  A theory is presented for the statistics of the excitation spectrum of a
disordered metal grain in contact with a superconductor. A magnetic field is
applied to fully break time-reversal symmetry in the grain. Still, an
excitation gap of the order of $\delta$ opens up provided $N\Gamma^2\gtrsim 1$.
Here $\delta$ is the mean level spacing in the grain, $\Gamma$ the tunnel
probability through the contact with the superconductor, and $N$ the number of
transverse modes in the contact region. This provides a microscopic
justification for the new random-matrix ensemble of Altland and Zirnbauer.
