a result of risks and uncertainties facing AMT,
including:                                                                      

  RISKS RELATED TO COMPETITION.  AMT encounters significant competition in
domestic markets from a number of well-established manufacturers in each of its 
product lines, and from foreign sources for some products. In most product      
markets AMT faces competition from other manufacturers that have larger market  
shares or other competitive advantages.                                         

     RISKS RELATED TO THE PENDING ACQUISITION.  The Merger is subject to various
regulatory reviews and the approval of AMT's stockholders. A failure to complete
the transaction would likely have a material adverse effect on the market price 
of AMT Common Stock.                                                            

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     RISKS RELATED TO THE MERGER CONSIDERATION.  The Merger Consideration as set
forth in the Merger Agreement is determined by reference to the closing price of
Cytec Common Stock of the twenty trading days immediately preceding the Closing 
Date as reported on the New York Stock Exchange Composite Transaction Tape (the 
"Average Cytec Price"). Therefore, in the event that Cytec Common Stock         
experiences a significant decline in the days after the twentieth trading day   
immediately preceding the Closing Date, then the effect of such decline will not
be fully reflected in the Merger Consideration received by AMT stockholders.    

PRICING PRESSURES.  The aerospace and defense industries have seen    
increased concentration in recent years as a result of a number of business     
combinations. These larger companies are in a position to negotiate favorable   
pricing terms from their suppliers, including AMT. AMT's ability to maintain its
profit margins will depend on, among other things, the technical and functional 
features of its products and the development of new products.                   

  DEPENDENCE ON MAJOR CUSTOMERS.  Approximately 29% of AMT's sales in 1997
were made to three customers. The loss of a significant amount of business from 
any of these customers would have a material adverse effect on the sales and    
operating results of AMT.                                                       

CYCLICAL NATURE OF THE AEROSPACE INDUSTRY.  The aerospace industry,   
including transportation and communications, accounted for approximately 60% of 
AMT's sales in 1997. This industry historically has been subject to cyclical    
downturns. For example, after increasing each year from 1985 to 1991, annual    
revenues in the aerospace industry dropped significantly in 1992 and remained   
depressed through late 1995.                                                    

    RAW MATERIAL COSTS.  In the past few years, prices paid by AMT for certain
raw materials, such as fabric and resins, have fluctuated. When prices have     
increased, AMT has not always been able to pass along the full effect of such   
increases to its customers in order to maintain or enhance its market position. 

     NEW PRODUCTS.  AMT's ability to enhance existing products and introduce new
products on a timely and cost-effective basis that meet evolving customer       
requirements will be important to its future operating results. Delays in       
introduction or a disappointing market acceptance could have an adverse effect  
on AMT's business.                                                              

    GOVERNMENT REGULATION.  AMT must comply with a number of federal and state
environmental regulations. Although these regulations have not had a significant
adverse effect on the overall operations of AMT, the costs of compliance could  
increase in future years.                                                       

     INTERNATIONAL OPERATIONS.  A small but increasing portion of AMT's sales in
recent years has been derived from its international operations. AMT's operating
results could be significantly affected by such factors as foreign exchange     
fluctuations, difficulties in staffing and managing foreign operations, and     
other risks associated with international activities.                           

RECENT DEVELOPMENTS 

On July 9, 1998, J.R. Huber left his employment as President and Chief
Operating Officer of CCCC.                                                      

    On July 30, 1998, AMT announced that it had signed a letter of intent with
Cornerstone Equity Investors, LLC for the sale of Grafalloy Corporation. The    
purchase price is approximately $7.5 million. The sale of Grafalloy Corporation 
is scheduled to occur after the Effective Time of the Merger but is not, under  
the letter of intent, conditioned on the consummation of the Merger. AMT        
anticipates that it will incur a loss of approximately $1.5 million in          
connection with this sale. The sale of Grafalloy Corporation is subject to the  
execution of a definitive agreement. No assurance can be given that this        
transaction will be consummated, or that it will be consummated on the terms set
forth in the letter of intent.                                                  

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THE MERGER

BACKGROUND OF THE MERGER                                                        

   1997 PROPOSED TRANSACTION.  Discussions between Cytec and AMT regarding a
possible business combination began in mid-1997 and on June 15, 1997, a         
confidentiality agreement was executed and AMT began to provide certain         
information with respect to AMT to Cytec.                                       

During the period from June 18, 1997 through October 7, 1997,         
representatives of Cytec met with representatives of AMT on numerous occasions  
to discuss certain financial and other operating information of AMT, to conduct 
other due diligence, and to engage in negotiations regarding the financial terms
of an acquisition of AMT by Cytec and the terms of a merger agreement.          

At a meeting on October 7, 1997, Cytec advised AMT that it was not    
interested in continuing to pursue an acquisition of AMT because of the parties'
inability to agree on a valuation for AMT, and the parties terminated their     
negotiations and had no further discussion on the same.                         

    The October 7, 1997 meeting was the final discussion between Cytec and AMT
with regard to their 1997 proposed acquisition negotiations.                    

    1998 TRANSACTION.  On April 30, 1998, a representative of Cytec met with a
representative of AMT to discuss certain litigation between the two companies.  
During that meeting, the representatives explored the possibility of Cytec      
acquiring AMT. The representative of AMT indicated that AMT would entertain a   
reasonable offer.                                                               

   On May 28, 1998, a representative of Cytec called a representative of AMT
and offered to acquire AMT on an expedited basis. On June 10, 1998,             
representatives of Cytec and AMT and their respective counsel met to discuss the
possible terms of a merger agreement. During the period from June 10, 1998,     
until July 8, 1998, representatives of Cytec and AMT and their respective       
counsel engaged in negotiations regarding the financial terms of an acquisition 
of AMT and the terms of a merger agreement. AMT retained Wm Sword & Co. to act  
as financial advisor to AMT in connection with its further consideration of an  
acquisition.                                                                    

     On June 24, 1998, a special meeting of the AMT Board was held, at which AMT
management reported on the status of discussions with Cytec and presentations   
were made by AMT's outside counsel as to applicable legal issues and by Wm Sword
& Co. regarding the valuation process. At this meeting Wm Sword & Co. advised   
the AMT Board that, assuming no material developments in the circumstances      
surrounding the Merger, it would furnish to the AMT Board a written opinion,    
dated as of the date of the Merger Agreement. At this meeting, AMT management   
also made a presentation concerning alternatives to a transaction with Cytec.   

    On July 8, 1998, the AMT Board held a meeting to consider the terms of the
Merger Agreement. Following a report by management, presentations by AMT's      
outside counsel and by Wm Sword & Co., and delivery of an oral fairness opinion 
by Wm Sword & Co., which was later confirmed in writing, and a review of the    
terms of the Merger by the AMT Board, the AMT Board unanimously approved the    
terms of and authorized AMT management to execute the Merger Agreement and      
approved the transactions contemplated thereby.                                 

RECOMMENDATION OF THE AMT BOARD AND REASONS FOR THE MERGER                      

     At the July 8, 1998 meeting, the AMT Board determined that the terms of the
Merger are fair to and in the best interests of AMT and its stockholders,       
unanimously approved the Merger Agreement and authorized and directed the       
appropriate officers of AMT to execute the Merger Agreement on behalf of AMT.   

 THE AMT BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, DETERMINED
THAT THE MERGER IS IN THE BEST INTERESTS OF AMT AND ITS STOCKHOLDERS, AND       
RECOMMENDS THAT THE STOCKHOLDERS OF AMT VOTE FOR THE APPROVAL OF THE MERGER     
AGREEMENT.                                                                      

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In the course of its deliberations with respect to the Merger, the AMT
Board reviewed with AMT management and considered a number of factors relevant  
to the Merger and to the Board's commitment to maximizing the value of the      
shares of AMT Common Stock held by AMT stockholders, including the following:   
(i) historical information concerning Cytec's and AMT's respective businesses,  
prospects, financial performance and condition, operations, technology,         
management and competitive position, including public reports concerning results
of operations during the most recent fiscal year and fiscal quarter for each    
company filed with the SEC; (ii) AMT management's view as to the financial      
condition, results of operations and businesses of Cytec and AMT before and     
after giving effect to the Merger based on management due diligence and publicly
available financial information; (iii) current financial market conditions and  
historical market prices, volatility and trading information with respect to    
Cytec Common Stock and AMT Common Stock; (iv) the consideration to be received  
by AMT stockholders in the Merger and the relationship between the market value 
of the Cytec Common Stock to be issued in exchange for each share of AMT Common 
Stock and comparison of comparable merger transactions; (v) the impact of the   
Merger on AMT's operations and employees; and (vi) reports from management as to
the results of their due diligence investigation of Cytec. The AMT Board also   
considered its ability under the Merger Agreement to terminate the Merger       
Agreement and accept a Superior Proposal if it determines that it must do so in 
order to discharge its fiduciary obligations, as well as the possible effects of
the provisions regarding the Parent Termination Fee and Expenses. The AMT Board 
considered the oral opinion of Wm Sword & Co. delivered at the July 8, 1998     
meeting of the AMT Board of Directors, subsequently confirmed in writing, which 
concluded that the Merger Consideration, as defined in Wm Sword & Co.'s written 
opinion, was fair to AMT stockholders from a financial point of view on such    
date. A copy of the Wm Sword & Co., opinion is included as Annex 3, and         
stockholders are urged to review this opinion carefully. See "-- Opinion of     
Financial Advisor."                                                             

The AMT Board also identified and considered a number of risks and    
potentially negative factors in its deliberations concerning the Merger,        
including, but not limited to: (i) the risk that the potential benefits sought  
in the Merger might not be fully realized; (ii) the possibility that the Merger 
would not be consummated and the effect of the public announcement of the Merger
on (a) AMT's sales and operating results, (b) AMT's ability to attract and      
retain key management, marketing and technical personnel and (c) progress of    
certain development projects; (iii) the possibility that, due to the formula    
used for determining the value of Cytec Common Stock, the market value of the   
Merger Consideration could be less than $6.00 on the Closing Date and could be  
significantly less if the price of Cytec Common Stock were to decline materially
during the 20 trading days prior to the Closing Date; (iv) the possibility that,
as a practical matter, the Stockholders Agreements entered into by the Selling  
Stockholders could affect the ability of AMT to enter into a more attractive    
transaction; and (v) the possibility that, under the Merger Agreement, AMT could
become obligated to pay to Cytec the Parent Termination Fee of $2,000,000 upon  
the termination of the Merger Agreement before the Effective Time under certain 
circumstances. The AMT Board believed that these risks were outweighed by the   
potential benefits of the Merger.                                               

From July 8, 1998 to September 3, 1998, the closing price per share of
Cytec Common Stock has declined from $43 11/16 to $25 5/16 per share and the    
consensus earnings estimate for 1999 for Cytec as reported by First Call        
Corporation has declined by approximately 10%. Over the same period of time, the
closing value of the S&P Chemicals Index declined from 539.38 to 409.34.        

OPINION OF FINANCIAL ADVISOR                                                    

In a June 24, 1998 meeting, Wm Sword & Co. advised the AMT Board that,
assuming no material developments in the circumstances surrounding the Merger,  
it would furnish to the AMT Board a written opinion, dated as of the date of the
Merger Agreement. Wm Sword & Co. subsequently rendered its oral opinion on July 
8, 1998, the date of the Merger Agreement (which opinion was subsequently       
confirmed by delivery of a written opinion dated July 8, 1998) (the "Wm Sword & 
Co. Opinion"), that, as of the date of such opinion and based upon and subject  
to the factors and assumptions set forth in such opinion, the Merger            
Consideration to be received by the stockholders of AMT (other than Cytec or any
of its wholly owned subsidiaries) pursuant to the Merger Agreement with Cytec is
fair from a financial point of view.                                            

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  THE FULL TEXT OF THE WM SWORD & CO. OPINION TO THE AMT BOARD DATED AS OF
JULY 8, 1998, WHICH SETS FORTH THE ASSUMPTIONS MADE, MATTERS CONSIDERED AND     
LIMITS OF THE REVIEW UNDERTAKEN IN CONNECTION WITH THE OPINION, IS ATTACHED     
HERETO AS ANNEX C AND IS INCORPORATED HEREIN BY REFERENCE. AMT STOCKHOLDERS ARE 
URGED TO, AND SHOULD, READ THE OPINION CAREFULLY AND IN ITS ENTIRETY IN         
CONJUNCTION WITH THIS PROXY STATEMENT/PROSPECTUS. THE WM SWORD & CO. OPINION    
WAS FURNISHED TO THE AMT BOARD FOR THE PURPOSES OF ADDRESSING ONLY THE FAIRNESS 
OF THE MERGER CONSIDERATION TO BE RECEIVED BY THE STOCKHOLDERS OF AMT PURSUANT  
TO THE MERGER AGREEMENT FROM A FINANCIAL POINT OF VIEW, DOES NOT EXPRESS ANY    
OPINION AS TO THE PRICE AT WHICH CYTEC SHARES MAY TRADE AT CLOSING AND DOES NOT 
CONSTITUTE A RECOMMENDATION TO ANY STOCKHOLDER OF AMT AS TO HOW SUCH            
STOCKHOLDERS SHOULD VOTE WITH RESPECT TO THE MERGER. THE SUMMARY OF THE WM SWORD
& CO. OPINION SET FORTH IN THIS PROXY STATEMENT/PROSPECTUS IS QUALIFIED IN ITS  
ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE OPINION ATTACHED AS ANNEX 3 TO    
THIS PROXY STATEMENT/PROSPECTUS.                                                

In connection with rendering its opinion, Wm Sword & Co., among other 
things, reviewed the draft of the Merger Agreement dated July 2, 1998; Annual   
Reports to Stockholders and Annual Reports on Form 10-K of AMT and Cytec;       
certain other communications from AMT and Cytec to their respective             
stockholders; certain interim reports to stockholders and Quarterly Reports on  
Form 10-Q for AMT and Cytec; and certain internal financial analyses and        
forecasts for AMT prepared by AMT's management. Wm Sword & Co. also held        
discussions with members of the senior managements of AMT and Cytec regarding   
the strategic rationale for, and potential benefits of, the Merger and the past 
and current business operations, financial condition and future prospects of    
their respective companies. Wm Sword & Co. also analyzed financial and other    
information relating to the prospects for AMT provided by AMT's management. Wm  
Sword & Co. did not have access to and did not analyze non-public financial and 
other information relating to the prospects of Cytec, including projections.    
Cytec management advised Wm Sword & Co. that consensus earnings estimates for   
1998 and 1999 as reported by First Call Corporation as of July 5, 1998 were not 
unreasonable. In addition, Wm Sword & Co. reviewed the reported price and       
trading activity for the shares of AMT's common stock and Cytec's common stock, 
compared certain financial and stock market information for AMT and Cytec with  
similar information for certain other companies the securities of which are     
publicly traded, reviewed the financial terms of certain recent business        
combinations in the advanced composites industry specifically and in other      
industries generally and performed such other studies and analyses as Wm Sword &
Co. considered appropriate.                                                     

    Wm Sword & Co. relied, without independent verification, upon the accuracy
and completeness of all of the financial and other information reviewed by it   
for purposes of its opinion. With respect to the financial forecasts and the    
assumptions and bases therefore provided by the management of AMT, Wm Sword &   
Co. assumed, with AMT's consent, that such financial forecasts were reasonably  
prepared on a basis reflecting the best currently available judgment and        
estimates of AMT's management as to the future financial and other performance  
of AMT. Wm Sword & Co. also assumed, with AMT's consent, that the consensus     
earnings estimates as reported by First Call Corporation as of July 5, 1998 for 
Cytec, which Cytec's management indicated were not unreasonable, reflected the  
best currently available judgment and estimate as to the future financial and   
other performance of Cytec. Wm Sword & Co. also assumed, at AMT's instruction,  
that obtaining any necessary regulatory or third-party approvals for the Merger 
will not have an adverse impact on AMT and the stockholders of AMT or Cytec, as 
applicable. Wm Sword & Co. has not made an independent valuation or appraisal of
the assets and liabilities of AMT or Cytec or any of their respective           
subsidiaries or divisions and Wm Sword & Co. was not furnished with any such    
evaluation or appraisal. Wm Sword & Co. also assumed, with AMT's consent, that  
the transaction contemplated by the Merger Agreement will be treated as tax-free
to both AMT and stockholders of AMT (other than with respect to any cash        
received in lieu of fractional Cytec shares). Wm Sword & Co. did not express any
opinion as to the prices at which Cytec shares may trade at closing and Wm Sword
& Co. did not express any recommendation as to how the holders of AMT common    
shares should vote at the Special Meeting to be held in connection with the     
Merger.                                                                         

The Wm Sword & Co. Opinion was necessarily based on economic, market, 
financial and other conditions as they existed on July 8, 1998, the date of the 
Wm Sword & Co. Opinion, and on the information made available to Wm Sword & Co. 
as of such date. Although subsequent developments may affect its opinion, Wm    
Sword & Co. does not have any obligation to update, revise or reaffirm the Wm   
Sword & Co.                                                                     

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opinion. The following is a brief summary of material factors considered and    
principal financial analyses performed by Wm Sword & Co. and reviewed with the  
AMT Board during the June 24, 1998 meeting and the July 8, 1998 meeting in      
connection with the rendering by Wm Sword & Co. of its opinion.                 

  SUMMARIES OF VALUATION ANALYSES:  In connection with its opinion and the
presentation of its opinions to the AMT Board, Wm Sword & Co. performed certain 
valuation analyses, including (i) a comparison of Cytec with comparable publicly
traded companies; (ii) a comparison of AMT with comparable publicly traded      
companies; (iii) an analysis of certain comparable transactions; and (iv) a     
premium analysis. Such analyses are summarized below.                           

    COMPARISON OF CYTEC WITH CERTAIN COMPARABLE PUBLICLY TRADED COMPANIES:  Wm
Sword & Co. reviewed and compared certain financial information relating to     
Cytec to corresponding financial information, ratios and public market multiples
for ten publicly traded companies in the specialty chemicals industry. These    
selected ten companies include BetzDearborn, Inc., Ciba Specialty Chemicals     
Corp., Clariant Ltd., Engelhard Corp., W.R. Grace & Co., Great Lakes Chemical   
Corp., Hercules Inc., Morton International, Inc., Rohm and Haas Company and     
Witco Corp. (the "Certain Cytec Comparable Companies"). Wm Sword & Co. selected 
these companies because they are publicly traded companies which Wm Sword & Co. 
deemed most comparable to Cytec's operations and financial condition. Although  
Wm Sword & Co. compared the trading multiples of the Certain Cytec Comparable   
Companies at the date of Wm Sword & Co.'s opinion to the trading multiples of   
Cytec, none of the selected companies is identical to Cytec. Historical         
financial information used in connection with the ratios provided below with    
respect to the comparison of Cytec with the Certain Cytec Comparable Companies  
is as of the most recent financial statements publicly available for each such  
company and all market price information used in calculating the ratios provided
below is as of July 7, 1998.                                                    

Among the market trading information considered in the Wm Sword & Co. 
analysis was the price to earnings ratio ("P/E Ratio") for the latest           
twelve-month period and as projected for 1998 and 1999. EPS estimates for 1998  
and 1999 were obtained from First Call Corporation. Wm Sword & Co. also reviewed
certain market trading statistics in terms of "Unlevered Market Capitalization,"
defined as the market equity value plus book value of total debt and book value 
of preferred stock less cash and equivalents as a multiple of revenue, earnings 
before interest, taxes, depreciation and amortization ("EBITDA") and operating  
income ("EBIT"). Wm Sword & Co.'s analysis indicated (i) various P/E Ratios for 
the latest twelve-month period for the Certain Cytec Comparable Companies, with 
a median multiple of 16.4x, as compared to a multiple of 17.2x for Cytec; (ii)  
various P/E Ratios for 1998 for the Certain Cytec Comparable Companies, with a  
median multiple of 16.1x, as compared to a multiple of 14.9x for Cytec; (iii)   
various P/E Ratios for 1999 for the Certain Cytec Comparable Companies, with a  
median multiple of 14.2x, as compared to a multiple of 12.2x for Cytec; (iv)    
various multiples of Unlevered Market Capitalization to revenue for the Certain 
Cytec Comparable Companies for the latest twelve-month period, with a median    
multiple of 1.7x, as compared to a multiple of 1.8x for Cytec; (v) various      
multiples of Unlevered Market Capitalization to EBITDA for the latest           
twelve-month period for the Certain Cytec Comparable Companies, with a median   
multiple of 9.4x, as compared to a multiple of 9.5x for Cytec; and (vi) various 
multiples of Unlevered Market Capitalization for the latest twelve-month period 
to EBIT for the Certain Cytec Comparable Companies, with a median multiple of   
12.3x, as compared with a multiple of 13.9x for Cytec.                          

No company utilized in the comparison of Cytec with the Certain Cytec 
Comparable Companies is identical to Cytec. Accordingly, an analysis of the     
results of the foregoing necessarily involves complex considerations and        
judgments concerning differences in financial and operating characteristics of  
Cytec and other factors that could affect the public trading value of the       
companies to which it is being compared. Mathematical analysis (such as         
determining the average or the median) is not itself a meaningful method of     
using comparable transaction data.                                              

  COMPARISON OF AMT WITH CERTAIN COMPARABLE PUBLICLY TRADED COMPANIES:  Wm
Sword & Co. reviewed and compared certain financial information relating to AMT 
to corresponding financial information, ratios and public market multiples for  
ten publicly traded companies in the advanced composites industry. These        
selected companies include Advanced Technical Products, Inc., Aldila, Inc.,     
Brunswick Technologies,                                                         

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Inc., Cade Industries, Inc., Cytec, Hexcel Corp., Park Electrochemical Corp.,   
Rogers Corp., Simula, Inc. and Zoltek Companies, Inc. (the "Certain AMT         
Comparable Companies"). Wm Sword & Co. selected these companies because they are
publicly traded companies which Wm Sword & Co. deemed most comparable to AMT's  
operations and financial condition. Although Wm Sword & Co. compared the trading
multiples of the selected companies at the date of Wm Sword & Co.'s opinion to  
the implied purchase multiples of AMT, none of the selected companies is        
identical to AMT. Historical financial information used in connection with the  
ratios provided below with respect to the comparison of AMT, as implied by the  
terms of the Merger Agreement, with the Certain AMT Comparable Companies is as  
of the most recent financial statements publicly available for each such company
and all market price information used in calculating the ratios provided below  
is as of July 7, 1998.                                                          

Among the market trading information considered in Wm Sword & Co.'s   
analysis was the P/E Ratio for the latest twelve month period and as projected  
for 1998 and 1999. EPS estimates for 1998 and 1999 were obtained from First Call
Corporation. Wm Sword & Co. also reviewed certain market trading statistics in  
terms of Unlevered Market Capitalization. Wm Sword & Co.'s analysis indicated   
(i) various P/E Ratios for the latest twelve month period for the Certain AMT   
Comparable Companies, with a median multiple of 17.2x, as compared to a         
non-meaningful multiple for AMT which reported a loss for the latest twelve     
month period; (ii) various P/E Ratios for 1998 for the Certain AMT Comparable   
Companies, with a median multiple of 21.2x, as compared to an implied multiple  
of 35.3x for AMT; (iii) various P/E Ratios for 1999 for the Certain AMT         
Comparable Companies, with a median multiple of 14.9x, as compared to an implied
multiple of 15.0x for AMT; (iv) various multiples of Unlevered Market           
Capitalization to revenue for the Certain AMT Comparable Companies for the      
latest twelve-month period, with a median multiple of 1.6x, as compared to an   
implied multiple of 1.1x for AMT; (v) various multiples of Unlevered Market     
Capitalization to EBITDA for the Certain AMT Comparable Companies for the latest
twelve-month period, with a median multiple of 9.4x, as compared to a           
non-meaningful multiple for AMT which reported a negative EBITDA for the latest 
twelve-month period; and (vi) various multiples of Unlevered Market             
Capitalization to EBIT for the Certain AMT Comparable Companies for the latest  
twelve-month period, with a median multiple of 12.8x, as compared with a        
non-meaningful multiple for AMT which reported a negative EBIT for the latest   
twelve month period.                                                            

No company utilized in the comparison of AMT with the Certain AMT     
Comparable Companies as a comparison is identical to AMT. Accordingly, an       
analysis of the results of the foregoing necessarily involves complex           
considerations and judgments concerning differences in financial and operating  
characteristics of AMT and other factors that could affect the public trading   
value of the companies to which it is being compared. Mathematical analysis     
(such as determining the average or the median) is not itself a meaningful      
method of using comparable transaction data.                                    

   ANALYSIS OF CERTAIN COMPARABLE TRANSACTIONS.  Wm Sword & Co. performed an
analysis of selected recent merger or acquisition transactions in the advanced  
composites industry. The selected transactions were chosen based on Wm Sword &  
Co.'s judgment that they were generally comparable, in whole or in part, to the 
proposed transaction. In total Wm Sword & Co. examined nine transactions that   
were completed between April 1995 and July 1998 involving certain advanced      
composites companies. The transactions included TPG Holdings, Inc. and Brunswick
Technical Group; AMT and Structural Polymer Systems, Inc., a subsidiary of      
Montedison S.p.A.; Hexcel Corporation and Ciba Composites Division of Ciba-Geigy
Limited; Vestar Equity Partners LP and Clark-Schwebel Inc.; Hexcel Corporation  
and Composite Products Division of Hercules Inc.; Brunswick Technologies Inc.   
and Advanced Textiles, Inc., a subsidiary of Burlington Industries, Inc.; AMT   
and Grafalloy L.P.; Cytec and Fiberite Holdings, Inc. (exclusive of Space       
Satellite business); and Brunswick Technologies Inc. and Tech Textiles          
International Limited, a division of T&N plc (the "Certain Comparable           
Transactions"). The Certain Comparable Transactions were not intended to be     
representative of the entire range of possible transactions in the advanced     
composites industry. Although Wm Sword & Co. compared the transaction multiples 
of these companies to the implied purchase multiples of AMT, none of the        
selected companies is identical to AMT.                                         

Wm Sword & Co. reviewed the consideration paid in such transactions in
terms of the "Transaction Value" of such transactions as a multiple of revenue, 
EBITDA and EBIT for the latest twelve-month period prior to the announcement of 
such transactions. Wm Sword & Co. compared the multiples of revenue,            
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EBITDA and EBIT for the latest twelve-month period implied by the terms of the  
Merger Consideration with the median of the corresponding multiples of the      
Certain Comparable Transactions.                                                

   Such analysis of the Certain Comparable Transactions resulted in a median
multiple of 0.9x for Transaction Value to revenue for the latest twelve-month   
period, 6.9x for Transaction Value to EBITDA for the latest twelve-month period 
and 8.4x for Transaction Value to EBIT for the latest twelve-month period. In   
contrast, the implied purchase multiple for AMT was 1.1x for Transaction Value  
to revenues for the latest twelve-month period, while the Transaction Value     
multiple to EBITDA for the latest twelve-month period and EBIT for the latest   
twelve-month period were not meaningful as AMT reported negative EBITDA and EBIT
for the latest twelve-month period.                                             

    No transaction utilized in the analysis of Certain Comparable Transactions
is identical to the Merger. Accordingly, an analysis of the results of the      
foregoing necessarily involves complex considerations and judgments concerning  
differences in financial and operating characteristics of AMT and other factors 
that could affect the acquisition value of the companies to which they are being
compared. Mathematical analysis (such as determining the average or the median) 
is not itself a meaningful method of using comparable transaction data.         

     PREMIUM ANALYSIS.  In addition to evaluating multiples paid in transactions
in the advanced composites industry, Wm Sword & Co. considered average premiums 
paid over each company's stock price prior to the announcement of the           
transaction for all publicly held companies with a minimum transaction value of 
$5 million for the latest twelve-month period ended March 1998 as provided by   
Securities Data Corporation (the "Premium Analysis"). The average premium paid  
in those transactions was 37%, 32% and 25%, respectively over each company's    
stock price one month, one week and one day prior to each respective            
announcement. In contrast, the premium paid over the price of AMT shares on June
8, 1998, June 30, 1998 and July 7, 1998, or one month, one week and one day     
respectively prior to the date of Wm Sword & Co.'s opinion was 113%, 88% and    
109%, respectively. Wm Sword & Co. also evaluated the premium associated with   
the Merger Consideration paid over the July 5, 1996 initial public offering     
price of $5.50 which equals 9%.                                                 

     No transaction utilized in the Premium Analysis is identical to the Merger.
Accordingly, an analysis of the results of the foregoing necessarily involves   
complex considerations and judgments concerning differences in financial and    
operating characteristics of AMT and other factors that could affect the public 
trading value of the companies to which it is being compared. Mathematical      
analysis (such as determining the average or the median) is not itself a        
meaningful method of using comparable transaction data.                         

The preparation of a fairness opinion is a complex process and is not 
necessarily susceptible to partial analysis or summary description. Selecting   
portions of the analyses or of the summary set forth above, without considering 
the analyses as a whole, could create an incomplete view of the processes       
underlying the Wm Sword & Co. Opinion. In arriving at its fairness              
determination, Wm Sword & Co. considered the results of all such analyses,      
together with the underlying strategic rationale, taken as a whole. Furthermore,
in arriving at its fairness opinion, Wm Sword & Co. did not attribute any       
particular weight to any analysis or factor considered by it. No company used in
the above analyses as a comparison is identical to AMT or Cytec. The analyses   
were prepared solely for purposes of Wm Sword & Co. in providing its opinion to 
the AMT Board as to the fairness of the Merger Consideration, taken as a whole, 
to be received by the holders of AMT Common Stock in the Merger and do not      
purport to be appraisals or necessarily reflect the prices at which businesses  
or securities actually may be sold or valued in the marketplace. Analyses based 
upon forecasts of future results are not necessarily indicative of actual future
results, which may be significantly more or less favorable than suggested by    
such analyses. Because such analyses are inherently subject to uncertainty,     
being based upon numerous factors or events beyond the control of the parties or
their respective advisors, none of AMT, Cytec, Wm Sword & Co. or any other      
person assumes responsibility if future results are materially different from   
those discussed.                                                                

    As described above, Wm Sword & Co.'s presentation to the AMT Board was one
of many factors taken into consideration by AMT in making its determination to  
approve the Merger Agreement and the Merger. Although Wm Sword & Co. evaluated  
the fairness of the Merger Consideration, taken as a whole, to be received by   
the holders of AMT Common Stock in the Merger, the specific consideration was   
determined by                                                                   
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AMT and Cytec through arm's-length negotiation. The foregoing summary does not  
purport to be a complete description of the analyses performed by Wm Sword & Co.
and is qualified by reference to the written opinion of Wm Sword & Co. set forth
in Annex C to this Proxy Statement/Prospectus.                                  

    Wm Sword & Co. is an investment banking firm established in 1976 primarily
engaged in acquisitions, divestitures, equity and debt private placements and   
financial advisory services. As part of its investment banking services, Wm     
Sword & Co. is regularly engaged in the valuation of businesses and securities  
in connection with mergers, acquisitions, divestitures and private equity       
placements and valuations for corporate, estate and other purposes. Wm Sword &  
Co. is acting as financial advisor to the Board of Directors of AMT in          
connection with the Merger and has received a fee from AMT for its services. Wm 
Sword & Co. is familiar with AMT having provided investment banking services to 
AMT from time to time, including acting as financial advisor regarding          
financings and acquisitions and has received fees for rendering those services  
including shares of AMT. As of July 8, 1998, Wm Sword & Co. owned 47,985 shares 
of AMT.                                                                         

Pursuant to a letter agreement dated July 6, 1998 (the "Engagement    
Letter"), AMT engaged Wm Sword & Co. to act as its financial advisor and to     
render a formal written opinion for the Board of Directors of AMT in connection 
with the possible merger with Cytec. AMT has paid Wm Sword & Co. a fee of       
$125,000 for acting as financial advisor and providing its opinion and          
reimbursed Wm Sword & Co. for its reasonable expenses, including travel costs,  
document production and other similar expenses of this type and also including  
the fees of outside counsel and other professional advisors engaged with AMT's  
consent. AMT has also agreed to indemnify Wm Sword & Co. and certain related    
persons against certain liabilities, including certain liabilities under federal
securities laws.                                                                

EFFECTIVE TIME                                                                  

     The Merger will become effective at such time as a Certificate of Merger is
duly filed with the Secretary of State of the State of Delaware, or at such     
other time as is specified in such certificate. The Merger Agreement provides   
that AMT will execute the Certificate of Merger and cause it to be filed and    
recorded in accordance with the DGCL. See "THE MERGER AGREEMENT -- Conditions to
the Consummation of the Merger".                                                

MERGER CONSIDERATION                                                            

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 and 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 (the "Merger Consideration"). 
As of the Effective Time, all shares of AMT Common Stock shall no longer be     
outstanding and shall automatically be canceled and retired and shall cease to  
exist, and each holder of a certificate representing any such shares of AMT     
Common Stock shall cease to have any rights with respect thereto, except the    
right to receive the Conversion Number of fully paid and nonassessable shares of
Cytec and any cash in lieu of fractional shares of Cytec Common Stock to be     
issued or paid in consideration therefor upon surrender of such certificate,    
without interest. In connection with signing the Merger Agreement, Cytec has    
paid AMT the Initial Payment of $500,000, which AMT shall refund to Cytec in    
certain circumstances.                                                          

EXCHANGE AGENT; EXCHANGE PROCEDURES; DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED  
SHARES; NO FURTHER OWNERSHIP RIGHTS IN AMT COMMON STOCK; NO FRACTIONAL SHARES;  
ADJUSTMENTS                                                                     

  EXCHANGE AGENT.  The Merger Agreement requires Cytec to select a bank or
trust company (the "Exchange Agent") to conduct the exchange of AMT Common Stock
for Cytec Common Stock contemplated by the Merger Agreement.                    

  EXCHANGE PROCEDURES.  After the Effective Time, the Exchange Agent shall
effect the exchange for the Merger Consideration of certificates which, at the  
Effective Time, represent shares of AMT Common Stock. Upon the issuance and     
delivery by the Exchange Agent of the Merger Consideration in exchange therefor,
the certificates which prior to the Effective Time represent outstanding shares 
of AMT Common Stock shall                                                       
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forthwith be canceled. Subsequent to the Effective Time, unless and until such  
an outstanding certificate is so surrendered, no dividends or distributions of  
any kind payable to the holders of record of shares of Cytec Common Stock after 
the Effective Time shall be paid by Cytec to the holder of such an outstanding  
certificate representing shares of AMT Common Stock nor shall such holder have a
right to receive such dividends and distributions or be entitled to vote on any 
matter. Upon the surrender and exchange of such an outstanding certificate, the 
holder shall be paid, without interest thereon, the amount of any dividends or  
distributions with a record date after the Effective Time which theretofore     
became payable with respect to the shares of Cytec Common Stock evidenced by    
such certificate. If any certificates representing shares of Cytec Common Stock 
are to be issued in a name other than that in which the certificate representing
shares of AMT Common Stock surrendered in exchange therefor is registered, it   
shall be a condition of such exchange that the certificate so surrendered shall 
be properly endorsed (including signature guarantees) or otherwise in proper    
form for transfer and that the person requesting such exchange shall pay to the 
Exchange Agent any transfer or other taxes required by reason of the issuance of
such certificate in a name other than the registered holder of the certificate  
surrendered, or shall establish to the satisfaction of the Exchange Agent that  
such tax has been paid or is not applicable. Except as provided in the preceding
sentence, the Exchange Agent shall exchange certificates representing shares of 
AMT Common Stock for certificates representing shares of Cytec Common Stock     
without charge. Notwithstanding the foregoing, neither the Exchange Agent nor   
any other party hereto shall be liable to a holder of shares of AMT Common Stock
for any shares of Cytec Common Stock or dividends or distributions made with    
respect thereto delivered to a public official pursuant to applicable abandoned 
property, escheat or similar laws.                                              

    AMT STOCKHOLDERS SHOULD NOT FORWARD AMT STOCK CERTIFICATES TO THE EXCHANGE
AGENT UNTIL THEY HAVE RECEIVED TRANSMITTAL FORMS. AMT STOCKHOLDERS SHOULD NOT   
RETURN STOCK CERTIFICATES WITH THE ENCLOSED PROXY.                              

