<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
---------
Transition Report Pursuant to Section 15(d) of
the Securities Exchange Act of 1934
For the transition period from
June 1, 1994 to December 31, 1994
Commission file number: 1-1499
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Issuer:
EAGLE-PICHER INDUSTRIES, INC.
An Ohio Corporation
580 Walnut Street, P.O. Box 779, Cincinnati, Ohio 45201
Issuer's Telephone Number: 513-721-7010
1
<PAGE> 2
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Table of Contents
Page
----
Independent Auditors' Report 3
Statement of Assets Available for Plan Benefits, with
Fund Information - December 31, 1994 4
Statement of Assets Available for Plan Benefits, with
Fund Information - May 31, 1994 5
Statements of Changes in Assets Available for Plan Benefits,
with Fund Information - Seven month period ended
December 31, 1994 and year ended May 31, 1994 6
Notes to Financial Statements 7
Schedule 1, Schedule of Investments - December 31, 1994 12
Signatures 13
Exhibit Index 14
Exhibit 23, Independent Auditors' Consent 15
2
<PAGE> 3
Independent Auditors' Report
----------------------------
The Administrative Committee
Eagle-Picher Salaried 401(k) Plan
(Formerly Eagle-Picher Savings Plan):
We have audited the accompanying statements of assets available for plan
benefits of the Eagle-Picher Salaried 401(k) Plan as of December 31, 1994 and
May 31, 1994, and the related statements of changes in assets available for
plan benefits for the seven month period ended December 31, 1994 and year ended
May 31, 1994. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these 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.
As discussed in Note 5, on January 7, 1991, Eagle-Picher Industries, Inc. and
seven of its subsidiaries, filed voluntary petitions for relief under Chapter
11 of the United States Bankruptcy Code in the United States Bankruptcy Court
and are currently operating their businesses as debtors-in-possession under the
jurisdiction of the Bankruptcy Court.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the Plan as of
December 31, 1994 and May 31, 1994, and the changes in assets available for
plan benefits for the seven month period ended December 31, 1994 and for the
year ended May 31, 1994, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of
Investments is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of assets available for plan
benefits and the statements of changes in assets available for plan benefits is
presented for purposes of additional analysis rather than to present the assets
available for plan benefits and changes in assets available for plan benefits
of each fund. The supplemental schedule and Fund Information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Cincinnati, Ohio
May 26, 1995
3
<PAGE> 4
<TABLE>
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Statement of Assets Available for Plan Benefits, with Fund Information
December 31, 1994
Fund Information
--------------------------------------------------------------------------------------------
Eagle- Small First of
Money S&P 500 Picher Eagle-Picher Stock America
Market Index Stock Stock Fund Bond Index Bank Trust
Fund Fund Fund Prior Plan Fund Fund (note 2) Total
---------- --------- ------ ----------- --------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value (note 3):
Participation in Master Trust Fund
as reported by Wachovia Bank,
Trustee $9,609,510 7,708,951 - - 2,125,110 4,103,056 - 23,546,627
Common stock of employer
(note 5) - - 43,894 1,639 - 45,533
Mutual funds - - - - - - 573,775 573,775
Other - - - - - - 21,255 21,255
---------- --------- ------ ----- --------- --------- ------- ----------
Total investments 9,609,510 7,708,951 43,894 1,639 2,125,110 4,103,056 595,030 24,187,190
Cash - - 939 79 - - - 1,018
Contributions receivable:
Participants 5,121 6,105 - - 2,954 5,514 - 19,694
Employer 1,484 1,649 - - 880 1,484 - 5,497
---------- --------- ------ ----- --------- --------- ------- ----------
Assets available for
plan benefits $9,616,115 7,716,705 44,833 1,718 2,128,944 4,110,054 595,030 24,213,399
