As filed with the Securities and Exchange Commission on July 23, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENGELHARD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-1586002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 Wood Avenue
Iselin, New Jersey 08830
(908) 295-6000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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Arthur A. Dornbusch, II
Vice President and General Counsel and Secretary
Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830
(732) 205-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to :
James J. Clark, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered (1) Offering Price Per Unit Aggregate Offering Price Registration Fee (4)
Registered (2) (3)
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<S> <C> <C> <C> <C>
Debt $300,000,000 -- $300,000,000 $88,500
Securities.................
Common Stock (par value -- --
$1.00 per share) .........
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(1) There is being registered hereunder up to $300,000,000 aggregate
initial offering price of Debt Securities or the equivalent thereof in
one or more foreign or composite currencies (which may be senior or
subordinated). There is also being registered hereunder an
indeterminate number of shares of Common Stock as may be issuable upon
conversion or redemption of certain Debt Securities registered hereby.
(2) The proposed maximum offering price per unit will be determined, from
time to time, by the Registrant in connection with the issuance by the
Registrant of the securities registered hereunder.
(3) Estimated solely for purposes of computing the registration fee. No
separate consideration will be received for shares of Common Stock
issued upon conversion or redemption of Debt Securities.
(4) The registration fee has been calculated in accordance with Rule 457(o)
under the Securities Act of 1933, as amended, and reflects the offering
price rather than the principal amount of any Debt Securities issued at
a discount.
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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SUBJECT TO COMPLETION, DATED JULY 23, 1998
$300,000,000
ENGELHARD CORPORATION
Debt Securities
Engelhard Corporation ("Engelhard" or the "Company") may offer, from time
to time, in one or more series, its unsecured senior debt securities (the
"Senior Debt Securities") and its unsecured subordinated debt securities (the
"Subordinated Debt Securities" and, together with the Senior Debt Securities,
the "Debt Securities"). The Debt Securities may be redeemable for, exchangeable
or convertible into shares of Common Stock, par value $1.00 per share ("Common
Stock"), and, to the extent applicable, references herein to the Debt Securities
also include a reference to Common Stock issuable upon any such redemption,
conversion or exchange. The Debt Securities will have a maximum aggregate
offering price of $300,000,000(or the equivalent thereof in one or more foreign
or composite currencies) and will be offered on terms to be determined by market
conditions at the time of sale. The Debt Securities may be offered separately or
together, in separate series, in amounts and at prices and on terms to be set
forth in an accompanying prospectus supplement (a "Prospectus Supplement"). In
addition, the specific terms of the Debt Securities with respect to which this
Prospectus is being delivered, and whether such Debt Securities will be listed
on a national securities exchange, will be set forth in an accompanying
Prospectus Supplement.
The Senior Debt Securities, if issued, will rank equally and ratably with
all other unsecured and unsubordinated indebtedness of the Company, and the
Subordinated Debt Securities, if issued, will be unsecured and subordinated to
all present and future Senior Indebtedness (as defined) of the Company. See
"Description of Securities."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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<PAGE>
The Debt Securities may be sold directly, through agents from time to time
or through underwriters and/or dealers. If any agent of the Company or any
underwriter is involved in the sale of the Debt Securities, the name of such
agent or underwriter and any applicable commission or discount will be set forth
in an accompanying Prospectus Supplement. See "Plan of Distribution."
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The date of this Prospectus is , 1998.
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No dealer, salesman, or any other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any underwriter, dealer, or agent. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy Debt Securities
by anyone in any jurisdiction in which the offer or solicitation is not
authorized or in which the person making the offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make the offer or
solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission") relating to its business, financial position,
results of operations and other matters. Such reports and other information can
be inspected and copied at the Public Reference Section maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at its Regional Offices located at Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661, and 7 World Trade Center, 15th Floor, New York, New
York 10048. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Common Stock of the Company is listed on the New
York Stock Exchange and such material can also be inspected at the office of
such exchange at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to the Debt Securities covered by this Prospectus. This Prospectus does
not contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
Debt Securities covered by this Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference herein its Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 and its Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998. All documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and before the termination of the offering of the
securities offered hereby shall be deemed incorporated herein by reference, and
such documents shall be deemed to be a part hereof from the
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date of filing such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the above documents incorporated herein by reference
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents that this Prospectus
incorporates). Written or oral requests should be directed to: Investor
Relations, Engelhard Corporation, 101 Wood Avenue, Iselin N.J. 08830, telephone
number (732) 205-5000.
THE COMPANY
Engelhard develops, manufactures and markets technology-based performance
products and engineered materials for a wide spectrum of industrial customers,
and provides services to precious and base metals customers and markets
energy-related services. The Company operates on a worldwide basis with
corporate and operating headquarters and principal manufacturing facilities and
mineral reserves in the United States with other operations conducted in the
European Community, the Russian Federation, Canada, the Asia-Pacific region and
South America.
The Company's businesses are organized into three segments Catalysts and
Chemicals, Pigments and Additives, and Engineered Materials and Industrial
Commodities Management.
The Catalysts and Chemicals segment comprises three business groups: the
Environmental Technologies Group, consisting of Automotive Emission Systems,
Heavy Duty Power Systems and Process Emission Systems, serving the automotive,
off-road vehicle, light and heavy duty truck, aircraft, power generation and
process industries; the Petroleum Catalysts Group, serving the petroleum
refining industries; and the Chemical Catalysts Group, serving the chemical,
petrochemical, pharmaceutical and food processing industries. Environmental
technology catalysts are used in applications such as the abatement of carbon
monoxide, oxides of nitrogen and hydrocarbons from gasoline, diesel and
alternate fueled vehicle exhaust gases to meet emission control standards. These
catalysts are also used for the removal of odors, fumes and pollutants generated
by a variety of process industries including but not limited to the painting of
automobiles, appliances and other equipment; printing proc-
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esses; the manufacture of nitric acid and tires, in the curing of polymers; and
power generation sources. The petroleum refining catalyst products consist of a
variety of catalysts and processes used in the petroleum refining industry. The
principal products are zeolitic cracking catalysts which are widely used to
provide economies in petroleum processing. The chemical catalysts products
consist of catalysts and sorbents used in the production of a variety of
products or intermediates, including synthetic fibers, fragrances, antibiotics,
vitamins, polymers, plastics, detergents, fuels and lube oils, solvents,
oleochemicals and edible products.
The Pigments and Additives segment is comprised of performance products
based on kaolin and used as coating and extender pigments for the paper industry
and mineral based performance additives products. The segment's pearlescent and
color specialty pigments and additives businesses serve the plastics, coatings,
paint, ink, cosmetics, packaging, and allied industries in a variety of
applications. The segment also supplies iridescent films used in an assortment
of creative, decorative, packaging and security applications. Minerals based
performance additives products are used principally as extender pigments for a
variety of purposes in the manufacture of plastic, rubber, ink, ceramic,
adhesive products and in paint. The segment also produces a variety of organic
and inorganic color and pearlescent and natural pearl pigments for a wide range
of applications.