    NO FRACTIONAL SHARES.  No fractional shares of Cytec Common Stock shall be
issued upon the surrender for exchange of certificates. Each stockholder who    
otherwise would be entitled to a fractional share interest in a share of Cytec  
Common Stock shall be entitled to receive an amount in cash (without interest)  
determined by multiplying the fractional share interest to which such holder    
otherwise would be entitled by the Average Closing Price. Unless and until      
certificates theretofore representing shares of AMT Common Stock shall have been
surrendered, the holders of any such certificate representing a fraction of a   
share of Cytec Common Stock shall not be entitled to receive the cash payment   
described above.                                                                

ADJUSTMENTS.  If, between the date of the Merger Agreement and the    
Effective Time, the outstanding shares of Cytec Common Stock shall have been    
changed into a different number of shares or a different class by reason of any 
reclassification, recapitalization, split-up, combination, exchange of shares or
readjustment, or a non-cash dividend or other distribution thereon, or a cash   
dividend shall be declared with a record date within said period (each of the   
foregoing events being a "Recapitalization"), then the Conversion Number shall  
be correspondingly adjusted, and if the Recapitalization involves the issuance, 
with respect to Cytec Common Stock, of any other security or property (whether  
issued by Cytec or any related entity), each stockholder of AMT shall receive in
the Merger, in addition to the Merger Consideration to which he is entitled,    
additional shares of Cytec Common Stock having an aggregate value equal to the  
value of the pro rata share of the security, other property or cash distributed 
as a result of the Recapitalization that such holder would have received if he  
had been the record holder, as of the record date for such distribution, of     
Cytec Common Stock into which his AMT Common Stock will be converted in the     
Merger.                                                                         

NO FURTHER OWNERSHIP RIGHTS IN AMT COMMON STOCK.  All shares of Cytec 
Common Stock issued upon the surrender for exchange of certificates representing
outstanding shares of AMT Common Stock and any cash paid shall be deemed to have
been issued and paid in full satisfaction of all rights pertaining to the shares
of AMT Common Stock theretofore represented by such certificates, and there     
shall be no further registration of transfers on the stock transfer books of the
Surviving Corporation of the shares of AMT Common Stock which were outstanding  
immediately prior to the Effective Time. If, after the Effective Time,          
certificates for shares of AMT Common Stock are presented to the Surviving      
Corporation or the Exchange Agent for any reason, they shall be canceled and    
exchanged.                                                                      

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   TERMINATION OF EXCHANGE AGENT.  Any shares of Cytec Common Stock and cash
in lieu of fractional shares of AMT Common Stock which remains undistributed by 
the Exchange Agent to the holders of the certificates for shares of AMT Common  
Stock for six months after the Effective Time shall be delivered to Cytec by the
Exchange Agent, upon demand, and any holders of such certificates who have not  
theretofore exchanged such certificates shall thereafter look only to Cytec for 
issuance or payment thereto of their claims for shares of Cytec Common Stock,   
any cash in lieu of fractional shares of Cytec Common Stock and any dividends or
distributions with respect to shares of Cytec Common Stock.                     

STOCK EXCHANGE LISTING                                                          

    It is a condition to each party's obligation to effect the Merger that the
shares of Cytec Common Stock issuable to stockholders of AMT pursuant to the    
Merger Agreement and such other shares required to be reserved for issuance in  
connection with the Merger shall have been authorized for listing on the NYSE   
upon official notice of issuance.                                               

CERTAIN FEDERAL INCOME TAX CONSEQUENCES                                         

    The following discussion summarizes the anticipated material United States
federal income tax consequences of the Merger that are generally applicable to  
Cytec, AMT, Merger Sub and the stockholders of AMT under the Code. This         
discussion does not deal with all federal income tax considerations that may be 
relevant to particular stockholders of AMT in light of their particular         
circumstances, such as stockholders owning, directly or indirectly, five percent
or more of either the total voting power or the total value of Cytec Common     
Stock following the Merger; stockholders who are dealers in securities;         
stockholders who are subject to the alternative minimum tax provisions of the   
Code; stockholders who are foreign persons; stockholders who acquired their     
shares in connection with stock option or stock purchase plans or in other      
compensatory transactions and stockholders who otherwise hold convertible       
securities, warrants or options. In addition, the following discussion does not 
address the tax consequences of transactions effectuated before or after the    
Merger (whether or not such transactions are or were undertaken in connection   
with the Merger), including transactions in which shares of AMT Common Stock    
were or are acquired or transactions in which shares of Cytec Common Stock are  
disposed of. Furthermore, no foreign, state or local tax considerations are     
addressed in this discussion.                                                   

   STOCKHOLDERS OF AMT ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE
SPECIFIC TAX CONSIDERATIONS OF THE MERGER, INCLUDING THE APPLICABLE FEDERAL,    
STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF THE MERGER.                

 The following discussion is based on the Code, applicable United States
Treasury regulations, judicial authority, and administrative rulings and        
practice, all as of the date of this Proxy Statement. The Internal Revenue      
Service (the "IRS") is not precluded from adopting a contrary position. In      
addition, there can be no assurance that future legislative, judicial or        
administrative changes or interpretations will not adversely affect the accuracy
of the statements and conclusions set forth in this discussion. Any such changes
or interpretations could be applied retroactively and could affect the tax      
consequences of the Merger to AMT, Cytec and the stockholders of AMT. At the    
Closing, as a condition to the obligations of AMT to consummate the Merger, AMT 
will receive an opinion from its legal counsel, Foley, Hoag & Eliot LLP to the  
effect that for Federal income tax purposes, the Merger will constitute a       
"reorganization" within the meaning of Section 368(a) of the Code. Accordingly, 
the following will be the Federal income tax consequences of the Merger:        

          (i) no gain or loss will be recognized by the stockholders of AMT upon
receipt of Cytec Common Stock in exchange for their AMT Common Stock, 
 except that a holder of AMT Common Stock who receives cash in lieu of a
     fractional share of Cytec Common Stock will recognize gain or loss equal to
    the difference between the amount of such cash and the tax basis allocated
    to such stockholder's fractional share of Cytec Common Stock. Such gain or
loss will constitute long-term capital gain or loss if, at the        

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  Effective Time, such stockholder's AMT Common Stock is held as a capital
asset and has been held for more than one year;                       

         (ii) the tax basis of Cytec Common Stock received by the stockholders
   of AMT will be the same as the tax basis of such stockholders' AMT Common
  Stock exchanged therefor reduced by any amount allocable to a fractional
share interest for which cash is received;                            

          (iii) the holding period of Cytec Common Stock in the hands of the AMT
stockholders will include the holding period of such stockholders' AMT
Common Stock exchanged therefor, provided that such Stock is held as a
capital asset at the Effective Time; and                              

          (iv) no gain or loss will be recognized by Cytec, Merger Sub or AMT as
a result of the Merger.                                               

   The parties have not requested and will not request a ruling from the IRS
in connection with the Merger. The opinion of legal counsel referred to in this 
discussion neither binds the IRS nor precludes the IRS from adopting a contrary 
position. The opinion is subject to certain assumptions and qualifications and  
the accuracy of certain representations made by AMT, Cytec, Merger Sub and the  
stockholders of AMT, including representations in certificates to be delivered  
to counsel by the respective managements of AMT, Cytec and Merger Sub and by    
stockholders of AMT.                                                            

ACCOUNTING TREATMENT                                                            

     The Merger will be accounted for under the "purchase" method of accounting,
in accordance with GAAP. After the Merger, the balance sheets, and results of   
operations of AMT will be included in the consolidated financial statements of  
Cytec. On the date that the Merger becomes effective, the cost of the AMT       
acquisition to Cytec, as determined by (i) the number of the shares of Cytec    
Common Stock issued as Merger Consideration, valued based on the market price of
such shares during the period from a few days before to a few days after the    
Closing Date plus any cash issued in lieu of fractional shares, (ii) Cytec's    
basis in shares of AMT it owns on the Closing Date, (iii) the fair value of     
options issued by Cytec in exchange for outstanding options of AMT, and (iv) the
costs incurred by Cytec related to the Merger, will be allocated to the net     
assets of AMT based upon their respective estimated fair market values and any  
unallocated costs will be attributed to goodwill.                               

EFFECT ON EMPLOYEE BENEFIT AND STOCK PLANS                                      

   BENEFIT MATTERS.  During the period from the Effective Time of the Merger
until the first anniversary of the Effective Time of the Merger, Cytec shall, or
shall cause the Surviving Corporation to, maintain employee benefit plans (as   
defined in Section 3(3) of ERISA) for the benefit of employees of AMT or its    
subsidiaries, which are no less favorable in the aggregate to those benefits    
provided under the Plans in effect on the date of the Merger Agreement. Cytec   
shall, or shall cause the Surviving Corporation to, (i) treat employment by AMT 
as employment by Cytec or any of its subsidiaries, if applicable, for the       
purpose of determining limitations as to preexisting conditions, exclusions and 
waiting periods with respect to participation and coverage requirements         
applicable to the employees of AMT under any Cytec welfare plan that such       
employees may be eligible to participate in after the Effective Time of the     
Merger and (ii) provide each employee of AMT with credit for any co-payments and
deductibles paid in the year in which the Merger occurs prior to the Effective  
Time of the Merger in satisfying any applicable deductible or out-of-pocket     
requirements under any Cytec welfare plans that such employees are eligible to  
participate in after the Effective Time of the Merger.                          

 AMT STOCK OPTIONS AND WARRANTS.  The AMT Board (or, if appropriate, any
committee administering AMT Stock Plans, as defined below) has agreed to adopt  
such resolutions and take such other actions as may be required to effect the   
following: (i) adjust the terms of all outstanding options and warrants to      
purchase AMT Common Stock (the "AMT Options") granted under any plan, agreement 
or other arrangement providing for the grant of options or warrants to purchase 
AMT Common Stock ("the AMT Stock Plans"), whether vested or unvested, as        
necessary to provide that, at the Effective Time, each AMT Option outstanding   
immediately prior to the Effective Time shall be deemed to constitute an option 
to acquire, on the same terms                                                   

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and conditions as were applicable under such AMT Option, the number of shares of
Cytec Common Stock (rounded down to the nearest whole share) the holder of such 
AMT Option would have received had such holder exercised such AMT Option in full
immediately prior to the Effective Time, at a price per share of Cytec Common   
Stock equal to (x) the aggregate exercise price for the shares of AMT Common    
Stock otherwise purchasable pursuant to such AMT Option divided by (y) the      
aggregate number of shares of Cytec Common Stock deemed purchasable pursuant to 
such AMT Option (each, as so adjusted, an "Adjusted Option"); provided that such
exercise price shall be rounded up to the nearest whole cent; and (ii) make such
other changes to AMT Stock Plans as Cytec and AMT may agree are appropriate to  
give effect to the Merger.                                                      

    At the Effective Time, by virtue of the Merger and without the need of any
further corporate action, Cytec shall assume the AMT Stock Plans, with the      
result that all obligations of AMT under the AMT Stock Plans, including with    
respect to AMT Options outstanding at the Effective Time, shall be obligations  
of Cytec following the Effective Time. AMT shall obtain such consents and effect
such amendments and modifications as are reasonably required to ensure that     
following the Effective Time, (i) no holder of an AMT Option shall have any     
right thereunder to acquire any capital stock of AMT or any of its subsidiaries 
and (ii) any such AMT Option is on the terms set forth in the preceding         
paragraph.                                                                      

 Cytec has agreed to prepare and file with the Commission a registration
statement on Form S-8 (or another appropriate form) registering a number of     
shares of Cytec Common Stock equal to the number of shares subject to the       
Adjusted Options that are held by employees or directors of AMT and eligible for
registration on Form S-8. Such registration statement shall be kept effective   
(and the current status of the prospectus or prospectuses required thereby shall
be maintained) at least for so long as any Adjusted Options may remain          
outstanding.                                                                    

     As soon as practicable after the Effective Time, Cytec shall deliver to the
holders of AMT Options appropriate notices setting forth such holders' rights   
pursuant to the respective AMT Stock Plans and the agreements evidencing the    
grants of such AMT Options and that such AMT Options and agreements shall be    
assumed by Cytec and shall continue in effect on the same terms and conditions. 
A holder of an Adjusted Option may exercise such Adjusted Option in whole or in 
part in accordance with its terms by delivering a properly executed notice of   
exercise to Cytec, together with the consideration therefor and the federal     
withholding tax information, if any, required in accordance with the related AMT
Stock Plan.                                                                     

   Options held by AMT Board members S. Georgiev, B. Glosson and R.V. Glaser
vest incrementally as a result of the price of AMT Common Stock achieving a     
trading price of $3, $4 and $5. As a result of this vesting mechanism, certain  
of these options have become exercisable. The AMT Stock Plans allow the AMT     
Board to accelerate the vesting of outstanding options upon the occurrence of   
certain events. The Merger Agreement provides that these options will become    
exercisable in full immediately before the Effective Time of the Merger. Cytec  
has agreed to continue each of these options in effect until the fifth          
anniversary of the grant of such option. Certain options held by Mr. Pendorf,   
L.J. Cohen, an AMT Vice President and J.L. Russell, AMT's Chief Financial       
Officer, are also subject to vesting determined by the price of AMT Common Stock
as described above. The Merger Agreement provides that the options held by these
individuals will vest in full upon such individual's termination of employment  
with Cytec, the Merger Sub or AMT. Cytec has agreed to continue each of these   
options in effect until the fifth anniversary of the grant of the option.       

INTERESTS OF CERTAIN PERSONS IN THE MERGER                                      

In considering the recommendation of the AMT Board with respect to the
Merger Agreement, stockholders should be aware that the members of the AMT Board
and certain members of management of AMT and its subsidiaries at the time of the
approval of the Merger Agreement had, and currently have, certain interests     
which may present them with potential conflicts of interest in connection with  
their recommendation of the approval of the Merger Agreement to AMT's           
stockholders.                                                                   

   EMPLOYMENT AGREEMENTS.  The Merger Agreement provides that, contingent on
the satisfactory closing of the Merger, P.W. Pendorf, and L.J. Cohen, an AMT    
Vice President, will be employed for a minimum of                               

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two years as a Vice President and as a Manager of Business Development,         
respectively, for Cytec Fiberite Inc., a wholly owned subsidiary of Cytec.      

STOCKHOLDERS AGREEMENT.  S. Georgiev, R.V. Glaser, B. Glosson and P.W.
Pendorf have entered into the Stockholders Agreement, pursuant to which they    
have agreed, among other things, to vote their shares of AMT Common Stock,      
including shares received upon the exercise of options, in favor of the Merger, 
the Merger Agreement and each of the transactions contemplated by the Merger    
Agreement at the Special Meeting. See "THE SPECIAL MEETING -- The Stockholders  
Agreement".                                                                     

  STOCK OPTIONS.  The unvested options held by S. Georgiev, B. Glosson and
R.V. Glaser will vest in full immediately prior to the Effective Time of the    
Merger and continue in effect until the fifth anniversary of the grant of such  
option, and unvested options held by P.W. Pendorf, L.J. Cohen and J.L. Russell  
will vest in full upon such person's termination of employment with Cytec, the  
Merger Sub, or AMT, as the case may be, and will continue in effect until the   
fifth anniversary of the grant of such option.                                  

INDEMNIFICATION OF DIRECTORS AND OFFICERS PURSUANT TO THE MERGER      
AGREEMENT.  Cytec has agreed that all rights to indemnification now existing in 
favor of the employees, agents, directors or officers of AMT and its            
subsidiaries as provided in their respective charters or bylaws shall survive   
the Merger and shall continue in full force and effect, to the fullest extent   
permitted by applicable law, for a period not less than five years from the     
Effective Time with respect to matters occurring prior to the Effective Time.   
The Surviving Corporation shall maintain in effect for not less than five years 
from the Effective Time the effectiveness of current policies of directors' and 
officers' liability insurance maintained by AMT and its subsidiaries with       
respect to matters occurring prior to the Effective Time.                       

RESALE OF CYTEC COMMON STOCK                                                    

   The Cytec Common Stock to be issued pursuant to the Merger will be freely
transferable under the Securities Act except for shares issued to any AMT       
stockholder who may be deemed to be an affiliate of AMT (an "Affiliate") for    
purposes of Rule 145 under the Securities Act. Prior to the Closing Date, AMT   
shall deliver to Cytec a letter identifying all persons who are, at the time the
Merger Agreement is submitted for approval to the stockholders of AMT,          
Affiliates of AMT. AMT shall cause each such person to deliver to Cytec on or   
prior to the Closing Date a written agreement stating that such person will not 
sell, assign or transfer any Cytec Common Stock in exchange for shares of AMT   
Common Stock pursuant to the Merger except (i) pursuant to an effective         
registration statement under the Securities Act or (ii) in a transaction that,  
in the opinion of independent counsel reasonably satisfactory to Cytec or as    
described in a "no-action" or interpretive letter from the Staff of the         
Commission, is not required to be registered under the Securities Act.          

ACQUISITION PROPOSALS                                                           

    The Merger Agreement provides that neither AMT nor any of its subsidiaries
shall (whether directly or indirectly through advisors, agents or other         
intermediaries), nor shall AMT or any of its subsidiaries authorize or permit   
any of its or their officers, directors, employees, agents, representatives,    
advisors or subsidiaries to (a) solicit, initiate or take any action knowingly  
to facilitate or encourage the submission of inquiries, proposals or offers from
any person (other than the Merger Sub or Cytec) relating to (i) any acquisition 
or purchase of 15% or more of the consolidated assets of AMT and its            
subsidiaries or of over 15% of any class of equity securities of AMT or any of  
its subsidiaries, (ii) any tender offer (including a self tender offer) or      
exchange offer that if consummated would result in any person beneficially      
owning 15% or more of any class of equity securities of AMT or any of its       
subsidiaries, (iii) any merger, consolidation, business combination, sale of    
substantially all assets, recapitalization, liquidation, dissolution or similar 
transaction involving AMT or any of its subsidiaries whose assets, individually 
or in the aggregate, constitute more than 15% of the consolidated assets of AMT 
other than the transactions contemplated by the Merger Agreement, or (iv) any   
other transaction the consummation of which would or could reasonably be        
expected to impede, interfere with, prevent or materially delay the Merger      
(each, a "Transaction Proposal" and collectively, "Transaction Proposals"), or  
agree to or endorse any Transaction Proposal or, (b) discussions, negotiations  
or agreements regarding any Transaction Proposal, or furnish to any other person
any information with respect to its business,                                   

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properties or assets or any of the foregoing, or otherwise cooperate in any way 
with, or knowingly assist or participate in, facilitate or encourage, any effort
or attempt by any other person (other than the Merger Sub or Cytec) to do or    
seek any of the foregoing.                                                      

     However, AMT shall not be prohibited (either directly or indirectly through
advisors, agents or other intermediaries) from, prior to the Special Meeting (i)
furnishing information pursuant to an appropriate confidentiality letter (which 
letter shall not be less favorable to AMT in any material respect than the      
Confidentiality Agreement, dated as of June 15, 1997 between AMT and Cytec)     
concerning AMT and its businesses, properties or assets to a third party who has
made a bona fide Transaction Proposal, (ii) engaging in discussions or          
negotiations with such a third party who has made a bona fide Transaction       
Proposal, (iii) following receipt of a bona fide Transaction Proposal, taking   
and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule
14e-2(a) under the Exchange Act or otherwise making disclosure to its           
stockholders, or (iv) taking any action required to be taken by AMT pursuant to 
a non-appealable, final order by any court of competent jurisdiction, but in    
each case referred to in the foregoing clauses (i) through (iv) only to the     
extent that a majority of the disinterested members of the AMT Board shall have 
concluded in good faith on the basis of written advice (or advice confirmed in  
writing) from outside counsel that the failure to take such action would be     
contrary to the fiduciary duties of the AMT Board to the stockholders of AMT    
under applicable law, provided that, to the extent that it may do so without    
acting in a manner contrary to its fiduciary duties under applicable law, the   
AMT Board shall not take any of the actions referred to in the foregoing clauses
(i) through (iii) until after reasonable notice to Cytec with respect to such   
action and further provided that the AMT Board shall continue to advise Cytec   
after taking such proposal and the identity of the person making it.            

RIGHT OF THE AMT BOARD TO WITHDRAW RECOMMENDATION                               

     Under the Merger Agreement, neither the AMT Board nor any committee thereof
shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a   
manner adverse to Cytec, the approval or recommendation by the AMT Board or such
committee of the Merger, the Merger Agreement or the Stockholders Agreement,    
(ii) approve or recommend, or propose publicly to approve or recommend, any     
Transaction Proposal, or (iii) cause AMT to enter into any Company Acquisition  
Agreement related to any Transaction Proposal. However, in the event that at any
time prior to the Special Meeting the AMT Board determines in good faith, after 
consultation with its outside counsel, that it is necessary to do so in order to
comply with its fiduciary duties to the stockholders of AMT under applicable    
law, the AMT Board may, subject to the Parent Termination Fee, terminate the    
Merger Agreement and enter into any Company Acquisition Agreement with respect  
to any Superior Proposal (as defined herein), but only at a date prior to the   
Special Meeting and after the later of (x) the third business day following     
notice to Cytec that the AMT Board is prepared to accept a Superior Proposal and
(y) in the event of any amendment to the price or any material terms of a       
Superior Proposal, one business day following Cytec's receipt of written notice 
containing the material terms of such amendment. As used in the Merger          
Agreement, a "Superior Proposal" means any proposal made by a third party (i) to
acquire, directly or indirectly, including pursuant to a tender offer, exchange 
offer, merger, consolidation, business combination, recapitalization,           
liquidation, dissolution or similar transaction, for consideration consisting of
cash and/or securities, more than 50% of the combined voting power of the shares
of AMT Common Stock then outstanding or all or substantially all the assets of  
AMT, (ii) that is otherwise on terms which the AMT Board determines in its good 
faith judgment (based on the advice of a reputable financial advisor) to be more
favorable to AMT's stockholders than the Merger, and (iii) for which financing, 
to the extent required, is then committed or which, in the good faith judgment  
of the AMT Board, is reasonably capable of being obtained by such third party.  

FEES AND EXPENSES                                                               

If the Merger is not consummated, all costs and expenses incurred in  
connection with the Merger Agreement and the transactions it contemplates shall 
be paid by the party incurring such cost or expense, provided that the aggregate
cost of printing and mailing the Proxy Statement and filing the Proxy Statement 
and the Registration Statement with the Commission shall be borne one-half by   
AMT and one-half by Cytec.                                                      

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However, AMT shall pay to Cytec the Parent Termination Fee plus all Expenses (as
defined herein) upon any of the following events: (i) termination of the Merger 
Agreement by Cytec as provided for in the Merger Agreement if (x) 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 (y) AMT  
shall have entered into an agreement with respect to a Superior Proposal; (ii)  
termination of the Merger Agreement by AMT as provided for in the Merger        
Agreement if AMT enters into a definitive agreement in respect of a Superior    
Proposal; (iii) termination of the Merger Agreement by either Cytec or AMT as   
provided for in the Merger Agreement 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, and   
prior to such termination a bona fide Transaction Proposal shall have been made;
(iv) termination of the Merger Agreement by either Cytec or AMT as provided for 
in the Merger Agreement if the Effective Time shall not have occurred on or     
before November 15, 1998 (unless (I) the absence of such occurrence shall be due
to the failure of the party seeking to terminate the Merger Agreement to        
perform, in all material respects, each of its obligations under the Merger     
Agreement at or prior to the Effective Time or (II) the parties are then unable 
to close because the applicable waiting period under the HSR Act has not then   
expired or the Registration Statement is not then effective), and (x) prior to  
such termination a bona fide Transaction Proposal shall have been made and (y)  
within 18 months of such termination an agreement relating to a Transaction     
Proposal is entered into by AMT with any person making such Transaction         
Proposal; or (v) such payments are otherwise required by the section of the     
Merger Agreement dealing with the right of the AMT Board to withdraw its        
recommendation. See "THE MERGER -- Acquisition Proposals", "THE MERGER -- Right 
of the AMT Board to Withdraw Recommendation" and "THE MERGER                    
AGREEMENT -- Termination, Amendment and Waiver". As used herein, "Expenses"     
means all commercially reasonable out-of-pocket fees and expenses incurred or   
paid by or on behalf of Cytec or any of its affiliates in connection with the   
Merger or the consummation of any of the transactions contemplated by the Merger
Agreement, including all fees and expenses of counsel, investment banking firms,
accountants, experts and consultants to Cytec or any or its affiliates and all  
fees and expenses of banks, investment banking firms and other financial        
institutions and their respective counsel, accountants and agents in connection 
with arranging or providing financing; provided that such fees and expenses have
been incurred prior to termination of the Merger Agreement.                     

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 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.                                  

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     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    
bylaw 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 bylaw 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), (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).                                     

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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 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                                                     

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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-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 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 Stockholder  
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 
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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 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                                                 
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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 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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OFFICERS AND DIRECTORS AFTER THE MERGER 

   The officers of AMT at the Effective Time will become the officers of the
Surviving Corporation until their successors have been duly appointed and       
qualified or until their earlier resignation or removal. The directors of the   
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.                                           

  The directors of the Merger Sub are J.P. Cronin (Chairman of the Board),
E.F. Jackman (about each of whom certain information is incorporated by         
reference to Cytec's Annual Report on Form 10-K for the year ended December 31, 
1997) and R. Smith. R. Smith is Senior Counsel and Assistant Secretary of Cytec.
From January 1994 to July 1997, he was an attorney at Cytec, and prior to that  
time he was an attorney at Cyanamid. J.P. Cronin also serves as President and   
Chief Executive Officer, E.F. Jackman also serves as Vice President and         
Secretary, T.P. Wozniak (about whom certain information is incorporated by      
reference to Cytec's Annual Report on Form 10-K for the year ended December 31, 
1997) is a Vice President and Treasurer, and R. Smith also serves as Assistant  
Secretary. None of the directors or officers receives compensation for serving  
in their capacities as directors or officers of the Merger Sub.                 

COMPARATIVE STOCK PRICES AND DIVIDENDS

 Cytec Common Stock listed for trading on the NYSE (symbol: CYT) and AMT
Common Stock is quoted on the Nasdaq SmallCap Market (symbol: AMTK) and the     
Pacific Exchange (symbol: MTK). The following table sets forth, for the periods 
indicated, the high and low sales prices per share of Cytec Common Stock on the 
NYSE Composite Transaction Tape and of AMT Common Stock on the Nasdaq SmallCap. 

                                                        [Enlarge/Download Table]

                                                                  CYTEC                    AMT            
                                                              COMMON STOCK            COMMON STOCK        
                                                            -----------------       -----------------     
                      CALENDAR PERIOD                       HIGH          LOW       HIGH          LOW     
                      ---------------                       ----          ---       ----          ---     
                                                                                                          
1996                                                                                                      
  First Quarter............................................  29 29/64     20 3/8     --           --      
  Second Quarter...........................................  31 27/64     27         --           --      
  Third Quarter............................................  39 1/2       25 21/64    8            4      
  Fourth Quarter...........................................  40 7/8       34 3/8      6 5/8        3 1/2  
1997                                                                                                      
  First Quarter............................................  42 1/4       36 7/8      6 7/8        3 5/8  
  Second Quarter...........................................  40 1/4       33 7/8      6            3 13/16
  Third Quarter............................................  50 3/8       37 5/16     6 5/8        4 3/8  
  Fourth Quarter...........................................  50 15/16     44          5 7/16       1 1/2  
1998                                                                                                      
  First Quarter............................................  55 1/4       45 3/16     3 3/16       1 11/16
  Second Quarter...........................................  58 9/16      41 11/16    4            2 9/32 
  Third Quarter (through September 3, 1998)................  45 3/8       22 3/16     5 3/8        2 3/4  

AMT has never paid cash dividends on shares of AMT Common Stock. In   
addition, the Merger Agreement restricts AMT's ability to pay cash dividends    
between the date of the Merger Agreement and the Effective Time. Cytec has never
paid a cash dividend on shares of Cytec Common Stock and does not expect to pay 
one in the foreseeable future. The high and low prices of Cytec Common Stock    
have been restated to reflect the three-for-one stock split paid in July 1996.  

   The following table sets forth the high and low sales prices per share of
Cytec Common Stock on the NYSE Composite Transaction Tape and of AMT Common     
Stock on the Nasdaq SmallCap Market on July 8, 1998, the last trading day before
the public announcement of the Merger Agreement and September 3, 1998, the last 
trading day before the date of the filing of this Proxy Statement/Prospectus:   

                                                        [Enlarge/Download Table]

                                                                CYTEC               AMT          
                                                            COMMON STOCK       COMMON STOCK      
                                                            -------------      -------------     
                                                            HIGH      LOW      HIGH      LOW     
                                                            ----      ---      ----      ---     
                                                                                                 
July 8, 1998...............................................  43 7/8   43 9/16    3 1/16   2 3/4  
September 3, 1998..........................................  25 3/4   23         5 1/8    4 15/16

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COMPARISON OF RIGHTS OF COMMON STOCKHOLDERS 
OF CYTEC AND AMT

     The rights of the stockholders of Cytec are governed by Cytec's Certificate
of Incorporation, as amended (the "Cytec Certificate of Incorporation"), its    
By-laws (the "Cytec By-laws") and the DGCL. The rights of the stockholders of   
AMT are governed by its Restated Certificate of Incorporation, as amended (the  
"AMT Certificate of Incorporation"), its Amended and Restated By-laws (the "AMT 
By-laws") and the DGCL. After the Effective Time, the rights of stockholders of 
AMT who become stockholders of Cytec will be governed by the Cytec Certificate  
of Incorporation, the Cytec By-laws and the DGCL. See "ABSENCE OF APPRAISAL     
RIGHTS".                                                                        

   The following is a summary of the material differences between the rights
of stockholders of Cytec and the rights of stockholders of AMT. This summary is 
qualified in its entirety by reference to applicable provisions of the DGCL and 
to the Cytec Certificate of Incorporation, Cytec By-laws, AMT Certificate of    
Incorporation and AMT By-laws.                                                  

Board of Directors.                                                         

Section 141(b) of the DGCL provides that the number of directors of a 
corporation shall be fixed by, or in the manner provided in, the by-laws of a   
corporation, unless the certificate of incorporation of the corporation fixes   
the number of directors, in which case a change in the number of directors shall
be made only by amendment of the certificate.                                   

  The Cytec Certificate of Incorporation provides that the total number of
Cytec directors shall, subject to the terms and conditions of any Cytec         
Preferred Stock, be not less than five nor more than twelve as determined by the
Cytec Board from time to time; the terms of the Series C Preferred Stock can    
cause the number of directors on the Cytec Board to be greater than twelve.     
Cytec currently has seven directors. The Cytec Board is classified into three   
classes each consisting, as nearly as possible, of one-third of the total number
of directors. One director is chosen by the Series C Preferred Stock at each    
annual meeting of stockholders to serve until the next annual meeting. See      
"DESCRIPTION OF CYTEC CAPITAL STOCK -- Preferred Stock". The terms of the       
remaining directors, who are elected by the holders of Cytec Common Stock, are  
three years each and are staggered such that at each annual meeting only two of 
the six such directorships are voted upon.                                      

The AMT Certificate of Incorporation provides that the number of AMT  
directors shall, subject to the terms and conditions of any AMT Preferred Stock,
be not less than three and not more than twelve. The number of directors may be 
increased or decreased at any time by an affirmative majority of the AMT Board, 
except that such decrease by vote of directors shall only be made to eliminate  
vacancies existing by reason of the death, resignation or removal of one or more
directors. The directors are elected at the annual meeting of stockholders, and 
hold office until their successors are chosen and qualified, or until their     
earlier death, resignation, disqualification or removal. The directors are      
classified with respect to the time for which they shall severally hold office  
into three classes, Class I, Class II and Class III, each consisting as nearly  
as possible of one-third of the whole number of the board of directors and each 
class serving a three-year term. AMT currently has four directors. The provision
in the AMT Certificate of Incorporation to this effect cannot be amended,       
altered or repealed without the affirmative vote or consent of the holders of   
75% of all shares of stock of the corporation entitled to vote at a meeting of  
the stockholders held for the purposes of voting on such amendment.             

Section 141(k)(l) of the DGCL provides that unless the certificate of 
incorporation of the corporation otherwise provides, in the case of a           
corporation whose board is classified, shareholders may effect the removal of   
any director or the entire board of directors holders of a majority of the      
shares then entitled to vote in election of directors only for cause. The AMT   
By-laws define "cause" to mean: (1) willful and continued material failure,     
refusal or inability to perform one's duties to the corporation or the willful  
engaging in gross misconduct materially and demonstrably damaging to the        
corporation; or (2) conviction for any crime involving moral turpitude or any   
other legal acts that materially adversely reflects upon the business, affairs  
or                                                                              

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reputation of the company or on one's ability to perform one's duties to the    
corporation. Cytec's By-laws do not define "cause".                             

Special Meeting of Stockholders; Action by Written Consent.                 

    Under the Cytec By-laws, special meetings of stockholders may be called by
the Cytec Board, the Chairman of the Cytec Board or Cytec's President.          

Under the AMT By-laws, if the annual meeting is not held on the day   
provided in the AMT By-laws or if the election of directors is not held at the  
annual meeting, a special meeting of the stockholders may be held in place of   
such omitted meeting or election. In addition, special meetings of the          
stockholders may be called for any purpose or purposes by the chairman of the   
AMT Board, the chief executive officer or the chief financial officer and shall 
be called at the written request of the AMT Board.                              

     Under Section 228 of the DGCL, unless otherwise provided in a corporation's
certificate of incorporation, any action required or permitted to be taken at an
annual or special meeting of stockholders may be taken without such a meeting,  
without prior notice and without a vote, if a consent in writing, setting forth 
the action to be taken is signed by the holders of the outstanding stock        
representing the number of shares necessary to take such action at a meeting at 
which the holders of all shares entitled to vote were present. The Cytec        
Certificate of Incorporation provides that such action may be undertaken, in    
lieu of an annual or special meeting of the corporation, by the written consent 
of the holders of Cytec Common Stock provided such written consent is signed by 
all holders of Cytec Common Stock. The AMT Certificate of Incorporation provides
that the holders of AMT Common Stock may not take action required or permitted  
to be taken at an annual or special meeting by written consent in lieu of such a
meeting. The provision in the AMT Certificate of Incorporation to this effect   
cannot be amended, altered or repealed without the affirmative vote or consent  
of the holders of 75% of all shares of stock of the corporation entitled to vote
at a meeting of the stockholders held for the purposes of voting on such        
amendment.                                                                      

Required Vote for Authorization of Certain Actions.                         

The DGCL requires the affirmative vote of a majority of the board of  
directors of a Delaware corporation and of at least a majority of such          
corporation's outstanding shares entitled to vote thereon to authorize a merger 
or consolidation, unless (i) such corporation is the surviving corporation, (ii)
such corporation's certificate of incorporation is not amended, (iii) each share
of stock of such corporation outstanding immediately prior to the effective date
of the merger is to be an identical outstanding share of such corporation after 
the effective date of the merger and (iv) either no shares of common stock of   
such corporation and no shares, securities or obligations convertible into such 
stock are to be issued or delivered under the plan of merger, or the authorized 
unissued shares or the treasury shares of common stock of such corporation to be
issued or delivered under the plan of merger plus those initially issuable upon 
conversion of any other shares, securities or obligations to be issued or       
delivered under such plan, do not exceed 20% of the shares of common stock of   
such corporation outstanding immediately prior to the effective date of the     
merger. A sale of all or substantially all of a Delaware corporation's assets or
a voluntary dissolution of a Delaware corporation requires the affirmative vote 
of a majority of the board of directors and at least a majority of such         
corporation's outstanding shares entitled to vote thereon.                      

However, Cytec may not engage in certain transactions without the     
affirmative vote of the holders of at least 66 2/3% of the outstanding shares of
Series C Cumulative Preferred Stock, (the "Series C Stock"). See "DESCRIPTION OF
CYTEC CAPITAL STOCK -- Preferred Stock".                                        

Business Combinations; Affiliated Transactions.                             

   In general, Section 203 of the DGCL prohibits an "interested stockholder"
(defined generally as a person holding 15% or more of a corporation's           
outstanding voting stock) from engaging in a "business combination" (as defined 
in the DGCL) with a Delaware corporation for three years following the date such
person became an interested stockholder.                                        

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    The provision is not applicable when (i) prior to the date the stockholder
became an interested stockholder, the board of directors of the corporation     
approved either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder, (ii) upon consummation of the   
transaction that resulted in the stockholder becoming an interested stockholder,
such interested stockholder owned at least 85% of the outstanding voting stock  
of the corporation, not including shares owned by directors who are also        
officers and by certain employee stock plans or (iii) on or subsequent to the   
date the stockholder becomes an interested stockholder, the business combination
is approved by the board of directors of the corporation and authorized at a    
meeting of stockholders, and not by written consent, by the affirmative vote of 
the holders of at least two-thirds of the outstanding voting stock entitled to  
vote thereon, excluding shares owned by the interested stockholder.             

    Section 203's restrictions generally do not apply to business combinations
with an interested stockholder that are proposed subsequent to the public       
announcement of, and prior to the consummation or abandonment of, certain       
mergers, sales of a majority of a corporation's assets or tender offers for 50% 
or more of a corporation's voting stock.                                        

   The DGCL allows corporations to elect not to be subject to the provisions
of the DGCL. Cytec in its Certificate of Incorporation expressly elected not to 
be governed by Section 203. AMT did not make such an election.                  

OTHER MATTERS 

REGULATORY APPROVALS REQUIRED                                                   

     Under the HSR Act and the rules promulgated thereunder by the Federal Trade
Commission (the "FTC"), certain acquisition transactions may not be consummated 
unless notice has been given and certain information has been furnished to the  
Antitrust Division of the United States Department of Justice (the "Antitrust   
Division") and the FTC and specified waiting period requirements have been      
satisfied. Cytec and AMT each filed with the Antitrust Division and the FTC a   
Notification and Report Form with respect to the Merger on July 22, 1998. On    
August 21, 1998, the relevant waiting period terminated.                        