========== ========= ====== ===== ========= ========= ======= ==========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Statement of Assets Available for Plan Benefits, with Fund Information
May 31, 1994
<TABLE>
Fund Information
----------------------------------------------------------------------------------
Eagle- Small
Money S&P 500 Picher Eagle-Picher Stock
Market Index Stock Stock Fund Bond Index
Fund Fund Fund Prior Plan Fund Fund Total
---------- --------- ------- ------------ --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value (note 3):
Common stock funds $ - 7,086,382 - - - 2,601,134 9,687,516
U.S. Government securities - - - - 1,676,171 - 1,676,171
Short-term investment fund 9,016,081 141,822 - - 224,026 137,779 9,519,708
Common stock of employer
(note 5) - - 138,217 5,624 - - 143,841
---------- --------- ------- ----- --------- --------- ----------
Total investments 9,016,081 7,228,204 138,217 5,624 1,900,197 2,738,913 21,027,236
Cash 1,729 2,922 8,356 31 7,531 - 20,569
Contributions receivable:
Participants 4,894 5,891 - - 2,591 4,970 18,346
Employer 2,324 2,798 - - 1,632 2,361 9,115
Dividends and
interest receivable 30,351 230 - - 14,278 239 45,098
---------- --------- ------- ----- --------- --------- ----------
Assets available for plan benefits $9,055,379 7,240,045 146,573 5,655 1,926,229 2,746,483 21,120,364
========== ========= ======= ===== ========= ========= ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
<TABLE>
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Statements of Changes in Assets Available for Plan Benefits, with Fund Information
Seven month period ended December 31, 1994 and year ended May 31, 1994
<Caption)
Fund Information
---------------------------------------------------------------------------------------------
Eagle- Small First of
Money S&P 500 Picher Eagle-Picher Stock America
Market Index Stock Stock Fund Bond Index Bank Trust
Fund Fund Fund Prior Plan Fund Fund (note 2) Total
--------- --------- --------- ---------- --------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets available for plan benefits,
May 31, 1993 9,634,667 5,753,059 1,615,981 67,913 984,267 811,960 - 18,867,847
Contributions:
Participants 758,660 893,465 - - 545,481 718,664 - 2,916,270
Employer 299,675 331,591 - - 203,100 254,624 - 1,088,990
Investment income (loss):
Interest 299,647 1,564 - - 73,045 1,619 - 375,875
Dividends - 179,602 - - - 24,452 - 204,054
Net appreciation (depreciation) in
fair value of investments - 72,729 (1,215,767) (46,134) (36,974) 61,303 - (1,164,843)
Distributions to participants (649,588) (295,646) (28,095) (16,124) (131,705) (46,671) - (1,167,829)
Interfund transfers, net (1,287,682) 303,681 (225,546) - 289,015 920,532 - -
---------- --------- --------- ---------- --------- ----------- --------- -----------
Assets available for plan benefits,
May 31, 1994 $9,055,379 7,240,045 146,573 5,655 1,926,229 2,746,483 - 21,120,364
========== ========= ========= ========== ========= =========== ========= ===========
Contributions:
Participants 445,126 562,805 - - 272,522 514,994 - 1,795,447
Employer 190,682 202,137 - - 111,092 178,770 - 682,681
Assets transferred from Michigan
Automotive Research Corporation 6,244 74,947 - - - 368,172 595,030 1,044,393
Investment income (loss):
Net change in participation
in Master Trust Fund as
reported by Wachovia Bank,
Trustee 264,198 170,670 - - 39,047 54,594 - 528,509
Net (depreciation) in
fair value of investments - - (87,557) (2,944) - - (90,501)
Distributions to participants (407,443) (242,275) (8,229) (993) (129,309) (79,245) - (867,494)
Interfund transfers, net 61,929 (291,624) (5,954) - (90,637) 326,286 - -
---------- --------- --------- ---------- --------- ----------- --------- -----------
Assets available for plan benefits,
December 31, 1994 $9,616,115 7,716,705 44,833 1,718 2,128,944 4,110,054 595,030 24,213,399
========== ========= ========= ========== ========= =========== ========= ===========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE> 7
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Notes to Financial Statements
(1) Plan Description
----------------
The following description of the Eagle-Picher Salaried 401(k) Plan (formerly
Eagle-Picher Savings Plan) (the Plan) provides only general information.