The Engineered Materials and Industrial Commodities Management segment
includes the Engineered Materials Group, serving a broad spectrum of industries
and the Industrial Commodities Management Group, which is responsible for
precious and base metals sourcing and dealing, for managing the precious and
base metals requirements of the Company, and for power marketing. The products
of the Engineered Materials Group consist of performance products primarily
employing metal-based materials such as temperature-sensing devices, precious
metals coating and electroplating materials, conductive pastes and powders and
brazing alloys. The Industrial Commodities Management Group is responsible for
procuring precious and base metals to meet the requirements of the Company's
operations and its customers. The Industrial Commodities Management Group also
engages in precious and base metals dealing operations with industrial
consumers, dealers, central banks, miners and refiners. It also participates in
refining of precious metals and marketing of energy-related services.
Engelhard was formed under the laws of Delaware in 1938. The Company's
address is 101 Wood Avenue, Iselin, New Jersey 08830, and its telephone number
is (732) 205-5000. Unless otherwise indicated or the context otherwise requires,
all references to "Engelhard" or the "Company" herein shall be deemed to refer
to Engelhard Corporation and its consolidated subsidiaries.
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USE OF PROCEEDS
Except as otherwise described in the accompanying Prospectus Supplement,
the net proceeds from the sale of the Debt Securities will be used by the
Company for general corporate purposes, which may include the reduction of
outstanding indebtedness, working capital increases, capital expenditures and
acquisitions.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for the periods indicated. In the calculation of the Company's ratio
of earnings to fixed charges, "earnings" consist of income from continuing
operations before income taxes and fixed charges (excluding capitalized
interest) and "fixed charges" consist of interest expense, including the
interest portion of rental obligations deemed representative of the interest
factor.
Three Months ended Year Ended December 31,
March 31, 1998 1997 1996 1995 1994 1993
----------------- ---- ---- ---- ---- ----
5.25 3.36(a) 5.35 6.09 6.86 (b)
(a) Earnings in 1997 were negatively impacted by special and other charges
of $149.6 million for a variety of events. Without such charges, the
ratio of earnings to fixed charges would have been 5.94.
(b) Earnings in 1993 were insufficient to cover fixed charges by $5.6
million. Earnings in 1993 were negatively impacted by a special charge
of $148 million for the realignment and consolidation of businesses and
environmental matters. Without such charge, the ratio of earnings to
fixed charges would have been 8.83.
DESCRIPTION OF SECURITIES
Senior Debt Securities may be issued from time to time in one or more
series under an indenture (the "Senior Indenture"), between the Company and The
Chase Manhattan Bank, N.A. (the "Senior Trustee"). The Senior Indenture has been
filed as an exhibit to the Registration Statement of which this Prospectus is a
part. Subordinated Debt Securities may be issued from time to time in one or
more series under an indenture (the "Subordinated Indenture") between the
Company and a trustee to be identified in the applicable Prospectus Supplement
(the "Subordinated Trustee"). The Subordinated Indenture has been filed as an
exhibit to the Registration Statement of which this Prospectus is a part. The
Senior Indenture and the Subordinated Indenture are sometimes referred to
collectively as the "Indentures," and
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the Senior Trustee and the Subordinated Trustee are sometimes referred to
collectively as the "Trustees." The statements under this caption are brief
summaries of certain provisions contained in the Indentures, do not purport to
be complete and are qualified in their entirety by reference to the Indentures,
including the definitions therein of certain terms, copies of which are included
or incorporated by reference as exhibits to the Registration Statement of which
this Prospectus is a part. Capitalized terms used herein and not defined shall
have the meanings assigned to them in the relevant Indenture. The particular
terms of the Debt Securities and any variations from such general provisions
applicable to any series of Debt Securities will be set forth in the Prospectus
Supplement with respect to such series.
General
Each Indenture provides for the issuance of Debt Securities in one or more
series with the same or various maturities at par or at a discount. Any Debt
Securities bearing no interest or interest at a rate which at the time of
issuance is below market rates will be sold at a discount (which may be
substantial) from their stated principal amount. Federal income tax consequences
and other special considerations applicable to any such discounted Debt
Securities ("Discounted Securities") will be described in the Prospectus
Supplement relating thereto. Neither Indenture limits the amount of Debt
Securities that can be issued thereunder. Reference is made to the Prospectus
Supplement for the following terms, if applicable, of the Debt Securities
offered thereby: (1) the designation, aggregate principal amount, currency or
composite currency and denominations; (2) the price at which such Debt
Securities will be issued; (3) any index, formula or other method used for
determining amounts of principal or interest payable on the Debt Securities; (4)
the maturity date and other dates, if any, on which principal will be payable;
(5) the interest rate or rates (which may be fixed or variable), if any, and the
date or dates from which interest will accrue and on which interest will be
payable, and the record dates for the payment of interest; (6) the manner of
paying principal or interest; (7) the place or places where principal and
interest will be payable; (8) the terms of any mandatory or optional redemption
by the Company; (9) the terms of any repayment at the option of holders; (10)
whether such Debt Securities are to be issuable as registered Debt Securities,
bearer Debt Securities, or both, and whether and upon what terms registered Debt
Securities may be exchanged for bearer Debt Securities and vice versa; (11)
whether such Debt Securities are to be represented in whole or in part by a Debt
Security in global form and, if so, the identity of the depositary
("Depositary") for any global Debt Security; (12) any tax indemnity provisions;
(13) if the Debt Securities provide that payments of principal or interest may
be made in a currency other than that in which Debt Securities are denominated,
the manner for determining such payments; (14) the portion of principal payable
upon acceleration of a Discounted Security; (15) whether and upon what terms
Debt Securities may be defeased; (16) any events of default or restrictive
covenants in addition to or in lieu of those set forth in the applicable
Indenture; (17) provisions for electronic issuance of Debt Securities or for
Debt Securities in uncertificated form; (18) the terms, if any, upon which the
Debt Securities will
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be convertible into or exchangeable for Common Stock of the Company; and (19)
any additional provisions or other terms not inconsistent with the provisions of
the applicable Indenture, including any terms that may be required or advisable
under United States or other applicable laws or regulations or advisable in
connection with the marketing of the Debt Securities.