     Cytec and AMT do not believe that any other material governmental approvals
or actions will be required for consummation of the Merger. See "THE MERGER     
AGREEMENT -- Conditions to Consummation of the Merger".                         

CERTAIN LITIGATION                                                              

Pursuant to the terms of the Merger Agreement, AMT has caused 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. AMT is from time to time involved in litigation from claims arising  
from its operations in the normal course of business. AMT is not a party to any 
legal proceedings the outcome of which, in the opinion of management, would have
a material adverse effect on AMT's results of operations or financial condition.

ABSENCE OF APPRAISAL RIGHTS 

     In accordance with Section 262 of the DGCL, holders of AMT Common Stock are
not entitled to appraisal rights in connection with the Merger.                 

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SECURITY OWNERSHIP OF DIRECTORS,
EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS OF AMT

The following table sets forth, as of August 25, 1998, the security   
ownership of the directors, executive officers and principal stockholders of    
AMT. The information set forth below with respect to beneficial ownership is    
based upon information filed with the SEC pursuant to Section 13(d) or 13(g) of 
the Exchange Act.                                                               

   On March 13, 1998, the AMT Board voted to reprice all outstanding options
to purchase AMT Common Stock issued under the 1996 and 1997 AMT Stock Plans with
exercise prices ranging from $4.30 to $6.25. As a result of this action, each   
such option carries an exercise price of $2, and becomes exercisable with       
respect to 1/3 of the number of shares to which it relates on each of the days  
on which the market price of AMT Common Stock exceeds (i) $3 for a period of 20 
consecutive trading days, (ii) $4 for a period of 20 consecutive trading days   
and (iii) $5 for a period of 20 consecutive trading days.                       

                                                        [Enlarge/Download Table]

                                                               NUMBER OF                  
                                                             COMMON SHARES     PERCENTAGE 
NAME AND ADDRESS                                             BENEFICIALLY          OF     
OF BENEFICIAL OWNER(1)                                        OWNED(2)(3)     OWNERSHIP(4)
----------------------                                       -------------    ------------
                                                                                          
Paul W. Pendorf.............................................     734,144(5)       15.9%   
Steven Georgiev.............................................      87,623(6)        1.9    
Buster Glosson..............................................     110,000(7)        2.4    
Robert V. Glaser............................................      91,364(8)        2.0    
Leslie J. Cohen.............................................      68,483(9)        1.5    
James L. Russell............................................      34,000(10)         *    
All directors and executive officers as a group (6                                        
  persons)..................................................   1,125,614(11)      23.1    

---------------                                                                 
* Less than one percent.                                                  

(1) Each person's address is in care of The American Materials & Technologies 
Corporation, 5915 Rodeo Road, Los Angeles, California 90016.          

(2) To AMT's knowledge, the persons named in the table have sole voting and   
investment power with respect to all shares of Common Stock shown as  
beneficially owned by them, subject to community property laws where  
     applicable and the information contained in the footnotes table. Beneficial
   ownership is determined in accordance with the rule of the Securities and
  Exchange Commission. Shares of Common Stock subject to options currently
  exercisable or exercisable within sixty days from the date of this table
     are deemed outstanding when determining the number of shares and percentage
ownership by the person holding such options.                         

(3) Certain options included in this table become exercisable upon the AMT    
 Common Stock's achieving a closing price of $5.00 or greater for twenty
    consecutive trading days. These options are expected to become exercisable
within sixty days of the date of this table.                          

(4) Percentage ownership is based on 4,490,121 shares of AMT Common Stock     
outstanding.                                                          

(5) Includes 135,771 shares of AMT Common Stock issuable pursuant to an option
     exercisable or expected to become exercisable within 60 days of the date of
this table.                                                           

(6) Includes 10,000 shares of AMT Common Stock issuable pursuant to an option 
     exercisable or expected to become exercisable within 60 days of the date of
this table.                                                           

(7) Includes 80,000 shares of AMT Common Stock issuable pursuant to an option 
     exercisable or expected to become exercisable within 60 days of the date of
this table.                                                           

(8) Includes 80,000 shares of AMT Common Stock issuable pursuant to an option 
     exercisable or expected to become exercisable within 60 days of the date of
this table.                                                           

(9) Includes 57,708 shares of AMT Common Stock issuable pursuant to an option 
     exercisable or expected to become exercisable within 60 days of the date of
this table.                                                           

(10) Includes 25,000 shares of AMT Common Stock issuable pursuant to an option  
     exercisable or expected to become exercisable within 60 days of the date of
this table.                                                           

(11) Includes 388,479 shares of AMT Common Stock issuable pursuant to options   
     exercisable or expected to become exercisable within 60 days of the date of
this table.                                                           
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DESCRIPTION OF CYTEC CAPITAL STOCK

AUTHORIZED CAPITAL STOCK                                                        

   Under Cytec's Certificate of Incorporation, the total number of shares of
all classes of stock that Cytec has authority to issue is 170 million, of which 
20 million are shares of preferred stock and 150 million are shares of Common   
Stock.                                                                          

COMMON STOCK                                                                    

   The holders of Cytec Common Stock are entitled to one vote for each share
on all matters voted on by stockholders, and the holders of such shares possess 
all voting power, except as otherwise required by law or provided in any        
resolution adopted by the Cytec Board with respect to any series of preferred   
stock. Subject to any preferential or other rights of any outstanding series of 
Cytec preferred stock that may be designated by the Cytec Board, the holders of 
Cytec Common Stock will be entitled to such dividends as may be declared from   
time to time by the Cytec Board from funds available therefor, and upon         
liquidation will be entitled to receive pro rata all assets of Cytec available  
for distribution to such holders.                                               

NO PREEMPTIVE RIGHTS                                                            

  No holder of any stock of Cytec of any class has any preemptive right to
subscribe to any securities of Cytec of any kind or class.                      

TRANSFER AGENT AND REGISTRAR                                                    

    The Transfer Agent and Registrar for the Cytec Common Stock is ChaseMellon
Shareholder Services, L.L.C.                                                    

PREFERRED STOCK                                                                 

GENERAL.  The Cytec Board is authorized to provide for the issuance of
shares of preferred stock, in one or more series, and to fix for each such      
series such voting powers, designations, preferences and relative,              
participating, optional and other special rights, and such qualifications,      
limitations or restrictions, as are stated in the resolution adapted by the     
Cytec Board providing for the issuance of such series and as are permitted by   
the DGCL.                                                                       

SERIES C STOCK.  The only outstanding preferred stock of Cytec is its 
Series C Cumulative Preferred Stock (the "Series C Stock"). The Series C Stock  
is perpetual and is not transferable except to a subsidiary of Cyanamid. Each   
share of Series C Stock has a liquidation value per share of $25 plus cumulative
and accrued dividends, and the 4,000 issued and outstanding shares of Series C  
Stock have an aggregate liquidation value of $100,000. The annual dividend rate 
per share is $1.83 (7.32%).                                                     

Holders of Series C Stock are entitled to vote as a class to elect one
director to the Cytec Board. In addition, Cytec may not, without the affirmative
vote of the holders of at least 66 2/3% of the outstanding shares of Series C   
Stock, voting as a single class, (i) amend, alter or repeal any provision of the
Cytec Certificate of Incorporation or the Cytec By-laws so as to (x) affect     
adversely the relative rights, preferences, qualifications, limitations or      
restrictions of the Series C Stock, or (y) in any way alter the procedures for  
the election of directors, stockholders action or the consummation of an        
extraordinary transaction; (ii) create, authorize or issue, or reclassify any   
authorized stock of Cytec into, or increase the authorized amount of, (x) any   
stock equal or higher in seniority to the Series C Stock or (y) other capital   
stock of Cytec (other than Cytec Common Stock) which has the right to vote as a 
separate class on mergers, consolidations, liquidations, dissolutions and sales 
of substantially all the assets of Cytec or other extraordinary transactions;   
(iii) merge, consolidate, liquidate, dissolve, sell all or substantially all of 
the assets of Cytec or engage in any other extraordinary transaction; or (iv)   
adopt a shareholder rights plan (or similar instrument). The holders of the     
Series C Stock also have certain additional voting rights if Cytec fails to     
comply with certain financial covenants. See "-- Financial Covenants."          

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  Shares of Series C Stock are redeemable in whole but not in part, at the
option of Cytec, at liquidation value plus accrued dividends on 90 days' prior  
written notice at such time as each of the following are satisfied: (i) Cytec's 
ratio of equity (excluding the Series C Stock and any redeemable preferred      
stock) to reserves for environmental liabilities arising out of the operation of
Cyanamid's chemicals businesses determined in accordance with generally accepted
accounting principles as of the end of each of Cytec's four most recent fiscal  
quarters is equal to or greater than 4:1, (ii) Cytec's Fixed Charge Coverage    
Ratio (as defined in "Financial Covenants" below) for each of Cytec's four most 
recent fiscal quarters is equal to or greater than 4:1, and (iii) Cytec's       
reserves for certain retiree health and life insurance liabilities arising out  
of the operation of Cyanamid's chemicals businesses determined in accordance    
with generally accepted accounting principles are less than $50 million. Cytec  
has agreed with Cyanamid that it will not redeem the Series C Stock prior to    
December 16, 1999.                                                              

 FINANCIAL COVENANTS.  Except with the written consent of holders of the
Series C Stock, Cytec and its consolidated subsidiaries are required at all     
times to maintain the following financial maintenance covenants (measured       
quarterly on a historical basis): (i) a debt/equity ratio of not more than 2:1  
(with the Series C Stock being treated as neither debt nor equity for purposes  
of calculating the ratio); however it will not be a violation of the foregoing  
covenant if the debt/equity ratio exceeds 2:1 if the only debt of Cytec and its 
subsidiaries existing at such time is (x) any credit facility or facilities of  
not more than $100 million, in the aggregate (a "Replacement Credit Facility")  
and borrowings thereunder and (y) not more than $10 million of debt other than  
the debt referred to in clause (x); (ii) equity of not less than $200 million   
(with the Series C Stock being treated as neither debt nor equity); and (iii) a 
Fixed Charge Coverage Ratio (as defined herein) of not less than 3:1 for the    
average of the Fixed Charge Coverage Ratios for the four consecutive fiscal     
quarters most recently then ended with the "Fixed Charge Coverage Ratio" being  
defined as consolidated earnings of Cytec before interest, taxes, depreciation  
and amortization and cash expenditures for environmental and retiree health and 
life insurance liabilities to the sum of the amount of cash expenditures for    
environmental and retiree health and life insurance liabilities, interest and   
dividends on the Series C Stock.                                                

    The Series C Stock also prohibits Cytec, without the prior written consent
of the holders of the Series C Stock, from (i) incurring indebtedness (except   
for borrowings under any Replacement Credit Facility and borrowings of not more 
than $10 million of other debt), (a) if Cytec is in default of any of the       
financial maintenance covenants set forth in the preceding sentence, (b) if at  
the time Cytec's equity is less than $200 million (excluding the Series C Stock 
and any redeemable preferred stock) and such incurrence would result in Cytec   
having in excess of $150 million of debt or a debt/equity ratio (with the Series
C Stock and any redeemable preferred stock being treated as neither debt nor    
equity for purposes of calculating the ratio) of more than 2:1, or (c) if at a  
time when Cytec's equity is $200 million or more (excluding the Series C Stock  
and any redeemable preferred stock) and such incurrence would result in Cytec   
having a debt/equity ratio (with the Series C Stock and any redeemable preferred
stock being treated as neither debt nor equity for purposes of calculating the  
ratio) of more than 1.5:1; provided, however, notwithstanding the foregoing, it 
will not be a violation of the foregoing covenant if the debt/equity ratio      
referred to in clause (b) above exceeds 2:1 if the only debt of Cytec and its   
subsidiaries existing at such time is any Replacement Credit Facility and       
borrowings thereunder and borrowings of not more than $10 million of other debt;
and (ii) paying dividends on, or making repurchases of, shares of Common Stock  
or other equity securities other than the dividend payments on or redemptions in
accordance with the terms of the Series C Stock (collectively, "Restricted      
Payments") unless all accrued and unpaid dividends on the Series C Stock have   
been paid and only if, in the aggregate, such Restricted Payments from the      
Spin-off do not exceed 30% of Cytec's cumulative consolidated after-tax net     
income determined after subtracting (x) all dividends paid or payable on the    
Series C Stock and two other series of Cytec preferred stock at one time held by
Cyanamid and since repurchased by Cytec and (y) income resulting from the       
reversal of valuation allowances for deferred tax assets not currently realized,
in each case from and after the Spin-off and through the end of the quarter most
recently ended (which net income will be determined from Cytec's audited        
financial statements, where available, or from Cytec's unaudited statements for 
its quarter most recently ended), and 100% of the net cash proceeds received by 
Cytec from the issuance of shares of Common Stock after the Spin-off.           

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In the event that any of the covenants referred to in the preceding   
paragraph are violated, then so long as Cytec is in violation, (i) Cytec must   
promptly (but in any event within 90 days) prepare a capital budget for the     
following 12 months, subject to Cyanamid's approval, and expenditures other than
pursuant to such budget or in excess of the newly budgeted amounts also require 
the approval of Cyanamid (as the holder of Series C Stock); however Cytec will  
not be prohibited from making expenditures required to comply with              
environmental, occupational safety and health laws and other applicable laws    
which expenditures will count toward the amount allowed to be expended under the
newly prepared budget, and (ii) Cytec must not incur any debt (except for       
borrowings under any Replacement Credit Facility and borrowings of not more than
$10 million of other debt), make any significant acquisitions or divestitures,  
merge, consolidate, liquidate or sell all or substantially all of its assets or 
make Restricted Payments, without the consent of Cyanamid (as the holder of     
Series C Stock).                                                                

     In the event that any of the financial maintenance covenants referred to in
the third preceding paragraph are violated, then Cytec must within 30 days from 
the date of such violation prepare and deliver to Cyanamid a plan intended to   
cure such violation within 90 days from the date of the violation. During such  
time as Cytec is in violation of such covenants, Cytec may not, without the     
prior written consent of Cyanamid, incur any debt (except for borrowings under  
any Replacement Credit Facility and borrowings of not more than $10 million of  
other debt) or make any Restricted Payments. In the event that such plan is not 
delivered within 30 days from the date of the violation or the violation has not
been cured within 90 days from the date of the violations, (i) Cytec must       
promptly (but in any event within 90 days) prepare a capital budget for the     
following 12 months which will require Cyanamid's approval and expenditures     
other than pursuant to such budget or in excess of the newly budgeted amounts   
will require the approval of Cyanamid (as the holder of Series C Stock),        
provided that Cytec will not be prohibited from making expenditures required to 
comply with environmental, occupational safety and health laws and other        
applicable laws which expenditures will count toward the amount allowed to be   
expended under the newly prepared budget; and (ii) Cytec may not, without the   
prior written consent of Cyanamid, incur any indebtedness (except for borrowings
under any Replacement Credit Facility and borrowings of not more than $10       
million of other debt), make any significant acquisitions or divestitures,      
merge, consolidate, liquidate or sell all or substantially all of its assets or 
make Restricted Payments.                                                       

Furthermore, in the event that Cytec is in violation of any financial 
covenant and any two of the following occurs: (i) Cytec has a negative net worth
(excluding the Series C Stock and any other redeemable preferred stock), (ii)   
Cytec has experienced losses of at least $5 million per quarter for 6           
consecutive quarters or losses of at least $20 million per year for the 3       
consecutive fiscal years most recently then ended or 4 years out of the 5 fiscal
years most recently then ended or (iii) Cytec's Fixed Charge Coverage Ratio is  
less than 1:1 for the 6 consecutive fiscal quarters most recently then ended,   
then Cyanamid, as holder of Series C Stock, has the right to elect directors    
representing a majority of the Cytec Board. The right of the holders of the     
Series C Stock to elect a majority of the Cytec Board will continue until such  
time that Cytec is in compliance with the financial covenants referred to in    
this "Financial Covenants" section and at least two of (i), (ii) and (iii) in   
the preceding sentence are no longer met.                                       

EXPERTS 

 The consolidated financial statements and schedules of Cytec Industries
Inc. and subsidiaries as of December 31, 1997 and 1996, and for each of the     
years in the three-year period ended December 31, 1997, have been incorporated  
by reference herein and in this Proxy Statement/Prospectus in reliance upon the 
reports of KPMG Peat Marwick LLP, independent certified public accountants,     
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.                                                     

    The audited financial statements of Fiberite Holdings, Inc. as of December
31, 1996, and for the year ended December 31, 1996 appearing in Cytec's Current 
Report on Form 8-K dated September 30, 1997, incorporated by reference in this  
Proxy Statement/Prospectus, have been audited by Arthur Andersen LLP,           
independent public accountants, as indicated in their report with respect       
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving such reports.                                 

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The consolidated financial statements of AMT and subsidiaries as of   
December 31, 1997 and 1996 and for each of the years in the two year period     
ended December 31, 1997 included in this Proxy Statement/ Prospectus have been  
given in reliance on the report of Feldman Sherb Ehrlich & Co., P.C., (formerly 
Feldman Radin & Co., P.C.), independent accountants, given on the authority of  
that firm as experts in accounting and auditing.                                

LEGAL MATTERS 

 The validity of the shares of Cytec Common Stock offered hereby will be
passed upon for Cytec by Cravath, Swaine & Moore, counsel to Cytec.             

Foley, Hoag & Eliot LLP, counsel for AMT, has delivered an opinion    
concerning certain Federal income tax consequences of the Merger. See "THE      
MERGER -- Certain Federal Income Tax Consequences".                             

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 
FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS 

                                                                [Download Table]
                                                                  
1997 FINANCIAL STATEMENTS                                         
  Independent Auditors' Report..............................   F-2
  Consolidated Balance Sheets at December 31, 1997 and            
     1996...................................................   F-3
  Consolidated Statements of Operations for the Years Ended       
     December 31, 1997 and 1996.............................   F-4
  Consolidated Statements of Cash Flows for the Years Ended       
     December 31, 1997 and 1996.............................   F-5
  Consolidated Statements of Stockholders' Equity for the         
     Years Ended December 31, 1996 and 1997.................   F-6
  Notes to Consolidated Financial Statements................   F-7
UNAUDITED JUNE 30, 1998 INTERIM FINANCIAL STATEMENTS              
  Condensed Consolidated Balance Sheets at June 30, 1998 and      
     1997...................................................  F-16
  Condensed Consolidated Statements of Operations for the         
     Three Months Ended June 30, 1998 and 1997 and the Six        
     Months Ended June 30, 1998 and 1997....................  F-17
  Condensed Consolidated Statements of Cash Flows for the         
     Six Months Ended June 30, 1998 and 1997................  F-18
  Notes to Condensed Consolidated Financial Statements......  F-19

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INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of                                   
The American Materials & Technologies Corporation                               

We have audited the accompanying consolidated balance sheets of The   
American Materials & Technologies Corporation and Subsidiaries as of December   
31, 1997 and 1996, and the related consolidated statements of operations,       
stockholders' equity and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Company's management. Our    
responsibility is to express an opinion on these consolidated financial         
statements based on our audits.                                                 

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

 In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The American
Materials & Technologies Corporation and Subsidiaries as of December 31, 1997   
and 1996, and the results of their operations and their cash flows for each of  
the years then ended in conformity with generally accepted accounting           
principles.                                                                     

                                     FELDMAN SHERB EHRLICH & CO., P.C.
                                Certified Public Accountants
                                        (formerly Feldman Radin & Co., P.C.)

New York, New York                                                              
February 6, 1998                                                                
(March 23, 1998, with respect to Note 5)                                        

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

CONSOLIDATED BALANCE SHEETS 

                                                                [Download Table]

                                                                 DECEMBER 31,   
                                                              ------------------
                                                               1997       1996  
                                                              -------    -------
                                                                (IN THOUSANDS)  
                                                                                
ASSETS                                                                          
Current assets:                                                                 
  Cash and cash equivalents.................................  $    92    $ 4,655
  Restricted cash...........................................    2,528         --
  Accounts receivable, net of allowance of $369 and $123,                       
     respectively...........................................    4,107      3,824
  Inventories...............................................    3,742      1,456
  Prepaid expenses and other current assets.................      659        520
                                                              -------    -------
          Total current assets..............................   11,128     10,455
  Property and equipment, net...............................    6,235      4,359
  Goodwill, less accumulated amortization of $2,202 and $3,                     
     respectively...........................................    5,078        518
  Other assets, net.........................................      618        363
                                                              -------    -------
                                                              $23,059    $15,695
                                                              =======    =======
LIABILITIES AND STOCKHOLDERS' EQUITY                                            
Current liabilities:                                                            
  Current installments of long-term debt....................  $ 4,212    $   112
  Accounts payable..........................................    4,875      1,957
  Accrued liabilities.......................................    3,137      1,394
  Income taxes payable......................................       --        218
                                                              -------    -------
          Total current liabilities.........................   12,224      3,681
  Long-term debt, less current installments.................    4,205        336
  Minority interest.........................................       --         70
  Commitments and contingencies.............................                    
Stockholders' equity:                                                           
  Preferred stock, $.01 par value. Authorized 5,000 shares;                     
     none issued............................................       --         --
  Common stock $.01 par value. Authorized 15,000 shares;                        
     4,394 and 14,139 shares respectively, issued and                           
     outstanding............................................       44         41
  Additional paid-in capital................................   12,194     10,910
  Retained earnings (deficit)...............................   (5,237)       657
  Treasury stock, at cost (177 shares at December 31,                           
     1997)..................................................     (371)        --
                                                              -------    -------
          Total stockholders' equity........................    6,630     11,608
                                                              -------    -------
                                                              $23,059    $15,695
                                                              =======    =======

See accompanying notes to consolidated financial statements.
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

CONSOLIDATED STATEMENT OF OPERATIONS

                                                        [Enlarge/Download Table]

                                                              YEARS ENDED DECEMBER 31, 
                                                             --------------------------
                                                                1997            1996   
                                                             ----------      ----------
                                                             (IN THOUSANDS, EXCEPT PER 
                                                                   SHARE AMOUNTS)      
                                                                                       
Net sales...................................................  $30,386         $22,411  
Costs and expenses:                                                                    
  Materials.................................................   13,695          11,175  
  Manufacturing.............................................    8,451           5,575  
  Marketing, selling and administrative.....................    8,372           3,621  
  Research and development..................................    1,639             535  
  Unusual items (Note 4)....................................    3,845              --  
                                                              -------         -------  
                                                               36,002          20,906  
                                                              -------         -------  
Income (loss) from operations...............................   (5,616)          1,505  
Other (expense) income:                                                                
  Interest expense..........................................     (603)           (434) 
  Interest and other income.................................       25             131  
  Minority interest.........................................       70              --  
                                                              -------         -------  
Income (loss) before income taxes...........................   (6,124)          1,202  
Income tax expense (benefit)................................     (230)            239  
                                                              -------         -------  
Income (loss) before extraordinary item.....................   (5,894)            963  
Loss on early extinguishment of debt, net of tax............       --             (29) 
                                                              -------         -------  
Net income (loss)...........................................  $(5,894)        $   934  
                                                              =======         =======  
Basic income (loss) per share:                                                         
  Income (loss) before extraordinary item...................  $ (1.35)        $  0.35  
  Extraordinary item........................................       --           (0.01) 
  Net income (loss).........................................  $ (1.35)           0.34  
Diluted income (loss) per share:                                                       
  Income (loss) before extraordinary item...................  $ (1.35)        $  0.33  
  Extraordinary item........................................       --           (0.01) 
  Net income (loss).........................................  $ (1.35)        $  0.32  
Weighted average number of shares:                                                     
  Basic.....................................................    4,352           2,729  
  Diluted...................................................    4,352           2,956  

See accompanying notes to consolidated financial statements.
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                        [Enlarge/Download Table]

                                                             YEARS ENDED DECEMBER 31,
                                                             ------------------------
                                                                1997          1996   
                                                             ----------    ----------
                                                                  (IN THOUSANDS)     
                                                                                     
Cash flows from operating activities:                                                
  Net income (loss).........................................  $ (5,894)     $    934 
  Depreciation and amortization.............................     1,203           601 
  Other non-cash charges....................................     2,435            78 
  Changes in assets and liabilities, net of effect of                                
     acquisitions:                                                                   
     Accounts receivable....................................       808        (1,138)
     Inventories............................................    (1,205)          546 
     Prepaid expenses and other current assets..............       (39)         (237)
     Other assets...........................................      (325)         (336)
     Accounts payable.......................................     1,688          (886)
     Accrued liabilities....................................     1,390          (159)
     Income taxes payable...................................      (218)          218 
                                                              --------      -------- 
Net cash used in operating activities.......................      (157)         (379)
                                                              --------      -------- 
Cash flows from investing activities:                                                
  Purchase of property and equipment........................    (1,382)         (365)
  Acquisition of businesses, net of cash acquired...........    (6,911)         (535)
                                                              --------      -------- 
Net cash used in investing activities.......................    (8,293)         (900)
                                                              --------      -------- 
Cash flows from financing activities:                                                
  Borrowings of long-term debt..............................    31,123        21,848 
  Repayments of long-term debt..............................   (27,191)      (23,676)
  Repayment of note payable -- affiliate....................        --        (3,150)
  Proceeds from issuance of common stock....................       300        10,365 
  Repurchase of common stock................................      (345)           -- 
  Proceeds from exercise of warrant.........................        --           374 
                                                              --------      -------- 
Net cash provided by financing activities...................     3,887         5,761 
                                                              --------      -------- 
Net increase (decrease) in cash and cash equivalents........    (4,563)        4,482 
Cash and cash equivalents at beginning of year..............     4,655           173 
                                                              --------      -------- 
Cash and cash equivalents at end of year....................  $     92      $  4,655 
                                                              ========      ======== 

See accompanying notes to consolidated financial statements.
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
YEARS ENDED DECEMBER 31, 1996 AND 1997

                                                        [Enlarge/Download Table]

                                              COMMON STOCK                                        TOTAL  
                                           ------------------  ADDITIONAL   RETAINED              STOCK- 
                                            NUMBER              PAID-IN     EARNINGS   TREASURY  HOLDERS'
                                           OF SHARES   AMOUNT   CAPITAL     (DEFICIT)   STOCK     EQUITY 
                                           ---------   ------  ----------   ---------  --------  --------
                                                                   (IN THOUSANDS)                        
                                                                                                         
Balance at December 31, 1995..............   1,517      $15     $   198      $  (277)   $   0    $   (64)
  Issuance of common stock................   2,332       23      10,341           --       --     10,364 
  Exercise of warrant by affiliate........     290        3         371           --       --        374 
  Net income..............................      --       --          --          934       --        934 
                                             -----      ---     -------      -------    -----    ------- 
Balance at December 31, 1996..............   4,139       41      10,910          657        0     11,608 
  Issuance of common stock................      75        1         299           --       --        300 
  Issuance of stock for acquisition.......     180        2         985           --      (26)       961 
  Repurchase of common stock..............      --       --          --           --     (345)      (345)
  Net loss................................      --       --          --       (5,894)      --     (5,894)
                                             -----      ---     -------      -------    -----    ------- 
Balance at December 31, 1997..............   4,394      $44     $12,194      $(5,237)   $(371)   $ 6,630 
                                             =====      ===     =======      =======    =====    ======= 

See accompanying notes to consolidated financial statements.
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

THE COMPANY  The American Materials & Technologies Corporation (the   
"Company") was incorporated in the State of Delaware in March 1995 to acquire   
and manage businesses in the advanced materials and technologies industries.    
Culver City Composites Corporation ("Culver City Composites"), a supplier of    
prepreg materials to the aerospace industry, was acquired in December 1995; a   
63% ownership in Carbon Design Partnership Limited ("Carbon Design"), a design  
and custom manufacturing business in the U.K., was purchased in November 1996;  
and Grafalloy Corporation ("Grafalloy") was formed in February 1997 to acquire  
the assets of Grafalloy L.P., a manufacturer of graphite golf club shafts. The  
results of operations of the acquired companies are included in the consolidated
financial statements from the respective dates of acquisition.                  

BASIS OF PRESENTATION  The consolidated financial statements include  
domestic and foreign subsidiaries. All material intercompany profits, balances  
and transactions have been eliminated. Accounts denominated in foreign          
currencies have been translated using year-end exchange rates for assets and    
liabilities, while revenues and expense are translated at exchange rates        
prevailing during the year. Adjustments for foreign currency translation        
fluctuations have been insignificant.                                           

 USE OF ESTIMATES  The preparation of financial statements in conformity
with generally accepted accounting principles requires management estimates and 
assumptions that affect amounts reported in the financial statements and        
accompanying notes. Actual results could differ from management's estimates.    

   CASH  The Company maintains its operating cash in demand deposit accounts
and commercial paper on a short term basis up to 30 days. Proceeds from an      
industrial development bond have been placed in an interest-bearing escrow      
account at a commercial bank.                                                   

 INVENTORIES  Inventories are stated at the lower of first-in, first-out
("FIFO") cost or market value.                                                  

PROPERTY AND EQUIPMENT  Property and equipment are stated at cost and 
depreciated using the straight-line method over estimated useful lives of three 
to seven years. Leasehold improvements are amortized on a straight-line basis   
over the shorter of their useful lives or the term of the related lease.        
Expenditures for maintenance and repairs are expensed as incurred.              

     GOODWILL  The excess of purchase price over the fair value of net assets of
acquired subsidiaries (goodwill) is being amortized on a straight-line basis    
over 30 years, except for writedowns taken for impairment (Note 4).             

     LONG-LIVED ASSETS  Impairment loss is recorded on long-lived assets used in
operations, such as property and equipment and intangible assets, when          
indicators of impairment are present and the undiscounted cash flows estimated  
to be generated by those assets are less than the carrying amount of the assets.
This loss is measured by the difference between carrying amounts and estimated  
fair values. Impairment losses of approximately $2,500 related to goodwill at   
Grafalloy and Carbon Design were recorded in 1997.                              

   DERIVATIVE FINANCIAL INSTRUMENTS  The Company has not used any derivative
financial instruments to hedge foreign currency and interest rate market        
exposures, nor has it used derivatives for speculative or trading purposes.     

REVENUE RECOGNITION  Revenues are recognized at the time of shipment. 
Allowances are provided for estimated returns and adjustments.                  

    RESEARCH AND DEVELOPMENT COSTS  Expenditures related to the development of
new products and processes, including significant improvements and refinements  
to existing products, are expensed as incurred.                                 

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

   STOCK-BASED COMPENSATION  Statement of Financial Accounting Standards No.
123 (SFAS 123), "Accounting for Stock-Based Compensation", encourages but does  
not require companies to record compensation cost for stock-based employee      
compensation plans at fair value. The Company has chosen to present required    
disclosures and to continue to account for stock-based employee compensation    
using the method prescribed in Accounting Principles Board Opinion No. 25 (APB  
25), "Accounting for Stock Issued to Employees". Compensation cost for stock    
options is measured as the excess, if any, of the quoted market price of the    
Company's stock at the date of grant over the amount an employee must pay to    
acquire the stock.                                                              

ENVIRONMENTAL REMEDIATION COSTS  The Company accrues remediation      
liabilities when it is probable that a liability exists and the costs can       
reasonable be estimated. The Company's estimates of these costs are based on    
existing technology, current laws and regulations, and the Company's current    
legal obligations regarding remediation and site-specific costs. These          
liabilities are adjusted when the effect of new facts or changes in law or      
technology are determinable. Approximately $330 was accrued for environmental   
remediation costs at December 31, 1997.                                         

EARNINGS (LOSS) PER SHARE  Basic earnings (loss) per share is computed
using the weighted average number of shares of outstanding common stock. Diluted
per share amounts also include the effect of dilutive common stock equivalents  
from the assumed exercise of stock options. Earnings per share data for 1996    
have been restated to conform to the requirements of Statement of Financial     
Accounting Standards No. 128, "Earnings per Share". Diluted per share amounts   
for 1996 include 127,000 common stock equivalents from stock options. For 1997, 
stock options and warrants (Note 10) have been excluded because the effect would
be antidilutive.                                                                

   FAIR VALUE OF FINANCIAL INSTRUMENTS  The carrying amounts reported in the
balance sheet for cash, accounts receivable, accounts payable and accrued       
liabilities approximated their fair value based on the short-term maturity of   
these instruments.                                                              

 CASH FLOW INFORMATION  Cash payments for interest in 1997 and 1996 were
$510 and $434 respectively. Cash payments for income taxes were $10 in 1997 and 
$21 in 1996.                                                                    

  RECENT ACCOUNTING PRONOUNCEMENTS  SFAS No. 130, "Reporting Comprehensive
Income", establishes standards for the reporting and display of comprehensive   
income and its components. SFAS No. 131, "Disclosures about Segments of an      
Enterprise and Related Information", establishes standards for reporting        
information operating segments in annual and interim financial statements. The  
Company will adopt these standards in the first quarter of 1998. They will not  
have any significant effect on the Company's financial position or results of   
operations.                                                                     

2.  BALANCE SHEET ITEMS                                                         

Inventories consist of the following at December 31:                            

                                                                [Download Table]

                                                               1997      1996 
                                                              ------    ------
                                                                              
Raw materials...............................................  $2,271    $  978
Work-in-progress............................................   1,013       478
Finished goods..............................................     458        --
                                                              ------    ------
                                                              $3,742    $1,456
                                                              ======    ======

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The components of property and equipment are as follows at December 31:         

                                                                [Download Table]

                                                               1997       1996  
                                                              -------    ------ 
                                                                                
Machinery and equipment.....................................  $ 5,200    $3,085 
Leasehold improvements......................................    1,550     1,485 
Furniture and fixtures......................................      401       184 
Construction in progress....................................      673       249 
                                                              -------    ------ 
                                                                7,824     5,003 
Less accumulated depreciation and amortization..............   (1,589)     (644)
                                                              -------    ------ 
                                                              $ 6,235    $4,359 
                                                              =======    ====== 

Accrued liabilities include the following at December 31, 1997 and 1996:        

                                                                [Download Table]

                                                               1997      1996 
                                                              ------    ------
                                                                              
Accrued compensation........................................  $1,006    $  600
Other accrued expenses......................................   1,981       794
                                                              ------    ------
                                                              $2,987    $1,394
                                                              ======    ======

3.  ACQUISITIONS                                                                

    On December 19, 1995, the Company acquired all of the outstanding stock of
Structural Polymer Systems, Inc., a manufacturer and marketer of advanced       
composite materials for the aerospace and defense industries, for approximately 
$5,688, including acquisition costs. The purchase was financed with loans from  
an affiliated company and a bank line of credit and term loan. The name of the  
acquired company was changed to Culver City Composites Corporation.             

In November 1996, the Company acquired 63% of the outstanding stock of
Carbon Design Partnership Limited, a U.K. company engaged in the design and     
manufacturing of composite parts for recreational and industrial uses, for cash 
of approximately $590.                                                          

  On February 27, 1997, the Company acquired all of the assets and assumed
certain liabilities of Grafalloy L.P., a manufacturer of graphite golf club     
shafts. The purchase price of approximately $9,200 included a cash payment of   
$6,400, 179,492 shares of common stock (valued at $987), notes of $1,537 (as    
subsequently adjusted based on the purchase agreement), and expenses of $280.   

Each of these acquisitions was accounted for as a purchase and,       
accordingly, the operating results have been included in the Company's          
consolidated financial statements from the respective dates of acquisition. Pro 
forma unaudited operating results for the years ended December 31, 1997 and     
1996, assuming that Carbon Design and Grafalloy had been acquired on January 1, 
1996, are as follows:                                                           

                                                                [Download Table]

                                                               1997       1996  
                                                              -------    -------
                                                                                
Net sales...................................................  $32,113    $33,841
Net income (loss)...........................................  $(6,085)   $ 1,385
Per share:                                                                      
  Basic.....................................................  $ (1.39)   $  0.48
  Diluted...................................................  $ (1.39)   $  0.44

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

4.  UNUSUAL ITEMS                                                               

During the first nine months of 1997 the Company engaged in extensive 
efforts, including financing activities, negotiations and due diligence, for the
acquisition of a much larger business. The Company was not successful, and the  
target company was acquired by a major competitor in September 1997.            
Negotiations related to several smaller acquisitions were also terminated during
the third quarter. Expenses of approximately $760 related to the Company's      
acquisition activities were recognized in the third quarter of 1997.            

 Also in the third quarter of 1997, the Company recorded charges of $720
related to its investment in Carbon Design, including the writedown of goodwill,
following a decision to pursue the sale of that business.                       

 In the fourth quarter of 1997 the Company recorded charges of $2,000 to
reduce goodwill arising from the purchase of Grafalloy based upon a review of   
projected future cash flows. In addition, reserves related to the disposition of
Carbon Design were increased by $365. These charges contributed to a net loss in
the fourth quarter of $3,883.                                                   

5.  LONG-TERM DEBT                                                              

Long-term debt includes the following at December 31, 1997 and 1996:  

                                                                [Download Table]

                                                               1997     1996
                                                              ------    ----
                                                                            
Borrowings under revolving credit facilities................  $3,167    $ --
Term loans, payable in monthly installments through 2000....     863     448
Industrial development bond.................................   2,500      --
Acquisition notes due March through August 1998.............   1,069      --
Other.......................................................     818      --
                                                              ------    ----
                                                               8,417     448
Less current portion........................................   4,212     112
                                                              ------    ----
                                                              $4,205    $336
                                                              ======    ====

Required principal payments of long-term debt are as follows:         
1998 -- $4,212; 1999 -- $3,530; 2000 -- $636; 2001 -- $21; and 2002 -- $18. The 
carrying value of all debt instruments approximates their fair value.           