Effective December 31, 1994, the Michigan Automotive Research Corporation
Employees Retirement Savings Plan (the MARCO plan) was merged into the Plan.
Since that date the Plan has been comprised of two plan documents with assets
held in two separate trusts. Non-manager employees of MARCO (the MARCO plan
participants) participate under the MARCO plan document (the MARCO document)
and the related assets are held in trust at First of America Bank. All other
participants participate under the Eagle-Picher Salaried 401(k) Plan document
(the Eagle-Picher document), and the related assets are held in trust at
Wachovia Bank and Trust Company, N.A. Participants under each of the plan
documents should refer to their specific Summary Plan Description or Plan
Document for a more complete description of the provisions applicable to them.
General
-------
The Plan is a defined contribution plan and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). All salaried
employees (except nonresident aliens) of Eagle-Picher Industries, Inc.(EPI), of
its subsidiaries, Daisy Parts, Inc., Eagle-Picher Minerals, Inc., and Hillsdale
Tool & Manufacturing Co., and the managers of its Michigan Automotive Research
Corporation (MARCO) subsidiary are eligible to participate under the
Eagle-Picher document after one year of service. The MARCO plan participants
are eligible to participate under the MARCO document after age 20 1/2 and
completion of six months of employment.
Contributions
-------------
Participants under the Eagle-Picher document may make a pre-tax deferral of a
percentage of their base compensation up to the limits established under
Internal Revenue Code 401(a)(17). These pre-tax deferrals may be made only in
whole percentage increments of one to fifteen percent of the participant's base
compensation. Participants under the MARCO document may designate a dollar
amount to be deferred from each pay check on a pre-tax basis. These pre-tax
deferrals under either document may not exceed limitations established under
Section 402(g) of the Internal Revenue Code of 1986, as amended.
The employers of participants under the Eagle-Picher document currently match
50% of the first six percent of compensation which participants contribute.
MARCO matches deferrals under the MARCO document at a rate determined by the
administrative committee. Both the participant deferrals and the employer
match under each document are invested in such of the funds described in Note 3
in accordance with the participants' elections.
Rollover Contributions
----------------------
Funds previously held for a participant's account in another employee
benefit plan may be rolled over to the Plan on a tax-free basis. A participant
is fully vested at all times in such amounts transferred into the Plan.
Rollover contributions share in income and earnings under the terms of the
Plan, but no employer contributions are made with respect to any rollover
contribution.
Participant Accounts
--------------------
Earnings and losses attributable to investments are allocated to participants'
accounts on a pro rata basis according to the proportion each individual account
balances bears to the total of all participants' account balances.
Vesting
-------
Participants are fully vested with respect to all contributions (participant,
and employer and roll over) and earnings (losses) of the Plan.
7
<PAGE> 8
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Notes to Financial Statements, Continued
Plan Description, Continued
---------------------------
Benefits
--------
At a participant's request, distributions may be made when
the participant reaches the age of 59 1/2, regardless of the participant's
employment status at such time. A participant's account may also
be distributed because of termination of employment, permanent disability,
death, or financial hardship.
Benefit payments must commence by the March allocation date in the calendar
year following the calendar year in which a participant reaches age 70- 1/2,
even if the participant has not separated from service or elected to commence
benefit payments.
Amounts included in assets available for plan benefits which are allocated to
the accounts of persons who have withdrawn from participation in the earnings
and operations of the Plan totalled approximately $196,000 and $389,000 at
December 31, 1994 and May 31, 1994, respectively. Because the plan's Form 5500
reflects these amounts as benefits payable, they are reconciling items to the
Plan's financial statements.
Change in Plan Name
-------------------
Effective June 1, 1994, the Plan changed its name from the Eagle-Picher
Savings Plan to the Eagle-Picher Salaried 401(k) Plan.
Change in Fiscal Year
---------------------
The Plan changed its fiscal year end from May 31 to December 31. This change
was effective June 1, 1994.