Ranking of Debt Securities
The Senior Debt Securities will be unsecured and will rank equally and
ratably with other unsecured and unsubordinated debt of the Company. The
Subordinated Debt Securities will be subordinate in right of payment to all
Senior Indebtedness of the Company. "Senior Indebtedness" of the Company is
defined to mean the principal of (and premium, if any) and interest on (a) any
and all indebtedness and obligations of the Company (including indebtedness of
others guaranteed by the Company), whether or not contingent and whether
outstanding on the date of the Subordinated Indenture or thereafter created,
incurred or assumed, which (i) are for money borrowed; (ii) are evidenced by any
bond, note, debenture or similar instrument; (iii) represent the unpaid balance
on the purchase price of any property, business, or asset of any kind; (iv) are
obligations of the Company as lessee under any and all leases of property,
equipment or other assets required to be capitalized on the balance sheet of the
lessee under generally accepted accounting principles; (v) are reimbursement
obligations of the Company with respect to letters of credit; and (b) any
deferrals, amendments, renewals, extensions, modifications and refundings of any
indebtedness or obligations of the types referred to above; provided that Senior
Indebtedness shall not include (i) Subordinated Debt Securities; (ii) any
indebtedness or obligation of the Company which, by its express terms or the
express terms of the instrument creating or evidencing it, is not superior in
right of payment to the Subordinated Debt Securities; or (iii) any indebtedness
or obligation incurred by the Company in connection with the purchase of assets,
materials or services in the ordinary course of business and which constitutes a
trade payable. The Subordinated Indenture does not contain any limitation on the
amount of Senior Indebtedness which may be hereafter incurred by the Company. In
the event of any default in the payment of the principal of, or interest on, any
Senior Indebtedness in an aggregate principal amount of at least $50,000,000 or
any default permitting the acceleration of Senior Indebtedness in an aggregate
amount of at least $50,000,000 where notice of such default has been given to
the Company, no payment with respect to the principal of or interest on the
Subordinated Debt Securities will be made by the Company unless and until such
default has been cured or waived. Upon any payment or distribution of the
Company's assets to creditors of the Company in a liquidation or dissolution of
the Company, or in a reorganization, bankruptcy, insolvency, receivership or
similar proceeding relating to the Company or its property, whether voluntary or
involuntary, the holders of Senior Indebtedness will first be entitled to
receive payment in full of all amounts due thereon before the holders of the
Subordinated Debt Securities will be entitled to receive any payment upon the
principal of or premium, if any, or interest on the Subordinated Debt
Securities. By reason of such subordination, in the event of insolvency of the
Company,
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holders of Senior Indebtedness of the Company may receive more, ratably, and
holders of the Subordinated Debt Securities may receive less, ratably, than the
other creditors of the Company. Such subordination will not prevent the
occurrence of any Event of Default in respect of the Subordinated Debt
Securities.
Covenants
The Senior Indenture contains, among others, the covenants summarized
below, which will be applicable (unless waived or amended) so long as any of the
Senior Debt Securities are outstanding, unless stated otherwise in the
Prospectus Supplement.
Limitations on Liens and Encumbrances. The Company covenants that it will
not nor will it permit any Subsidiary, directly or indirectly, to incur or
create any Lien on any property, assets or stock now owned or hereafter acquired
by the Company or any of its Subsidiaries without equally and ratably securing
all series of Senior Debt Securities then outstanding with the indebtedness
secured by such Lien, other than: (a) Liens for taxes or assessments and similar
charges either (i) not delinquent or (ii) being contested in good faith by
appropriate proceedings and as to which the Company or such Subsidiary, as the
case may be, shall have set aside on its books adequate reserves; (b) Liens
incurred or pledges and deposits made in connection with workmen's compensation,
unemployment insurance, old-age pensions and social security benefits or
securing the performance of bids, tenders, leases, contracts (other than for
obligations incurred in connection with the borrowing of money or the obtaining
of advances or credit), and statutory obligations of like nature, incurred as an
incident to and in the ordinary course of business; (c) materialmen's,
mechanics', repairmen's, employees', operators' or other similar Liens or
charges arising in the ordinary course of business incidental to construction,
maintenance or operation of any property of the Company or any Subsidiary which
have not at the time been filed pursuant to law and any such Liens and charges
incidental to construction, maintenance or operation of any property of the
Company or any Subsidiary, which, although filed, relate to obligations not yet
due or the payment of which is being withheld as provided by law, or to
obligations the validity of which is being contested in good faith by
appropriate proceedings; (d) zoning restrictions, easements, licenses,
reservations, provisions, covenants, conditions, waivers, restrictions on the
use of property or minor irregularities of title (and with respect to leasehold
interests, mortgages, obligations, Liens and other encumbrances incurred,
created, assumed or permitted to exist and arising by, through or under or
asserted by a landlord or owner of the leased property, with or without consent
of the lessee), which will not individually or in the aggregate interfere
materially with the use or operation by the Company or any Subsidiary of the
property affected thereby for the purposes for which such property was acquired
or is held by the Company or any Subsidiary; (e) Liens created by or resulting
from any litigation or proceeding which is being contested in good faith by
appropriate proceedings and as to which levy and execution have been stayed and
continue to be stayed; (f) Liens consisting of repurchase
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agreements, swaps or other obligations entered into in the ordinary course of
business relating to precious metals purchased, borrowed or otherwise held by
the Company or any Subsidiary; (g) Liens incidental to the conduct of its
business or the ownership of its property and assets which were not incurred in
connection with the borrowing of money or the obtaining of advances or credit
and which do not in the aggregate materially detract from the value of the
property or assets subject thereto or materially impair the use thereof in the
operation of its business; (h) Liens on property or assets of a Subsidiary to
secure obligations of such Subsidiary to the Company or another Subsidiary; (i)
Liens arising in connection with letter of credit trade transactions, provided
that the Company or its Subsidiary, as the case may be, discharges within 60
days its obligation to pay the indebtedness to banks arising from payments made
by such banks under such letters of credit; and (j) other Liens, provided that
the aggregate of all properties and assets of the Company and the Subsidiaries
which are subject to or affected by such Liens and which would properly be
classified as assets on a consolidated balance sheet prepared in accordance with
generally accepted accounting principles as in effect on the date of the Senior
Indenture (including all leases (other than leases of office space and leases of
research and development facilities, if any) that would be required to be
reflected as capital leases pursuant to such principles) does not at any time
have a value on the books of the Company and its Subsidiaries in excess of 25%
of the Consolidated Tangible Net Worth of the Company and its Subsidiaries
calculated for the quarter most recently ended.
Limitations on Sale and Leaseback Transactions. The Company covenants that
it will not, and will not permit any Significant Subsidiary to, directly or
indirectly, sell or transfer (other than to the Company or a Significant
Subsidiary) any Principal Property with the intention that the Company or any
Significant Subsidiary take back a lease thereof which (i) has a term of more
than three years or (ii) is renewable at the option of the Company or such
Significant Subsidiary for an aggregate period or periods of more than three
years from the date of commencement thereof unless (a) the Company promptly
gives notice thereof to the Senior Trustee, and either (b) the Principal
Property owned by the Company or a Significant Subsidiary immediately prior to
such sale could have been subjected to a Lien to secure indebtedness without
being required to equally and ratably secure Senior Debt Securities pursuant to
the limitations described under "Limitations on Liens and Encumbrances" or (c)
the net proceeds of such sale are applied within 270 days either before or after
the effective date of any such transaction (i) to the retirement of indebtedness
of the Company or any Subsidiary (other than securities of any series at the
time outstanding) or (ii) to the redemption of Senior Debt Securities of any
series at the time outstanding, if permissible under the Indenture and the terms
of Securities of such series, at a redemption price equal to the principal
amount thereof plus the then applicable premium, if any, together with accrued
interest, if any, or (iii) to the purchase of property, securities or other
assets having a value at least equal to the net proceeds of such sale, or (d)
the Company shall deliver to the Senior Trustee for cancellation Senior Debt
Securities of any series at the time outstanding in an aggregate principal
amount
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at least equal to the net proceeds of such sale (less any amounts applied in
accordance with clause (c)).