   In April 1997 the Company renegotiated its bank credit facility to reduce
the interest rate margin and to increase the total facility to $10,167,         
consisting of $7,467 revolving credit based upon inventory and accounts         
receivable, a $1,000 five-year term loan, and a $1,700 standby term loan to     
finance capital expenditures. At December 31, 1997, $3,167 was outstanding on   
the revolving credit lines and $845 was available based on eligible collateral. 
The effective annual interest rate on the total credit facility for the year    
ended December 31, 1997 was 12.5%. Under a previous credit agreement in effect  
for CCC during 1996, the effective annual interest rate was 10.2%.              

    One credit agreement for $6,167 extends to January 1999 and the second for
$4,000 extends to April 2000. Interest is charged at the rate of 1% above the   
prime rate; a fee of 1% per annum is charged on the unused portion of the credit
facilities. The term loans bear interest at 1% over the prime rate and are      
payable in equal principal amounts over sixty months. The loan agreements       
require, among other things, that the Company maintain certain financial        
covenants, including tangible net worth, interest coverage, and debt service    
coverage; the agreements also restrict capital expenditures and the payment of  
dividends. The credit facilities are secured by substantially all the assets of 
the Company. As a result of losses incurred in 1997, the Company was not in     
compliance with certain covenants in its loan agreements. A waiver of compliance
was granted by the lender.                                                      

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

In August 1997 the Company borrowed $2,500 pursuant to an industrial  
development bond. The note bears interest at 7.1% per annum and is payable over 
78 months beginning in April 1998. The proceeds of the loan were placed in an   
interest-earning escrow account pending disbursement for designated capital     
expenditures. The entire amount remained in escrow at December 31, 1997         
(classified as restricted cash). The Company subsequently decided not to proceed
with the project and the funds were returned to the lender in March 1998. In    
December 1997 the Company repurchased 172,582 shares of its common stock (issued
in the purchase of Grafalloy) for notes totaling $345. The 10% notes were due in
February 1999, but were canceled in January 1998 in connection with the exercise
of stock options.                                                               

  From December 1995 to July 1996, the Company was obligated under two 10%
promissory notes, in the amounts of $3,000 and $150, respectively, to a company 
in which the Company's Chairman was an officer and director. The notes were     
repaid in full on July 5, 1996. In connection with the $3,000 note, the Company 
issued a warrant to purchase 289,790 shares of the Company's common stock at    
$1.29 per share. The warrant was exercised in September 1996. A value of $78 was
assigned to the warrant when issued; the unamortized discount at the date the   
note was repaid was recognized as an extraordinary loss on early extinguishment 
of debt.                                                                        

6.  COMMITMENTS AND CONTINGENCIES                                               

    The Company leases its principal manufacturing and office facilities under
non-cancelable leases expiring through 2006. The leases generally require the   
lessee to pay taxes, maintenance, insurance and certain other operating costs of
the leased property. The leases on most of the properties contain renewal       
provisions and some base rents are subject to annual increases determined by    
indexing. Rent expense for the years ended December 31, 1997 and 1996 was $795  
and $682, respectively. Minimum lease payments under operating lease commitments
are as follows:                                                                 

                                                                [Download Table]

                     YEAR ENDED                       AMOUNT
                     ----------                       ------
                                                            
1998................................................  $  744
1999................................................     632
2000................................................     632
2001................................................     632
2002................................................     588
Thereafter..........................................   1,826
                                                      ------
                                                      $5,054
                                                      ======

    In September 1997 the Company filed a lawsuit against a competitor seeking
damages from unfair competition and violations of the antitrust laws. The       
defendant has denied any liability. The lawsuit is in the early stages of       
discovery. The Company is involved in other litigation in the ordinary course of
business, the outcome of which, in the opinion of management, will not have any 
material adverse effect on the Company's financial position or results of       
operations.                                                                     

7.  BUSINESS AND CREDIT CONCENTRATIONS                                          

  The majority of the Company's business is conducted with major aerospace
and defense companies and their subcontractors. The Company estimates an        
allowance for doubtful accounts based on the creditworthiness of its customers  
as well as general economic conditions. One customer accounted for approximately
12% of sales in 1997 and 16% in 1996. Two separate customers represented 10% of 
1997 sales and 15% of 1996 sales, respectively.                                 

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

8.  INCOME TAXES                                                                

   The provision (benefit) for income taxes for the years ended December 31,
1997 and 1996 consists of the following:                                        

                                                                [Download Table]

                                                              1997     1996
                                                              -----    ----
                                                                           
Current:                                                                   
  Federal...................................................  $(203)   $203
  State.....................................................    (27)     36
                                                              -----    ----
                                                               (230)    239
                                                              -----    ----
  Deferred..................................................     --      --
  Total.....................................................  $(230)   $239
                                                              =====    ====

   A reconciliation between the federal statutory tax rate and the effective
income tax rate for the years ended December 31, 1997 and 1996 follows:         

                                                                [Download Table]

                                                              1997    1996
                                                              ----    ----
                                                                          
Statutory federal income tax rate...........................  (35)%    34%
State income taxes, net of federal taxes....................   (6)      6 
Benefit of operating loss carryforwards.....................   --     (20)
Losses for which no benefit is provided.....................   37      -- 
                                                              ---     --- 
     Effective income tax rate..............................   (4)%    20%
                                                              ===     === 

    Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting   
purposes and the amounts used for income tax purposes. Significant components of
deferred income tax assets and liabilities at December 31, 1997 and 1996 are    
shown below:                                                                    

                                                                [Download Table]

                                                               1997      1996  
                                                              ------    ------ 
                                                                               
Deferred income tax assets:                                                    
  Net operating loss carryforwards..........................  $4,212    $3,360 
  Allowance for doubtful accounts...........................     148        49 
  Inventory reserves........................................     140       141 
  Accrued expenses..........................................     112        92 
  Deferred compensation.....................................     189       100 
  Other.....................................................      31        25 
                                                              ------    ------ 
                                                               4,832     3,767 
                                                              ------    ------ 
Deferred income tax liabilities:                                               
  Depreciation and amortization.............................    (728)     (618)
                                                              ------    ------ 
Deferred tax valuation allowance............................  (4,104)   (3,149)
                                                              ------    ------ 
Net deferred income taxes...................................  $   --    $   -- 
                                                              ======    ====== 

   At December 31, 1997, the Company had net operating loss carryforwards of
approximately $3,900 for federal tax purposes, expiring in 2012. In addition, as
a result of the acquisition of Culver City Composites, the Company had          
approximately $32,165 of net operating loss carryforwards which extend to       
2002-2010. The utilization of these carryforwards is limited to approximately   
$500 each year as a result of the December 1995 "change in ownership" as defined
in the Internal Revenue Code.                                                   

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

9.  EMPLOYEE BENEFIT PLANS                                                      

 DEFINED CONTRIBUTION PLANS  Substantially all U.S.-based non-bargaining
unit employees of the Company are eligible to participate in one of two defined 
contribution plans. Participants can contribute up to 12% or 19% of their annual
salary and receive a matching contribution from the employer according to the   
provisions of the respective plan documents. The expense of the defined         
contribution plans for the years ended December 31, 1997 and 1996 was $34 and   
$66, respectively.                                                              

    DEFINED BENEFIT PLAN  The Company maintains a defined benefit pension plan
covering all bargaining unit employees. The plan provides for monthly benefit   
payments upon retirement based on a fixed monthly payment for each year of      
credited service. Plan contributions are made in accordance with ERISA          
regulations. The plan maintains investments in various pooled funds at a bank.  
Net periodic pension cost was $25 and $23 for the years ended December 31, 1997 
and 1996, respectively. The net pension asset at December 31, 1997 was $37 (net 
liability of $38 at December 31, 1996).                                         

   The components of net pension costs for the years ended December 31, 1997
and 1996 are as follows:                                                        

                                                                [Download Table]

                                                              1997    1996
                                                              ----    ----
                                                                          
Service cost for benefits earned............................  $25     $24 
Interest cost on projected benefit obligation...............   71      71 
Expected return on plan assets..............................  (77)    (79)
Prior service cost amortization.............................    8       9 
Net actuarial gain assumption...............................  (10)    (10)
Expenses....................................................    8       8 
                                                              ---     --- 
  Net pension cost..........................................  $25     $23 
                                                              ===     === 

  The following table summarizes the funded status of the plan and amounts
recognized in the consolidated balance sheet at December 31, 1997 and 1996,     
using a valuation date of August 1:                                             

                                                                [Download Table]

                                                               1997     1996 
                                                              ------    ---- 
                                                                             
Actuarial present value of benefit obligations:                              
  Vested benefit obligation.................................  $  925    $899 
  Non-vested benefit obligation.............................       4       2 
                                                              ------    ---- 
  Projected benefit obligation..............................     929     901 
Plan assets at fair value...................................   1,049     863 
                                                              ------    ---- 
Excess (deficiency) of plan assets over projected benefit                    
  obligation................................................     120     (38)
Unrecognized net (gain) loss................................    (146)      9 
Unrecognized prior service cost.............................      63      71 
Adjustment to recognized minimum liability..................      --     (80)
                                                              ------    ---- 
Net pension asset (liability) recognized....................  $   37    $(38)
                                                              ======    ==== 
Assumptions used:                                                            
  Discount rate.............................................       8%      8%
                                                              ======    ==== 
  Long-term rate of return on plan assets...................       9%      9%
                                                              ======    ==== 

10.  STOCKHOLDERS' EQUITY                                                       

     COMMON STOCK  In July 1996 the Company completed an initial public offering
of 2,000,000 shares of its common stock at $5.50 per share. The underwriter     
subsequently exercised an option to purchase an                                 

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

additional 296,000 shares at $5.50 per share. Net proceeds were $10,215. Also in
1996 the Company sold 11,364 shares of common stock for $50 in a private        
transaction.                                                                    

    The Company issued 25,000 shares of common stock in 1996 and an additional
75,000 shares in 1997 in consideration for the extension of an exclusive license
granted pursuant to a joint venture agreement dated March 1996. These shares    
were valued at $4.00 per share.                                                 

As partial consideration for the purchase of Grafalloy (Note 3), the  
Company issued 179,492 shares of common stock valued at $987. On December 1,    
1997, the Company repurchased 172,582 of these shares for promissory notes      
aggregating $345 due in February 1999.                                          

 STOCK OPTION PLANS  The Company's 1996 Incentive and Nonqualified Stock
Option Plan ("1996 Plan") was adopted in February 1996 and its 1997 Stock Option
Plan (A"1997 Plan") was adopted in March 1997 and approved by stockholders in   
May 1997. A total of 350,000 shares of common stock are reserved for issuance   
under each plan. Options may be granted to officers, directors, and employees of
the Company and to consultants who provide services to the Company. The Board of
Directors determines individuals to whom options will be granted, the option    
exercise price and other terms of each award, subject to the provisions of the  
plans. The plans expire in 2006 and 2007, respectively.                         

 Under both plans, no option may extend for more than ten years from the
date of grant. The exercise price for incentive stock options (as defined in the
Internal Revenue Code of 1986) may not be less than the fair market value of the
common stock at the date of grant. As of December 31, 1997 there were 25,387    
unissued shares of common stock reserved for future grants under the plans.     

 In addition to options granted under the two plans, the Company in 1995
issued options to purchase 133,303 shares at $0.86 per share and 9,999 shares at
$1.50 per share, and in 1997 issued options to purchase 42,000 shares at $4.88  
per share (of which 20,000 subsequently were canceled). The options vest over   
periods of up to four years.                                                    

     Shares subject to option for the years ended December 31, 1997 and 1996 are
summarized as follows:                                                          

                                                        [Enlarge/Download Table]

                                                    1997                 1996        
                                             -------------------  -------------------
                                                        WEIGHTED             WEIGHTED
                                                        AVERAGE              AVERAGE 
                                                        EXERCISE             EXERCISE
                                             SHARES      PRICE    SHARES      PRICE  
                                             -------    --------  -------    --------
                                                                                     
Outstanding at beginning of year............ 289,902     $2.36    143,302     $0.90  
Granted..................................... 625,313      5.02    151,400      3.68  
Exercised...................................      --                   --            
Cancelled................................... (77,300)     4.94     (4,800)     4.00  
                                             -------     -----    -------     -----  
Outstanding at end of year.................. 837,915     $4.11    289,902     $2.36  
Exercisable at end of year.................. 209,218     $2.91     46,934     $0.89  
Weighted average fair value of options                                               
  granted during the year...................             $2.01                $1.55  

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

    The following table summarizes information about stock options outstanding
at December 31, 1997:                                                           

                                                        [Enlarge/Download Table]

                                      OPTIONS OUTSTANDING                                   
                             --------------------------------------    OPTIONS EXERCISABLE  
                                             WEIGHTED                -----------------------
                                              AVERAGE      WEIGHTED                 WEIGHTED
                                             REMAINING     AVERAGE                  AVERAGE 
RANGE OF                       NUMBER       CONTRACTUAL    EXERCISE    NUMBER       EXERCISE
EXERCISE PRICES              OUTSTANDING       LIFE         PRICE    EXERCISABLE     PRICE  
---------------              -----------    -----------    --------  -----------    --------
                                                                                            
$0.78 to $1.50..............   168,302          7.5         $0.92      100,118       $0.90  
$4.31 to $6.25..............   669,613          9.1         $4.91      109,100       $4.76  
                               -------          ---         -----      -------       -----  
                               837,915          8.7         $4.11      209,218       $2.91  

  The Company applies APB 25 and related interpretations in accounting for
grants to employees under its stock option plans. Because the exercise price of 
the options equals the market price of the underlying stock on the date of      
grant, no compensation cost has been recognized in the Company's financial      
statements. Pro forma disclosures assuming compensation cost had been determined
based on the fair value of stock options at the grant dates consistent with the 
method of SFAS 123 are as follows:                                              

                                                                [Download Table]

                                 1997    1996 
                                -------  -----
                                              
Net income (loss)  As reported  $(5,894) $928 
                   Pro forma    $(6,161) $886 
Per share:                                    
  Basic            As reported  $(1.35)  $0.34
                   Pro forma    $(1.42)  $0.32
  Diluted          As reported  $(1.35)  $0.32
                   Pro forma    $(1.42)  $0.30

The fair value of options granted has been estimated using the        
Black-Scholes option-pricing model with the following weighted-average          
assumptions for grants in 1997 and 1996, respectively: expected volatility of   
50% and 45% (based on the historical volatility of a sample of similar          
companies); risk-free interest rates of 5.5% and 6.4%; expected lives of 5      
years; and no dividend yield. For purposes of the pro forma disclosures, the    
estimated fair value of the options has been amortized to expense over the      
vesting period of the options.                                                  

    WARRANTS  In connection with its initial public offering in July 1996, the
Company issued a warrant to purchase 200,000 shares of common stock to the      
representative of the underwriters. The warrant is exercisable at $8.80 per     
share through June 2001. The Company has also issued five-year warrants to      
consultants to purchase 95,000 shares of common stock at prices of $4.00 and    
$4.88 per share.                                                                

11.  SUBSEQUENT EVENTS (UNAUDITED)                                              

On July 8, 1998, the Company entered into an agreement with Cytec     
Industries Inc. ("Cytec") pursuant to which Cytec will acquire all of the       
outstanding shares of the Company in exchange for Cytec common shares in a      
transaction designed to qualify as a tax-free reorganization. The Company's     
stockholders will receive the equivalent of $6.00 per share in Cytec shares. The
transaction is subject to approval by the Company's stockholders and by         
regulatory authorities, and is expected to close in the fourth quarter of 1998. 

     On July 29, 1998, the Company signed a letter of intent for the sale of the
assets and assumption of certain liabilities of Grafalloy for cash of $7,500.   
This transaction is expected to close after the merger with Cytec Industries    
Inc., but is not subject to the completion of that merger. The Company          
anticipates that it will incur a loss of approximately $1,500 in connection with
this sale.                                                                      

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

CONDENSED CONSOLIDATED BALANCE SHEETS 

                                                        [Enlarge/Download Table]

                                                              JUNE 30,      DECEMBER 31,
                                                                1998            1997    
                                                             -----------    ------------
                                                             (UNAUDITED)                
                                                                   (IN THOUSANDS)       
                                                                                        
ASSETS                                                                                  
Current assets:                                                                         
  Cash and cash equivalents.................................   $   103        $    92   
  Restricted cash...........................................        --          2,528   
  Accounts receivable, net..................................     5,785          4,107   
  Inventories...............................................     4,497          3,742   
  Prepaid expenses and other current assets.................       448            659   
                                                               -------        -------   
          Total current assets..............................    10,833         11,128   
Property and equipment, net of accumulated depreciation of                              
  $2,019 and $1,589, respectively...........................     5,971          6,235   
Goodwill....................................................     4,984          5,078   
Other assets................................................       643            618   
                                                               -------        -------   
                                                               $22,431        $23,059   
                                                               =======        =======   
LIABILITIES AND STOCKHOLDERS' EQUITY                                                    
Current liabilities:                                                                    
  Current installments of long-term debt....................   $   704        $ 4,212   
  Accounts payable..........................................     7,231          4,875   
  Accrued liabilities.......................................     2,032          3,137   
                                                               -------        -------   
          Total current liabilities.........................     9,967         12,224   
Long-term debt, less current installments...................     4,467          4,205   
Stockholders' equity:                                                                   
  Preferred stock, $.01 par value. Authorized 5,000 shares;                             
     none issued............................................        --             --   
  Common stock, $.01 par value. Authorized 15,000 shares;                               
     4,442 and 4,394 issued and outstanding, respectively...        44             44   
Additional paid-in capital..................................    12,296         12,194   
Accumulated deficit.........................................    (4,327)        (5,237)  
Treasury stock, at cost.....................................       (16)          (371)  
                                                               -------        -------   
          Total stockholders' equity........................     7,997          6,630   
                                                               -------        -------   
Total liabilities and stockholders' equity..................   $22,431        $23,059   
                                                               =======        =======   

See accompanying notes to condensed consolidated financial statements 
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 

                                                        [Enlarge/Download Table]

                                                      THREE MONTHS ENDED      SIX MONTHS ENDED  
                                                           JUNE 30,               JUNE 30,      
                                                      -------------------    ------------------ 
                                                        1998       1997       1998       1997   
                                                      --------    -------    -------    ------- 
                                                      (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)  
                                                                     (UNAUDITED)                
                                                                                                
Net sales............................................ $11,456     $9,396     $23,171    $16,548 
Costs and expenses:                                                                             
  Materials..........................................   5,707      3,877      11,529      7,261 
  Manufacturing......................................   2,384      2,524       4,897      4,293 
  Selling, general and administrative................   2,126      2,154       4,477      3,587 
  Research and development...........................     510        373       1,010        666 
                                                      -------     ------     -------    ------- 
                                                       10,727      8,928      21,913     15,807 
                                                      -------     ------     -------    ------- 
Income from operations...............................     729        468       1,258        741 
Other income (expense):                                                                         
  Interest expense...................................    (168)      (160)       (375)      (244)
  Interest and other income..........................      (1)       145          27        226 
  Minority interest..................................      --         33          --        103 
                                                      -------     ------     -------    ------- 
                                                         (169)        18        (348)        85 
                                                      -------     ------     -------    ------- 
Income before income taxes...........................     560        486         910        826 
Income tax expense...................................      --         53           0        119 
                                                      -------     ------     -------    ------- 
Net income........................................... $   560     $  433     $   910    $   707 
                                                      =======     ======     =======    ======= 
Net income per share:                                                                           
  Basic.............................................. $  0.13     $ 0.10     $  0.21    $  0.16 
                                                      =======     ======     =======    ======= 
  Diluted............................................ $  0.11     $ 0.10     $  0.19    $  0.16 
                                                      =======     ======     =======    ======= 
Weighted average number of shares:                                                              
  Basic..............................................   4,440      4,394       4,400      4,338 
                                                      =======     ======     =======    ======= 
  Diluted............................................   4,920      4,555       4,730      4,506 
                                                      =======     ======     =======    ======= 

See accompanying notes to condensed consolidated financial statements 
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                                [Download Table]

                                                                  SIX MONTHS      
                                                                ENDED JUNE 30,    
                                                             -------------------- 
                                                               1998        1997   
                                                             --------    -------- 
                                                                (IN THOUSANDS)    
                                                                 (UNAUDITED)      
                                                                                  
Cash flows from operating activities:                                             
  Net income................................................ $    910    $    707 
  Depreciation and amortization.............................      694         512 
  Other non-cash charges....................................       --         184 
  Changes in assets and liabilities (excluding                                    
     acquisitions):                                                               
     Accounts receivable....................................   (1,678)     (2,045)
     Inventories............................................     (755)     (1,692)
     Prepaid expenses and other assets......................      158        (770)
     Accounts payable and accrued liabilities...............    1,251       1,062 
     Income taxes payable...................................       --         111 
                                                             --------    -------- 
     Net cash provided by (used in) operating activities....      580      (1,931)
                                                             --------    -------- 
Cash flows from investing activities:                                             
  Purchase of property and equipment........................     (280)     (2,461)
     Cash paid for acquisition..............................       --      (6,502)
                                                             --------    -------- 
     Net cash used in investing activities..................     (280)     (8,963)
                                                             --------    -------- 
Cash flows from financing activities:                                             
  Borrowings under revolving credit lines...................   20,100      26,854 
  Repayments of revolving credit lines......................  (19,706)    (22,542)
  Borrowings (repayments) of term loans.....................     (161)        544 
  Other notes payable.......................................     (979)      1,383 
  Issuance of common stock..................................      457          -- 
                                                             --------    -------- 
Net cash (used in) provided by financing activities.........     (289)      6,239 
                                                             --------    -------- 
Net increase (decrease) in cash and cash equivalents........       11      (4,655)
Cash and cash equivalents at beginning of period............       92       4,655 
                                                             --------    -------- 
Cash and cash equivalents at end of period.................. $    103    $     -- 
                                                             ========    ======== 

See accompanying notes to condensed consolidated financial statements 
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS) 
(UNAUDITED) 

1.  BASIS OF PRESENTATION                                                       

The information contained in the consolidated financial statements and
footnotes is condensed from that which would appear in the Company's annual     
consolidated financial statements. Accordingly, these condensed consolidated    
financial statements should be reviewed in conjunction with the consolidated    
financial statements and related notes contained in the Annual Report on Form   
10-KB for the year ended December 31, 1997, filed with the Securities and       
Exchange Commission. The unaudited condensed consolidated financial statements  
as of June 30, 1998 and for the three-month and six-month periods ended June 30,
1998 and 1997 include all adjustments (consisting of normal recurring           
adjustments) considered necessary for a fair presentation. The results of       
operations for interim periods are not necessarily indicative of the results    
that may be expected for the entire year. The preparation of financial          
statements in conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ    
from those estimates.                                                           

     The condensed consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, Culver City Composites and Grafalloy 
Corporation. All significant intercompany accounts and transactions have been   
eliminated.                                                                     

2.  NEW ACCOUNTING STANDARDS                                                    

Effective January 1, 1998, the Company adopted Statement of Financial 
Accounting Standards No. 130, "Reporting Comprehensive Income". This statement  
requires that all items recognized under accounting standards as components of  
comprehensive earnings be reported in an annual financial statement. It also    
requires that an entity classify items of other comprehensive earnings (e.g.,   
foreign currency translation adjustments and unrealized gains and losses on     
certain marketable securities) by their nature in an annual financial statement.
The Company's total comprehensive earnings for the three-month and six-month    
periods ended June 30, 1998 and 1997 were the same as reported net income for   
those periods.                                                                  

  The Company has also adopted Statement of Financial Accounting Standards
No. 131, "Disclosures About Segments of an Enterprise and Related Information". 
This statement does not require interim period information in the year of       
adoption.                                                                       

     Statement of Financial Accounting Standards No. 132, "Employers Disclosures
about Pensions and Other Postretirement Benefits", is effective for the year    
beginning January 1, 1998. The statement requires additional information about  
changes in the benefit obligation and fair value of plan assets. The Company    
will include such disclosures in its annual financial statements.               

3.  EARNINGS PER SHARE                                                          

     Basic earnings per share amounts are computed by dividing net income by the
weighted-average number of common shares outstanding during the period. Diluted 
per share data also includes the effect of stock options and warrants:          

                                                                [Download Table]

                                               THREE MONTHS ENDED  SIX MONTHS ENDED
                                                    JUNE 30,           JUNE 30,    
                                               ------------------  ----------------
                                                1998        1997   1998       1997 
                                               ------      ------  -----      -----
                                                                                   
Weighted average shares....................... 4,440       4,394   4,400      4,338
Effect of stock options/warrants..............   480         161     330        168
                                               -----       -----   -----      -----
Weighted average shares, assuming dilution.... 4,920       4,555   4,730      4,506

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

4.  LONG-TERM DEBT                                                              

     Long-term debt consisted of the following at June 30, 1998 and December 31,
1997:                                                                           

                                                                [Download Table]

                                                             JUNE 30,  DECEMBER 31,
                                                               1998        1997    
                                                             --------  ------------
                                                                                   
Borrowings under revolving credit facilities................  $3,944      $3,167   
Term loans, payable in monthly installments through 2000....     702         863   
Industrial development bond.................................      --       2,500   
Other.......................................................     525       1,887   
                                                              ------      ------   
                                                               5,171       8,417   
Less current portion........................................     704       4,212   
                                                              ------      ------   
                                                              $4,467      $4,205   
                                                              ======      ======   

5.  SUBSEQUENT EVENTS                                                           

On July 8, 1998, the Company entered into an agreement with Cytec     
Industries Inc. ("Cytec") pursuant to which Cytec will acquire all of the       
outstanding shares of the Company in exchange for Cytec common shares in a      
transaction designed to qualify as a tax-free reorganization. The Company's     
stockholders will receive the equivalent of $6.00 per share in Cytec shares. The
transaction is subject to approval by the Company's stockholders and by         
regulatory authorities, and is expected to close in the fourth quarter of 1998. 

     On July 29, 1998, the Company signed a letter of intent for the sale of the
assets and assumption of certain liabilities of Grafalloy for cash of $7,500.   
This transaction is expected to close after the merger with Cytec Industries    
Inc., but is not subject to the completion of that merger. The Company          
anticipates that it will incur a loss of approximately $1,500 in connection with
this sale.                                                                      

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INDEX TO ANNEXES

                                                                [Download Table]

                                                              ANNEX
                                                              -----
                                                                   
Agreement and Plan of Merger, and Amendment to Agreement and       
  Plan of Merger............................................      A
Stockholders Agreement......................................      B
Opinion of Wm Sword & Co. Incorporated......................      C

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                                                                         ANNEX A

                                                                  CONFORMED COPY

AGREEMENT AND PLAN OF MERGER

AMONG 

CYTEC INDUSTRIES INC. 

("PARENT")

AND 

CAM ACQUISITION CORP. 

("SUB") 

AND 

THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

(THE "COMPANY") 

DATED 

JULY 8, 1998

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                                                        [Enlarge/Download Table]

                                                                                                      PAGE  
                                                                                                      ----  
                                                                                                            
Article I                                                                                                   
  THE MERGER.........................................................................................    1  
  Section 1.1    Surviving Corporation...............................................................    1  
  Section 1.2    Effective Time......................................................................    1  
  Section 1.3    Closing.............................................................................    1  
  Section 1.4    Effects of the Merger...............................................................    2  
  Section 1.5    Certificate of Incorporation........................................................    2  
  Section 1.6    By-Laws.............................................................................    2  
  Section 1.7    Directors and Officers..............................................................    2  
  Section 1.8    Meeting of the Company's Stockholders...............................................    2  
Article II                                                                                                  
  STATUS AND CONVERSION OF SECURITIES................................................................    2  
  Section 2.1    Status and Conversion of Securities.................................................    2  
  Section 2.2    Company Stock Options and Warrants..................................................    3  
  Section 2.3    Closing of the Company's Transfer Books.............................................    4  
  Section 2.4    Exchange of Certificates............................................................    4  
  Section 2.5    No Fractional Shares................................................................    4  
  Section 2.6    Adjustments.........................................................................    5  
  Section 2.7    No Further Ownership Rights in Company Common Stock.................................    5  
  Section 2.8    Termination of Exchange Agent.......................................................    5  
  Section 2.9    Liability...........................................................................    5  
  Section 2.10   Investment of Funds.................................................................    5  
Article III                                                                                                 
  REPRESENTATION AND WARRANTIES OF PARENT............................................................    6  
  Section 3.1    Organization and Qualification......................................................    6  
  Section 3.2    Authority Relative to this Agreement................................................    6  
  Section 3.3    No Violation........................................................................    6  
  Section 3.4    Capitalization......................................................................    6  
  Section 3.5    Parent Common Stock to be Issued in the Merger......................................    7  
  Section 3.6    Approvals...........................................................................    7  
  Section 3.7    SEC Documents.......................................................................    7  
  Section 3.8    Litigation..........................................................................    8  
  Section 3.9    Absence of Certain Changes..........................................................    8  
  Section 3.10   Disclosure..........................................................................    8  
Article IV                                                                                                  
  REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................................................    8  
  Section 4.1    Organization and Qualification......................................................    8  
  Section 4.2    Subsidiaries........................................................................    8  
  Section 4.3    Authority Relative to this Agreement................................................    9  
  Section 4.4    No Violation........................................................................   10  
  Section 4.5    Capitalization......................................................................   10  
  Section 4.6    Approvals...........................................................................   10  
  Section 4.7    Company SEC Documents...............................................................   11  
  Section 4.8    Litigation..........................................................................   11  
  Section 4.9    Absence of Certain Changes..........................................................   12  
  Section 4.10   Licenses, Permits, Authorizations, Etc. ............................................   12  

 i

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                                                        [Enlarge/Download Table]

                                                                                                      PAGE  
                                                                                                      ----  
                                                                                                            
  Section 4.11   Taxes and Returns...................................................................   12  
  Section 4.12   ERISA, etc..........................................................................   13  
  Section 4.13   Employment Agreements...............................................................   14  
  Section 4.14   Opinion of Financial Advisor........................................................   14  
  Section 4.15   Disclosure..........................................................................   14  
  Section 4.16   State Takeover Statutes.............................................................   15  
  Section 4.17   Compliance with Laws................................................................   15  
  Section 4.18   Labor Relations.....................................................................   15  
  Section 4.19   Intellectual Property...............................................................   15  
  Section 4.20   Title to Properties.................................................................   16  
  Section 4.21   Contracts...........................................................................   16  
  Section 4.22   Environmental Matters...............................................................   16  
  Section 4.23   Qualifications......................................................................   17  
  Section 4.24   Certain Transactions................................................................   18  
  Section 4.25   Insurance...........................................................................   18  
Article V                                                                                                   
  REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB...................................................   18  
  Section 5.1    Organization........................................................................   18  
  Section 5.2    Authority Relative to this Agreement................................................   18  
  Section 5.3    No Violation........................................................................   18  
  Section 5.4    Approvals...........................................................................   19  
  Section 5.5    Capitalization......................................................................   19  
Article VI                                                                                                  
  CONDUCT OF BUSINESS PENDING THE MERGER.............................................................   19  
  Section 6.1    Conduct of Business by the Company Prior to the Effective Time......................   19  
  Section 6.2    Conduct of Business by Parent.......................................................   21  
Article VII                                                                                                 
  ADDITIONAL AGREEMENTS..............................................................................   21  
  Section 7.1    Access and Information; Confidentiality.............................................   21  
  Section 7.2    HSR Act.............................................................................   22  
  Section 7.3    Stockholder Approval; Proxy Statement...............................................   22  
  Section 7.4    S-4 Registration Statement..........................................................   22  
  Section 7.5    Fees and Expenses...................................................................   22  
  Section 7.6    Additional Agreements; Other Action.................................................   23  
  Section 7.7    Acquisition Proposals...............................................................   23  
  Section 7.8    Benefit Matters.....................................................................   24  
  Section 7.9    Indemnification; Continuation of Insurance; Guaranty................................   25  
  Section 7.10   Subsequent Financial Statement......................................................   26  
  Section 7.11   Certain Notifications...............................................................   26  
  Section 7.12   Letter of the Company's Accountants.................................................   26  
  Section 7.13   Stockholder Litigation..............................................................   26  
  Section 7.14   Affiliates..........................................................................   26  
  Section 7.15   Stockholder Agreement Legend........................................................   26  
  Section 7.16   Initial Payment.....................................................................   26  
  Section 7.17   Termination of Lawsuit..............................................................   26  

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                                                                                                      PAGE  
                                                                                                      ----  
                                                                                                            
Article VIII                                                                                                
  CONDITIONS TO THE MERGER...........................................................................   27  
  Section 8.1    Conditions to Each Party's Obligation to Effect the Merger..........................   27  
  Section 8.2    Conditions to the Company's Obligation to Effect the Merger.........................   27  
  Section 8.3    Conditions to the Obligations of Parent and Sub to Effect the Merger................   28  
  Section 8.4    Frustration of Closing Conditions...................................................   28  
Article IX                                                                                                  
  TERMINATION, AMENDMENT AND WAIVER..................................................................   29  
  Section 9.1    Termination.........................................................................   29  
  Section 9.2    Amendment...........................................................................   30  
  Section 9.3    Waiver..............................................................................   30  
Article X                                                                                                   
  GENERAL PROVISIONS.................................................................................   30  
  Section 10.1   Non-Survival of Representations, Warranties and Agreements..........................   30  
  Section 10.2   Brokers.............................................................................   30  
  Section 10.3   Notices.............................................................................   30  
  Section 10.4   Interpretation......................................................................   31  
  Section 10.5   Miscellaneous.......................................................................   31  
  Section 10.6   Publicity...........................................................................   31  
  Section 10.7   Assignment..........................................................................   31  
  Section 10.8   Governing Law.......................................................................   32  
  Section 10.9   Consent to Jurisdiction.............................................................   32  
  Section 10.10  No Right to Set-off.................................................................   32  

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of July 8, 1998 (this     
"Agreement"), among Cytec Industries Inc., a Delaware corporation ("Parent"),   
CAM Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of  
Parent ("Sub"), and The American Materials & Technologies Corporation, a        
Delaware corporation (the "Company").                                           

    WHEREAS, the respective Boards of Directors of Parent, Sub and the Company
have approved the acquisition of the Company by Parent;                         

WHEREAS, in furtherance of such acquisition, the respective Boards of 
Directors of Parent, Sub and the Company have approved the merger of Sub with   
and into the Company in accordance with the Delaware General Corporation Law and
with the terms provided for herein;                                             

WHEREAS, substantially concurrently herewith and as a condition and   
inducement to Parent's willingness to enter into this Agreement, Parent and     
certain affiliate stockholders of the Company have entered into a Stockholders  
Agreement (the "Stockholders Agreement");                                       

 WHEREAS, concurrently herewith and as a condition and inducement to the
Company's willingness to enter into this Agreement, Parent is paying to the     
Company $500,000 as described in Section 7.16;                                  

WHEREAS, Parent, Sub and the Company desire to make certain           
representations, warranties and agreements in connection with such merger, and  
also desire to set forth various conditions thereto; and                        

WHEREAS, said merger is intended to qualify as a reorganization under 
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code");   

   NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE I 

THE MERGER

   Section 1.1  Surviving Corporation.  At the Effective Time (as defined in
Section 1.2) and in accordance with the provisions of this Agreement and the    
Delaware General Corporation Law (the "DGCL"), Sub shall be merged with and into
the Company (the "Merger") which shall be the surviving corporation (hereinafter
sometimes called 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 Sub in accordance with the DGCL.       

  Section 1.2  Effective Time.  The Merger shall become effective when the
Certificate of Merger (as said Certificate is defined in Section 1.3) is filed  
with the office of the Secretary of State of Delaware in accordance with the    
applicable provisions of the DGCL (or at the time specified as the effective    
time in the Certificate of Merger), which Certificate shall be filed as soon as 
practicable after the Closing (as defined in Section 1.3). The date and time    
when the Merger shall become effective are herein referred to as the "Effective 
Time."                                                                          

Section 1.3  Closing.                                                 

    (a) Subject to the provisions of Article VIII, the closing (the "Closing")
of the transactions contemplated by this Agreement shall take place at the      
offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, NY 10019, as   
soon as practicable after October 10, 1998 or such later date as the parties    
shall agree to following the meeting of the stockholders of the Company referred
to in Section 1.8, and in no event later than the second business day after     
satisfaction or waiver of the conditions set forth in Article VIII, or at such  
other time and place or on such other date after October 10, 1998 as the Company
and Parent may mutually agree in writing (the date and time of such Closing     
being herein referred to as the "Closing Date").                                