Plan Amendment or Termination
-----------------------------
Although EPI does not currently expect to amend or terminate the Plan, it
reserves the right to amend or to terminate the Plan, in whole or in part, at
any time. Any of the adopting employers reserve the right to withdraw from
the Plan at any time. In the event of termination of the Plan or an
employer's withdrawal from the Plan, the assets will be distributed to
participants in accordance with the Plan's provisions and existing laws and
regulations.
(2) Significant Accounting Policies
-------------------------------
The accompanying financial statements of the Plan have been prepared on an
accrual basis of accounting.
Master Trust Held by Wachovia Bank
----------------------------------
Under the terms of a trust agreement between Wachovia Bank and Trust Company,
N.A. (Trustee) and EPI, the Trustee serves as Trustee Custodian for a Master
Trust Fund in which the Plan participates. The Master Trust Fund Trustee
invests the contributions in the funds designated by the participants.
Income, gains or losses on the investment transactions and unrealized gains or
losses are allocated on a percentage participation basis to the trust funds
which comprise the Master Trust Fund.
Investments are stated at fair value. Fair value of investments in securities
is determined by the Trustee.
Investment transactions are accounted for on the trade-date (the date the order
to buy or sell is executed). The basis used in the calculation of realized
gains and losses on sales of securities is determined using the average cost
method.
Common Stock of Eagle-Picher Industries, Inc.
---------------------------------------------
Since November 15, 1993, the securities of EPI have been traded
over-the-counter (see Note 5). The fair value is determined by the bid price.
Prior to that date, the fair value of these securities was determined from
the closing price on the New York Stock Exchange.
8
<PAGE> 9
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Notes to Financial Statements, Continued
Significant Accounting Policies, Continued
------------------------------------------
First of America Bank Trust (FAB Trust)
---------------------------------------
The assets related to the MARCO plan participants are held in trust by First of
America Bank (the FAB Trustee) under the terms of a trust agreement with MARCO.
Investments are stated at fair value. Fair value of investments in securities
is determined by the FAB Trustee.
Expenses
--------
All expenses of administering the Plan are paid by the employers.
(3) Investments
-----------
EPI has entered into a trust agreement with the Trustee with respect to the
operation of the Plan and the establishment and management of the trust fund
(except as to the assets related to the MARCO plan participants). Until
November 30, 1992, the Trustee invested all participant contributions to the
Plan in three investment funds, as directed by the individual participants.
The three funds are:
* THE MONEY MARKET FUND - A money market fund managed
by the Trustee seeking stability of value while
earning current interest rates available from
commercial paper, certificates of deposit and other
short term investments.
* THE S&P 500 INDEX FUND - A diversified common stock
fund managed by the American National Bank with the
primary objective of long-term capital growth, with
income and safety as secondary considerations. It
invests in the Common Stock of the companies that
comprise the Standard and Poor's 500 Index.
* THE EAGLE-PICHER STOCK FUND - A fund invested
entirely in common stock of EPI. Dividends on such
stock were discontinued in November, 1988; however,
prior to that time, these dividends were reinvested
in such stock.
Effective December 1, 1992, the Plan was amended and restated so that
participants no longer have the option of contributing to the Eagle-Picher
Stock Fund. However, two additional investment funds were added so that
participants may diversify their accounts:
* THE BOND FUND - A fund seeking higher interest rates,
it invests in high quality short-term and
intermediate-term notes and bonds with a maximum
maturity of five years.
* THE SMALL STOCK INDEX FUND - A diversified common
stock fund managed by American National Bank
aggressively seeking long-term capital growth. It
invests in the stock of smaller publicly-traded
companies.
In addition, a sixth fund (Eagle-Picher Stock Fund - Prior Plan) is maintained
by the Trustee. This fund consists of the balances maintained in the Prior
Plan, whichautomatically became a part of the Plan upon its inception.