Certain Definitions. The term "Consolidated Tangible Net Worth" means the
excess of (i) the consolidated net book value of the assets of the Company and
its Subsidiaries (other than patents, patent rights, trademarks, trade names,
franchises, copyrights, licenses, permits, goodwill and other intangible assets
classified as such in accordance with generally accepted accounting principles
as in effect on the date of the Senior Indenture) after all appropriate
deductions in accordance with generally accepted accounting principles as in
effect on the date of the Senior Indenture (including, without limitation,
reserves for doubtful receivables, obsolescence, depreciation and amortization)
plus the amount, if any, by which the market value of precious metals
inventories and investments exceeds the carrying value of those metals on the
consolidated books of account of the Company over (ii) the consolidated
liabilities (including tax and other proper accruals but excluding the
accumulated postretirement benefit obligation resulting from the application of
the provisions of FAS No. 106 "Employers' Accounting for Postretirement Benefits
Other Than Pensions") of the Company and its Subsidiaries, in each case computed
and consolidated in accordance with generally accepted accounting principles as
in effect on the date of the Senior Indenture. The term "Lien" means any
mortgage, pledge, security interest, encumbrance, lien or charge of any kind
whatsoever (including any conditional sale or other title retention agreement,
any lease in the nature thereof, and the filing of or agreement to give any
financing statement under the Uniform Commercial Code of any jurisdiction), but
in no event shall "Lien" include any defeasance pursuant to Article 8 of the
Senior Indenture. The term "Principal Property" means, with certain exceptions,
any manufacturing plant or warehouse owned at the date hereof or hereafter
acquired by the Company or any Significant Subsidiary which is located within
the United States and the gross book value of which (before deduction of any
applicable depreciation reserves) is in excess of 5% of the Company's
Consolidated Tangible Net Worth. The term "Significant Subsidiary" shall have
the meaning assigned to such term in Regulation S-X promulgated under the
Securities Act of 1933, as amended. The term "Subsidiary" means any corporation,
association or other business entity, a majority (by number of votes) of the
voting stock or control of which is at the time owned or controlled by the
Company or another Subsidiary of the Company.
Global Securities
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global securities ("Global Securities") that will be
deposited with, or on behalf of, the Depositary identified in the Prospectus
Supplement relating to such series. Global Securities will be issued in
registered form and in either temporary or permanent form. Unless and until it
is exchanged in whole or in part for Debt Securities in permanent form, a Global
Security may not be transferred except as a whole by the Depositary for such
Global Security to a
<PAGE>
-10-
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor of such Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will apply
to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of institutions that have accounts with such Depositary
("Participants"). The accounts to be credited shall be designated by the
underwriters of such Debt Securities, by certain agents of the Company or by the
Company, if such Debt Securities are offered and sold directly by the Company.
Ownership of beneficial interests in a Global Security will be limited to
Participants or persons that may hold interests through Participants. Ownership
of beneficial interests in such Global Security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the Depositary with respect to Participants' beneficial interests. The laws of
some states require that certain purchasers of securities take physical delivery
of such securities in definitive form. Such ownership limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
holder of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Indenture
governing such Debt Securities. Except as set forth below, owners of beneficial
interests in a Global Security will not be entitled to have Debt Securities of
the series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities of
such series in definitive form and will not be considered the owners or holders
thereof under the Indenture governing such Debt Securities.
Principal, premium, if any, and interest payments on Debt Securities
registered in the name of or held by a Depositary or its nominee will be made to
the Depositary or its nominee, as the case may be, as the registered holder of
the Global Security representing such Debt Securities. The Company expects that
the Depositary for Debt Securities of a series, upon receipt of any payment of
principal, premium, if any, or interest in respect of a Global Security, will
immediately credit Participants' accounts with payments in amounts proportionate
to their respective beneficial interest in the principal amount of such Global
Security as shown on the records of such Depositary. The Company also expects
that payments by Participants to owners of beneficial interests in such Global
Security held through such Partici-
<PAGE>
-11-
pants will be governed by standing instructions and customary practices, as is
now the case with securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of such
Participants. None of the Company, the Trustee for such Debt Securities or any
paying agent or any registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interest in a Global Security
for such Debt Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
If a Depositary for Debt Securities of a series is at any time unwilling or
unable to continue as a Depositary and a successor Depositary is not appointed
by the Company within 90 days, the Company will issue Debt Securities of such
series in definitive form in exchange for the Global Security or Debt Securities
representing the Debt Securities of such series represented by one or more
Global Securities.
Interest and Foreign Currency
Principal, premium, if any, and interest will be payable, and the Debt
Securities will be transferable, in the manner described in the Prospectus
Supplement relating to such Debt Securities. If the principal of, or premium, if
any, or any interest on, any of the Debt Securities is payable in any foreign or
composite currency, the restrictions, elections, tax consequences, specific
terms and other information with respect to such Debt Securities and such
foreign or composite currency will be specified in the applicable Prospectus
Supplement.
Consolidation, Merger, Sale or Conveyance
The Indentures provide that the Company may not consolidate with or merge
into any other person or transfer all or substantially all of its assets to any
person, unless (i) the person is organized under the laws of the United States
or a State thereof, (ii) the person assumes by supplemental indenture all
obligations of the Company under the applicable Indenture and the Debt
Securities and any coupons issued under such Indenture; (iii) immediately after
giving effect to such transaction, no Event of Default, and no event which,
after notice or passage of time would become an Event of Default, exists; and
(iv) if, as a result of any such transaction, any property or assets of the
Company would become subject to a mortgage, pledge, lien, security interest or
other encumbrance which would not be permitted by the Senior Indenture, then the
Company or such person, as the case may be, secures the Senior Debt Securities
equally and ratably with or prior to all obligations secured by such Lien. The
successor shall be substituted for the Company and thereafter all obligations of
the Company under the applicable Indenture and the Debt Securities issued under
such Indenture shall terminate.
<PAGE>
-12-
Events of Default
The following shall constitute Events of Default with respect to Debt
Securities of any series: (i) default for a period of 30 days in payment of any
interest on the Debt Securities of that series when due; (ii) default in payment
of principal of (or premium, if any, on) the Debt Securities of that series when
due (whether at maturity, upon redemption or otherwise or in the making of any
required sinking fund payment); (iii) default in performance of any other
covenant, condition or agreement in the Debt Securities of that series or in the
applicable Indenture continued for 60 days after written notice as provided in
the Indenture; (iv) a default under any instrument or other evidence of
indebtedness for money borrowed by the Company (including a default with respect
to Debt Securities of any series other than that series) or under any instrument
(including the applicable Indenture) under which there may be issued or by which
there may be evidenced or secured any indebtedness for money borrowed by the
Company, which default shall involve an amount in excess of $50,000,000 and
shall constitute a failure to pay such indebtedness when due and payable after
the expiration of any grace period and shall have resulted in the acceleration
of such indebtedness, if such accelerated indebtedness is not discharged, or
such acceleration is not annulled, within 30 days after written notice as
provided in the Indenture; and (v) certain events of bankruptcy, insolvency or
reorganization.
