UNITED STATES

OMB APPROVAL

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 144/A

OMB Number: 3235-0101

Expires: December 31, 2006

Estimated average burden

hours per response . . . . 4.47

 

 

 

 

 

 

NOTICE OF PROPOSED SALE OF SECURITIES

SEC USE ONLY

 

 

PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

DOCUMENT SEQUENCE NO.

 

 

 

ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale

directly with a market maker.

CUSIP NUMBER

 

1 (a) NAME OF ISSUER (Please type or print)

Cytec Industries Inc.

(b) IRS IDENT. NO.
22-3268660

(c) S.E.C. FILE NO.

000-0912-513

WORK LOCATION

 

 

 

1 (d) ADDRESS OF ISSUER          STREET                                                                                    CITY                                                        STATE                      ZIP CODE

(e) TELEPHONE NO.

 

Five Garret Mountain Plaza                  Water Paterson                             NJ                   07424

(973) 357-3100

 

2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES

ARE TO BE SOLD

UCB S.A.

(b) SOCIAL SECURITY NO. OR IRS IDENT. NO

N/A

(c) RELATIONSHIP TO ISSUER

10% Stockholder

(d) ADDRESS               STREET                                    CITY                STATE            ZIP CODE


     Allee de la Recherche 60                        Brussels                Belgium    1070

 

 

INSTRUCTION: The person filing this notice should contact the issuer to obtain the IRS Identification Number and the SEC File Number.

 

3 (a)

 

SEC USE ONLY

(c)

(d)

(e)

(f)

(g)

Title of the

Class of

Securities

To Be Sold

 

 

Name and Address of Each Broker Through Whom the

Securities are to be Offered or Each Market Maker

who is Acquiring the Securities

 

Broker-Dealer

File Number

Number of Shares

or Other Units

To Be Sold

 

(See instr. 3(c))

Aggregate

Market

Value

 

(See instr. 3(d))

Number of Shares

or Other Units

Outstanding

 

(See Instr. 3(e))

Approximate

Date of Sale

 

(See instr. 3(f))

(MO. DAY YR.)

Name of Each

Securities

Exchange

 

(See instr. 3(g))

common stock, par value $0.01 per share

Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, NY 10179

 


762,925


$42,225,075.93*


47,189,172


10-17-2006*


NYSE

common stock, par value $0.01 per share

Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, NY 10179

 


199,218


$11,068,552.08


47,189,172


10-31-2006


NYSE

 

 

 

 

 

 

 

 

 

 

 

INSTRUCTIONS:

1. (a) Name of issue

(b) Issuer's I.R.S. Identification Number

(c) Issuer's S.E.C. file number, if any

(d) Issuer's address, including zip code

(e) Issuer's telephone number, including area code

 

2. (a) Name of person for whose account the securities are to be sold

(b) Such person's Social Security of I.R.S. identification number

(c) Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or

member of immediate family of any of the foregoing)

(d) Such person's address, including zip code

3. (a) Title of the class of securities to be sold

(b) Name and address of each broker through whom the securities are intended to be sold

(c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of

this notice

(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof

outstanding, as shown by the most recent report or statement published by the issuer

(f) Approximate date on which the securities are to be sold

(g) Name of each securities exchange, if any, on which the securities are intended to be sold

 

 

 

 

 

 


Page 2 of 3

 

TABLE I — SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold

and with respect to the payment of all or any part of the purchase price or other consideration therefor:

 

Title of

the Class

Date You

Acquired

 

Nature of Acquisition Transaction

Name of Person from Whom Acquired

(If gift, also give date donor acquired)

Amount of

Securities Acquired

Date of

Payment

 

Nature of Payment

 

 

Common Stock, par value $0.01 per share

 

02/28/

2005

 

These shares were acquired in connection with Cytec Industries Inc.’s acquisition of certain business from UCB S.A.

 

Cytec Industries Inc.

 

5,772,857

 

02/28/

2005

 

Acquisition of business

 

INSTRUCTIONS: 1.

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

 

2.

If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other options to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.

 

TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

 

 

Name and Address of Seller

 

Title of Securities Sold

 

Date of Sale

Amount of

Securities Sold

 

Gross Proceeds

 

 

 

 

 

 

 

 

 

REMARKS:

 

 

 

INSTRUCTIONS:

 

ATTENTION:

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

 

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

 

 

 

October 31, 2006

 

________________________________________________________________________________

DATE OF NOTICE

/s/ Luc Missorten__________________________________________________________

             Luc Missorten      (SIGNATURE)          Executive Vice President & Chief Financial Officer

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.

Any copies not manually signed shall bear typed or printed signatures.

 

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

 

 

 

 

 


Page 3 of 3

 

UCB S.A. — Form 144/A Footnote:

* IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE INTERPRETIVE LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION DATED DECEMBER 20, 1999 REGARDING VARIABLE SHARE FORWARD CONTRACTS, THIS FORM 144 IS BEING AMENDED TO REFLECT THE FINAL TERMS OF THE SALE OF 762,925 SHARES OF THE COMMON STOCK OF CYTEC INDUSTRIES INC. TO BEAR, STEARNS INTERNATIONAL LIMITED PURSUANT TO THE FORWARD CONTRACT ENTERED INTO ON OCTOBER 17, 2006. THE FINAL PRICING TERMS OF THE FORWARD CONTRACT WERE DETERMINED BY THE AVERAGE SALES PRICE THAT BEAR, STEARNS & CO. INC. WAS ABLE TO OBTAIN FOR AN EQUIVALENT NUMBER OF SHARES OF CYTEC INDUSTRIES INC. COMMON STOCK BETWEEN THE DATES OF OCTOBER 17 AND OCTOBER 26, 2006.