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     (b) Subject to the provisions of Article VIII, at the Closing the Surviving
Corporation shall execute a certificate of merger (the "Certificate of Merger") 
and cause said Certificate to be filed and recorded in accordance with the      
applicable provisions of the DGCL.                                              

    Section 1.4  Effects of the Merger.  The Merger shall have the effects set
forth in Section 259 of the DGCL.                                               

Section 1.5  Certificate of Incorporation.  The Certificate of        
Incorporation of the Surviving Corporation shall be amended at the Effective    
Time to read in the form of Exhibit D and, as so amended, such Certificate of   
Incorporation shall be the Certificate of Incorporation of the Surviving        
Corporation until thereafter amended in accordance with law.                    

  Section 1.6  By-Laws.  The By-laws of Sub, as in effect at the Effective
Time, shall be the By-laws of the Surviving Corporation until amended as therein
provided.                                                                       

    Section 1.7  Directors and Officers.  The persons who are directors of the
Company immediately prior to the Effective Time shall resign effective as of the
Effective Time. The persons who are directors or officers, or both, of Sub      
immediately prior to the Effective Time shall, after the Effective Time, be the 
directors and officers of the Surviving Corporation, without change until the   
earlier of their resignation or removal or their successors have been duly      
elected and qualified in accordance with the Certificate of Incorporation and   
By-laws of the Surviving Corporation.                                           

    Section 1.8  Meeting of the Company's Stockholders.  The Company will take
all actions necessary in accordance with the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the DGCL and the Company's Certificate of         
Incorporation and By-laws to convene a meeting of its stockholders (the "Company
Stockholder Meeting") to be held as promptly as practicable after October 10,   
1998, subject to Section 7.6, to consider and vote upon the adoption of this    
Agreement and the authorization of the Merger. The Board of Directors of the    
Company shall recommend that the stockholders of the Company vote to adopt this 
Agreement and approve the Merger, except to the extent that the Board of        
Directors of the Company shall have withdrawn or modified its approval or       
recommendation of this Agreement or the Merger as permitted pursuant to Section 
7.7. The Company shall use commercially reasonable efforts to solicit from      
stockholders of the Company proxies in favor of such approval and adoption and  
shall take all other action necessary or, in its opinion, helpful to secure such
favorable vote, except to the extent that the Board of Directors of the Company 
shall have withdrawn or modified its approval or recommendation of their        
Agreement or the Merger as permitted pursuant to Section 7.7. Without limiting  
the generality of the foregoing, the Company agrees that its obligations        
pursuant to the first sentence of this Section 1.8 shall not be affected by the 
commencement, public proposal, public disclosure or communication to the Company
of any Transaction Proposal (as defined in Section 7.7).                        

ARTICLE II

STATUS AND CONVERSION OF SECURITIES 

   Section 2.1  Status and Conversion of Securities.  At the Effective Time,
by virtue of the Merger and without any action on the part of the holders       
thereof:                                                                        

         (a) Each outstanding share of common stock, $.01 par value per share,
   of the Company ("Company Common Stock") held by the Company as a treasury
    share and each share of Company Common Stock owned by Parent or Sub, shall
     be canceled and retired and no consideration shall be delivered in exchange
therefor.                                                             

        (b) Each outstanding share of Company Common Stock, other than those
     shares referred to in Section 2.1(a), shall be converted into a number of a
     shares of common stock (the "Conversion Number"), $.01 par value per share,
    of Parent ("Parent Common Stock") determined by dividing (i) $6.00 by (ii)
     the average closing price of the Parent Common Stock for the twenty trading
 days immediately preceding the Closing Date as reported on the New York
     Stock Exchange Composite Transaction Tape (the "Average Closing Price") and
rounding to the nearest ten-thousandth of a share.                    

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  The ratio of the number of shares of Parent Common Stock to be exchanged
    for each outstanding share of Company Common Stock is hereinafter referred
     to as the "Merger Consideration." As of the Effective Time, all such shares
of Company Common Stock shall no longer be outstanding and shall      
  automatically be canceled and retired and shall cease to exist, and each
  holder of a certificate representing any such share or shares of Company
  Common Stock shall cease to have any rights with respect thereto, except
    the right to receive the Conversion Number of fully paid and nonassessable
    shares of Parent Common Stock and any cash in lieu of fractional shares of
Parent Common Stock to be issued or paid in consideration thereof upon
surrender of such certificate in accordance with Section 2.5, without 
interest.                                                             

        (c) Each outstanding share of common stock of Sub shall be converted
into one validly issued, fully paid and nonassessable share of common 
stock, $.01 par value per share, of the Surviving Corporation.        

Section 2.2  Company Stock Options and Warrants.                      

    (a) As soon as practicable following the date of this Agreement, the Board
of Directors of the Company (or, if appropriate, any committee administering the
Company Stock Plans, as defined below) shall adopt such resolutions and take    
such other actions as may be required to effect the following:                  

   (i) adjust the terms of all outstanding options and warrants to
 purchase Company Common Stock (the "Company Options") granted under any
    plan, agreement or other arrangement providing for the grant of options or
    warrants to purchase Company Common Stock ("Company Stock Plans"), whether
  vested or unvested, as necessary to provide that, at the Effective Time,
 each Company Option outstanding immediately prior to the Effective Time
   shall be deemed to constitute an option to acquire, on the same terms and
     conditions as were applicable under the Company Option (modified to include
provisions for accelerated vesting as set forth on Schedule 4.13), the
    number of shares of Parent Common Stock (rounded down to the nearest whole
share) the holder of such Company Option would have received had such 
holder exercised such Company Option in full immediately prior to the 
  Effective Time, at a price per share of Parent Common Stock equal to (A)
the aggregate exercise price for the shares of Company Common Stock   
  otherwise purchasable pursuant to such Company Option divided by (B) the
aggregate number of shares of Parent Common Stock deemed purchasable  
pursuant to such Company Option (each, as so adjusted, an "Adjusted   
Option"); provided that such exercise price shall be rounded up to the
nearest whole cent; and                                               

         (ii) make such other changes to the Company Stock Plans as Parent and
the Company may agree are appropriate to give effect to the Merger.   

 (b) The adjustments provided herein with respect to any Company Options
that are "incentive stock options" as defined in Section 422 of the Code shall  
be and are intended to be effected in a manner which is consistent with Section 
424(a) of the Code.                                                             

    (c) At the Effective Time, by virtue of the Merger and without the need of
any further corporate action, Parent shall assume the Company Stock Plans, with 
the result that all obligations of the Company under the Company Stock Plans,   
including with respect to Company Options outstanding at the Effective Time     
shall be obligations of Parent following the Effective Time. The Company shall  
obtain such consents and effect such amendments and modifications as are        
reasonably required to ensure that following the Effective Time, (i) no holder  
of a Company Option shall have any right thereunder to acquire any capital stock
of the Company or any of its subsidiaries and (ii) any such Company Option is on
the terms set forth in Section 2.2(a)(i) above.                                 

  (d) No later than the Effective Time, Parent shall prepare and file with
the Securities and Exchange Commission (the "Commission") a registration        
statement on Form S-8 (or another appropriate form) registering a number of     
shares of Parent Common Stock equal to the number of shares subject to the      
Adjusted Options that are held by employees or directors of the Company. Such   
registration statement shall be kept effective (and the current status of the   
prospectus or prospectuses required thereby shall be maintained) at least for so
long as any Adjusted Options may remain outstanding.                            

   (e) As soon as practicable after the Effective Time, Parent shall deliver
to the holders of Company Options appropriate notices setting forth such        
holders' rights pursuant to the respective Company Stock Plans                  

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and the agreements evidencing the grants of such Company Options and that such  
Company Options and agreements shall be assumed by Parent and shall continue in 
effect on the same terms and conditions (subject to the adjustments required by 
this Section 2.2 and Schedule 4.13 after giving effect to the Merger).          

 (f) A holder of an Adjusted Option may exercise such Adjusted Option in
whole or in part in accordance with its terms by delivering a properly executed 
notice of exercise to Parent, together with the consideration therefor and the  
federal withholding tax information, if any, required in accordance with the    
related Company Stock Plan.                                                     

     (g) Except as otherwise contemplated by this Section 2.2 or as set forth in
Schedule 4.13 hereto and except to the extent required under the respective     
terms of the Company Options, all restrictions or limitations on transfer and   
vesting with respect to Company Options awarded under the Company Stock Plans or
any other plan, program or arrangement of the Company or any of its             
subsidiaries, to the extent that such restrictions or limitations shall not have
already lapsed, shall remain in full force and effect with respect to such      
options after giving effect to the Merger and the assumption by Parent as set   
forth above.                                                                    

 Section 2.3  Closing of the Company's Transfer Books.  At the Effective
Time, the transfer books of the Company shall be closed and no transfer of      
shares of Company Common Stock shall thereafter be made. If, after the Effective
Time, certificates representing shares of Company Common Stock are presented to 
the Surviving Corporation or the Exchange Agent (as defined in Section 2.4),    
they shall be canceled and exchanged for the Merger Consideration, as provided  
in Section 2.1.                                                                 

     Section 2.4  Exchange of Certificates.  After the Effective Time, such bank
as shall be selected by Parent shall act as exchange agent (the "Exchange       
Agent") in effecting the exchange for the Merger Consideration of certificates  
which, at the Effective Time, represent shares of Company Common Stock. Upon the
issuance and delivery by the Exchange Agent of the Merger Consideration in      
exchange therefor, the certificates which prior to the Effective Time represent 
outstanding shares of Company Common Stock shall forthwith be canceled.         
Subsequent to the Effective Time, unless and until such an outstanding          
certificate is so surrendered, no dividends or distributions of any kind payable
to the holders of record of shares of Parent Common Stock after the Effective   
Time shall be paid by Parent to the holder of such an outstanding certificate   
representing shares of Company Common Stock nor shall such holder have a right  
to receive such dividends and distributions or be entitled to vote on any       
matter. Upon the surrender and exchange of such an outstanding certificate, the 
holder shall be paid, without interest thereon, the amount of any dividends or  
distributions with a record date after the Effective Time which theretofor      
became payable with respect to the shares of Parent Common Stock evidenced by   
such certificate. If any certificates representing shares of Parent Common Stock
are to be issued in a name other than that in which the certificate representing
shares of Company Common Stock surrendered in exchange therefor is registered,  
it shall be a condition of such exchange that the certificate so surrendered    
shall be properly endorsed (including signature guarantees) or otherwise in     
proper form for transfer and that the person requesting such exchange shall pay 
to the Exchange Agent any transfer or other taxes required by reason of the     
issuance of such certificate in a name other than the registered holder of the  
certificate surrendered, or shall establish to the satisfaction of the Exchange 
Agent that such tax has been paid or is not applicable. Except as provided in   
the preceding sentence, the Exchange Agent shall exchange certificates          
representing shares of Company Common Stock for certificates representing shares
of Parent Common Stock without charge. Notwithstanding the foregoing, neither   
the Exchange Agent nor any other party hereto shall be liable to a holder of    
shares of Company Common Stock for any shares of Parent Common Stock or         
dividends or distributions made with respect thereto delivered to a public      
official pursuant to applicable abandoned property, escheat or similar laws.    

   Section 2.5  No Fractional Shares.  No fractional shares of Parent Common
Stock shall be issued pursuant to Section 2.1. Each stockholder who otherwise   
would be entitled to a fractional share interest in a share of Parent Common    
Stock shall be entitled to receive an amount in cash (without interest)         
determined by multiplying the fractional share interest to which such holder    
otherwise would be entitled by the Average Closing Price. Unless and until      
certificates theretofore representing shares of Company Common Stock shall have 
been surrendered, the holders of any such certificate representing a fraction of
a share of Parent Common                                                        

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Stock shall not be entitled to receive the cash payment described above. Such   
payment shall be remitted, without interest, after the surrender of the         
certificates held by such holder as provided in Section 2.4.                    

   Section 2.6  Adjustments.  If, between the date of this Agreement and the
Effective Time, the outstanding shares of Parent Common Stock shall have been   
changed into a different number of shares or a different class by reason of any 
reclassification, recapitalization, split-up, combination, exchange of shares or
readjustment, or a non-cash dividend or other distribution thereon, or a cash   
dividend shall be declared with a record date within said period (each of the   
foregoing events being a "Recapitalization"), then (i) the Conversion Number    
shall be correspondingly adjusted; and (ii) if the Recapitalization involves the
issuance, with respect to the Parent Common Stock, of any other security or     
property (whether issued by Parent or any related entity), each stockholder of  
the Company shall receive in the Merger, in addition to the Merger Consideration
to which he is entitled pursuant to Section 2.1(b), additional shares of Parent 
Common Stock having an aggregate value equal to the value of the pro rata share 
of the security, other property or cash distributed as a result of the          
Recapitalization that such holder would have received if he had been the record 
holder, as of the record date for such distribution, of the Parent Common Stock 
into which his Company Common Stock will be converted in the Merger. For        
purposes of clause (ii), the value of a share of Parent Common Stock shall be   
the Average Closing Price.                                                      

Section 2.7  No Further Ownership Rights in Company Common Stock.  All
shares of Parent Common Stock issued upon the surrender for exchange of         
certificates representing outstanding shares of Company Common Stock in         
accordance with the terms of this Article II and any cash paid pursuant to      
Section 2.5 shall be deemed to have been issued and paid in full satisfaction of
all rights pertaining to the shares of Company Common Stock theretofore         
represented by such certificates, and there shall be no further registration of 
transfers on the stock transfer books of the Surviving Corporation of the shares
of Company Common Stock which were outstanding immediately prior to the         
Effective Time. If, after the Effective Time, certificates for shares of Company
Common Stock are presented to the Surviving Corporation or the Exchange Agent   
for any reason, they shall be canceled and exchanged as provided in this Article
II, except as otherwise provided by law.                                        

Section 2.8  Termination of Exchange Agent.  Any portion of the       
certificates for shares of Company Common Stock which remains undistributed by  
the Exchange Agent to the holders of the certificates for shares of Parent      
Company Stock and cash in lieu of fractional shares of Company Common Stock for 
six months after the Effective Time shall be delivered to Parent by the Exchange
Agent, upon demand, and any holders of such certificates who have not           
theretofore complied with this Article II shall thereafter look only to Parent  
for issuance or payment thereto of their claims for shares of Parent Company    
Stock, any cash in lieu of fractional shares of Parent Common Stock and any     
dividends or distributions with respect to shares of Parent Common Stock.       

Section 2.9  Liability.  If any certificates shall not have been      
surrendered prior to seven years after the Effective Time (or immediately prior 
to such earlier date on which any shares of Parent Common Stock, any cash in    
lieu of fractional shares of Parent Common Stock or any dividends or            
distributions with respect to Parent Common Stock in respect of such            
certificates would otherwise escheat to or become the property of any           
governmental entity), any such shares, cash, dividends or distributions in      
respect of such certificates shall, to the extent permitted by applicable law,  
become the property of the Surviving Corporation, free and clear of all claims  
or interest of any person previously entitled thereto.                          

 Section 2.10  Investment of Funds.  The Exchange Agent shall invest any
cash deposited with it by Parent for the payment of cash in lieu of fractional  
shares, as directed by Parent, on a daily basis. Any interest and other income  
resulting from such investments shall be paid to Parent.                        

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ARTICLE III 

REPRESENTATION AND WARRANTIES OF PARENT 

Parent hereby represents and warrants to the Company as follows:      

    Section 3.1  Organization and Qualification.  Parent is a corporation duly
organized, validly existing and in good standing under the laws of the State of 
Delaware and has the requisite corporate power and authority to carry on its    
business as it is now being conducted. Parent is duly qualified and licensed to 
do business and is in good standing in each jurisdiction in which the character 
of its properties, owned or leased, or the nature of its activities makes such  
qualifications and licenses necessary, except where the failure to be so        
qualified or in good standing would not have a material adverse effect on Parent
and its subsidiaries taken as a whole. Each subsidiary of Parent is a           
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, has the requisite corporate power and 
authority to carry on its business as it is now being conducted and is duly     
qualified to do business and in good standing in each jurisdiction in which the 
character of its properties, owned or leased, or the nature of its activities   
makes such qualification necessary, except where the failure to be so organized,
existing, qualified or in good standing would not have a material adverse effect
on Parent and its subsidiaries taken as a whole.                                

Section 3.2  Authority Relative to this Agreement.  Parent has the    
requisite corporate power and authority to enter into this Agreement and to     
carry out its obligations hereunder. The execution and delivery of this         
Agreement and the consummation of the transactions contemplated hereby has been 
duly authorized by Parent's Board of Directors. This Agreement has been duly    
executed by Parent and constitutes the legal, valid and binding obligation of   
Parent enforceable in accordance with its terms, subject to bankruptcy,         
insolvency, moratorium and other similar laws affecting creditors' rights       
generally and general principles of equity. No other corporate proceedings on   
the part of Parent are necessary to authorize this Agreement and the            
transactions contemplated hereby.                                               

   Section 3.3  No Violation.  Consummation of the transactions contemplated
by this Agreement will not result in a breach of or the acceleration of any     
obligation under, give a right to termination under, or constitute a default or 
event of default (or event which with notice or the passage of time, or both,   
would constitute a default) under, (i) the Certificate of Incorporation or      
By-laws of Parent or the comparable charter or organizational documents of any  
of its subsidiaries or joint ventures, or (ii) subject to the governmental      
filings and other matters referred to in Section 3.6, any provision of any      
indenture, mortgage, lien, lease, agreement, contract, instrument, order,       
judgment, decree, ordinance or regulation, or any restriction to which any      
property of Parent or any of its subsidiaries is subject or by which Parent, any
of its subsidiaries or any joint venture is bound, the effect of which would    
have a material adverse effect on Parent and its subsidiaries taken as a whole. 
Subject to the governmental filings and other matters referred to in Section    
3.6, none of Parent, any subsidiary of Parent or any joint venture is in        
violation of any applicable law, statute, order, rule or regulation promulgated 
or judgment entered by any federal, state or local, United States or foreign,   
court or governmental authority relating to or affecting the operation, conduct 
or ownership of the property or business of Parent or any of its subsidiaries   
which violation or violations would (i) have a material adverse effect on Parent
and its subsidiaries taken as a whole, (ii) impair in any material respect the  
ability of Parent to perform its obligations under this Agreement or the        
Stockholders Agreement or (iii) prevent, significantly delay or impede the      
consummation of any of the transactions contemplated by this Agreement or the   
Stockholders Agreement. The term "material adverse effect" or "material adverse 
change" means, when used in this Agreement in connection with Parent or the     
Company, any change or effect (or any development that, insofar as can          
reasonably be foreseen, is likely to result in any change or effect) that,      
individually or in the aggregate, is materially adverse to the business,        
properties, assets, condition (financial or otherwise) or results of operations 
of such party and its subsidiaries taken as a whole.                            

     Section 3.4  Capitalization.  As of the date hereof, the authorized capital
stock of Parent consists of 150,000,000 shares of Parent Common Stock and       
20,000,000 shares of preferred stock, $.01 par value per share. As of June 30,  
1998, 44,784,265 shares of Parent Common Stock were outstanding and 4,000 shares
of preferred stock designated Series C Cumulative Preferred Stock were issued   
and outstanding. All outstanding                                                

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shares of Parent Common Stock have been duly authorized and validly issued and  
are fully paid and non-assessable and not subject to preemptive rights.         

     Section 3.5  Parent Common Stock to be Issued in the Merger.  All shares of
Parent Common Stock that may be issued in the Merger pursuant to Section 2.1    
have been duly authorized and, when issued pursuant to this Agreement, will be  
validly issued, fully paid and non-assessable and not subject to preemptive     
rights.                                                                         

  Section 3.6  Approvals.  Except as referred to herein and except for (i)
compliance with the provisions of the Hart-Scott-Rodino Antitrust Improvements  
Act of 1976, as amended, and the rules and regulations thereunder (the "HSR     
Act"), the Securities Act of 1933, as amended, and the rules and regulations    
thereunder (the "Securities Act"), the Securities Exchange Act of 1934, as      
amended, and the rules and regulations thereunder (the "Exchange Act"), the     
applicable securities or blue sky laws of various states, (ii) the filing of the
Certificate of Merger with the Delaware Secretary of State and appropriate      
documents with the relevant authorities of other states in which the Company is 
qualified to do business and (iii) such filings with and approvals of the New   
York Stock Exchange (the "NYSE") to permit the shares of Parent Common Stock to 
be issued pursuant to the Merger to be listed with the NYSE, no filing or       
registration with, or authorization, consent or approval of, any governmental   
body or authority is necessary for the consummation by Parent of the            
transactions contemplated hereby, other than such which, if not made or         
obtained, will not, in the aggregate, have a material adverse effect on Parent  
and its subsidiaries taken as a whole or prevent or significantly delay the     
consummation of any of the transactions contemplated by this Agreement.         

Section 3.7  SEC Documents.                                           

  (a) Parent has made available to the Company a true and complete copy of
each report, schedule, registration statement and definitive proxy statement    
filed by Parent with the Securities Exchange Commission (the "Commission") in   
the last two years (as such documents have since the time of their filing been  
amended, the "Parent SEC Documents"), which are all the documents (other than   
preliminary materials) that Parent was required to file with the Commission     
during such period. As of their respective dates, the Parent SEC Documents and  
any forms, reports and other documents filed by Parent after the date of this   
Agreement complied in all material respects with the requirements of the        
Securities Act or the Exchange Act, as the case may be, and the rules and       
regulations of the Commission thereunder applicable to such Parent SEC Documents
or such other forms, reports or other documents, and none of the Parent SEC     
Documents contained any untrue statement of a material fact or omitted to state 
a material fact required to be stated therein or necessary to make the          
statements therein, in light of the circumstances under which they were made,   
not misleading. The financial statements of Parent and its consolidated         
subsidiaries included in the Parent SEC Documents comply as to form in all      
material respects with applicable accounting requirements and with the published
rules and regulations of the Commission with respect thereto, have been prepared
in accordance with generally accepted accounting principles ("GAAP") applied on 
a consistent basis during the periods involved (except as may be indicated in   
the notes thereto or, in the case of the unaudited statements, as permitted by  
Form 10-Q of the Commission) and fairly present (subject, in the case of the    
unaudited statements, to normal, recurring audit adjustments, which were not    
individually or in the aggregate material) in all material respects the         
financial position of Parent and its consolidated subsidiaries as at the dates  
thereof and the results of its operations and cash flows for the periods then   
ended.                                                                          

 (b) Parent will deliver to the Company as soon as they become available
true and complete copies of any reports or statements mailed by it to its       
stockholders generally or filed by it with the Commission subsequent to the date
hereof and prior to the Effective Time. As of their respective dates, such      
reports and statements will not contain any untrue statement of a material fact 
or omit to state a material fact required to be stated therein or necessary to  
make the statements therein, in light of the circumstances under which they were
made, not misleading. Any financial statement of Parent and its consolidated    
subsidiaries included in such report and statement will comply as to form in all
material respects with applicable accounting requirements and with the published
rules and regulations of the Commission with respect thereto, will be prepared  
in accordance with GAAP applied on a consistent basis during the periods        
involved (except as may be indicated in the notes thereto or, in the case of the
unaudited statements, as permitted by Form 10-Q of the Commission) and will     
fairly present (subject, in the case of the unaudited statements, to normal,    
recurring                                                                       

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audit adjustments, which were not individually or in the aggregate material) in 
all material respects the financial position of Parent and its consolidated     
subsidiaries as at the dates thereof and the results of its operations and cash 
flows for the periods then ended.                                               

    Section 3.8  Litigation.  Except as disclosed in the Parent SEC Documents,
there is no claim, action, proceeding or investigation of which Parent has      
received written notice pending or, to the knowledge of Parent, threatened      
against or relating to Parent or any of its subsidiaries before any court or    
governmental or regulatory authority or body with respect to which, in the      
reasonable opinion of Parent, there is a reasonable likelihood of a             
determination which will have a material adverse effect on Parent and its       
subsidiaries taken as a whole. Neither Parent nor any subsidiary of Parent is   
subject to any outstanding order, writ, injunction or decree which is having a  
material adverse effect on Parent and its subsidiaries taken as a whole.        

     Section 3.9  Absence of Certain Changes.  Except as disclosed in the Parent
SEC Documents filed and publicly available prior to the date of this Agreement  
or as expressly contemplated by this Agreement, since the date of the most      
recent balance sheet included in the Parent SEC Documents, there has not been,  
occurred or arisen (i) any material adverse change (as defined in Section 3.3)  
in Parent and its subsidiaries taken as a whole, (ii) any material loss or      
damage to any of the properties of Parent and its subsidiaries (whether or not  
covered by insurance) which materially impairs the ability of Parent and its    
subsidiaries taken as a whole to conduct their business, (iii) any declaration, 
setting aside or payment of any dividend or other distribution with respect to  
its capital stock, (iv) any split, combination or reclassification of any of its
capital stock or any issuance or the authorization of any issuance of any other 
securities, in lieu of, or in substitution for shares of its capital stock or   
(v) any change in accounting methods, principles or practices by Parent         
materially affecting its assets, liabilities or business, except insofar as may 
have been required by a change in generally accepted accounting principles.     

Section 3.10  Disclosure.  None of the information supplied or to be  
supplied by Parent or Sub for inclusion or incorporation by reference in (i) the
S-4 Registration Statement (as defined in Section 7.4) will, at the time the S-4
Registration Statement is filed with the SEC, at any time it is amended or      
supplemented or at the time it becomes effective under the Securities Act,      
contain any untrue statement of a material fact or omit to state any material   
fact required to be stated therein or necessary to make the statements therein  
not misleading or (ii) the Proxy Statement (as defined in Section 7.3) will, at 
the date the Proxy Statement is first mailed to the stockholders of the Company 
or at the time of the Company Stockholder Meeting contain any untrue statement  
of a material fact or omit to state any material fact required to be stated     
therein or necessary in order to make the statements therein, in light of the   
circumstances under which they are made, not misleading. The S-4 Registration   
Statement will comply as to form in all material respects with the requirements 
of the Securities Act and the rules and regulations promulgated thereunder,     
except that no representation or warranty is made by Parent or Sub with respect 
to statements made or incorporated by reference therein based on information    
supplied by the Company specifically for inclusion or incorporation by reference
in the S-4 Registration Statement.                                              

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

The Company represents and warrants to Parent as follows:             

    Section 4.1  Organization and Qualification.  The Company is a corporation
duly organized, validly existing and in good standing under the laws of the     
State of Delaware and has the requisite corporate power and authority to carry  
on its business as it is now being conducted. The Company is duly qualified and 
licensed to do business and is in good standing in each jurisdiction in which   
the character of its properties, owned or leased, or the nature of its          
activities makes such qualifications and licenses necessary, except where the   
failure to be so qualified or in good standing would not have a material adverse
effect on the Company and its subsidiaries taken as a whole.                    

 Section 4.2  Subsidiaries.  Schedule 4.2 sets forth a true, correct and
complete list of each subsidiary of the Company. Attached as Exhibit A are      
complete and correct copies of its Certificate of Incorporation and             

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By-laws and the respective certificates of incorporation and by-laws or other   
organizational documents of the subsidiaries of the Company, in each case as    
amended to the date of this Agreement. Each subsidiary of the Company is a      
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, has the requisite corporate power and 
authority to carry on its business as it is now being conducted and is duly     
qualified and licensed to do business and is in good standing in each           
jurisdiction in which the character of its properties, owned or leased, or the  
nature of its activities makes such qualifications or licenses necessary, except
where the failure to be so organized, existing, qualified or in good standing   
would not have a material adverse effect on the Company and its subsidiaries    
taken as a whole. All the outstanding shares of capital stock of each subsidiary
of the Company have been duly authorized and validly issued and are fully paid, 
non-assessable and, except as disclosed in Annex I to Schedule 4.2, owned by the
Company or a subsidiary of the Company free and clear of all liens, claims or   
encumbrances. There are no voting trusts, voting agreements or similar          
understandings applicable to such shares and, except as specifically identified 
and disclosed in Schedule 4.2, there are no options, warrants or other rights,  
agreements or commitments obligating the Company or any of its subsidiaries to  
issue, sell or transfer any shares of capital stock or other securities of any  
subsidiary of the Company. Except as disclosed in Schedule 4.2 delivered to     
Parent on the date hereof or disclosed in the "Company SEC Documents" (as       
defined in Section 4.7), the Company does not directly or indirectly own or have
the right to acquire 5% or more of the common stock, partnership interest,      
membership interest, limited liability company interest or other equity         
interests in any corporation, partnership, joint venture or other business      
association or entity (each such corporation, partnership, joint venture,       
limited liability company or other entity, other than the subsidiaries of the   
Company, being herein referred to as a "Joint Venture"). Schedule 4.2 sets forth
each agreement relating to a Joint Venture to which the Company or any          
subsidiary of the Company is a party and which (i) is material to the business  
or prospects of the Company, (ii) relates to any project or venture that is     
material to the Company's financial projections, (iii) relates to the governance
of any Joint Venture or (iv) contains any funding obligation (contingent or     
otherwise) on the part of the Company or a subsidiary thereof (collectively, the
"Joint Venture Agreements"); and Schedule 4.2 specifically identifies each such 
Joint Venture Agreement that contains a "change of control" provision or        
provides for funding obligations on the part of the Company or a subsidiary     
thereof. Each Joint Venture is duly formed and validly existing in the          
jurisdiction of its formation except where the failure to be so duly formed and 
validly existing could not reasonably be expected to have a material adverse    
effect on the Company and its subsidiaries, taken as a whole. The Company and   
each subsidiary of the Company is in compliance in all material respects with   
all the terms, conditions and obligations applicable to it in respect of each   
Joint Venture Agreement to which it is a party, and each Joint Venture Agreement
is in full force and effect except to the extent it has expired in accordance   
with its terms. The interests of the Company and its subsidiaries in each Joint 
Venture are owned by the Company or the applicable subsidiary of the Company    
free and clear of any liens, other than any lien created pursuant to the express
terms of any Joint Venture Agreement. Annex I to Schedule 4.2 is a correct and  
complete organizational chart setting forth the ownership structure of the      
Company and its subsidiaries and the Joint Ventures, indicating for each such   
subsidiary and Joint Venture (A) its name, (B) its place of organization, (C)   
whether it is a corporation, limited partnership, general partnership, limited  
liability company or other legal entity, and (D) the direct holders of its      
equity interests and the percentage thereof owned by each such holder.          

 Section 4.3  Authority Relative to this Agreement.  The Company has the
requisite corporate power and authority to enter into this Agreement and to     
carry out its obligations hereunder. The execution and delivery of this         
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by the Company's Board of Directors. This Agreement has been    
duly executed by the Company and constitutes the legal, valid and binding       
obligation of the Company enforceable in accordance with its terms, subject to  
bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights 
generally and general principles of equity. Except for the approval and adoption
by the Company's stockholders of the Merger and this Agreement required by the  
DGCL and the Company's Certificate of Incorporation and By-laws, no other       
corporate proceedings on the part of the Company are necessary to authorize this
Agreement and the transactions contemplated hereby.                             

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Section 4.4  No Violation.  Except as disclosed on Schedule 4.4,      
consummation of the transactions contemplated by this Agreement will not result 
in a breach of or the acceleration of any obligation under, give a right to     
termination under, or constitute a default or event of default (or event which  
with notice or the passage of time, or both, would constitute a default) under, 
(i) the Certificate of Incorporation or By-laws of the Company or the comparable
charter or organizational documents of any of its subsidiaries or Joint         
Ventures, or (ii) subject to the governmental filings and other matters referred
to in Section 4.6, any provision of any indenture, mortgage, lien, lease,       
agreement, contract, instrument, order, judgment, decree, ordinance or          
regulation, or any restriction to which any property of the Company, any of its 
subsidiaries or any Joint Venture is subject or by which the Company, any of its
subsidiaries or any Joint Venture is bound, except, in the case of clause (ii), 
such breaches or defaults that would not have a material adverse effect on the  
Company and its subsidiaries taken as a whole. Subject to the governmental      
filings and other matters referred to in Section 4.6, none of the Company, any  
subsidiary of the Company or any Joint Venture is in violation of any applicable
law, statute, order, rule or regulation promulgated or judgment entered by any  
federal, state or local, United States or foreign, court or governmental        
authority relating to or affecting the operation, conduct or ownership of the   
property or business of the Company or any of its subsidiaries which violation  
or violations would (i) have a material adverse effect on the Company and its   
subsidiaries taken as a whole, (ii) impair in any material respect the ability  
of the Company to perform its obligations under this Agreement or the           
Stockholders Agreement or (iii) prevent, significantly delay or impede the      
consummation of any of the transactions contemplated by this Agreement or the   
Stockholders Agreement.                                                         

   Section 4.5  Capitalization.  The authorized capital stock of the Company
consists of 15,000,000 shares of Company Common Stock and 5,000,000 shares of   
preferred stock, $.01 par value per share. As of the date hereof, 4,439,755     
shares of Company Common Stock were issued and outstanding and 2,927 shares of  
Company Common Stock were held in the Company's treasury, and no shares of      
preferred stock of the Company were issued and outstanding. Since December 31,  
1997, no shares of the Company's capital stock have been issued except as       
disclosed on Schedule 4.5. Except for stock options and warrants to acquire not 
more than 976,045 and 495,000 shares, respectively, of Company Common Stock,    
there are no options, warrants or other rights, agreements or commitments       
obligating the Company (now or in the future) to issue, sell or transfer any    
shares of its capital stock. Schedule 4.5 sets forth a true, correct and        
complete list of all options, warrants or other rights, agreements or           
commitments obligating the Company (now or in the future) to issue, sell or     
transfer any shares of its capital stock. All of the Company's outstanding      
shares of capital stock have been duly authorized and validly issued and are    
fully paid and nonassessable and are not subject to preemptive rights. Except as
disclosed in Schedule 4.5, no person or entity holds any phantom stock or other 
contractual right the value of which is determined in whole or in part by       
reference to the value of any capital stock of the Company or any of its        
subsidiaries or the financial performance of the Company or any of its          
subsidiaries ("stock equivalents"). There are no outstanding stock appreciation 
rights ("SARs") granted by the Company or any of its subsidiaries. There are no 
shares of preferred stock or bonds, debentures, notes or other indebtedness of  
the Company having the right to vote (or convertible into, or exchangeable for, 
securities having the right to vote) on any matters on which stockholders of the
Company may vote. Except as set forth in Schedule 4.5, there are no outstanding 
contractual obligations of the Company or any of its subsidiaries to repurchase,
redeem or otherwise acquire any shares of capital stock of the Company or any of
its subsidiaries. Except as disclosed on Schedule 4.5, there are no outstanding 
contractual obligations of the Company to vote or to dispose of any shares of   
the capital stock of any of its subsidiaries.                                   

  Section 4.6  Approvals.  Except as referred to herein and except for (i)
compliance with the provisions of the HSR Act and the Securities Act, (ii) the  
filing with the Commission of (x) the Proxy Statement (as defined in Section    
7.3) and (y) such reports and filings under Section 13 and 16 of the Exchange   
Act, as may be required in connection with this Agreement and the transactions  
contemplated by this Agreement, (iii) the filing of the Certificate of Merger   
with the Delaware Secretary of State and appropriate documents with the relevant
authorities of other states in which the Company is qualified to do business,   
and (iv) compliance with any applicable securities or blue sky laws, there is no
filing or registration with, or authorization, consent or approval of, any      
governmental body or authority necessary for the consummation by the Company of 
the transactions contemplated hereby, other than such which, if not made or     
obtained, will not, in the aggregate,                                           

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have a material adverse effect on the Company and its subsidiaries taken as a   
whole or prevent or significantly delay the consummation of any of the          
transactions contemplated by this Agreement.                                    

Section 4.7  Company SEC Documents.                                   

  (a) The Company has made available to Parent a true and complete copy of
each report, schedule, registration statement and definitive proxy statement    
filed by the Company with the Commission since its initial public offering (as  
such documents have since the time of their filing been amended and including   
all exhibits thereto the "Company SEC Documents"), which are all the documents  
(other than preliminary material) that the Company was required to file with the
Commission since such date. Except as set forth in Schedule 4.7, as of their    
respective dates, the Company SEC Documents complied in all material respects   
with the requirements of the Securities Act or the Exchange Act, as the case may
be, and the rules and regulations of the Commission thereunder applicable to    
such Company SEC Documents or such other forms, reports or other documents, and 
none of the Company SEC Documents contained any untrue statement of a material  
fact or omitted to state a material fact required to be stated therein or       
necessary to make the statements therein, in light of the circumstances under   
which they were made, not misleading. The financial statements of the Company   
and its consolidated subsidiaries included in the Company SEC Documents comply  
as to form in all material respects with applicable accounting requirements and 
with the published rules and regulations of the Commission with respect thereto,
have been prepared in accordance with GAAP applied on a consistent basis during 
the periods involved (except as may be indicated in the notes thereto or, in the
case of the unaudited statements, as permitted by Form 10-QSB of the Commission)
and fairly present (subject, in the case of the unaudited statements, to normal,
recurring audit adjustments, which were not individually or in the aggregate    
material) in all material respects the financial position of the Company and its
consolidated subsidiaries as at the dates thereof and the results of its        
operations and cash flows for the periods then ended. Except as set forth in the
Company SEC Documents filed and publicly available after December 31, 1997 and  
prior to the date of this Agreement, and except for liabilities and obligations 
incurred in the ordinary course of business consistent with past practice since 
December 31, 1997, liabilities to attorneys, accountants, and investment bankers
incurred in connection with this transaction or permitted to be incurred        
pursuant to Section 6.1, neither the Company nor any of its subsidiaries has any
liabilities or obligations of any nature (whether accrued, absolute, contingent 
or otherwise) required by GAAP to be set forth on a consolidated balance sheet  
of the Company and its consolidated subsidiaries or in the notes thereto.       