If an Event of Default with respect to Debt Securities of any series at the
time outstanding shall occur and be continuing, the Trustee or the holders of at
least 25% in principal amount of the outstanding Debt Securities of that series
may declare the principal and accrued interest of all of the Debt Securities of
that series to be due and payable immediately.
Each Indenture provides that the Trustee will, within 90 days after the
occurrence of a default, give to holders of the Debt Securities of the series
with respect to which a default has occurred notice of all uncured defaults
known to it; but, except in the case of a default in the payment of principal or
interest on Debt Securities of that series, the Trustee shall be protected in
withholding such notice if it in good faith determines that the withholding of
such notice is in the interest of the holders.
Each Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during a default to act with the required standard of care,
to be indemnified by the holders of Debt Securities of the series with respect
to which a default has occurred before proceeding to exercise any right or power
under such Indenture at the request of such holders. Subject to such right of
indemnification, each Indenture provides that the holders of a majority in
principal amount of the outstanding Debt Securities of a series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred upon the Trustee with
respect to such series.
<PAGE>
-13-
The Company will be required to furnish to the Trustee annually a statement
as to the fulfillment by the Company of all of its obligations under the
applicable Indenture.
Modification of Indentures
Unless the resolution establishing the terms of a series otherwise
provides, the applicable Indenture and the Debt Securities of any series may be
amended and any default may be waived as follows: the Debt Securities and the
applicable Indenture may be amended with the consent of holders of a majority in
principal amount of the Debt Securities of all series affected voting as one
class. A default with respect to the Debt Securities of a series may be waived
with the consent of the holders of a majority in principal amount of the Debt
Securities of such series. However, without the consent of each holder affected,
no amendment or waiver may (1) reduce the amount of Debt Securities whose
holders must consent to an amendment or waiver, (2) reduce the interest on or
change the time for payment of interest on any Debt Security, (3) change the
fixed maturity of any Debt Security, (4) reduce the principal of any
non-Discounted Security or reduce the amount of principal of any Discounted
Security that would be due on acceleration thereof, (5) change the currency in
which principal or interest on a Debt Security is payable, (6) waive any default
in payment of interest on or principal of a Debt Security or (7) change certain
provisions of the applicable Indenture regarding waiver of past defaults and
amendments with the consent of holders other than to increase the principal
amount of Debt Securities required to consent. Without the consent of any
holder, the applicable Indenture or the Debt Securities may be amended to cure
any ambiguity, omission, defect or inconsistency; to provide for the assumption
of Company obligations to holders in the event of a merger or consolidation
requiring such assumption; to provide that specific provisions in the applicable
Indenture not apply to a series of Debt Securities not previously issued; to
create a series and establish its terms; to provide for a separate Trustee for
one or more series; or to make any change that does not materially adversely
affect the rights of any holder.
Defeasance
Debt Securities of a series may be defeased in accordance with their terms
and, unless the resolution establishing the terms of the series otherwise
provides, as set forth below. The Company at any time may terminate as to a
series all of its obligations (except for certain obligations with respect to
the defeasance trust, bearer securities, securityholder lists, compensation and
indemnity and replacement of the Trustee and obligations to register the
transfer or exchange of a Debt Security, to replace destroyed, lost or stolen
Debt Securities and to maintain agencies in respect of the Debt Securities) with
respect to the Debt Securities of a series and the applicable Indenture ("legal
defeasance"). The Company at any time may terminate its obligations with respect
to the Debt Securities of a series under the covenants described under
"Covenants" ("covenant defeasance").
<PAGE>
-14-
The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, the Debt Securities of a series may not be accelerated
because of an Event of Default. If the Company exercises its covenant defeasance
option, the Debt Securities of a series may not be accelerated as a result of
noncompliance with the covenants described under "Covenants."
To exercise either option as to the Debt Securities of a series, the
Company must irrevocably deposit in the trust (the "defeasance trust") with the
applicable Trustee money or U.S. Government Obligations for the payment of
principal, premium, if any, and interest on the Debt Securities of the series to
redemption or maturity and must comply with certain other conditions. In
particular, if the defeasance occurs more than twelve months prior to the
earlier of the maturity or the date fixed for redemption of the series to be
defeased, the Company must obtain an opinion of tax counsel that the defeasance
will not result in recognition for Federal income tax purposes of any gain or
loss to holders of the Debt Securities of the series. "U.S. Government
Obligations" are direct obligations of the United States of America which have
the full faith and credit of the United States of America pledged for payment
and which are not callable at the issuer's option, or certificates representing
an ownership interest in such obligations.
Conversion Rights of Debt Securities
If so indicated in the applicable Prospectus Supplement with respect to a
particular series of Debt Securities, holders of such series of Debt Securities
will be entitled, at any time prior to the date set forth in the Prospectus
Supplement relating to such series, subject to prior redemption, to convert such
Debt Securities or portions thereof (which are $1,000 or integral multiples
thereof) into or for Common Stock of the Company, at the conversion rate stated
in the Prospectus Supplement, subject to adjustment as described below or in the
applicable Prospectus Supplement. The right to convert Debt Securities called
for redemption will terminate at the close of business on the redemption date,
and will be lost if not exercised prior to that time unless the Company defaults
in making the payments due upon redemption.
To convert a Debt Security, a holder must (i) complete and manually sign
the conversion notice (the "Conversion Notice") on the back of the Debt Security
(or complete and manually sign a facsimile thereof) and deliver such notice to
the Conversion Agent or any other office or agency maintained for such purpose,
(ii) surrender the Debt Security to the Conversion Agent or at such other office
or agency by physical delivery, (iii) if required, furnish appropriate
endorsements and transfer documents, and (iv) if required, pay all transfer or
similar taxes. The date by which such notice shall have been received and the
Debt Security
<PAGE>
-15-
shall have been so surrendered to the Conversion Agent is the Conversion Date.
Such Conversion Notice shall be irrevocable and may not be withdrawn by a holder
for any reason.
Unless otherwise provided in the applicable Prospectus Supplement, the
conversion rate is subject to adjustment upon the occurrence of certain events,
including the issuance of Common Stock as a dividend or distribution on the
Common Stock; subdivisions, combinations and certain reclassifications of Common
Stock; the issuance to all holders of Common Stock of shares or certain rights
or warrants to subscribe for shares of Common Stock at less than the then
current market price per share; and the distribution to all holders of Common
Stock of any assets (other than cash dividends paid out of retained earnings) or
debt securities or any rights or warrants to purchase assets or debt securities.
The Company may also increase the conversion rate at any time, temporarily or
otherwise, by any amount so long as the conversion rate does not cause Common
Stock to be issued at less than its par value.