The investments, with the exception of the Eagle-Picher Stock Fund, the Eagle -
Picher Stock Fund - Prior Plan and the assets related to the MARCO plan
participants, are in the Master Trust which was established for the investment
of assets of the Plan and another employer sponsored 401(k) plan. Each
participating plan has an individual interest in the Master Trust. At December
31, 1994, the Plan's interest in the net assets of the Master Trust was
approximately 95.9%. Investment income is allocated to the individual plans
based upon average quarterly balances invested by each plan.
9
<PAGE> 10
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Notes to Financial Statements, Continued
Investments, Continued
----------------------
The following table presents the fair values of investments and total assets
for the Master Trust at December 31, 1994:
Short-term Investment Fund:
*Wachovia Bank Diversified
Short-Term Investment Fund $11,333,327
Common Stock Funds:
American National Bank Multiple
S&P 500 Index Fund 7,717,581
American National Bank Multiple
Minicap Equity Fund 3,708,078
United States government and government agency
obligations 1,709,912
----------
24,468,898
Accrued investment income 71,298
Cash 138
-----------
$24,540,334
===========
* Denotes party-in-interest.
Investment income for the Master Trust for the period ended December 31,
1994 was as follows:
Investment income:
Net Appreciation (depreciation) in fair value
of investments
Common Stock Funds $ 66,090
United States government and government agency
obligations (13,592)
------------
52,498
Dividends and interest 479,668
------------
$ 532,166
============
In connection with the merger of the MARCO plan into the Plan on December 31,
1994, the FAB Trustee held the assets related to the MARCO plan participants in
the following investment fund options at December 31, 1994:
<TABLE>
Fair Value
----------
<S> <C>
*Parkstone Equity Fund $138,203
*Parkstone Prime Obligation Money Market Fund 106,096
*Parkstone Bond Fund 74,622
*Parkstone Balanced Fund 72,172
*Parkstone High Income Equity Fund 67,854
*Parkstone Small Capital Fund 52,021
*Parkstone Limited Maturity Bond Fund 33,987
*Parkstone International Discovery Fund 28,820
Other 21,255
----------
$595,030
===========
*Denotes party-in-interest
</TABLE>
10
<PAGE> 11
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Notes to Financial Statements, Continued
Investments, Continued
----------------------
At May 31, 1994, the following investments were in excess of 5% of assets
available for plan benefits:
<TABLE>
Fair
Cost Value
---------- ----------
<S> <C> <C>
Securities of participating employer:
*Eagle-Picher Industries, Inc.
Common Stock (See note 5) $2,941,103 143,841
Securities of unaffiliated issuers:
Short-term Investment Fund:
*Wachovia Bank Diversified
Short Term Investment Fund 9,519,708 9,519,708
Common Stock Funds:
American National Bank Multiple
S&P 500 Index Fund 4,922,352 7,086,382
American National Bank Multiple
Minicap Equity Fund 2,495,983 2,601,134
* Denotes party-in-interest.
</TABLE>
(4) Federal Income Taxes
--------------------
The Plan obtained its latest determination letter on February 11, 1988, in
which the Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended and restated since receiving such determination
letter. However, the Plan administrator and the Plan's tax counsel believe
that the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, they believe
that the Plan remains qualified, and its underlying trust is tax-exempt under
the applicable provisions of the Internal Revenue Code. An application for
determination of the qualified status of the amended and restated Plan was
filed with the Internal Revenue Service on March 31, 1995.
(5) Bankruptcy Filing and Related Matters Affecting the Employers
-------------------------------------------------------------
On January 7, 1991, EPI and seven of its domestic subsidiaries filed voluntary
petitions for relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court and are currently operating their respective
businesses as debtors in possession under the jurisdiction of the
Bankruptcy Court. Neither the Plan nor any of its assets are subject to these
Chapter 11 proceedings. However, to the extent that certain participants'
accounts may be invested, in whole or in part, in EPI's Common Stock, such
stock investments will be affected by the outcome of the Chapter 11
proceedings.