 (b) The Company will deliver to Parent as soon as they become available
true and complete copies of any reports or statements mailed by it to its       
stockholders generally or filed by it with the Commission subsequent to the date
hereof and prior to the Effective Time. As of their respective dates, such      
reports and statements will not contain any untrue statement of a material fact 
or omit to state a material fact required to be stated therein or necessary to  
make the statements therein, in light of the circumstances under which they were
made, not misleading. Any financial statements of the Company and its           
consolidated subsidiaries included in such reports and statements will comply as
to form in all material respects with applicable accounting requirements and    
with the published rules and regulations of the Commission with respect thereto,
will be prepared in accordance with GAAP applied on a consistent basis during   
the periods involved (except as may be indicated in the notes thereto or, in the
case of the unaudited statements, as permitted by Form 10-QSB of the Commission)
and will fairly present (subject, in the case of the unaudited statements, to   
normal, recurring audit adjustments, which were not individually or in the      
aggregate material) in all material respects the financial position of the      
Company and its consolidated subsidiaries as at the dates thereof and the       
results of its operations and cash flows for the periods then ended.            

     Section 4.8  Litigation.  Except as disclosed in the Company SEC Documents,
there is no claim, action, proceeding or investigation of which the Company has 
received written notice pending or, to the knowledge of the Company, threatened 
against or relating to the Company or any of its subsidiaries before any court  
or governmental or regulatory authority or body with respect to which, in the   
opinion of the Company, there is a reasonable likelihood of a determination     
which will have a material adverse effect on the Company and its subsidiaries   
taken as a whole. Neither the Company nor any subsidiary of the Company is      
subject to any outstanding order, writ, injunction or decree which is having a  
material adverse effect on the Company and its subsidiaries taken as a whole.   
Except as disclosed in the Company SEC Documents, there are no                  

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proceedings of which the Company has received notice pending or, to the         
knowledge of the Company, threatened. Schedule 4.8 sets forth all pending or, to
the knowledge of the Company, threatened claims, actions, proceedings or        
investigations which involve or would reasonably be expected to involve, claims 
against the Company or any of its subsidiaries of $50,000 or more.              

Section 4.9  Absence of Certain Changes.  Except as disclosed in the  
Company SEC Documents filed and publicly available prior to the date of this    
Agreement, as set forth in Schedule 4.9 or as expressly contemplated by this    
Agreement (including actions taken after the date of this Agreement that are    
expressly permitted to be taken by Section 6.1), since the date of the most     
recent balance sheet included in the Company SEC Documents, the Company and its 
subsidiaries have conducted their respective businesses only in the ordinary    
course, and there has not been, occurred or arisen (i) any material adverse     
change (as defined in Section 3.3) in the Company and its subsidiaries taken as 
a whole, (ii) any material loss or damage to any of the properties of the       
Company or any of its subsidiaries (whether or not covered by insurance) which  
materially impairs the ability of the Company and its subsidiaries taken as a   
whole to conduct their business, (iii) any declaration, setting aside or payment
of any dividend or other distribution with respect to its capital stock other   
than, in the case of a wholly owned subsidiary of the Company, to its parent,   
(iv) any split, combination or reclassification of any of its capital stock or  
any issuance or the authorization of any issuance of any other securities in    
respect of, in lieu of or in substitution for shares of its capital stock, (v)  
(x) any granting by the Company or any of its subsidiaries to any director or   
officer of any increase in compensation, except in the ordinary course of       
business consistent with prior practice, or as required under employment        
agreements in effect as of December 31, 1997, that were included as an exhibit  
to a Company SEC Document filed and publicly available prior to the date of this
Agreement, (y) any granting by the Company or any of its subsidiaries to any    
officer or director of the Company or any of its subsidiaries of any increase in
severance or termination pay, except as part of a standard employment package to
any such person promoted or hired during such period or as was required under   
employment, severance or termination agreements in effect as of December 31,    
1997 that were included as an exhibit to a Company SEC Document filed and       
publicly available prior to the date of this Agreement or (z) any entry by the  
Company or any of its subsidiaries into, or any modification of, any employment,
severance, termination or stock option agreement with any officer or director of
the Company or any of its subsidiaries, (vi) any change in accounting methods,  
principles or practices by the Company materially affecting its assets,         
liabilities or business, except insofar as may have been required by a change in
GAAP or (vii) any increase of compensation for employees that would result in   
any additional material cost to the Company or its subsidiaries.                

   Section 4.10  Licenses, Permits, Authorizations, Etc.  To the best of the
Company's knowledge, the Company and each of its subsidiaries has all approvals,
authorizations, consents, licenses, orders, franchises, rights, and             
registrations and permits of all governmental agencies, whether federal, state  
or local, United States or foreign ("Permits"), required to permit the operation
of its business as presently conducted, the absence of which would have a       
material adverse effect on the Company and its subsidiaries taken as a whole.   
There has occurred no default under, or violation of, any such Permit, except   
for the lack of Permits and for defaults under, or violations of, Permits which 
lack, default or violation individually or in the aggregate would not have a    
material adverse effect on the Company and its subsidiaries taken as a whole.   
The execution and delivery of this Agreement and the consummation of the        
transactions contemplated hereby will not result in any revocation,             
cancellation, suspension or modification of any such approval, authorization,   
consent, license, order, franchise, right, registration or permit.              

Section 4.11  Taxes and Returns.  (a) Each of the Company and its     
subsidiaries has filed all United States federal, state and local and foreign   
income and other tax returns and reports required to be filed by it. All such   
returns were at the time of filing complete and correct in all material         
respects. Each of the Company and its subsidiaries has paid or made adequate    
provision for the payment of all taxes, assessments and governmental charges and
penalties which they have incurred, except such as are being contested in good  
faith by appropriate proceedings. No liens for Taxes (as hereinafter defined)   
exist with respect to any assets or properties of the Company or any of its     
subsidiaries, except for statutory liens for Taxes not yet due.                 

(b) Neither the Company nor any of its subsidiaries has received any  
written notice that any of its Tax returns is under audit or examination by any 
taxing authority. Each material deficiency resulting from any                   

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audit or examination relating to Taxes by any taxing authority has been paid,   
except for deficiencies being contested in good faith. No material issues       
relating to Taxes were raised in writing by the relevant taxing authority during
any presently pending audit or examination, and no material issues relating to  
Taxes were raised in writing by any taxing authority in any completed audit or  
examination that can reasonably be expected to recur in a later taxable period. 
Neither the Company nor any subsidiary of the Company has been the subject of an
audit by the Internal Revenue Service since 1995. Neither the Company (since the
date of its formation) nor any subsidiary (since the date on which it became a  
subsidiary of the Company) has received any notice from the Internal Revenue    
Service asserting liability of the Company or any of its subsidiaries for the   
Taxes of any other person under Treas. Reg. sec. 1.1502-6. To the best of the   
knowledge of the Company, the Internal Revenue Service has not asserted against 
any person any Tax liability for which the Company or any of its subsidiaries   
would be liable under Treas. Reg. sec. 1.1502-6.                                

  (c) Neither the Company nor any of its subsidiaries has entered into any
agreement or other document extending, or having the effect of extending, the   
period of assessment or collection of any Taxes and neither the Company nor any 
subsidiary has executed or filed with any taxing authority a power of attorney  
with respect to any Taxes. None of the Company or any of its subsidiaries is a  
party to or is bound by any tax sharing agreement, tax indemnity obligation or  
similar agreement, arrangement or practice relating to Taxes (including any     
advance pricing agreement, closing agreement or other agreement relating to     
Taxes with any taxing authority).                                               

(d) None of the Company or any of its subsidiaries will be required to
include in a taxable period on or after the Effective Time taxable income (i)   
attributable to income that economically accrued in a taxable period ending on  
or before the Effective Time, including as a result of the installment method of
accounting, the completed contract method of accounting or the cash method of   
accounting; or (ii) pursuant to Section 481 of the Code (or any comparable      
provisions of state, local or foreign law), by reason of a change in accounting 
methods or otherwise, as a result of actions taken or circumstances in existence
prior to the Effective Time.                                                    

(e) None of the Company or any of its subsidiaries has an excess loss 
account, within the meaning of Treasury Regulation Section 1.1502-19, or any    
material amount of deferred intercompany gain, within the meaning of Treasury   
Regulation Section 1.1502-13. No such amounts will be required to be recognized 
as a result of the Merger.                                                      

  (f) None of the Company or any of its subsidiaries has filed any consent
under Section 341(f) of the Code. No property of the Company or any of its      
subsidiaries is "tax-exempt use property" within the meaning of Section 168(h)  
of the Code, and none of the Company or any of its subsidiaries is a party to   
any lease made pursuant to Section 168(f)(8) of the Internal Revenue Code of    
1954.                                                                           

    (g) For purposes of this Agreement, (i) the term "Taxes" shall include all
Federal, state, local and foreign income, franchise, property, sales, excise, ad
valorem, gross receipts, withholding and other taxes, tariffs or governmental   
charges of any nature whatsoever, including any interest or penalties imposed   
thereon. and (ii) the term "Code" shall mean the Internal Revenue Code of 1986, 
as amended from time to time. For purposes of this Section 4.11 and Section 4.12
only, the term "subsidiary" shall mean any corporation 80% or more of the equity
value of which is directly or indirectly owned by the Company or a subsidiary of
the Company.                                                                    

   Section 4.12  ERISA, etc.  Schedule 4.12 lists each employee benefit plan
(as defined in Section 3(3) of the Employee Retirement Income Security Act of   
1974, as amended ("ERISA")) and each 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 and 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 (the "Plans"). The     
Company and each Plan is in material compliance with ERISA and all other laws   
applicable to the Plans and the Plans have been administered and operated in    
material compliance with their terms.                                           

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     (a) Each Plan which is intended to be qualified under Section 401(a) of the
Code has received a favorable determination letter from the Internal Revenue    
Service and nothing has occurred since the date of that letter that could       
adversely affect such Plan's status under Section 401(a) of the Code. None of   
the Plans has an "accumulated funding deficiency" (as defined in Section 412 of 
the Code), whether or not waived, and no application for a waiver of the minimum
funding requirements of Section 412 of the Code has been or is expected to be   
filed. Neither the Company nor any entity required to be treated as a single    
employer with the Company under Section 414 of the Code has any unsatisfied     
liability under Title IV of ERISA (except for insurance payments not yet due)   
and the consummation of the transactions contemplated by this Agreement will not
give rise to any such liability. Except as described in Schedule 4.12, or as    
reflected in the actuarial report for the year commencing August 1, 1996 for the
"Retirement Plan for Hourly-Rate Employees of Structural Polymer Systems, Inc." 
effective as of August 1, 1994 (the "Retirement Plan"), which actuarial report  
is attached as an Addendum to Schedule 4.12 and incorporated therein, none of   
the Plans that is a "defined benefit plan" (as defined in Section 3(35) of      
ERISA) has any "unfunded benefit liabilities" (as defined in Section 4001(a)(18)
of ERISA).                                                                      

    (b) Except as described in Schedule 4.12, each of the Plans may be amended
or terminated after the Effective Time without material liability to the Plan,  
the Company, Parent or Sub.                                                     

 (c) No "prohibited transaction" (as defined in Section 406 of ERISA and
Section 4975 of the Code) or "reportable event" (as defined in Section 4043 of  
ERISA) (but excluding any reportable event for which the reporting requirement  
has been waived) has occurred with respect to any Plan. To the knowledge of     
Company, there are no facts or circumstances that would materially change the   
funded status of any Plan that is a "defined benefit plan" (as defined in       
Section 3(35) of ERISA) since the date of the most recent actuarial report for  
such Plan. No Plan is a "multiemployer plan" within the meaning of Section 3(37)
of ERISA.                                                                       

(d) Except as described in Schedule 4.12, the consummation of the     
transactions contemplated by this Agreement (alone or in conjunction with any   
other event) will not increase the amount, or accelerate the vesting or payment,
of benefits or compensation payable to current or former directors, officers or 
employees of the Company or its subsidiaries. Except for the payments and       
benefits described in Schedule 4.12, the deduction of any amount payable        
pursuant to any Plan or other agreement shall not be subject to disallowance    
under Section 162(m) or Section 280G of the Code. Neither the Company nor any of
its subsidiaries is obligated to pay to, or on behalf of, any current or former 
employee or director any Taxes imposed under Section 4999 of the Code.          

     Section 4.13  Employment Agreements.  Except as disclosed in Schedule 4.13,
neither the Company nor any of its subsidiaries is a party to, or bound by, any 
employment agreement with any person which provides for the payment of any      
consideration by the Company or any of its subsidiaries (or Parent or the       
Surviving Corporation) to such person as a result both of the termination of    
such person's employment with the Company (or the Surviving Corporation) or any 
subsidiary thereof and the consummation of the transactions contemplated hereby.

   Section 4.14  Opinion of Financial Advisor.  The Company has received the
opinion of Wm. Sword & Co., Inc., dated July 8, 1998 and to the effect that, as 
of such date, the financial terms of the Merger are fair to the stockholders of 
the Company, from a financial point of view, copies of which opinion have been  
delivered to Parent.                                                            

Section 4.15  Disclosure.  None of the information supplied or to be  
supplied by the Company for inclusion or incorporation by reference in (i) the  
S-4 Registration Statement will, at the time the S-4 Registration Statement is  
filed with the SEC, at any time it is amended or supplemented or at the time it 
becomes effective under the Securities Act, contain any untrue statement of a   
material fact or omit to state any material fact required to be stated therein  
or necessary to make the statements therein not misleading, or (ii) the Proxy   
Statement will, at the date it is first mailed to the Company's stockholders or 
at the time of the Company Stockholder Meeting, contain any untrue statement of 
a material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the           
circumstances under which they are made, not misleading. The Proxy Statement    
will comply as to form in all material respects with the requirements of the    
Exchange Act and the rules and regulations thereunder. No                       

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representation is made by the Company with respect to statements made or        
incorporated by reference in the Proxy Statement or the S-4 Registration        
Statement based on information supplied by Parent or Sub specifically for       
inclusion or incorporation by reference in the Proxy Statement or the S-4       
Registration Statement.                                                         

Section 4.16  State Takeover Statutes.  The Board of Directors of the 
Company has approved the Merger, this Agreement and the Stockholders Agreement, 
and such approval is sufficient to render the provisions of Section 203 of the  
DGCL inapplicable to the Merger, this Agreement, the Stockholders Agreement and 
the other transactions contemplated by this Agreement and the Stockholders      
Agreement. To the Company's knowledge, no other state takeover statute or       
similar statute or regulation applies or purports to apply to the Merger, this  
Agreement, the Stockholders Agreement or the other transactions contemplated by 
this Agreement or the Stockholders Agreement, except to the extent that         
provisions of the California General Corporation Law relating to dissenters'    
appraisal rights may apply by operation of Section 2115 thereof.                

Section 4.17  Compliance with Laws.  To the best of the Company's     
knowledge, the Company is in compliance with all applicable statutes, laws,     
ordinances, regulations, rules, judgments, decrees and orders of any            
governmental body or authority (collectively, "Legal Provisions") applicable to 
its business or operations, except for instances of possible noncompliance that,
individually or in the aggregate, would not have a material adverse effect on   
the Company and its subsidiaries, taken as a whole, or prevent or materially    
delay the consummation of the Merger or the transactions contemplated by the    
Stockholders Agreement. Except as set forth in the Company SEC Documents, none  
of the Company or any of its subsidiaries has received any written communication
during the past two years from a governmental body or authority that alleges    
that the Company or a subsidiary of the Company is not in compliance in any     
material respect with any Legal Provision. This Section 4.17 does not relate to 
matters with respect to Taxes, which are the subject of Section 4.11, or to     
Environmental Law, which are the subject of Section 4.22, or to Labor Relations,
which are the subject of Section 4.18, or Intellectual Property, which is the   
subject of Section 4.19.                                                        

Section 4.18  Labor Relations.  Except as disclosed in the Company SEC
Documents or as set forth on Schedule 4.18, neither the Company nor any of its  
subsidiaries is the subject of any material suit, action or proceeding which is 
pending or, to the knowledge of the Company, threatened, asserting that the     
Company or any of its subsidiaries has committed an unfair labor practice       
(within the meaning of the National Labor Relations Act or applicable state     
statutes) or seeking to compel the Company or any of its subsidiaries to bargain
with any labor organization as to wages and conditions of employment. No        
material strike or other labor dispute involving the Company or any of its      
subsidiaries is pending or, to the knowledge of the Company, threatened, and, to
the knowledge of the Company, there is no activity involving any employees of   
the Company or any of its subsidiaries seeking to certify a collective          
bargaining unit or engaging in any other organization activity. Schedule 4.18   
sets forth a true and correct list of all collective bargaining agreements to   
which the Company or any of its subsidiaries are subject and, except as         
disclosed in such Schedule, there has not been any adoption or amendment in any 
material respect by the Company or any of its subsidiaries of any such          
collective bargaining agreement.                                                

   Section 4.19  Intellectual Property.  Schedule 4.19 sets forth a true and
complete list of all material patents, trademarks (registered, unregistered or  
common law), trade names, service marks and registered copyrights and, in each  
case, applications therefor owned, used or filed by or licensed to the Company  
and its subsidiaries ("Intellectual Property Rights") and, with respect to      
registered trademarks, contains a list of all jurisdictions in which such       
trademarks are registered or applied for and all registration and application   
numbers. Except as set forth in Schedule 4.19, each of the Company and its      
subsidiaries owns or, to the knowledge of the Company, has the right to use,    
without payment to any other party, the Intellectual Property Rights, and the   
consummation of the transactions contemplated hereby will not alter or impair   
such rights in any material respect. Except as set forth on Schedule 4.19,      
neither the Company nor any of its subsidiaries has received any oral or written
notice from any other person pertaining to or challenging the right of the      
Company or any of its subsidiaries to use any of the Intellectual Property      
Rights. No claims are pending by any person with respect to the ownership,      
validity, enforceability or use of any such Intellectual Property Rights        
challenging or questioning the validity or effectiveness of any of the foregoing
which claims could reasonably be expected to have a material adverse effect on  
the Company and its subsidiaries, taken as a whole. None of                     

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the Intellectual Property Rights, other than patent rights, and to the best of  
the Company's knowledge, none of the Intellectual Property Rights which are     
patent rights, and none of the products and services sold by the Company or its 
subsidiaries violate or infringe upon in any material respect any rights        
relating to any intellectual property or similar rights of any other person, and
none of the Company and its subsidiaries has received any notice alleging such a
violation or infringement. Neither the Company nor any of its subsidiaries has  
made any claim of a violation or infringement by others of its rights to or in  
connection with the Intellectual Property Rights.                               

  Section 4.20  Title to Properties.  (a) The Company and its subsidiaries
have good and marketable title to, or valid leasehold interests in, all its     
material properties and assets except for such as are no longer used or useful  
in the conduct of its businesses or as have been disposed of in the ordinary    
course of business and except for defects in title, easements, restrictive      
covenants and similar encumbrances that individually or in the aggregate would  
not materially interfere with the ability of the Company to conduct its         
businesses as currently conducted. Except as set forth in Schedule 4.20, all    
such material assets and properties, other than assets and properties in which  
the Company has a leasehold interest, are free and clear of all Liens, except   
for Liens that individually or in the aggregate would not materially interfere  
with the ability of the Company to conduct its businesses as currently          
conducted.                                                                      

     (b) The Company and its subsidiaries have complied in all material respects
with the terms of all material leases to which it is a party and under which it 
is in occupancy, and all such leases are in full force and effect, except for   
such noncompliance or failure to be in full force and effect as would not       
individually or in the aggregate have a material adverse effect on the Company  
and it subsidiaries, taken as a whole. The Company and its subsidiaries enjoy   
peaceful and undisturbed possession under all such material leases, except for  
failures to do so that would not individually or in the aggregate have a        
material adverse effect on the Company and its subsidiaries, taken as a whole.  

    Section 4.21  Contracts.  Except as disclosed in the Company SEC Documents
or in Schedule 4.7, as of the date hereof, there are no contracts or agreements 
that are of a nature required to be filed as an exhibit under the Exchange Act  
and the rules and regulations promulgated thereunder. The Company is not in     
violation of nor in default under (nor does there exist any condition which upon
the passage of time or the giving of notice or both would cause such a violation
of or default under) any lease, permit, concession, franchise, license or any   
other contract, agreement, arrangement or understanding to which it is a party  
or by which it or any of its properties or assets is bound, except for          
violations or defaults that individually or in the aggregate would not have a   
material adverse effect on the Company and its subsidiaries, taken as a whole.  
Neither the Company nor any of its subsidiaries has entered into any contract,  
agreement, arrangement or understanding with any affiliate of the Company that  
is currently in effect other than agreements that are (i) disclosed in the      
Company SEC Documents or (ii) not of a nature required to be disclosed in the   
Company SEC Documents.                                                          

     Section 4.22  Environmental Matters.  Except as set forth in Schedule 4.22:

  (a) the Company and its subsidiaries hold, and are in material
  compliance with, all permits, registrations, licenses and authorizations
     from governmental authorities required for the Company and its subsidiaries
to conduct their business operations under Environmental Laws         
("Environmental Permits");                                            

        (b) the Company and its subsidiaries are in material compliance with
 all Environmental Laws and have not received any communication from any
governmental body or authority or other person that alleges that the  
Company or any of its subsidiaries is not in compliance with any      
  Environmental Laws or Environmental Permits or is otherwise liable under
   Environmental Laws, including claims for personal injury, property damage
or damage to natural resources;                                       

        (c) neither the Company nor any of its subsidiaries has entered into
or agreed to any court decree or order or is subject to any judgment, 
 decree or order relating to compliance with any Environmental Law or to
   investigation or cleanup of a Hazardous Substance, and no fine or penalty
    has been assessed against the Company or any of its subsidiaries under any
Environmental Law;                                                    

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         (d) no Lien has been attached, asserted, or threatened, to or against
 any real or personal property of the Company or any of its subsidiaries
pursuant to any Environmental Law;                                    

        (e) there has been no treatment, storage, disposal or Release of any
Hazardous Substance (except in compliance with applicable law) on any 
 property currently or, to the knowledge of the Company, formerly owned,
     leased or operated by the Company or any of its subsidiaries at any time in
any manner;                                                           

          (f) the Company has not received an information request regarding, nor
has the Company or any of its subsidiaries been named a potentially   
   responsible party for, any Federal National Priorities List site (as that
term is defined under Environmental Law) or for any other site under  
analogous state law;                                                  

       (g) all aboveground or underground storage tanks on, under or about
property owned, operated or leased by the Company or any of its       
    subsidiaries, whether in existence or the subject of any currently planned
  or budgeted improvement of any property owned, leased or operated by the
  Company or any of its subsidiaries are permitted installations under the
terms of the Company's Environmental Permits or are exempted under    
  applicable Environmental Laws, and any former aboveground or underground
   tanks on such property have been removed in accordance with Environmental
 Law and no residual contamination remains at such property in excess of
applicable standards under Environmental Law;                         

        (h) There are no polychlorinated biphenyls in any article, container
   or equipment on, under or about property owned, operated or leased by the
Company or any of its subsidiaries;                                   

         (i) there is no friable asbestos at, on, under or within any property
    owned, leased or operated by the Company or any of its subsidiaries and no
products are currently manufactured by the Company or any of its      
subsidiaries using asbestos or asbestos-containing materials;         

        (j) no notice or other filing, consent or approval is required under
     any Environmental Law in connection with or as a result of the transactions
contemplated by this Agreement;                                       

 (k) the Company has delivered or otherwise made available for
     inspection to Parent or its agents true, complete and correct copies of any
reports, studies, assessments, analyses, evaluations, tests, employee 
   monitoring data and results of any soil or groundwater investigations, in
each case prepared since December 1995, possessed, available to or    
     initiated by or on behalf of the Company and pertaining to the existence or
     Release of, or exposure to, Hazardous Materials in, on, beneath or adjacent
to any property currently or formerly owned, leased or operated by the
Company or any of its subsidiaries; and                               

   (l) the Company and its Subsidiaries have correctly, timely and
appropriately reported all of the materials used in the conduct of its
    business which are required to be reported to the Environmental Protection
  Agency for listing in the Toxic Substance Control Act (15 U.S.C. Section
   2601 et seq. ("TSCA") inventory and except as set forth on Schedule 4.22,
     all products and materials manufactured, processed or otherwise used by the
    Company or any of its subsidiaries are listed in the TSCA inventory or are
otherwise exempt from TSCA.                                           

   As used in this Agreement, the term "Environmental Law" means any and all
applicable treaties, laws, regulations, enforceable requirements, binding       
determinations or agreements, orders, decrees, judgments or injunctions issued, 
promulgated or entered into by any Governmental Entity, relating to the         
environment, natural resources, or to the management, release or threatened     
release of, or exposure to, Hazardous Substances.                               

As used in this Agreement, the term "Hazardous Substance" means all   
explosive or regulated radioactive materials or substances, hazardous or toxic  
materials, wastes or chemicals, petroleum and petroleum products (including     
crude oil or any fraction thereof), and all other materials or chemicals        
regulated pursuant to any Environmental Law.                                    

  As used in this Agreement, the term "Release" shall have the meaning set
forth in the Comprehensive Environmental Response, Compensation, and Liability  
Act, 42 U.S.C. Section 9601(22).                                                

    Section 4.23  Qualifications.  Schedule 4.23 sets forth a true and correct
list of the qualifications for the products of the Company and its subsidiaries 
and identifies such qualifications by product, customer,                        

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application and specification number. To the knowledge of the Company, all      
products sold by the Company or its subsidiaries pursuant to qualification      
requirements established by the Company's customers were produced in a manner   
consistent with the requirements of such qualifications, except where the       
failure to do so would not reasonably be expected to have a material adverse    
effect on the Company and its subsidiaries, taken as a whole.                   

  Section 4.24  Certain Transactions.  Schedule 4.24 sets forth a true and
correct list of all agreements or other arrangements between the Company or its 
subsidiaries and affiliates, directors or officers of the Company or its        
subsidiaries or with any other company that has one or more directors on its    
board of directors or one or more officers that are also directors or officers  
of the Company or any of its subsidiaries, which are not otherwise disclosed in 
the Company SEC Documents.                                                      

    Section 4.25  Insurance.  Set forth on Schedule 4.25 is a true and correct
list of insurance policies that the Company and its subsidiaries maintain with  
respect to their businesses, properties or employees. Such policies are in full 
force and effect, all premiums due and payable thereon have been paid and no    
notice of cancellation or termination has been received with respect to any such
policy.                                                                         

ARTICLE V 

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB

   Parent and Sub jointly and severally represent and warrant to the Company
as follows:                                                                     

  Section 5.1  Organization.  Sub is a corporation duly organized, validly
existing and in good standing under the laws of Delaware. Attached as Exhibit B 
hereto are complete and correct copies of the Certificate of Incorporation and  
By-Laws of Sub, in each case as amended to the date of this Agreement.          

   Section 5.2  Authority Relative to this Agreement.  Sub has the requisite
corporate power and authority to enter into this Agreement and to carry out its 
obligations hereunder. The execution and delivery of this Agreement and the     
consummation of the transactions contemplated hereby have been duly authorized  
by the Board of Directors of Sub and approved by its sole stockholder, and no   
other corporate proceedings on the part of Sub are necessary to authorize this  
Agreement and the transactions contemplated hereby. This Agreement has been duly
executed by Sub and constitutes the legal, valid and binding obligation of Sub  
enforceable against it in accordance with its terms, subject to bankruptcy,     
insolvency, moratorium and other similar laws affecting creditors' rights       
generally and general principles of equity.                                     

   Section 5.3  No Violation.  Consummation of the transactions contemplated
by this Agreement will not result in a breach of or the acceleration of any     
obligation under, give a right to termination under, or constitute a default or 
event of default (or event which with notice or the passage of time, or both,   
would constitute a default) under, (i) the Certificate of Incorporation or      
By-laws of Sub or the comparable charter or organizational documents of any of  
its subsidiaries or joint ventures, or (ii) subject to the governmental filings 
and other matters referred to in Section 3.6, any provision of any indenture,   
mortgage, lien, lease, agreement, contract, instrument, order, judgment, decree,
ordinance or regulation, or any restriction to which any property of Sub or any 
of its subsidiaries is subject or by which Sub or any of its subsidiaries or    
joint ventures is bound, the effect of which would have a material adverse      
effect on Parent and its subsidiaries taken as a whole. Subject to the          
governmental filings and other matters referred to in Section 3.6, none of Sub, 
any subsidiary of Sub or any joint venture of Sub is in violation of any        
applicable law, statute, order, rule or regulation promulgated or judgment      
entered by any federal, state or local, United States or foreign, court or      
governmental authority relating to or affecting the operation, conduct or       
ownership of the property or business of Sub or any of its subsidiaries which   
violation or violations would (i) have a material adverse effect on Parent and  
its subsidiaries taken as a whole, (ii) impair in any material respect the      
ability of Sub to perform its obligations under this Agreement or the           
Stockholders Agreement or (iii) prevent, significantly delay or impede the      
consummation of any of the transactions contemplated by this Agreement or the   
Stockholders Agreement.                                                         

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 Section 5.4  Approvals.  Except as referred to in Sections 3.6 and 4.6,
there is no legal impediment to execution and delivery of this Agreement by Sub 
or to its consummation of the transactions contemplated hereby, and no filing or
registration with, or authorization, consent or approval of, any public body or 
authority is necessary for the consummation by any of them of the transactions  
contemplated hereby, other than such as may be required solely because the      
Company is a party to the transactions contemplated hereby and other than such  
which, if not made or obtained, will not, in the aggregate, have a material     
adverse effect on Sub.                                                          

Section 5.5  Capitalization.  All of the outstanding shares of capital
stock of Sub have been duly authorized and validly issued and are fully paid,   
non-assessable and wholly-owned, directly or indirectly, by Parent free and     
clear of all liens, claims or encumbrances. There are no options, warrants or   
other rights, agreements or commitments obligating Parent or Sub to issue, sell 
or transfer any shares of capital stock or other securities of Sub.             

ARTICLE VI

CONDUCT OF BUSINESS PENDING THE MERGER

Section 6.1  Conduct of Business by the Company Prior to the Effective
Time.  The Company covenants and agrees that, after the date hereof and prior to
the Effective Time, except as otherwise consented to or approved in writing by  
Parent which consent will not unreasonably be withheld or delayed or            
specifically provided for in this Agreement:                                    

 (a) the business of the Company and its subsidiaries shall be
conducted only in the ordinary and usual course consistent with past  
practice and the Company 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;                                                   

      (b) neither the Company nor any of its subsidiaries shall or shall
propose to:                                                           

             (i) amend its charter or by-laws or other comparable organizational
documents;                                                      

           (ii) 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 the Company or a wholly-owned subsidiary of the Company);

            (iii) 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 the Company or any of its subsidiaries other
than, in the case of the Company, shares of Company Common Stock
        issuable pursuant to the terms of outstanding stock options and warrants
of the Company disclosed on Schedule 4.5 and shares of certain  
      subsidiaries pledged to secure existing credit facilities as described
on Schedule 4.20;                                               

        (iv) other than sales of products of the Company or any of its
       subsidiaries in the ordinary course 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;                                          

         (v) purchase or otherwise acquire any outstanding shares of its
capital stock other than as contractually required under to the 
Company's employee stock option plans;                          

             (vi) 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 the Company or its
subsidiaries;                                                   

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          (vii) make any material Tax election or settle or compromise any
      material Tax liability of the Company or any of its subsidiaries other
     than such elections as are required to be made in connection with the
 filing of regular tax returns in the ordinary course of business;

        (viii) 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;                       

          (ix) enter into or otherwise agree to be bound by any agreement,
      contract, arrangement or instrument that would be required to be filed
      by the Company or any of its subsidiaries as an exhibit to a Form 10-K
under the Exchange Act;                                         

           (x) except as contemplated in this Agreement, acquire or agree to
acquire (x) by merging or consolidating with, or by purchasing a
 substantial portion of the assets of, or by any other manner, any
       business or any corporation, partnership, joint venture, association or
       other business organization or division thereof or (y) any assets other
  than purchases of inventory in the ordinary course of business and
  except for capital expenditures (which are covered in clause (xii)
below);                                                         

      (xi) (y) 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 (other than as set
        forth on Schedule 6.1), issue or sell any debt securities or warrants or
      other rights to acquire any debt securities of the Company, 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 (z) make any loans, advances or capital contributions
        to, or investments in, any other person (except as set forth on Schedule
  6.1), other than extensions of credit to customers and advances to
     employees, in each case in the ordinary course of business consistent
with past practice;                                             

            (xii) except for the items listed on Schedule 6.1 make or agree to
        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;

        (xiii) discharge, settle or satisfy any claims, whether or not
  pending before a Governmental Entity, that have a material adverse
      effect on the Company 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
the Company is a party;                                         

            (xiv) except in the ordinary course of business or as set forth in
  Schedule 6.1 hereto, enter into any contracts, agreements, binding
    arrangements or binding understandings relating to the distribution,
     sale, license or marketing by third parties of the Company's products
     (provided that no agreements for distribution or licensing other than
 those set forth on Schedule 6.1 will be entered into), other than
     pursuant to any such agreements currently in place in accordance with
  their terms as of the date hereof and subject to the provisions in
Schedule 6.1;                                                   

   (xv) except as set forth in Schedule 6.1 hereto, form any
subsidiary to the Company;                                      

         (xvi) except as required by GAAP, make any change in accounting
methods, principles or practices;                               

            (xvii) cancel or permit to lapse any insurance policy in effect on
    the date of this Agreement, except in the case of replacement of any
such policy with substantially equivalent coverage;             

        (xviii) fail to conduct reasonable maintenance in the ordinary
    course of business consistent with past practice with respect to all
  machinery and equipment currently being used in the conduct of the
business of the Company and its subsidiaries;                   

             (xix) take any action either to accelerate or cash out the value of
any Company Option;                                             

       (xx) adopt, amend or agree to adopt or amend any of the Plans
except as required by law; or                                   

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           (xxi) enter into or modify any contract, agreement, commitment or
    arrangement with respect to any of the foregoing except as permitted
above; and                                                      

          (c) neither the Company nor any of its subsidiaries will take or agree
     to take any of the following actions: (i) increase the compensation payable
    or to become payable by it to any of its directors, officers or employees,
     (ii) 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 the Company or any of its subsidiaries, except in the ordinary
    course of the administration of the pension, retirement or welfare benefit
     plans, agreements or arrangements, (iii) grant any stock options, any stock
  appreciation rights or any other stock-based awards, (iv) enter into any
   employment agreement or other contract or arrangement with respect to the
performance of personal services (other than services by the Company's
    accountants, investment bankers and legal counsel) which is not terminable
    without liability by it on 30 days' notice (or less) and which involves an
   annual rate of compensation in excess of $75,000 or (v) make any loan to,
  or enter into any other transaction with, any officer or director of the
    Company 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.                                                             

 Section 6.2  Conduct of Business by Parent.  During the period from the
date of this Agreement to the Effective Time of the Merger, Parent shall not:   

         (a) (i) 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 Parent's past practice) with customary record and payment dates or
(ii) 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;                         

          (b) amend Parent's certificate of incorporation or by-laws in a manner
    that would be materially adverse to the holders of Parent Common Stock (it
   being understood that an amendment to the certificate of incorporation of
     Parent increasing the number of authorized shares of Parent Common Stock or
    other capital stock of Parent shall not be deemed to be materially adverse
to the holders of Parent Common Stock); or                            

   (c) authorize, or commit or agree to take, any of the foregoing
actions.                                                              

ARTICLE VII 

ADDITIONAL AGREEMENTS 

Section 7.1  Access and Information; Confidentiality.                 

(a) The Company shall, and shall cause its subsidiaries to, afford to 
Parent and to Parent's accountants, counsel and other representatives full      
access during normal business hours throughout the period prior to the Effective
Time to all of its properties, books, contracts, commitments and records and,   
during such period, the Company shall furnish promptly to Parent all information
concerning its business, properties and personnel as Parent may reasonably      
request; provided that the Company need not provide information concerning      
actual prices charged to customers for materials or copies of contracts with    
customers; however, the Company will provide redacted copies of such contracts. 