No adjustment in the conversion rate will be required unless such
adjustment would require a change of at least 1% of the conversion rate then in
effect; provided, however, that any adjustment that would otherwise be required
to be made shall be carried forward and taken into account in any subsequent
adjustment.
If any Debt Security is converted between the record date for the payment
of interest and the next succeeding interest payment date, such Debt Security
must be accompanied by funds equal to the interest payable on such next
succeeding interest payment date on the principal amount so converted (unless
such Debt Security shall have been called for redemption during such period, in
which case no such payment shall be required), and the interest on the principal
amount of the Debt Security being converted will be paid on such next succeeding
interest payment date to the registered holder of such Debt Security on the
immediately preceding record date. A Debt Security converted on an interest
payment date need not be accompanied by any payment, and the interest on the
principal amount of the Debt Security being converted will be paid on such
interest payment date to the registered holder of such Debt Security on the
immediately preceding record date, except as otherwise provided above. Subject
to the aforesaid right of the registered holder to receive interest, no payment
or adjustment will be made on conversion for interest accrued on the converted
Debt Security or for dividends on the Common Stock issued on conversion.
Governing Law
The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the laws of the State of New York.
<PAGE>
-16-
DESCRIPTION OF CAPITAL STOCK
General
The Company is authorized to issue 350,000,000 shares of Common Stock, par
value $1.00 per share, and 5,000,000 shares of Preferred Stock, without par
value. All outstanding shares of Common Stock are fully paid and non-assessable.
As of July 10, 1998, there were 144,507,161 shares of Common Stock outstanding.
Common Stock
Subject to the rights of the holders of Preferred Stock, the holders of the
Common Stock of the Company are entitled to receive dividends from funds legally
available therefor when, as and if declared by the Board of Directors, and are
entitled upon liquidation to share ratably in all assets of the Company after
satisfaction in full of the prior rights of creditors of the Company and holders
of any Preferred Stock.
The holders of the Common Stock are entitled to one vote for each share
held on all matters as to which shareholders are entitled to vote. The holders
of the Common Stock do not have cumulative voting rights, any preferential or
preemptive right with respect to any securities of the Company, or any
conversion rights. The Common Stock is not subject to redemption. The
outstanding shares of Common Stock are fully paid and non-assessable.
The Common Stock is listed on the following stock exchanges: New York,
Chicago (options), London, Zurich, Basel and Geneva. The transfer agent for the
Common Stock is ChaseMellon Shareholder Services, L.L.C.
Preferred Stock
The Company is authorized to issue 5,000,000 shares of Preferred Stock
which may be issued from time to time in one or more series with such rights,
preferences and limitations as are determined by the Company's Board of
Directors. Satisfaction of any dividend preferences of outstanding Preferred
Stock would reduce the amount of funds available for the payment of dividends on
Common Stock. Also, holders of Preferred Stock would normally be entitled to
receive a preference payment before any payment is made to holders of Common
Stock in the event of any liquidation, dissolution or winding-up of the Company.
As of the date of this Prospectus, no shares of Preferred Stock are issued or
outstanding.
<PAGE>
-17-
Supermajority Voting Requirements
and Classified Board of Directors
The Company's Restated Certificate of Incorporation provides that, in order
to approve a merger or consolidation with or into, or a sale or other transfer
of all or a portion of the assets of the Company other than in the ordinary
course of business to, or the issuance or transfer of voting securities of the
Company as part of an exchange or acquisition of the securities or assets
(including cash) of, any entity which is the beneficial owner of 5% or more of
the outstanding shares of the Company entitled to vote in the election of
Directors, the affirmative vote of not less than 80% of the outstanding shares
of Common Stock (including at least 50% of the outstanding shares of Common
Stock held by stockholders other than such 5% beneficial owner) is required. The
foregoing provision would not be applicable if the proposed transaction was
approved by a majority of the Board of Directors of the Company who had been
duly elected and acting as members of the Board prior to the time such 5%
beneficial owner became the beneficial owner of 5% or more of the outstanding
shares of Common Stock.
The Company's Restated Certificate of Incorporation also provides for a
classified Board of Directors divided into three classes. All classes shall be
as nearly equal in number as possible and no class shall include less than two
Directors, with one class of Directors to be elected each year for a three-year
term.
Neither provision described in the foregoing paragraphs can be amended
without the affirmative vote of the holders of at least 80% of the outstanding
shares of Common Stock (including at least 50% of the outstanding shares of
Common Stock held by stockholders other than a 5% beneficial owner).
The Company believes that the classified Board and such 80% voting
requirements are desirable to assure continuity in Board membership and in
policy formulated by the Board. Such provisions will serve to moderate the pace
of any change in control of the Company by extending the time required to elect
a majority of the Directors and will better enable the Board to protect the
interests of shareholders in the event that any person or corporation should
attempt to obtain control of the Company.
It is recognized, however, that the effect of such provisions is to make it
more difficult to change Directors even should this be desired by a majority of
the Company's stockholders, and may be to render more difficult or to discourage
a merger, tender offer or proxy contest or the assumption of control by a holder
of a large block of Company securities.
The aforementioned 80% voting requirement for approval of specified
transactions with 5% beneficial owners, absent Board approval, provides the
Board and minority
<PAGE>
-18-
stockholders with a veto power over such transactions. Such provision would be
beneficial to Company management when confronted with a hostile tender offer and
may deter such offers, thus depriving a stockholder of the opportunity to
dispose of his or her shares to a hostile tender offeror at a price
substantially in excess of market value. The deterrence of such offers also has
the effect of supporting existing management in its present position.
Directors' Liability
The Company's Restated Certificate of Incorporation, as amended, provides
that, to the fullest extent permitted by the Delaware General Corporation Law
("DGCL"), no Director of the Company will be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a Director,
except for liability (i) for any breach of the Director's duty of loyalty to the
Company or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the Director derived an
improper personal benefit. The effect of such provisions in the Restated
Certificate of Incorporation will be to eliminate the rights of the Company and
its stockholders (including through stockholders' derivative suits on behalf of
the Company) to recover monetary damages against a Director for breach of
fiduciary duty as a Director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (i)
through (iv) above.
The By-Laws of the Company, as amended, provide that that each person who
was or is made a party or is threatened to be made a party to or is involved in
any actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the Company or is or was serving at the request of
the Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the DGCL. This right to indemnification shall also include
the right to be paid by the Company the expenses incurred in connection with any
such proceeding in advance of its final disposition to the fullest extent
authorized by the DGCL. This right to indemnification shall be a contract right.
The Company may, by action of the Company Board, provide indemnification to such
of the employees and agents of the Company to such extent and to such effect as
the Company Board determines to be appropriate and authorized by the DGCL.
