Cytec announces revised terms for repurchase of Series B preferred stock.WEST PATERSON West Paterson (păt`ərsən), borough (1990 pop. 10,982), Passaic co., NE N.J., a suburb of Paterson; inc. 1914. Electric, electronic, and photographic products are made in the borough. , N.J.--(BUSINESS WIRE)--Oct. 11, 1995--Cytec Industries Inc. (NYSE NYSE See: New York Stock Exchange :CYT) announced today that it had reached agreement with American Cyanamid American Cyanamid was a large, diversified, American chemical manufacturer. Lederle Laboratories, maker of Centrum and Stresstabs vitamins, was Cyanamid's pharmaceutical division. Davis & Geck was the company's medical device division. Company, a subsidiary of American Home For the American mortgage lender, see . The American Home is a center of intercultural exchange located in Vladimir, Russia. The home is designed to model a typical American suburban home and its main focus is the ESL school that provides lessons for Russian students. Products Corporation (NYSE:AHP AHP Assistant House Physician. ), to amend its previously announced agreement pertaining to the repurchase of Cytec's Series B Cumulative Convertible Preferred Stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". . The Series B Preferred is convertible into 5,553,537 shares of Cytec Common Stock. Under the previously announced deal, Cytec would repurchase the Series B Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. through a combination of internally generated funds and bank borrowings (aggregating approximately $114 million) plus the proceeds of a public offering of 3,550,000 shares of Cytec Common Stock. Under the revised transactions, the number of shares of Cytec Common Stock to be sold in the public offering would be reduced by 350,000 shares and the cash payable to Cyanamid cy·an·am·ide also cy·an·am·id n. 1. A caustic acidic crystalline compound, NHCNH, prepared by treating calcium cyanamide with sulfuric acid. 2. Calcium cyanamide. Noun 1. from internally generated funds would increase by an amount equal to 350,000 multiplied by the per share public offering price. J.P. Cronin, vice president and chief financial officer of Cytec stated: "Cytec's goal from the beginning was to increase fully diluted earnings per common share by eliminating the dilutive impact of the Series B Preferred and by minimizing the number of common shares issued by Cytec to fund the repurchase. Cytec's cash flow in the third quarter permits Cytec to fund a greater portion of the repurchase price through cash, thereby reducing the number of shares to be issued in the public offering." Cronin further stated, "The net effect of the repurchase of the Series B Preferred and the related public offering, when completed, will be to reduce by approximately 2.35 million, or approximately 12.3%, the number of Common Stock equivalent shares utilized in the calculation of fully diluted earnings per share diluted earnings per share An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of . If the underwriters' over-allotment options granted in the public offering are exercised in full, the number of fully diluted shares will decline, instead, by approximately 2.03 million, or approximately 10.6%." The revised transaction is subject to certain conditions, including a successful public offering and the approval by the banks under Cytec's credit agreement of the amended agreement with Cyanamid. Pursuant to this agreement with Cyanamid, Cytec previously repurchased on August 23, 1995 its Series A Preferred Stock having a face value of $95.5 million and an aggregate annual dividend of $8.4 million for $90 million plus accrued dividends of $1.2 million. Cytec Industries Inc. develops, manufactures and markets specialty chemicals and materials worldwide. The company also manufactures a variety of building block chemicals that are used internally and marketed externally. Cytec operates 36 manufacturing, research and development, and distribution facilities primarily in the United States, Canada, Mexico, the United Kingdom and the Netherlands. The company employs approximately 4,000 people in the United States and approximately 1,000 people in other countries. CONTACT: Kumar Shah (Analyst) 201/357-3298 or George Yuro 201/357-3319 |
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