(b) Except as required by law, Parent will, and will cause its        
subsidiaries, counsel, accountants and other representatives to, keep any       
confidential information and documents heretofore or hereafter obtained pursuant
to or in connection with this Agreement and the transactions contemplated hereby
in accordance with the Confidentiality Agreement, dated June 15, 1997, between  
Parent and the Company (the "Confidentiality Agreement"). Parent agrees that the
Company will be entitled to equitable relief, including injunction, in the event
of any breach of the provisions of this Section 7.1 and that Parent will not    
oppose the granting of such relief.                                             

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(c) Except as required by law or the regulations of any securities    
exchange, (i) each of the Company and Parent shall hold, and shall cause its    
respective officers, employees, accountants, counsel, financial advisors and    
other representatives and affiliates to hold, any nonpublic information in      
confidence until such time as such information becomes publicly available       
(otherwise than through the wrongful act of any such person) and shall use its  
best efforts to ensure that such persons do not disclose such information to    
others without the prior written consent of the Company or Parent, as the case  
may be; and (ii) in the event of the termination of this Agreement for any      
reason, each of the Company and Parent shall promptly return, or cause to be    
promptly returned, or destroy all tangible evidence of such confidential        
information so obtained from the other party or any of its subsidiaries and any 
copies made of such documents to such other party.                              

    Section 7.2  HSR Act.  Subject to the last sentence of Section 7.6, Parent
and the Company shall take all reasonable actions necessary to file as soon as  
practicable all requisite applications under the HSR Act and to respond as      
promptly as practicable to any inquiries received from the Federal Trade        
Commission and the Antitrust Division of the Department of Justice for          
additional information or documentation and to respond as promptly as           
practicable to all inquiries and requests received from any state attorney      
general or other governmental entity in connection with antitrust matters.      

Section 7.3  Stockholder Approval; Proxy Statement.  The Company shall
prepare, shall file with the Commission under the Exchange Act as promptly as   
practicable, and shall use all commercially reasonable efforts to have cleared  
by the Commission, a proxy statement with respect to the meeting of the         
Company's stockholders referred to in Section 1.8. The term "Proxy Statement"   
shall mean such proxy statement at the time it initially is mailed to the       
Company's stockholders and all amendments or supplements thereto duly filed and 
similarly mailed. Parent, Sub and the Company each agree to correct promptly    
(but in no event later than the date of the Company Stockholder Meeting referred
to in Section 1.8) any information provided by it for use in the Proxy Statement
which shall have become false or misleading. The Proxy Statement shall be the   
prospectus of Parent to be included in the "S-4 Registration Statement," as     
defined in Section 7.4.                                                         

  Section 7.4  S-4 Registration Statement.  Parent shall prepare and shall
file with the Commission as promptly as practicable after the Company receives  
comments from the Commission on the Proxy Statement a Registration Statement on 
Form S-4 (such Registration Statement at the time it becomes effective and all  
amendments thereto duly filed referred to herein as the "S-4 Registration       
Statement") under the Securities Act and shall use all commercially reasonable  
efforts to have the S-4 Registration Statement declared effective by the        
Commission as promptly as practicable. Parent shall also take any action        
required to be taken under state blue sky or securities laws, and the Company   
shall furnish Parent with all information concerning the Company and its        
stockholders and shall take such other action as Parent may reasonably request  
in connection with any such actions. Parent, Sub and the Company each agree to  
correct promptly (but in no event later than the date of the Company Stockholder
Meeting referred to in Section 1.8) any information provided by it for use in   
the S-4 Registration Statement which shall have become false or misleading.     

Section 7.5  Fees and Expenses.  (a) Except as provided below, if the 
Merger is not consummated, all costs and expenses incurred in connection with   
this Agreement and the transactions contemplated hereby shall be paid by the    
party incurring such cost of expense, provided that the aggregate cost of       
printing and mailing the Proxy Statement and filing the Proxy Statement and the 
S-4 Registration Statement with the Commission shall be borne one-half by the   
Company and one-half by Parent.                                                 

 (b) The Company shall pay to Parent upon demand (i) a fee of $2,000,000
(the "Parent Termination Fee"), payable in immediately available funds, plus    
(ii) all Expenses (as defined below), if (A) Parent terminates this Agreement in
accordance with Section 9.1(iii), (B) the Company terminates this Agreement in  
accordance with Section 9.1(vi), (C) Parent or the Company terminates this      
Agreement in accordance with Section 9.1(vii) and prior to such termination a   
bona fide Transaction Proposal shall have been made, (D) Parent or the Company  
terminates this Agreement in accordance with Section 9.1(ii)(a) and (1) prior to
such termination a bona fide Transaction Proposal shall have been made and (2)  
within 18 months of such termination an agreement relating to a Transaction     
Proposal is entered into by the Company or any affiliate thereof with (or an    
event occurs which event, if it were embodied in a proposal would be the subject
of a Transaction Proposal by) any person making such Transaction Proposal, or   
(E) such payments are otherwise                                                 

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required by Section 7.7. "Expenses" means all commercially reasonable           
out-of-pocket fees and expenses incurred or paid by or on behalf of Parent or   
any of its affiliates in connection with the Merger or the consummation of any  
of the transactions contemplated by this Agreement, including all fees and      
expenses of counsel, investment banking firms, accountants, experts and         
consultants to Parent or any or its affiliates and all fees and expenses of     
banks, investment banking firms and other financial institutions and their      
respective counsel, accountants and agents in connection with arranging or      
providing financing; provided that such fees and expenses have been incurred    
prior to termination of this Agreement.                                         

     Section 7.6  Additional Agreements; Other Action.  On the terms and subject
to the conditions herein provided, and subject to Section 1.8 hereof, each of   
the parties hereto agrees to use commercially reasonable efforts to take, or    
cause to be taken, all action and to do, or cause to be done, all things        
necessary, proper or advisable under applicable laws and regulations to         
consummate and make effective the transactions contemplated by this Agreement,  
including using commercially reasonable efforts (i) to obtain all necessary     
waivers, consents and approvals, to give all notices and to effect all necessary
registrations and filings (including, without limitation, filings under the HSR 
Act) and (ii) to defend any lawsuits, or other legal proceedings, whether       
judicial or administrative and whether brought derivatively or on behalf of     
third parties (including governmental agencies or officials), challenging this  
Agreement or the consummation of the transactions contemplated hereby.          
Notwithstanding the foregoing, Parent and its subsidiaries shall not be required
to take any action pursuant to the foregoing that could reasonably be expected  
to (i) impact in a materially adverse manner the economic or business benefits  
of the transactions contemplated by this Agreement to such party or (ii) to     
result in the imposition of a condition or restriction (w) seeking to prohibit  
or limit the ownership or operation by Parent, Sub, the Company, the Surviving  
Corporation or any of their respective subsidiaries of any material portion of  
the business or assets of the Company, Parent or any of their respective        
subsidiaries or to compel the Company, Parent, Sub, the Surviving Corporation or
any of their respective subsidiaries to dispose of or hold separate any material
portion of the business or assets of the Company, Parent or any of their        
respective subsidiaries, (x) seeking to impose limitations on Parent's ability  
to acquire or hold, or exercise full rights of ownership of, Company Common     
Stock or any shares of capital stock of the Surviving Corporation, including,   
without limitation, the right to vote such capital stock on all matters properly
presented to the stockholders of the Surviving Corporation, (y) seeking to      
prohibit Parent from effectively controlling in any material respect the        
business or operations of the Company or any Company subsidiary or (z) which    
otherwise is reasonably likely to have a material adverse effect on either the  
Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, 
taken as a whole.                                                               

     Section 7.7  Acquisition Proposals.  (a) Neither the Company nor any of its
subsidiaries shall (whether directly or indirectly through advisors, agents or  
other intermediaries), nor shall the Company or any of its subsidiaries         
authorize or permit any of its or their officers, directors, employees, agents, 
representatives, advisors or subsidiaries to, (a) solicit, initiate or take any 
action knowingly to facilitate or encourage the submission of inquiries,        
proposals or offers from any person (other than Sub or Parent) relating to (i)  
any acquisition or purchase of 15% or more of the consolidated assets of the    
Company and its subsidiaries or of over 15% of any class of equity securities of
the Company or any of its subsidiaries, (ii) any tender offer (including a self 
tender offer) or exchange offer that if consummated would result in any person  
beneficially owning 15% or more of any class of equity securities of the Company
or any of its subsidiaries, (iii) any merger, consolidation, business           
combination, sale of substantially all assets, recapitalization, liquidation,   
dissolution or similar transaction involving the Company or any of its          
subsidiaries whose assets, individually or in the aggregate, constitute more    
than 15% of the consolidated assets of the Company other than the transactions  
contemplated by this Agreement, or (iv) any other transaction the consummation  
of which would or could reasonably be expected to impede, interfere with,       
prevent or materially delay the Merger (collectively, "Transaction Proposals"), 
or agree to or endorse any Transaction Proposal, or (b) enter into or           
participate in any discussions, negotiations or agreements regarding any        
Transaction Proposal, or furnish to any other person any information with       
respect to its business, properties or assets or any of the foregoing, or       
otherwise cooperate in any way with, or knowingly assist or participate in,     
facilitate or encourage, any effort or attempt by any other person (other than  
Sub or Parent) to do or seek any of the foregoing; provided, however, that the  
foregoing shall not prohibit the Company (either directly or indirectly through 
advisors, agents or other intermediaries) from, prior to the Company Stockholder
Meeting (i) furnishing information pursuant to                                  

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an appropriate confidentiality letter (which letter shall not be less favorable 
to the Company in any material respect than the Confidentiality Agreement, dated
as of June 15, 1997 between the Company and Parent, and a copy of which shall be
provided for informational purposes only to Parent) concerning the Company and  
its businesses, properties or assets to a third party who has made a bona fide  
Transaction Proposal, (ii) engaging in discussions or negotiations with such a  
third party who has made a bona fide Transaction Proposal, (iii) following      
receipt of a bona fide Transaction Proposal, taking and disclosing to its       
stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the   
Exchange Act or otherwise making disclosure to its stockholders, or (iv) taking 
any action required to be taken by the Company pursuant to a non-appealable,    
final order by any court of competent jurisdiction, but in each case referred to
in the foregoing clauses (i) through (iv) or Section 7.7(b) only to the extent  
that a majority of the disinterested members of the Board of Directors of the   
Company shall have concluded in good faith on the basis of written advice (or   
advice confirmed in writing) from outside counsel that the failure to take such 
action would be contrary to the fiduciary duties of the Board of Directors of   
the Company to the stockholders of the Company under applicable law; provided,  
further, that, to the extent that it may do so without acting in a manner       
contrary to its fiduciary duties under applicable law, the Board of Directors of
the Company shall not take any of the foregoing actions referred to in clauses  
(i) through (iii) and Section 7.7(b) until after reasonable notice to Parent    
with respect to such action and that such Board of Directors shall continue to  
advise Parent after taking such proposal and the identity of the person making  
it.                                                                             

     (b) Except as expressly permitted by this Section 7.7, neither the Board of
Directors of the Company nor any committee thereof shall (i) withdraw or modify,
or propose publicly to withdraw or modify, in a manner adverse to Parent, the   
approval or recommendation by such Board of Directors or such committee of the  
Merger, this Agreement or the Stockholders Agreement, (ii) approve or recommend,
or propose publicly to approve or recommend, any Transaction Proposal, or (iii) 
cause the Company to enter into any letter of intent, agreement in principle,   
acquisition agreement or other similar agreement (each, a "Company Acquisition  
Agreement") related to any Transaction Proposal. Notwithstanding the foregoing, 
in the event that at any time prior to the Company Stockholder Meeting the Board
of Directors of the Company determines in good faith, after consultation with   
outside counsel, that it is necessary to do so in order to comply with its      
fiduciary duties to the Company's stockholders under applicable law, the Board  
of Directors of the Company may (subject to this and the following sentences)   
terminate this Agreement (and concurrently with or after such termination, if it
so chooses, cause the Company to enter into any Company Acquisition Agreement   
with respect to any Superior Proposal), but only at a time that is prior to the 
Company Stockholder Meeting and is after the later of (x) the third business day
following Parent's receipt of written notice advising Parent that the Board of  
Directors of the Company is prepared to accept a Superior Proposal, specifying  
the material terms and conditions of such Superior Proposal and identifying the 
person making such Superior Proposal and (y) in the event of any amendment to   
the price or any material term of a Superior Proposal, one business day         
following Parent's receipt of written notice containing the material terms of   
such amendment, including any change in price (it being understood that each    
further amendment to the price or any material terms of the Superior Proposal   
shall require an additional one business day period prior to which the Company  
can take such action). For purposes of this Agreement, a "Superior Proposal"    
means any proposal made by a third party (i) to acquire, directly or indirectly,
including pursuant to a tender offer, exchange offer, merger, consolidation,    
business combination, recapitalization, liquidation, dissolution or similar     
transaction, for consideration consisting of cash and/or securities, more than  
50% of the combined voting power of the shares of Company Common Stock then     
outstanding or all or substantially all the assets of the Company, (ii) that is 
otherwise on terms which the Board of Directors of the Company determines in its
good faith judgment (based on the advice of a reputable financial advisor) to be
more favorable to the Company's stockholders than the Merger, and (iii) for     
which financing, to the extent required, is then committed or which, in the good
faith judgment of the Board of Directors of the Company, is reasonably capable  
of being obtained by such third party.                                          

 Section 7.8  Benefit Matters.  (a) During the period from the Effective
Time of the Merger until the first anniversary of the Effective Time of the     
Merger, Parent shall, or shall cause the Surviving Corporation to, maintain     
employee benefit plans (as defined in Section 3(3) of ERISA) for the benefit of 
employees of the                                                                

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Company or its subsidiaries, which are no less favorable in the aggregate to    
those benefits provided under the Plans in effect on the date hereof.           

  (b) Parent shall, or shall cause the Surviving Corporation to, (i) treat
employment by the Company as employment by Parent or any of its subsidiaries, if
applicable, for the purpose of determining limitations as to preexisting        
conditions, exclusions and waiting periods with respect to participation and    
coverage requirements applicable to the employees of the Company under any      
Parent welfare plan that such employees may be eligible to participate in after 
the Effective Time of the Merger and (ii) provide each employee of the Company  
with credit for any co-payments and deductibles paid in the year in which the   
Merger occurs prior to the Effective Time of the Merger in satisfying any       
applicable deductible or out-of-pocket requirements under any Parent welfare    
plans that such employees are eligible to participate in after the Effective    
Time of the Merger.                                                             

   (c) Parent shall, or shall cause the Surviving Corporation to, enter into
appropriate agreements and otherwise carry out and fulfill each of the          
obligations set forth under the caption "Transition Issues" on Schedule 7.8     
hereto, which obligations are hereby undertaken by Parent.                      

Section 7.9  Indemnification; Continuation of Insurance; Guaranty     

    (a) Parent agrees that all rights to indemnification now existing in favor
of the employees, agents, directors or officers of the Company and its          
subsidiaries as provided in their respective charters or bylaws shall survive   
the Merger and shall continue in full force and effect, to the fullest extent   
permitted by applicable law, for a period not less than five years from the     
Effective Time with respect to matters occurring prior to the Effective Time.   
The Surviving Corporation shall maintain in effect for not less than five years 
from the Effective Time the effectiveness of current policies of directors' and 
officers' liability insurance maintained by the Company and its subsidiaries    
(copies of which have been provided to Parent) with respect to matters occurring
prior to the Effective Time.                                                    

  (b)(i) Parent hereby guarantees to the Company and each person who is an
employee, agent, director or officer of the Company or any of its subsidiaries  
(the "Beneficiaries") the performance of all liabilities, agreements and other  
obligations of Parent, Sub or the Surviving Corporation contemplated by Section 
7.9(a) hereof, together with all costs of collection or enforcement, including, 
without limitation, reasonable attorneys' fees incurred with respect to this    
Guaranty, or with respect to a proceeding under the federal bankruptcy laws or  
any insolvency, receivership, arrangement or reorganization law or an assignment
for the benefit of creditors concerning Parent, Sub or the Surviving            
Corporation, together with interest on all such costs of collection, compromise 
or enforcement from the date arising (all the foregoing, collectively, the      
"Obligations"). This Guaranty is an absolute, unconditional and continuing      
guaranty of the full and punctual payment and performance of the Obligations and
not of their collectibility only and is in no way conditioned upon any          
requirement that any Beneficiary first resort to any security or other means of 
obtaining their payment.                                                        

 (ii) The liability of Parent hereunder shall be limited to $10,000,000.

 (iii) Parent waives presentment, demand, protest, notice of acceptance,
notice of obligations incurred and all other notices of any kind, all defenses  
that may be available by virtue of any stay, moratorium law or other similar law
now or hereafter in effect, any right to require the marshaling of assets of the
Surviving Corporation, and all suretyship defenses generally. Without limiting  
the generality of the foregoing, Parent agrees to the provisions of any         
instrument evidencing, securing or otherwise executed in connection with any    
Obligation and agrees that the obligations of Parent hereunder shall not be     
released or discharged, in whole or in part, or otherwise affected by: (A) the  
failure of any Beneficiary to assert any claim or demand or to enforce any right
or remedy against Parent; (B) any extensions or renewals of, or alterations of  
the terms of, any Obligations or any portion thereof; (C) any rescissions,      
waivers, amendments or modifications of any of the terms or provisions of any   
agreement evidencing, securing or otherwise executed in connection with any     
Obligation; (D) the substitution or release of any entity primarily or          
secondarily liable for any Obligation; (E) the adequacy of any rights any       
Beneficiary may have against any other means of obtaining repayment of the      
Obligations; (F) any other act or omission that might in any manner or to any   
extent vary the risk of                                                         

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Parent or otherwise operate as a release or discharge of Parent, all of which   
may be done without notice to Parent.                                           

 (iv) This Guaranty is irrevocable and shall continue for so long as the
Obligations continue.                                                           

     (v) This Guaranty shall be binding upon Parent, its successors and assigns,
and shall inure to the benefit of and be enforceable by the Beneficiaries and   
their successors, transferees and assigns.                                      

  (c) The provisions of this Section 7.9 shall survive consummation of the
Merger, are intended to be for the benefit of, and shall be enforceable by, each
Beneficiary, his heirs and his representatives.                                 

  Section 7.10  Subsequent Financial Statement.  At all times prior to the
Effective Time, the Company and Parent will each deliver 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.                                                                            

   Section 7.11  Certain Notifications.  At all times prior to the Effective
Time, each party shall promptly notify the other in writing of the occurrence of
any event which will or may result in failure to satisfy the conditions         
specified in Sections 8.1 and 8.2 in the case of events relating to Parent and  
in Sections 8.1 and 8.3 in the case of events relating to the Company.          

   Section 7.12  Letter of the Company's Accountants.  The Company shall use
its best efforts to cause to be delivered to Parent a letter of Feldman Radin & 
Co., P.C., the Company's independent public accountants (the "Company           
Auditors"), dated a date within two business days before the date on which the  
S-4 Registration Statement shall become effective and a letter of the Company   
Auditors dated a date within two business days before the Closing Date, in each 
case in form and substance reasonably satisfactory to Parent and customary in   
scope and substance for letters delivered by independent public accountants in  
connection with registration statements similar to the S-4 Registration         
Statement.                                                                      

  Section 7.13  Stockholder Litigation.  The Company shall give Parent the
opportunity, at Parent's own expense, to participate in the defense or          
settlement of any stockholder litigation against the Company and its directors  
relating to any of the transactions contemplated by this Agreement until the    
Effective Time.                                                                 

 Section 7.14  Affiliates.  Prior to the Closing Date, the Company shall
deliver to Parent a letter identifying all persons who are, at the time this    
Agreement is submitted for approval to the stockholders of the Company,         
"affiliates" of the Company for purposes of Rule 145 under the Securities Act.  
The Company shall cause each such person to deliver to Parent on or prior to the
Closing Date a written agreement substantially in the form attached as Exhibit  
C.                                                                              

     Section 7.15  Stockholder Agreement Legend.  The Company will inscribe upon
any certificate representing Shares tendered by a Stockholder (as defined in the
Stockholder Agreement) for such purpose the following legend: "THE SHARES OF    
COMMON STOCK, PAR VALUE $.01 PER SHARE, OF THE CORPORATION REPRESENTED BY THIS  
CERTIFICATE ARE SUBJECT TO A STOCKHOLDER AGREEMENT DATED AS OF JULY 8, 1998, AND
ARE SUBJECT TO THE TERMS THEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT   
THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.                             

  Section 7.16  Initial Payment.  In consideration of the Company entering
into this Agreement, the Stockholder Agreement, and other good and valuable     
consideration and concurrently with the execution of this Agreement, Parent     
shall pay to the Company $500,000 in cash. Such $500,000 shall be refunded to   
Parent if (i) the stockholders of the Company shall not approve this Agreement  
at the Company Stockholder Meeting or (ii) the Company is required to pay the   
Parent Termination Fee.                                                         

    Section 7.17  Termination of Lawsuit.  In consideration of Parent entering
into this Agreement, as soon as practicable after execution of this Agreement by
Parent and Sub, the Company will cause the litigation against Parent and certain
of its subsidiaries described in Schedule 4.8 to be dismissed with prejudice.   

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ARTICLE VIII

CONDITIONS TO THE MERGER

Section 8.1  Conditions to Each Party's Obligation to Effect the      
Merger.  The respective obligations of each party to effect the Merger shall be 
subject to the fulfillment at or prior to the Effective Time of the following   
conditions:                                                                     

          (a) this Agreement and the Merger shall have been approved and adopted
 by the requisite vote of the stockholders of the Company at the meeting
referred to in Section 1.8;                                           

       (b) the waiting period applicable to the consummation of the Merger
under the HSR Act shall have expired or terminated;                   

        (c) 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;
provided, however, that, in the case of a decree, injunction or other 
order, each of the parties shall have used all commercially reasonable
   efforts to prevent the entry of any such injunction or other order and to
   appeal as promptly as possible any decree, injunction or other order that
may be entered;                                                       

      (d) the S-4 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 initiated or threatened by the Commission; 
    provided, however, that in the event that any such order shall be in place
or any such proceeding shall have been commenced or threatened, Parent
shall have used all commercially reasonable efforts to cause the S-4  
Registration Statement to become effective;                           

         (e) the shares of Parent Common Stock issuable to stockholders of the
 Company pursuant to this Agreement and such other shares required to be
reserved for issuance in connection with the Merger shall have been   
authorized for listing on the NYSE upon official notice of issuance;  
  provided, however, that if such shares shall not have been so authorized
    for listing, Parent shall have used all commercially reasonable efforts to
cause them to be so authorized for listing; and                       

         (f) 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 and this Agreement and
  the transactions contemplated by this Agreement shall have been obtained
     and shall be in full force and effect; provided, however, that in the event
     that any of the foregoing have not been obtained, each of the parties shall
  have used all commercially reasonable efforts to satisfy such condition.

       (g) Not more than 5% of the aggregate outstanding shares of Company
     Common Stock shall constitute dissenting shares under the provisions of the
     California General Corporation Law relating to dissenters' appraisal rights
(to the extent applicable to the Merger).                             

Section 8.2  Conditions to the Company's Obligation to Effect the     
Merger.  The Company 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 the Company:                                                

        (a) The representations and warranties of each of Parent and Sub set
     forth in the Agreement shall not be true and correct (without regard to any
     materially or material adverse effect exceptions contained therein) in each
case as of the date of this Agreement (except to the extent such      
     representations speak as of an earlier date) and as of the Closing Date, as
    though made on 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
     the Company and its subsidiaries taken as a whole, or the Company shall not
  have received a certificate signed on behalf of the Company by the Chief
Executive Officer and President and the Chief Financial Officer of the
Company to the contrary.                                              

          (b) Agreements and Covenants.  Parent and Sub shall not have performed
or complied in all material respects with any covenants, obligations, 
conditions and agreements required by this Agreement                  

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     to be performed or complied with by them on or prior to the Effective Time;
     or the Company shall not have received a certificate to the contrary signed
by the President and Chief Financial Officer of Parent.               

      (c) the Company 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 refuse to give such an opinion, a     
substantially equivalent from Cravath, Swaine & Moore).               

    Section 8.3  Conditions to the Obligations of Parent and Sub to Effect the
Merger.  Parent and Sub shall be obligated to effect, and Parent shall cause Sub
to effect, the Merger unless any of the following conditions shall exist and    
shall not have been waived by Parent or Sub:                                    

          (a) The representations and warranties of the Company set forth in the
   Agreement shall not be true and correct (without regard to any materially
     or material adverse effect exceptions contained therein) in each case as of
     the date of this Agreement (except to the extent such representations speak
     as of an earlier date) and as of the Closing Date, as though made on 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 the Company and
its subsidiaries taken as a whole, or Parent shall not have received a
    certificate signed on behalf of the Company by the Chief Executive Officer
and President and the Chief Financial Officer of the Company to the   
contrary.                                                             

          (b) Agreements and Covenants.  The Company shall not have performed or
complied in all material respects with any covenants, obligations,    
 conditions and agreements required by this Agreement to be performed or
    complied with by it on or prior to the Effective Time; or Parent shall not
 have received a certificate to the contrary signed by the President and
Chief Financial Officer of the Company.                               

      (c) No Litigation.  There shall be pending or threatened any suit,
    action or proceeding by any governmental body or authority (i) challenging
     or seeking to restrain or prohibit the consummation of the Merger or any of
    the other transactions contemplated by this Agreement or seeking to obtain
from the Company, Parent, or any of their respective subsidiaries any 
   damages that are material in relation to the Company and its subsidiaries
taken as a whole as a result of the Merger or any of the transactions 
contemplated by this Agreement, (ii) seeking to prohibit or limit the 
   ownership or operation by the Company, Parent, or any of their respective
subsidiaries of any material portion of the business or assets of the 
  Company, Parent or any of their respective subsidiaries or to compel the
  Company, Parent or any of their respective subsidiaries to dispose of or
hold separate any material portion of the business or assets of the   
    Company, Parent or any of their respective subsidiaries as a result of the
 Merger or any of the other transactions contemplated by this Agreement,
    (iii) seeking to impose limitations on the ability of Parent to acquire or
     hold, or exercise full rights of ownership of, any shares of Company Common
   Stock or shares of capital stock of the Surviving Corporation, including,
 without limitation, the right to vote such capital stock on all matters
   properly presented to the stockholders of the Surviving Corporation, (iv)
 seeking to prohibit Parent from effectively controlling in any material
respect the business or operations of the Company or any of its       
     subsidiaries or (v) which otherwise is reasonably likely to have a material
    adverse effect on the Company and its subsidiaries, taken as a whole, or a
   material adverse effect on Parent and its subsidiaries, taken as a whole.

          (d) Any affiliate of the Company shall not have executed and delivered
to Parent an affiliate letter substantially in the form of Exhibit C  
hereto.                                                               

     (e) Parent shall not have received a certificate of the Company's
     Chief Executive Officer stating that, to his knowledge, the representations
contained in Section 4.22 hereof are true and correct in all material 
respects.                                                             

        (f) Any person who is a director of the Company immediately prior to
     the Effective Time shall not have resigned effective at the Effective Time.

Section 8.4  Frustration of Closing Conditions.  None of the Company, 
Parent or Sub may rely on the failure of any condition set forth in Section 8.1,
8.2, or 8.3, as the case may be, to be satisfied if such failure                

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was caused by such party's failure to use all commercially reasonable efforts to
satisfy such condition and consummate the Merger and the other transactions     
contemplated by this Agreement and the Stockholders Agreement, as required      
therein or in Section 7.6.                                                      

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER 

  Section 9.1  Termination.  This Agreement may be terminated prior to the
Effective Time, whether before or after any required approval by the            
stockholders of the Company:                                                    

   (i) by mutual written consent of the Parent and the Company; or

         (ii) by either Parent or the Company, (a) if the Effective Time shall
   not have occurred on or before November 15, 1998 (the "Termination Date")
  unless (x) the absence of such occurrence shall be due to the failure of
   the party seeking to terminate this Agreement to perform, in all material
respects, each of its obligations under this Agreement required to be 
  performed by it at or prior to the Effective Time or (y) the parties are
  then unable to close because the applicable waiting period under the HSR
Act has not then expired or the S-4 Registration Statement is not then
    effective, in which case the Termination Date shall be changed to December
15, 1998, or (b) 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 or ruling or taken
any other action shall have become final and non-appealable;          

  (iii) by Parent (x) if the Company's Board of Directors or any
   committee thereof shall have withdrawn, modified or changed in any manner
adverse to Parent or Sub (as determined by Parent in its reasonable   
judgment) its approval or recommendation of this 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
(y) the Company shall have entered into an agreement with respect to a
Superior Proposal in accordance with Section 7.7(b);                  

      (iv) by Parent if (x) the Company fails to perform in any material
respect any of its material obligations hereunder or breaches in any  
   material respect any material provision hereof and the Company 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 (y) such breach or uncured
    failure to perform shall have a material adverse effect on the Company and
its subsidiaries taken as a whole;                                    

          (v) by the Company if (x) either Parent or Sub fails to perform in any
   material respect any of its material obligations hereunder or breaches in
  any material respect any material provision hereof and Parent or Sub, as
     the case may be, 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 (y) such breach or uncured failure to perform shall have a material
adverse effect on Parent and its subsidiaries taken as a whole;       

   (vi) by the Company if (x) the Company enters into a definitive
agreement in respect of a Superior Proposal in accordance with Section
    7.7(b) and (y) the Company simultaneously with terminating pays Parent all
     Expenses and the Parent Termination Fee in cash and otherwise complies with
Section 7.7, and refunds the $500,000 initial payment as provided in  
Section 7.16;                                                         

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         (vii) by Parent or the Company if approval of the Merger and adoption
of this Agreement by the Company's stockholders shall not have been   
obtained by reason of the failure to obtain the required vote at the  
Company Stockholder Meeting.                                          

Notwithstanding anything contained herein to the contrary, each party 
hereto agrees that, in the event of the material breach by a party of any of its
representations and warranties in Article III, IV or V hereof, as the case may  
be, which material breach shall represent a material adverse change with respect
to such party and its subsidiaries taken as a whole, the other party's sole and 
exclusive remedy will be to terminate this Agreement in accordance with this    
Section 9.1 and that such party shall not be entitled to any damages or         
reimbursement for any loss or liability resulting or arising out of the breach  
of such representation or warranty, except as set forth in Section 7.5.         

Section 9.2  Amendment.  This Agreement may be amended by the parties 
hereto by action taken by or on behalf of their respective Boards of Directors  
at any time before or after any required approval hereby of the stockholders of 
the Company, 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 the Company without the further approval of such      
stockholders. This Agreement may not be amended except by an instrument in      
writing signed by or on behalf of each of the parties hereto.                   

    Section 9.3  Waiver.  At any time prior to the Effective Time, the parties
hereto, by action taken by their respective Boards of Directors, may (i) extend 
the time for the performance of any of the obligations or other acts of the     
other parties hereto, (ii) waive any inaccuracies in the representations and    
warranties contained herein or in any document delivered pursuant hereto and    
(iii) waive compliance with any of the agreements or conditions contained       
herein. Any agreement on the part of a party hereto to any such extension or    
waiver shall be valid if set forth in an instrument in writing signed on behalf 
of such party.                                                                  

ARTICLE X 

GENERAL PROVISIONS

Section 10.1  Non-Survival of Representations, Warranties and         
Agreements.  None of the representations, warranties and agreements contained in
this Agreement or in any instrument delivered pursuant to this Agreement shall  
survive the Effective Time or the date of earlier termination of this Agreement 
in accordance with the terms hereof, and thereafter there shall be no liability 
on the part of either Parent or the Company or any of their respective officers 
or directors in respect thereof, except, in the case of the consummation of the 
Merger, for the representations, warranties and agreements contained in Sections
2.2, 2.4, 7.6, 7.8, 7.9 and 10.2 and, in the case of any earlier termination of 
this Agreement in accordance with the terms hereof, the agreements contained in 
Sections 7.1(b), 7.5, 7.16 and 10.2. The parties hereto acknowledge and agree   
that nothing herein will relieve any party from liability for any breach of this
Agreement which was committed prior to the termination of this Agreement.       

Section 10.2  Brokers.  The Company represents and warrants that, no  
broker, finder or investment banker is entitled to any brokerage, finder's or   
other fee or commission in connection with the Merger based upon arrangements   
made by or on behalf of the Company. The estimated fees and expenses incurred   
and to be incurred by the Company in connection with this Agreement and the     
transactions contemplated by this Agreement are set forth in Schedule 10.2.     
Parent and Sub represent and warrant that, no broker, finder or investment      
banker is entitled to any brokerage, finder's or other fee or commission in     
connection with the Merger based upon arrangements made by or on behalf of      
Parent or Sub.                                                                  

    Section 10.3  Notices.  All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been given or   
made as of the date delivered or mailed if delivered                            

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personally or mailed by registered or certified mail (postage prepaid, return   
receipt requested) to the parties at the following addresses (or at such other  
addresses for a party as shall be specified by like notice):                    

(a) If to Parent or Sub:                                        
Cytec Industries Inc.                                       
Five Garrett Mountain Plaza                                 
West Paterson, NJ 07424                                     
Attn: General Counsel                                       

Copy to:                                                        

Cravath, Swaine & Moore                                   
825 Eighth Avenue                                         
New York, NY 10019                                        
Attn: John T. Gaffney                                     

(b) If to the Company:                                          
The American Materials & Technologies Corporation         
5915 Rodeo Road                                           
Los Angeles, CA 90016                                     
Attn: Mr. Paul W. Pendorf                                 

Copy to:                                                        

Foley, Hoag & Eliot LLP                                   
One Post Office Square                                    
Boston, Massachusetts 02109                               
Attn: David A. Broadwin                                   

   Section 10.4  Interpretation.  When a reference is made in this Agreement
to subsidiaries of Parent or the Company, other than in Sections 4.11 and 4.12, 
the word "subsidiaries" means (i) any corporation 50% or more of whose          
outstanding voting securities are directly or indirectly owned by Parent or the 
Company, as the case may be, and, unless the context clearly requires otherwise,
(ii) any partnership in which the Company or Parent, as the case may be,        
directly or indirectly owns a 25% (or greater) equity interest or any           
partnership of which the Company or Parent, as the case may be, or one of their 
respective subsidiaries, is a general partner. The headings contained in this   
Agreement are for reference purposes only and shall not affect in any way the   
meaning or interpretation of this Agreement.                                    

  Section 10.5  Miscellaneous.  This Agreement, the Stockholders Agreement
and the Confidentiality Agreement (i) constitute the entire agreement and       
supersede all other prior agreements and understandings, both written and oral, 
among the parties, or any of them, with respect to the subject matter hereof and
thereof, (ii) shall be binding upon and inure to the benefit of the parties     
hereto and their respective successors and assigns and, except as expressly     
provided herein, is not intended to confer upon any other person any rights or  
remedies hereunder, (iii) shall be governed in all respects, including validity,
interpretation and effect, by the laws of the State of Delaware and (iv) may be 
executed in two or more counterparts which together shall constitute a single   
agreement.                                                                      

   Section 10.6  Publicity.  So long as this Agreement is in effect, each of
Parent and the Company promptly shall advise and cooperate with the other prior 
to issuing, or permitting any of its subsidiaries, directors, officers,         
employees or agents to issue, any press release to the press or any third party 
with respect to this Agreement or the transactions contemplated hereby.         

  Section 10.7  Assignment.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties      
hereto without the prior written consent of the other parties, except that (i)  
Parent may transfer the stock of Sub to another wholly-owned direct or indirect 
subsidiary or Parent and (ii) Sub may assign its rights, interests or           
obligations hereunder to another wholly-owned direct or indirect subsidiary of  
Parent.                                                                         

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Section 10.8  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD 
TO ANY APPLICABLE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.                    

Section 10.9  Consent to Jurisdiction.  Each of the parties hereto (i)
consents to submit such party to the personal jurisdiction of any Federal court 
located in the State of Delaware or any Delaware State court in the event any   
dispute arises out of this Agreement or any of the transactions contemplated    
hereby, (ii) agrees that such party will not attempt to deny or defeat such     
personal jurisdiction by motion or other request for leave from any such court  
and (iii) agrees that such party will not bring any action relating to this     
Agreement, the Stockholders Agreement or any of the transactions contemplated   
hereby in any court other than a federal court sitting in the State of Delaware 
or a Delaware state court.                                                      

    Section 10.10  No Right to Set-off.  With respect to all monetary or other
obligations under this Agreement (including, without limitation, obligations    
under Section 7.5), neither the Company nor Parent shall have the right to      
satisfy such obligations through set-off against any claims or obligations or   
such party against the other party.                                             

    IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Agreement
to be signed as of the date first written above by their respective officers    
thereunder duly authorized.                                                     

                         CYTEC INDUSTRIES INC.

                        By: /s/ J. P. CRONIN
                                            ------------------------------------
                                           Title: Executive Vice President and
               CFO

                         CAM ACQUISITION CORP.

                         By: /s/ E. F. JACKMAN
                                            ------------------------------------
                             Title: Vice President

                            THE AMERICAN MATERIALS &
                                TECHNOLOGIES CORPORATION

                     /s/ P. W. PENDORF
                                          --------------------------------------
                    Title: President

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                                                                  CONFORMED COPY

        AMENDMENT, dated August 25, 1998 to the Agreement and Plan of Merger
    dated July 8, 1998 (the "Merger Agreement"), by and among Cytec Industries
   Inc. ("Parent"), a Delaware corporation, CAM Acquisition Corp. ("Sub"), a
     Delaware corporation, and The American Materials & Technologies Corporation
(the "Company"), a Delaware corporation.                              