<PAGE>
-19-
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities (i) through underwriters or
dealers; (ii) through agents; (iii) directly to purchasers; or (iv) through a
combination of any such methods of sale. Any such underwriter, dealer or agent
may be deemed to be an underwriter within the meaning of the Securities Act of
1933, as amended. The Prospectus Supplement relating to any offering of Debt
Securities will set forth their offering terms, including the name or names of
any underwriters, the purchase price of the Debt Securities and the proceeds to
the Company from such sale, any underwriting discounts, commissions and other
items constituting underwriters' compensation, any initial public offering
price, and any underwriting discounts, commissions and other items allowed or
reallowed or paid to dealers and any securities exchanges on which the Debt
Securities may be listed.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, at fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, or at prices related to such
prevailing market prices, or at negotiated prices. The Debt Securities may be
offered to the public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more of such firms. Unless
otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase the Debt Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all the
offered Debt Securities, if any are purchased. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Debt Securities in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent will be
set forth, in the accompanying Prospectus Supplement. Unless otherwise indicated
in the Prospectus Supplement, any such agent will be acting on a reasonable
efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters, dealers or agents to solicit offers by certain specified
institutions to purchase Debt Securities from the Company at the public offering
price set forth in the accompanying Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject to any conditions set forth in the
accompanying Prospectus Supplement and such Prospectus Supplement will set forth
the commission payable for solicitation of such contracts. The underwriters and
other persons soliciting such contracts will have no responsibility for the
validity or performance of any such contracts.
<PAGE>
-20-
Underwriters, dealers and agents may be entitled, under agreements entered
into with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribution by the Company to payments they may be required to make in
respect thereof.
Certain of the underwriters, agents or dealers and their associates may be
customers of, or engage in transactions with and perform services for, the
Company in the ordinary course of business.
LEGAL MATTERS
Certain legal matters in connection with the Debt Securities will be passed upon
for the Company by Cahill Gordon & Reindel (a partnership including a
professional corporation), New York, New York.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996 and the
consolidated statements of earnings, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 1997, incorporated by
reference in this Prospectus and elsewhere in the Registration Statement, have
been incorporated herein in reliance on the report of Pricewaterhouse Coopers
L.L.P., independent accountants, given on the authority of that firm as experts
in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission
Registration Fee ............................................ $88,500
Cost of Printing............................................... 50,000
Rating Agency Fees............................................. 110,000
Independent Auditors' Services and
Expenses..................................................... 25,000
Legal Services and Expenses (including
Blue Sky fees and expenses).................................. 40,000
Trustees' Fees and Expenses.................................... 10,000
Miscellaneous.................................................. 5,000
-----
Total................................ $328,500
=======
Other than the Securities and Exchange Commission Registration Fee, all
amounts set forth above are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides for
indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the officer or director acted
in good faith and in a manner that he or she reasonably believed to be in or not
opposed to the best interests of the corporation. In criminal actions, the
officer or director must also have no reasonable cause to believe that his or
her conduct was unlawful. A corporation may indemnify an officer or director in
a derivative suit if the officer or director acted in good faith and in a manner
that he or she reasonably believed to be in or not opposed to the best interests
of the corporation unless the officer or director is found liable to the
corporation. However, if the Court of Chancery or the court in which the officer
or director was found liable determines that the officer or director is fairly
and reasonably entitled to indemnity, then the Court of Chancery or such other
court may permit indemnity for such officer or director to the extent it deems
proper.
The Registrant's Certificate of Incorporation provides that a director of
the Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) acts or omissions not in
II-1
<PAGE>
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) payment of an improper dividend or for an improper repurchase or
redemption of the stock of the Corporation in violation of Section 174 of the
Delaware General Corporation Law or (iv) transactions in which the director
derives any improper personal benefit. The Registrant's By-Laws provide for the
indemnification of each officer and director of the Company to the fullest
extent permitted by the Delaware General Corporation Law.
Item 16. EXHIBITS.
1.1 -- Form of Underwriting Agreement (incorporated by reference to
Registration Statement No. 333-04389 filed with the Securities
and Exchange Commission on May 23, 1996).
1.2 -- Form of Distribution Agreement (incorporated by reference to
Registration Statement No. 33-58507 filed with the Securities and
Exchange Commission on April 10, 1995).
4.1 -- Form of Senior Indenture (including form of Senior Debt
Security) (incorporated by reference to Registration Statement
No. 333-04389 filed with the Securities and Exchange Commission
on May 23, 1996).
4.2 -- Form of Subordinated Indenture (including form of Subordinated
Debt Security) (incorporated by reference to Registration
Statement No. 333-04389 filed with the Securities and Exchange
Commission on May 23, 1996).
4.3 -- Certificate of Incorporation (incorporated by reference to
Form 10, as amended on Form 8-K filed with the Securities and
Exchange Commission on May 19, 1981).
II-2
<PAGE>
4.4 -- By-laws of the Company as amended September 17, 1981
(incorporated by reference to Form 10-Q for the quarter ended
September 30, 1981).
4.5 -- Certificate of Amendment to the Restated Certificate of
Incorporation of the Company (incorporated by reference to Form
10-K for the year ended December 31, 1987).
4.6 -- Article XVII of the Registrant's By-laws as amended on May 2,
1988 (incorporated by reference to Form 8-K filed with the
Securities and Exchange Commission on May 21, 1988).
4.7 -- Certificate of Amendment to the Restated Certificate of
Incorporation of the Company (incorporated by reference to Form
10-Q for the quarter ended March 31, 1993).
4.8 -- Certificate of Amendment to the Restated Certificate of
Incorporation of the Company, filed with the State of Delaware,
Office of the Secretary of State on May 2, 1996 (incorporated by
reference to Form 10-Q filed with the Securities and Exchange
Commission on May 14, 1996).
4.9 -- By-laws of the Company as amended June 12, 1997 (incorporated
by reference to Form 10-Q filed with the Securities and Exchange
Commission on August 13, 1997)
5.1 -- Opinion of Cahill Gordon & Reindel.
12.1 -- Statement of Computation of Ratio of Earnings to Fixed
Charges.
23.1 -- Consent of Coopers & Lybrand L.L.P.
II-3
<PAGE>
23.2 -- Consent of Cahill Gordon & Reindel (included as part of
Exhibit 5.1).
24.1 -- Power of Attorney.
25.1 -- Form T-1 Statement of Eligibility and Qualification of the
Senior Trustee under the Trust Indenture Act of 1939, as amended
(incorporated by reference to Registration Statement No.
333-04389 filed with the Securities and Exchange Commission on
May 23, 1996).
25.2 -- Form T-1 Statement of Eligibility and Qualification of the
Subordinated Trustee under the Trust Indenture Act of 1939, as
amended (to be filed by amendment when the Subordinated Trustee
is selected).
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
II-4
<PAGE>
provided, however, that the undertakings set forth in clauses (i) and (ii) of
this paragraph shall not apply if the information required to be included in
such post-effective amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered herein which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy, as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(d) The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned
thereunto duly authorized in the City of Iselin, State of New Jersey, on the
23rd day of July, 1998.