On February 28, 1995, EPI filed a plan of reorganization that provides a basis
for EPI and its subsidiaries to emerge from Chapter 11. The plan of
reorganization was filed in conjunction with the Injury Claimants' Committee
and the Legal Representative for Future Claimants. It is not currently a
consensual plan as the Unsecured Creditors' Committee and the Equity Security
Holders' Committee, the other statutory committees appointed in the Chapter 11
case, have not agreed to it. The plan of reorganization is a proposed plan
that remains subject to the confirmation process in the Bankruptcy Court.
Under the Bankruptcy Code, shareholders are not entitled to any distribution
under a plan of reorganization unless all classes of pre-petition unsecured
creditors receive satisfaction in full of their allowed claims or accept a plan
which allows shareholders to participate in the reorganized company or to
receive a distribution. The plan of reorganization that was filed does not
provide for any distribution to the existing common shareholders of EPI; their
shares would be cancelled. As a consequence of announcing that an agreement had
been reached as to the principal elements of the plan of reorganization on
November 10, 1993, trading in EPI's Common Stock was suspended, and subsequently
EPI's Common Stock was removed from listing and registration on the New York
Stock Exchange effective June 9, 1994.
11
<PAGE> 12
Schedule 1
EAGLE-PICHER SALARIED 401(k) PLAN
(Eagle-Picher Savings Plan)
Schedule of Investments
December 31, 1994
<TABLE>
<CAPTION>
Current
Description of Investment Cost Value
--------------------------- -------------- ------------
<S> <C> <C>
Participation in Master Trust $ 21,119,298 $ 23,546,627
Common Stock of employer 2,845,209 45,533
First of America Bank:
* Parkstone Equity Fund 134,032 138,203
* Parkstone Prime Obligation Money
* Market Fund 106,096 106,096
* Parkstone Bond Fund 85,492 74,622
* Parkstone Balanced Fund 67,005 72,172
* Parkstone High Income Equity Fund 72,099 67,854
* Parkstone Small Capital Fund 46,612 52,021
* Parkstone Limited Maturity Bond Fund 36,132 33,987
* Parkstone International Discovery Fund 32,646 28,820
Other 21,255 21,255
-------------- -------------
$ 24,565,876 $ 24,187,190
============== =============
<FN>
* Denotes party-in-interest
</TABLE>
12
<PAGE> 13
SIGNATURES
----------
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan Administrators have duly signed this transition report on
behalf of the Eagle-Picher Salaried 401(k) Plan (formerly the Eagle-Picher
Savings Plan).
EAGLE-PICHER SALARIED 401(k) PLAN
Date: June 22, 1995 /s/ Carroll D. Curless
----------------------------------------
Carroll D. Curless, Member of the
Administrative Committee
Date: June 22, 1995 /s/ David N. Evans
----------------------------------------
David N. Evans, Member of the
Administrative Committee
Date: June 22, 1995 /s/ David N. Hall
----------------------------------------
David N. Hall, Member of the
Administrative Committee
Date: June 27, 1995 /s/ Harry A. Neely
----------------------------------------
Harry A. Neely, Member of the
Administrative Committee
Date: June 22, 1995 /s/ James A. Ralston
----------------------------------------
James A. Ralston, Member of the
Administrative Committee
13
<PAGE> 14
Exhibit Index
Exhibit Number Page
- ------------- ----
23 Independent Auditors' Consent 15
14
<PAGE> 1
Independent Auditors' Consent
-----------------------------
The Board of Directors
Eagle-Picher Industries, Inc.
We consent to incorporation by reference in Registration Statement No. 33-37518
on Form S-8 of Eagle-Picher Industries, Inc. of our report dated May 26, 1995,
relating to the statements of assets available for plan benefits of
Eagle-Picher Salaried 401(k) Plan as of December 31, 1994 and May 31, 1994, and
the related statements of changes in assets available for plan benefits for the
seven month period ended December 31, 1994 and year ended May 31, 1994, and
related schedule and fund information, which report appears in the Transition
Report for the transition period from June 1, 1994 to December 31, 1994 on Form
11-K of Eagle-Picher Salaried 401(k) Plan.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Cincinnati, Ohio
June 21, 1995
15