     WHEREAS, the respective Boards of Directors of Parent, Sub and the Company,
and Parent acting as the sole stockholder of Sub, have previously approved the  
merger of the Sub with and into the Company, in accordance with the terms and   
subject to the conditions set forth in the Merger Agreement;                    

    WHEREAS, the parties to the Merger Agreement desire to amend certain terms
of the Merger Agreement;                                                        

NOW, THEREFORE, the parties hereto hereby agree as follows:           

SECTION 1.  Amendments.  The undersigned, being all the parties to the
Merger Agreement, hereby amend and restate Section 1.3(a) of the Merger         
Agreement as set forth in Exhibit A hereto, and hereby amend and restate        
Schedule 7.8 of the Merger Agreement as set forth in Exhibit B hereto.          

SECTION 2.  No Consent Granted by this Amendment.  Nothing in this    
Amendment shall be construed explicitly or implicitly as constituting the       
consent of Parent to the sale of all or substantially all of the assets or stock
of Grafalloy by the Company or any affiliate thereof. The parties hereto        
acknowledge and agree that pursuant to the Merger Agreement, the prior written  
consent of Parent shall be required before any agreement in respect of such a   
sale may be entered into.                                                       

SECTION 3.  Representations and Warranties.  Each party hereto hereby 
represents as to itself to the other parties hereto that:                       

     (a) such party has all requisite corporate power and authority to
enter into this Amendment;                                            

      (b) the execution and delivery of this Amendment by such party has
    been duly authorized by all necessary corporate action on the part of such
party; and                                                            

         (c) this Amendment has been duly executed and delivered by such party
   and constitutes a valid and binding obligation of such party, enforceable
against such party in accordance with its terms.                      

  SECTION 4.  Counterparts.  This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and   
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.                                 

SECTION 5.  Governing Law.  This Amendment shall be governed by, and  
construed in accordance with, the laws of the State of Delaware, without regard 
to any applicable conflicts of law principles of such state.                    

    SECTION 6.  Full Force and Effect.  Except as specifically amended hereby,
the Merger Agreement shall continue in full force and effect in accordance with 
the provisions thereof. As used therein, the term "hereto" and words of similar 
import shall, unless the context otherwise requires, refer to the Merger        

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Agreement as amended hereby. Any reference in any document to the Merger        
Agreement shall be deemed to be a reference to the Merger Agreement as amended  
hereby.                                                                         

                         CYTEC INDUSTRIES INC.

                       by: /s/ J.P. CRONIN

                                            ------------------------------------
                         Name: J.P. Cronin
                                           Title: Executive Vice President
                 and Chief
                                     Financial Officer

                         CAM ACQUISITION CORP.

                       by: /s/ J.P. CRONIN

                                            ------------------------------------
                         Name: J.P. Cronin
                                            Title: President and Chief Executive
                             Officer

                            THE AMERICAN MATERIALS &
                            TECHNOLOGIES CORPORATION

                        by: /s/ P.W. PENDORF

                                            ------------------------------------
                          Name: P.W. Pendorf
                        Title: President

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                                                                       EXHIBIT A

    (a) Subject to the provisions of Article VIII, the closing (the "Closing")
of the transactions contemplated by this Agreement shall take place at the      
offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, NY 10019, as   
soon as practicable after October 8, 1998 or such later date as the parties     
shall agree to following the meeting of the stockholders of the Company referred
to in Section 1.8, and in no event later than the second business day after     
satisfaction or waiver of the conditions set forth in Article VIII, or at such  
other time and place or on such other date after October 8, 1998 as the Company 
and Parent may mutually agree in writing (the date and time of such Closing     
being herein referred to as the "Closing Date").                                

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                                                                         Annex B

                                                                  CONFORMED COPY

  STOCKHOLDERS AGREEMENT dated as of July 8, 1998 (as amended or
    supplemented in accordance with the terms hereof, this "Agreement"), among
   CYTEC INDUSTRIES INC., a Delaware corporation ("Parent"), CAM ACQUISITION
CORP., a Delaware corporation and a wholly owned subsidiary of Parent 
("Sub"), THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION, a Delaware
     corporation (the "Company"), and the other parties signatory hereto (each a
"Stockholder").                                                       

 Each Stockholder desires that the Company, Parent and Sub enter into an
Agreement and Plan of Merger dated as of the date hereof (as the same may be    
amended from time to time, the "Merger Agreement"), which provides, among other 
things, that Sub will merge with and into the Company upon the terms and subject
to the conditions set forth in the Merger Agreement (the "Merger"), whereby all 
the outstanding shares of Common Stock, par value $.01 per share, of the Company
("Company Common Stock") will be converted into the right to receive shares of  
Common Stock, par value $.01 per share, of Parent ("Parent Common Stock") in the
amount set forth in the Merger Agreement.                                       

Each Stockholder and the Company are executing this Agreement as an   
inducement to Parent and Sub to execute and deliver the Merger Agreement.       

   Accordingly, in consideration of the execution and delivery by Parent and
Sub of the Merger Agreement and the mutual covenants, conditions and agreements 
contained therein and herein, the parties hereto agree as follows:              

 SECTION 1.  Representations and Warranties.  Each Stockholder severally
represents and warrants to Parent and Sub that, except as set forth on Schedule 
1 hereto with respect to such Stockholder:                                      

     (a) Such Stockholder is the record and beneficial owner of, or is
  trustee of a trust that is the record holder of, and whose beneficiaries
  are the beneficial owners of, (i) the number of shares of Company Common
     Stock set forth opposite such Stockholder's name in Schedule A hereto (such
shares, together with any shares of Common Stock acquired by such     
    Stockholder after the date hereof, including, without limitation, pursuant
to the exercise of Options and Warrants, being referred to as such    
   Stockholder's "Shares") and (ii) the options (the "Options") and warrants
   (the "Warrants") to acquire the number of shares of Company Common Stock,
  if any, set forth opposite such Stockholder's name in Schedule A hereto.
   The Stockholder has the sole right to vote such Stockholder's Shares, and
   none of such Stockholder's Shares is subject to any voting trust or other
  agreement, arrangement or restriction with respect to the voting of such
    Stockholder's Shares, except as contemplated by this Agreement. Except for
     such Stockholder's Shares, such Stockholder is not the record or beneficial
owner of any shares of Company Common Stock.                          

       (b) This Agreement has been duly authorized, executed and delivered
 by, and constitutes a valid and binding agreement of, such Stockholder,
    enforceable against such Stockholder in accordance with its terms. Neither
   the execution and delivery of this Agreement nor the consummation by such
Stockholder of the transactions contemplated hereby will result in a  
  violation of, or a default under, or conflict with, any contract, trust,
 commitment, agreement, understanding, arrangement or restriction of any
kind to which such Stockholder is a party or bound or to which such   
 Stockholder's Shares are subject. No trust of which such Stockholder is
trustee requires the consent of any beneficiary to the execution and  
delivery of this Agreement or to the consummation of the transactions 
contemplated hereby or to the performance by such Stockholder of its  
obligations hereunder. If such Stockholder is married, and such       
     Stockholder's Shares constitute community property, this Agreement has been
 duly authorized, executed and delivered by, and constitutes a valid and
   binding agreement of, such Stockholder's spouse, enforceable against such
  person in accordance with its terms. Consummation by such Stockholder of
     the transactions contemplated hereby and performance by such Stockholder of
its obligations hereunder will not violate, or require any consent,   
  approval, or notice under, any provision of any judgment, order, decree,
 statute, law, rule or regulation applicable to such Stockholder or such
Stockholder's Shares.                                                 
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(c) Such Stockholder's Shares, Options and Warrants and the 
   certificates representing such Shares are now and at all times during the
    term hereof will be held by such Stockholder, or by a nominee or custodian
   for the benefit of such Stockholder, free and clear of all liens, claims,
     security interests, proxies, voting trusts or agreements, understandings or
arrangements or any other encumbrances whatsoever, except for any such
    encumbrances or proxies arising hereunder or under the existing terms of a
trust of which such Stockholder is the trustee.                       

          (d) No broker, investment banker, financial adviser or other person is
  entitled to any broker's, finder's, financial adviser's or other similar
   fee or commission in connection with the transactions contemplated hereby
based upon arrangements made by or on behalf of such Stockholder.     

        (e) Such Stockholder is not acquiring any Parent Common Stock with a
    view to, or for offer or sale in connection with, any distribution thereof
(within the meaning of the Securities Act of 1933, as amended (the    
     "Securities Act")) that would be in violation of the securities laws of the
United States of America or any state thereof. Such Stockholder       
 acknowledges that such Stockholder has such knowledge and experience in
business and financial matters and with respect to investments in     
    securities to enable such Stockholder to understand and evaluate the risks
of an investment in the Parent Common Stock to be acquired by such    
 Stockholder and form an investment decision with respect thereto and is
   able to bear the risk of such investment for an indefinite period of time
and to afford a complete loss thereof.                                

         (f) Such Stockholder understands and acknowledges that Parent and Sub
    are entering into the Merger Agreement in reliance upon such Stockholder's
 execution and delivery of this Agreement. Such Stockholder acknowledges
that the irrevocable proxy set forth in Section 4 is granted in       
consideration of the execution and delivery of the Merger Agreement by
Parent and Sub.                                                       

     SECTION 2.  Voting Agreements.  Each Stockholder severally agrees with, and
covenants to, Parent and Sub as follows:                                        

         (a) At any meeting of stockholders of the Company called to vote upon
    the Merger, the Merger Agreement or the other transactions contemplated by
the Merger Agreement or at any adjournment thereof or in any other    
    circumstances upon which a vote, consent or other approval with respect to
    the Merger, the Merger Agreement or the other transactions contemplated by
     the Merger Agreement is sought, such Stockholder shall vote (or cause to be
    voted) such Stockholder's Shares in favor of the Merger, the execution and
 delivery by the Company of the Merger Agreement and the approval of the
     terms thereof and each of the other transactions contemplated by the Merger
Agreement.                                                            

(b) At any meeting of stockholders of the Company or at any 
  adjournment thereof or in any other circumstances upon which their vote,
    consent or other approval is sought, such Stockholder shall vote (or cause
     to be voted) such Stockholder's Shares against (i) any Transaction Proposal
    (as defined in the Merger Agreement) 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 the Company or (iii) any amendment of the Company's Certificate of
 Incorporation or By-laws or other proposal or transaction involving the
 Company 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 in clause (i), (ii) or (iii) above, a "Competing Transaction").

SECTION 3.  Agreement to Pay Net Profit.  (a) Each Stockholder hereby 
agrees that if the Merger Agreement is terminated under circumstances where     
Parent is or may become entitled to receive the Parent Termination Fee under    
Section 7.5(b) of the Merger Agreement, each Stockholder shall pay to Parent on 
demand an amount equal to the Net Profit (as defined in Section 3(b) below) of  
such Stockholder from the consummation of any Transaction Proposal that is      
consummated within two years of such termination.                               

  (b) The term "Net Profit" shall mean an amount in cash equal to (x) such
Stockholder's Gross Profit (as hereinafter defined) minus (y) such Stockholder's
Tax Payment (as hereinafter defined).                                           

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For purposes hereof, the term "Gross Profit" shall mean an amount in cash equal 
to the product of (x) the number of such Stockholder's Shares and (y) the excess
of (A) the per share cash consideration plus the per share fair market value    
(determined as set forth in the next sentence) of any non-cash consideration, as
the case may be, received by the Stockholder pursuant to such Transaction       
Proposal, over (B) $6.00. For purposes hereof, the fair market value of any     
non-cash consideration consisting of:                                           

        (1) securities listed on a national securities exchange or traded on
 the NASDAQ/NMS shall be equal to the average closing price per share of
such security as reported on such exchange or NASDAQ/NMS for the five 
trading days after the date of determination; and                     

        (2) consideration which is other than cash or securities of the form
specified in clause (A) above shall be determined by a nationally     
    recognized independent investment banking firm mutually agreed upon by the
  parties within 10 business days of the event requiring selection of such
  banking firm (provided, however, that if the parties are unable to agree
    within two business days after the date of such event as to the investment
    banking firm, then the parties shall each select one firm, and those firms
   shall select a third investment banking firm, which third firm shall make
  such determination) and the fees and expenses of such investment banking
    firm (or such third investment banking firm, as applicable) shall be borne
equally by Parent, on the one hand, and the Stockholders, on the other
 hand. The determination of the investment banking firm shall be binding
upon the parties.                                                     

For purposes hereof the term "Tax Payment" shall mean, (i) if the applicable    
Transaction Proposal is a tax-free merger or acquisition, the amount of federal 
and state taxes payable by the Stockholder as a result of the sale of any       
non-cash consideration received by the Stockholder pursuant to such Transaction 
Proposal required to be made in order to obtain funds for the payment to Parent 
described in Section 3(a) and (ii) if the applicable Transaction Proposal is a  
taxable merger or acquisition, a proportionate amount of the federal and state  
taxes payable by the Stockholder as a result of such Transaction Proposal (based
on the ratio of (x) the excess of the per share consideration received by the   
Stockholder pursuant to the Transaction Proposal over $6.00 to (y) the per share
consideration received by the Stockholder pursuant to the Transaction Proposal).

  (c) Any payment of Net Profit under this Section 3 shall be paid by wire
transfer of same day funds to an account designated by Parent.                  

SECTION 4.  Covenants.  Each Stockholder severally agrees with, and   
covenants to, Parent and Sub as follows:                                        

          (a) Such Stockholder shall not (i) transfer (which term shall include,
 without limitation, for the purposes of this Agreement, any sale, gift,
   pledge, encumbrance or other disposition), or consent to any transfer of,
   any or all such Stockholder's Shares, Options or Warrants or any interest
     therein, except pursuant to the Merger and the Merger Agreement, (ii) enter
    into any contract, option or other agreement or understanding with respect
to any transfer of any or all such Shares, Options or Warrants or any 
interest therein, (iii) grant any proxy, power-of-attorney or other   
authorization in or with respect to such Shares, except under or in   
  accordance with this Agreement or (iv) deposit such Shares into a voting
    trust or enter into a voting agreement or arrangement with respect to such
  Shares; provided, however, that any such Stockholder may transfer any of
  such Stockholder's Shares, Options and Warrants to any other Stockholder
who is on the date hereof, or to any family member of a Stockholder or
  charitable institution that prior to the Company Stockholder Meeting and
prior to such transfer becomes, in a manner reasonably satisfactory to
 Parent, a party to this Agreement and bound by all the obligations of a
"Stockholder" hereunder.                                              

  (b) As of the Effective Time, such Stockholder's Shares shall,
pursuant to the terms of the Merger Agreement, be exchanged for and   
converted into the consideration provided in the Merger Agreement.    

       (c) Such Stockholder shall provide the undertakings contemplated by
Section 7.14 of the Merger Agreement.                                 

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          (d) Subject to Section 8 hereof, such Stockholder shall not, nor shall
   it permit any director, officer, employee, investment banker, attorney or
other adviser or representative of such Stockholder to, directly or   
  indirectly, (i) solicit or initiate, or encourage the submission of, any
     Transaction Proposal or (ii) participate in any discussions or negotiations
     regarding, or furnish to any person any non-public information with respect
   to, or take any other action to facilitate any inquiries or the making of
  any proposal that constitutes, or may reasonably be expected to lead to,
any Transaction Proposal.                                             

          (e) The Stockholders believe that the consummation of the Merger is in
the best interest of the Company. Accordingly, each Stockholder hereby
   ratifies in advance any decision by the Board of Directors of the Company
  not to proceed in accordance with, and not take any action set forth in,
     (A) clauses (i), (ii), (iii) or (iv) of the first proviso to Section 7.7(a)
     of the Merger Agreement or (B) clauses (i), (ii) or (iii) of Section 7.7(b)
     of the Merger Agreement, and each Stockholder shall confirm in writing such
  ratification upon any request of Parent or the Board of Directors of the
Company.                                                              

 SECTION 5.  Grant of Irrevocable Proxy; Appointment of Proxy.  (a) Each
Stockholder hereby irrevocably grants to, and appoints, Parent and David Lilley,
President and Chief Operating Officer of Parent, Edward F. Jackman, Vice        
President, General Counsel and Secretary of Parent, and James P. Cronin,        
Executive Vice President and Chief Financial Officer of Parent, in their        
respective capacities as officers of Parent, and any individual who shall       
hereafter succeed to any such office of Parent, and each of them individually,  
such Stockholder's proxy and attorney-in-fact (with full power of substitution),
for and in the name, place and stead of such Stockholder, to vote such          
Stockholder's Shares, or grant a consent or approval in respect of such Shares, 
(i) in favor of the Merger, the execution and delivery of the Merger Agreement  
and approval of the terms thereof and each of the other transactions            
contemplated by the Merger Agreement and (ii) against any Competing Transaction.

 (b) Such Stockholder represents and warrants to Parent and Sub that any
proxies heretofore given in respect of such Stockholder's Shares are not        
irrevocable, and that any such proxies are hereby revoked.                      

     (c) Such Stockholder hereby affirms that the irrevocable proxy set forth in
this Section 5 is given in connection with the execution of the Merger          
Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of the Stockholder under this Agreement. Such Stockholder hereby     
further affirms that the irrevocable proxy is coupled with an interest and may  
under no circumstances be revoked. Such Stockholder hereby ratifies and confirms
all that such irrevocable proxy may lawfully do or cause to be done by virtue   
hereof. Such irrevocable proxy is executed and intended to be irrevocable in    
accordance with the provisions of Section 212(e) of the Delaware General        
Corporation Law.                                                                

  SECTION 6.  Certain Events.  Each Stockholder agrees that this Agreement
and the obligations hereunder shall attach to such Stockholder's Shares, Options
and Warrants and shall be binding upon any person or entity to which legal or   
beneficial ownership of such Shares, Options or Warrants shall pass, whether by 
operation of law or otherwise, including without limitation such Stockholder's  
heirs or successors. Upon any transfer of shares of Company Common Stock by a   
Stockholder, such Stockholder shall provide Parent with written notice within   
two days of such transfer of the name, address and relationship to such         
Stockholder, if any, of such transferee, the number of shares transferred and   
the terms governing such transfer. In the event of any stock split, stock       
dividend, merger, reorganization, recapitalization or other change in the       
capital structure of the Company affecting the Company Common Stock, or the     
acquisition of additional shares of Company Common Stock or other voting        
securities of the Company (or options or warrants in respect thereof) by any    
Stockholder, the number of Shares, Options and Warrants listed in Schedule A    
beside the name of such Stockholder shall be adjusted appropriately and this    
Agreement and the obligations hereunder shall attach to any additional shares of
Company Common Stock or other voting securities of the Company (and to any      
options or warrants in respect thereof) issued to or acquired by such           
Stockholder.                                                                    

SECTION 7.  Stop Transfer.  The Company agrees with, and covenants to,
Parent and Sub that the Company shall not register the transfer of any          
certificate representing any Stockholder's Shares, unless such transfer is made 
to Parent or Sub or is pursuant to a margin call in respect of the Shares       
referenced on Schedule 1 or is otherwise in compliance with this Agreement. Each
Stockholder agrees that such Stockholder will tender to the Company, within 15  
business days after the date hereof, any and all certificates                   
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representing such Stockholder's Shares (other than the Shares, Options and      
Warrants specifically referenced on Schedule 1 hereto as being exempt from this 
Section 7 as set forth therein) and the Company will inscribe upon such         
certificates the following legend: "The shares of Common Stock, par value $.01  
per share, of The American Materials & Technologies Corporation represented by  
this certificate are subject to a Stockholders Agreement dated as of July 8,    
1998, and may not be sold or otherwise transferred, except in accordance        
therewith. Copies of such Agreement may be obtained at the principal executive  
offices of The American Materials & Technologies Corporation".                  

   SECTION 8.  Stockholder Capacity.  No person executing this Agreement who
is or becomes during the term hereof a director of the Company makes any        
agreement or understanding herein in his or her capacity as such director. Each 
Stockholder signs solely in such Stockholder's capacity as the record and       
beneficial owner of, or the trustee of a trust whose beneficiaries are the      
beneficial owners of, such Stockholder's Shares, Options and Warrants and       
nothing herein shall limit actions taken by a Stockholder in his capacity as a  
director of the Company to the extent specifically permitted in the Merger      
Agreement.                                                                      

  SECTION 9.  Further Assurances.  Each Stockholder shall, upon request of
Parent, execute and deliver any additional documents and take such further      
actions as may reasonably be deemed by Parent to be necessary or desirable to   
carry out the provisions hereof and to vest the power to vote such Stockholder's
Shares as contemplated by Section 4 in Parent and the other irrevocable proxies 
described therein.                                                              

 SECTION 10.  Termination.  This Agreement (other than Section 3 hereof,
this Section 10 and Sections 12 through 21 hereof, which shall only terminate   
upon the expiration of all rights and obligations under Section 3 hereof), and  
all rights and obligations of the parties hereunder, other than with respect to 
the liability of any party for breach hereof prior to such termination, shall   
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;     
provided, however, that if an Extension Event (as defined below) shall have     
occurred as of or prior to the termination of the Merger Agreement, then, for a 
period of 18 months following such termination, (i) the rights and obligations  
of the parties hereto under Sections 2(b), 4(a), 4(d), and 5 through 21 hereof  
shall continue in full force and effect and (ii) no Stockholder shall transfer  
any or all such Stockholder's Shares, Options or Warrants in connection with any
Competing Transaction. For purposes of the foregoing, an "Extension Event" shall
mean any of the following events: (A) the stockholders meeting to approve the   
Merger, Merger Agreement and the other transactions contemplated by the Merger  
Agreement shall not have been held or the approval of the Merger, the Merger    
Agreement and the other transactions contemplated by the Merger Agreement at    
such meeting by the holders of a majority of the outstanding shares of Company  
Common Stock shall not have been obtained, (B) the Board of Directors of the    
Company shall have withdrawn or modified its recommendation with respect to the 
Merger or the Merger Agreement or (C) any person (other than Parent or any      
subsidiary of Parent) shall have made, or disclosed an intention to make, a     
Transaction Proposal (as defined in the Merger Agreement) or proposal for a     
Competing Transaction.                                                          

    SECTION 11.  Parent Covenant.  Parent agrees with each Stockholder that if
the Effective Time shall occur, Parent shall comply with its obligations under  
Section 13 of the Securities Exchange Act of 1934, as amended.                  

SECTION 12.  Defined Terms.  Capitalized terms used and not otherwise 
defined in this Agreement shall have the respective meanings assigned to them in
the Merger Agreement.                                                           

 SECTION 13.  Notices.  All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed     
given if delivered personally or sent by overnight courier (providing proof of  
delivery) to the parties at the following addresses (or at such other address   
for a party as shall be specified by like notice): (i) if to Parent or the      
Company, to the address set forth in Section 10.3 of the Merger Agreement; and  
(ii) if to a Stockholder, to the address set forth in Schedule A hereto.        

  SECTION 14.  Headings.  The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or          
interpretation of this Agreement.                                               

   SECTION 15.  Counterparts; Effectiveness.  This Agreement may be executed
in two or more counterparts, all of which shall be considered one and the same  
agreement and shall become effective as to                                      
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any Stockholder when one or more counterparts have been signed by each of       
Parent, Sub, the Company and such Stockholder and delivered to Parent, Sub, the 
Company and such Stockholder.                                                   

     SECTION 16.  Entire Agreement.  This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement, and supersedes
all prior agreements and understandings, both written and oral, among the       
parties with respect to the subject matter hereof.                              

SECTION 17.  Governing Law.  This Agreement shall be governed by, and 
construed in accordance with, the laws of the State of Delaware, without regard 
to any applicable conflicts of law principles of such State.                    

     SECTION 18.  Successors and Assigns.  Neither this Agreement nor any of the
rights, interests or obligations under this Agreement shall be assigned, in     
whole or in part, by operation of law or otherwise, by any of the parties       
without the prior written consent of the other parties, except by laws of       
descent or as expressly contemplated by Section 4(a); provided, however, that   
Sub may assign its rights and obligations to another wholly owned subsidiary of 
Parent that is the assignee of Sub's rights under the Merger Agreement. Any     
assignment in violation of the foregoing shall be void.                         

    SECTION 19.  Enforcement.  Each Stockholder agrees that irreparable damage
would occur and that Parent and Sub would not have any adequate remedy at law in
the event that any of the provisions of this Agreement were not performed in    
accordance with their specific terms or were otherwise breached. It is          
accordingly agreed that Parent and Sub shall be entitled to an injunction or    
injunctions to prevent breaches by any Stockholder of this Agreement and to     
enforce specifically the terms and provisions of this Agreement in any court of 
the United States located in the State of Delaware or in Delaware State court,  
this being in addition to any other remedy to which they are entitled at law or 
in equity. In addition, each of the parties hereto (i) consents to submit such  
party to the personal jurisdiction of any Federal court located in the State of 
Delaware or any Delaware State court in the event any dispute arises out of this
Agreement or any of the transactions contemplated hereby, (ii) agrees that such 
party will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court and (iii) agrees that such party    
will not bring any action relating to this Agreement or any of the transactions 
contemplated hereby in any court other than a Federal court sitting in the State
of Delaware or a Delaware State court.                                          

SECTION 20.  Severability.  If any term or provision hereof, or the   
application thereof to any circumstance, shall, to any extent, be held by a     
court of competent jurisdiction to be invalid or unenforceable, such term or    
provision shall only be invalid or unenforceable with respect to such           
jurisdiction, and only to such extent, and the remainder of the terms and       
provisions hereof, and the application thereof to any other circumstance, shall 
remain in full force and effect, shall not in any way be affected, impaired or  
invalidated, and shall be enforced to the fullest extent permitted by law, and  
the parties hereto shall reasonably negotiate in good faith a substitute term or
provision that comes as close as possible to the invalidated or unenforceable   
term or provision, and that puts each party in a position as nearly comparable  
as possible to the position each such party would have been in but for the      
finding of invalidity or unenforceability, while remaining valid and            
enforceable.                                                                    

   SECTION 21.  Amendment; Modification; Waiver.  No amendment, modification
or waiver in respect of this Agreement shall be effective against any party     
unless it shall be in writing and signed by such party.                         

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IN WITNESS WHEREOF, Parent, Sub, the Company and the Stockholders have
caused this Agreement to be duly executed and delivered as of the date first    
written above.                                                                  

                          CYTEC INDUSTRIES INC.,

                       by /s/ J. P. CRONIN
                                            ------------------------------------
                                           Title: Executive Vice President and
             CFO

                          CAM ACQUISITION CORP.,

                        by /s/ E. F. JACKMAN
                                            ------------------------------------
                             Title: Vice President

                            THE AMERICAN MATERIALS &
                                 TECHNOLOGIES CORPORATION,

                        by /s/ P. W. PENDORF
                                            ------------------------------------
                        Title: President

                    PAUL W. PENDORF,

                        by /s/ P. W. PENDORF
                                            ------------------------------------

                    STEVEN GEORGIEV,

                          by /s/ STEVEN GEORGIEV
                                            ------------------------------------

                     ROBERT V. GLASER,

                           by /s/ ROBERT V. GLASER
                                            ------------------------------------

                      BUSTER C. GLOSSON,

                            by /s/ BUSTER C. GLOSSON
                                            ------------------------------------

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                                                                         Annex C

[WM SWORD & CO. LETTERHEAD]                                                     

                                                                    July 8, 1998

Confidential                                                                    

Board of Directors                                                              
The American Materials & Technologies Corporation                               
5915 Rodeo Road                                                                 
Los Angeles, CA 90016                                                           

Gentlemen:                                                                      

   You have requested our opinion as to the fairness, from a financial point
of view, to the holders of the outstanding shares of Common Stock, par value    
$.01 per share (the "Shares") of The American Materials & Technologies          
Corporation (the "Company") of the Merger Consideration (as hereinafter defined)
pursuant to the Agreement and Plan of Merger dated July 8, 1998 by and among the
Company and Cytec Industries Inc. ("Cytec") and CAM Acquisition Corp. ("Sub") a 
Delaware corporation wholly-owned by Cytec (the "Merger Agreement"). The Merger 
Agreement provides for the merger of Sub with and into the Company with the     
Company surviving as a wholly-owned subsidiary of Cytec. As a result of the     
Merger, each Share outstanding immediately prior to the effective time of the   
Merger (other than Shares owned by Cytec or any of its wholly-owned             
subsidiaries) 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 (i) $6.00 by (ii) the average closing price of Cytec     
Common Stock for the twenty trading days immediately preceding the Closing Date 
as reported on the New York Stock Exchange Composite Transaction Tape (the      
"Average Closing Price") and rounding to the nearest ten-thousandth of a share. 
The ratio of the number of shares of Cytec Common Stock to be exchanged for each
outstanding Share of Company Common Stock is referred to as the Merger          
Consideration.                                                                  

 Wm Sword & Co. Incorporated ("Wm Sword & Co.") is an investment banking
firm established in 1976 primarily engaged in acquisitions, divestitures, equity
and debt private placements and financial advisory services. As part of its     
investment banking services, Wm Sword & Co. is regularly engaged in the         
valuation of businesses and securities in connection with mergers, acquisitions,
divestitures and private equity placements and valuations for corporate, estate 
and other purposes. We are acting as financial advisor to the Board of Directors
in connection with the Merger and will receive a fee from the Company for our   
services. Wm Sword & Co. is familiar with the Company having provided investment
banking services to the Company from time to time, including acting as financial
advisor regarding financings and acquisitions and has received fees for         
rendering those services including Shares of the Company. As of the date hereof,
Wm Sword & Co. owned 47,985 Shares of the Company.                              

     In arriving at our opinion, we have reviewed the draft of the Agreement and
Plan of Merger dated July 2, 1998; Annual Reports to Stockholders and Annual    
Reports on Form 10-K of the Company and Cytec; certain other communications from
the Company and Cytec to their respective stockholders; certain interim reports 
to stockholders and Quarterly Reports on Form 10-Q for the Company and Cytec;   
and certain internal financial analyses and forecasts for the Company prepared  
by the Company's management. We have also held discussions with members of the  
senior managements of the Company and Cytec regarding the strategic rationale   
for, and potential benefits of, the Merger and the past and current business    
operations, financial condition and future prospects of their respective        
companies. We have analyzed financial and other information relating to the     
prospects for the Company provided to us by the Company's management. We have   
not had access to and have not analyzed non-public financial and other          
information relating to the                                                     

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                                                                    July 8, 1998
[WM SWORD & CO. LETTERHEAD]                                              Page  2

prospects of Cytec, including projections. Cytec management has advised us that 
consensus earnings estimates for 1998 and 1999 as reported by First Call        
Corporation as of July 5, 1998 are not unreasonable. In addition, we have       
reviewed the reported price and trading activity for the Shares of the Company's
Common Stock and Cytec's Common Stock, compared certain financial and stock     
market information for the Company and Cytec with similar information for       
certain other companies the securities of which are publicly traded, reviewed   
the financial terms of certain recent business combinations in the advanced     
composites industry specifically and in other industries generally and performed
such other studies and analyses as we considered appropriate.                   

We have relied without independent verification upon the accuracy and 
completeness of all of the financial and other information reviewed by us for   
the purposes of rendering this opinion. In that regard, we have assumed, with   
your consent, that the financial forecasts and the assumptions and bases        
therefor provided by the management of the Company have been reasonably prepared
on a basis reflecting the best currently available judgment and estimate of the 
Company's management as to the future financial and other performance of the    
Company and have assumed, with your consent, that the consensus earnings        
estimates as reported by First Call Corporation as of July 5, 1998 for Cytec,   
which Cytec's management indicated are not unreasonable, reflect the best       
currently available judgment and estimate as to the future financial and other  
performance of Cytec. You have instructed us to assume, and we have assumed,    
that obtaining any necessary regulatory or third-party approvals for the Merger 
will not have an adverse impact on the Company or Cytec, as applicable. In      
addition, we have not made an independent evaluation or appraisal of the assets 
and liabilities of the Company or Cytec or any of their respective subsidiaries 
or divisions, and we were not furnished with any such evaluation or appraisal.  
With your consent, we have assumed that the transaction contemplated by the     
Merger Agreement will be treated as tax-free to both the Company and the holders
of Shares (other than with respect to any cash received in lieu of fractional   
Cytec shares). We are not expressing any opinion as to the prices at which Cytec
shares may trade at closing, and we express no recommendation as to how the     
holders of the Company's Common Stock should vote at the shareholders' meeting  
to be held in connection with the Merger. Our advisory services and the opinion 
expressed herein are provided for the information and assistance of the Board of
Directors of the Company in connection with its consideration of the transaction
contemplated by the Merger Agreement.                                           

   Based upon and subject to the foregoing and based upon such other matters
as we considered relevant, it is our opinion that as of the date hereof the     
Merger Consideration pursuant to the Merger Agreement to be received by the     
holders of the Shares is fair to such holders from a financial point of view.   

                     Very truly yours,

                                   /s/ Wm Sword & Co. Incorporated

                               Wm Sword & Co. Incorporated

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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON OCTOBER 9, 1998.

The undersigned stockholder of The American Materials & Technologies    
Corporation ("AMT"), revoking all prior proxies, hereby appoints Paul W. Pendorf
and James L. Russell, or any of them acting singly, proxies, with full power of 
substitution, to vote all shares of capital stock of AMT which the undersigned  
is entitled to vote at the Special Meeting of Stockholders to be held at the    
offices of Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New     
York, New York 10019-7475, on October 9, 1998, beginning at 10:00 a.m., and at  
any adjournments thereof, upon matters set forth in the Notice of Special       
Meeting dated September 8, 1998 and the related Proxy Statement, copies of which
have been received by the undersigned, and in their discretion upon any business
that may properly come before the meeting or any adjournments thereof.          
Attendance of the undersigned at the meeting or any adjourned session thereof   
will not be deemed to revoke this proxy unless the undersigned shall            
affirmatively indicate the intention of the undersigned to vote the shares      
represented hereby in person prior to the exercise of this proxy.               

   THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE AMERICAN
MATERIALS & TECHNOLOGIES CORPORATION. A STOCKHOLDER WISHING TO VOTE IN          
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS NEED ONLY SIGN AND
DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.                         

(CONTINUED ON REVERSE SIDE) 

                        (Please fill in the appropriate boxes on the other side)

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(Continued from other side)                                                     

THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION 

                                                                [Download Table]
                                                                
A.   M PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.               
1.   To approve and adopt the Agreement and Plan of Merger dated
     July 8, 1998, as amended, among Cytec Industries Inc., CAM 
     Acquisition Corp. and The American Materials & Technologies
     Corporation and the transactions contemplated thereby.     

                                                                [Download Table]
                                                         
[                     [                         [        
 ] FOR                ] AGAINST                 ] ABSTAIN

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR IF NO         
DIRECTION IS GIVEN WITH RESPECT TO ONE OR MORE OF THE PROPOSALS SET FORTH ABOVE,
WILL BE VOTED FOR SUCH PROPOSAL OR PROPOSALS.                                   

                      DATED:

               --------------------------------------------------------------- ,
                    1998

                                           Signature of Stockholder(s)

                                                --------------------------------

Please promptly date and sign this proxy and mail it in the enclosed    
envelope to assure representation of your shares. No postage need be affixed if 
mailed in the United States. PLEASE SIGN EXACTLY AS NAME(S) APPEAR ON THE STOCK 
CERTIFICATE.                                                                    

If stockholder is a corporation, please sign full corporate name by     
president or other authorized officer and, if a partnership, please sign full   
partnership name by an authorized partner or other person.                      

Mark here if you plan to attend the meeting. [ ]                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFM14A’ Filing		Date		First		Last			Other Filings
		4/30/00		24
		12/16/99		55
		12/15/98		48		111
		11/15/98		13		111
		10/10/98		83		84
		10/9/98		2		127			15-12B
		10/8/98		117
		10/1/98		9					SC 13D
Filed on:		9/16/98
		9/10/98		5					SC 13D/A
		9/8/98		2		127			SC 13D
		9/3/98		14		49
		8/31/98		3		18
		8/25/98		53		115
		8/21/98		12		52
		7/30/98		22		29
		7/29/98		72		77
		7/22/98		52
		7/9/98		29
		7/8/98		3		128			8-K
		7/7/98		33		35
		7/6/98		36
		7/5/98		32		126
		7/2/98		32		125
		6/30/98		9		88			10QSB
		6/24/98		30		33
		6/10/98		30
		6/8/98		35
		5/28/98		30
		5/6/98		9
		4/30/98		30					DEF 14A
		4/16/98		9
		3/31/98		9					10QSB
		3/23/98		59
		3/18/98		9
		3/13/98		53
		2/6/98		59
		1/1/98		28		76
		12/31/97		9		94			10KSB
		12/1/97		71
		10/7/97		30
		9/30/97		9		56			10QSB
		6/30/97		15		76			10QSB
		6/18/97		30
		6/15/97		30		106
		2/27/97		21		66			8-K,  8-K/A
		1/1/97		26
		12/31/96		23		71			10KSB
		8/1/96		96
		7/5/96		35		68
		1/1/96		66
		12/31/95		17		63
		12/19/95		21		66
		3/29/95		17		25
		8/1/94		96
		12/31/93		16
		12/17/93		16
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