Special Metals Corporation
Ticker:SMCX 4317 Middlesettlement Road
Exchange:NASDAQ-National Market New Hartford, NY 13413
Industry:Manufacturing (SIC Code 3356) (315) 798-2900

Offering Information
Type of Shares:Common Shares Filing Date:12/20/96
U.S. Shares:3,850,000 Offer Date:2/25/97
Non-U.S. Shares:0 Filing Range:$15.00 - $17.00
Primary Shares:3,075,000 Offer Price:$16.50
Secondary Shares:775,000 Gross Spread:$1.15
Offering Amount: $61,600,000 Selling:$0.70
Expenses:$700,000 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 761-5900
Salomon Brothers Inc.Co-manager (212) 783-2947

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Paul, Weiss, Rifkind, Wharton & Garrison
Bank's Law Firm: Shearman & Sterling
Auditor: Ernst & Young
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$132.25$120.54$92.57Assets:$119.98
Net Income:$7.21$15.89$5.00Curr Assets:
EPS:$0.58$1.28$0.40Liabilities:$88.17
Prior EPS:-$0.56Curr Liabilities:
Cash Flow/Oper:Equity:$31.80
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is one of the world's largest leading producers of super alloy and special alloy long products. Super alloys are highly engineered metal alloys designed to withstand extreme heat and stress and are principally used in the manufacture of jet engine parts. Compared to any other known metal or material, super alloys offer a superior combination of heat resistance, high temperature corrosion resistance, toughness and strength. Special alloys have unique physical, chemical, and/or mechanical properties which are optimized by the company's melting and processing capabilities. In 1952, a predecessor of Special Metals pioneered the melting technology that led to the practical development of the super alloys that are the critical materials used in the "hot" section of modern jet engines.

Competition
The superalloy industry is highly competitive. The market for superalloys is global and is dominated by a few major producers. The company's major competitors include Carpenter Technology Corporation, Allegheny Teledyne Incorporated, Inco Alloys International, a division of Inco Ltd., and Western Australian Specialty Alloys Pty. Ltd. The company competes primarily on the basis of ability to meet customers' product specifications, quality, price and delivery schedules. Many of the company's competitors are subsidiaries or divisions of large, diversified metals companies which may have substantially greater capital resources, and, in some cases, lower raw material or labor costs than the company. During the downturn of the early 1990s, one superalloy producer went out of business, leading to some industry consolidation and a reduction in capacity. However, the company's competitors have recently added and may in the future add production capacity which, when coupled with the competitive nature of the superalloy industry, may exert downward pressure on prices. In particular, Carpenter Technology Corporation has announced the installation of a new 20 ton VIM furnace and two new VAR furnaces. The installations will be completed in 1997.

Business Plan
The company's primary objective is to continue the growth of its superalloy and special alloy business and to focus on both the aerospace and non-aerospace markets. To achieve its objectives, the company has implemented a business strategy which is designed to: (I) capitalize on the company's leading position in the aerospace market; (ii) develop new products and markets; (iii) continue to reduce the company's costs; and (iv) explore potential acquisitions.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness under the company's credit facility and, if available following the repayment of such indebtedness for general corporate purposes, including working capital and capital expenditures.

©1997 IPO Data Systems, Inc. - All rights reserved.