ENGELHARD CORPORATION
By: /s/ Orin R. Smith
--------------------------
Orin R. Smith
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Orin R. Smith Chairman, Chief Executive Officer and July 23, 1998
- ------------------------------- Director (Principal Executive Officer)
Orin R. Smith
/s/ Thomas F. Fitzpatrick Senior Vice President and Chief July 23, 1998
- ------------------------------- Financial Officer (Principal
Thomas F. Fitzpatrick Financial Officer)
/s/ David C. Wajsgras Controller (Principal Accounting July 23, 1998
- ------------------------------- Officer)
David C. Wajsgras
* Director July 23, 1998
- -------------------------------
Linda G. Alvarado
* Director July 23, 1998
- -------------------------------
Marion H. Antonini
* Director July 23, 1998
- -------------------------------
Anthony W. Lea
II-6
<PAGE>
SIGNATURE TITLE DATE
* Director July 23, 1998
- -------------------------------
William R. Loomis, Jr.
* Director July 23, 1998
- -------------------------------
James V. Napier
* Director July 23, 1998
- -------------------------------
Norma T. Pace
* Director July 23, 1998
- -------------------------------
Barry W. Perry
* Director July 23, 1998
- -------------------------------
Reuben F. Richards
* Director July 23, 1998
- -------------------------------
Henry R. Slack
* Director July 23, 1998
- -------------------------------
Douglas G. Watson
</TABLE>
*By: /s/ Arthur A. Dornbusch, II
----------------------------------
Arthur A. Dornbusch, II
Attorney-in-Fact
II-7
Exhibit 5.1
Cahill Gordon & Reindel
80 Pine Street
New York, NY 10005
(212) 701-3000
July 23, 1998
Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830-0770
Ladies and Gentlemen:
We have acted as special counsel to Engelhard Corporation, a Delaware
corporation (the "Company"), in connection with the filing of a registration
statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"), relating to (i) up to $300 million aggregate
principal amount (or such greater principal amount that may result from
issuances with original issue discount) of the Company's unsecured senior debt
securities (the "Senior Debt Securities") that may be issued from time to time
pursuant to the indenture dated as of August 5, 1996 (the "Senior Indenture")
and the Company's unsecured subordinated debt securities (the "Subordinated Debt
Securities," and together with the Senior Debt Securities, the "Debt
Securities") to be issued pursuant to the indenture (the "Subordinated
Indenture," and together with the Senior Indenture, the "Indentures") to be
substantially in the form filed as Exhibit 4.2 to the Registration Statement,
and (ii) shares of the Company's Common Stock, par value $1.00 per share (the
"Common Stock"), that may be issuable upon conversion of certain Debt
Securities.
We advise you that, in our opinion, the Debt Securities have been duly
authorized and (in the case of the Subordinated Debt Securities, upon execution
and delivery of the Subordinated Indenture and, in the case of the Debt
Securities, execution and authentication of the Debt Securities in accordance
with the applicable Indenture and delivery to the purchasers thereof against
payment therefor pursuant to a sale in the manner described in the Registration
Statement, including the prospectus forming a part thereof (the "Prospectus")
and any prospectus supplement thereto) will be legally issued, valid and binding
obligations of the Company enforceable in accordance with their terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
<PAGE>
We also advise you that, in our opinion, shares of Common Stock issuable
upon conversion of any Debt Securities that are convertible into Common Stock,
when issued in accordance with the terms of the applicable Indenture upon
conversion of such Debt Securities (assuming that such issuance has previously
been authorized by all necessary corporate action by the Company's Board of
Directors and otherwise), will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and related Prospectus. Our consent to
such reference does not constitute a consent under Section 7 of the Act, as in
consenting to such reference we have not certified any part of the Registration
Statement and do not otherwise come within the categories of persons whose
consent is required under said Section 7 or under the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
Cahill Gordon & Reindel
-2-
Exhibit 12.1
Computation of Ratio of Earnings to Fixed Charges
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31, Years Ended December 31,
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings from continuing operations
before provision for income taxes $62,293 $85,812 $209,955 $185,312 $157,306 ($4,709)
Add/(deduct)
Portion of rents representative of 1,150 4,600 3,900 4,700 4,800 4,500
the interest factor
Interest on indebtedness 12,326 52,776 45,009 31,326 21,954 13,696
Equity dividends - 3,803 2,515 3,411 3,800 2,600
Equity in (earnings) losses of (4,405) 47,833 5,008 (695) (632) (3,443)
affiliates ------- ------- ------- -------- -------- -------
Earnings, as adjusted $71,364 $194,824 $266,387 $224,054 $187,228 $12,644
======== ======== ======== ======== ======== =======
Fixed Charges
Portion of rents representative of $1,150 $4,600 $3,900 $4,700 $4,800 $4,500
the interest factor
Interest on indebtedness 12,326 52,776 45,009 31,326 21,954 13,696
Capitalized interest 125 651 875 784 528 --
------- ------ ------ ------ ------ ------
Fixed charges $13,601 $58,027 $49,784 $36,810 $27,282 $18,196
======== ======= ======= ======= ======= =======
Ratio of Earnings to Fixed Charges 5.25 3.36 (a) 5.35 6.09 6.86 -- (b)
======= ==== ==== ==== ==== ====
</TABLE>
(a) Earnings in 1997 were negatively impacted by special and other charges
of $149.6 million for a variety of events. Without such charges, the
ratio of earnings to fixed charges would have been 5.94.
(b) Earnings in 1993 were insufficient to cover fixed charges by $5.6
million. Earnings in 1993 were negatively impacted by a special charge
of $148 million for the realignment and consolidation of businesses and
environmental matters. Without such charge, the ratio of earnings to
fixed charges would have been 8.83.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated February 5, 1998, on our audits of the financial
statements of Engelhard Corporation. We also consent to the reference to our
firm under the captions "Experts."
Pricewaterhouse Coopers L.L.P.
New York, New York
July 22, 1998
Exhibit 24.1
ENGELHARD CORPORATION
Power of Attorney
The undersigned hereby appoints Thomas P. Fitzpatrick and Arthur A.
Dornbusch, II, and each of them individually, the true and lawful attorneys of
the undersigned, with power to act on behalf of the undersigned, to execute in
his or her name, place and stead in his or her capacity as an officer or
director or both or Engelhard Corporation, a Delaware corporation (the
"Company"), a Registration Statement on Form S-3 ("Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering such amount
of debt and equity securities of the Company previously approved by the Board of
Directors of the Company to be issued from time to time pursuant to Rule 415
under the Act, and any amendments to such Registration Statement (including
post-effective amendments and additional registration statements pursuant to
Rule 462 under the Act), and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement and amendments thereto (including post-effective amendments and
additional registration statements pursuant to Rule 462 under the Act) and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 7th day of May, 1998.
/s/ Orin R. Smith
<PAGE>
ENGELHARD CORPORATION
Power of Attorney
The undersigned hereby appoints Orin R. Smith and Arthur A. Dornbusch, II,
and each of them individually, the true and lawful attorneys of the undersigned,
with power to act on behalf of the undersigned, to execute in his or her name,
place and stead in his or her capacity as an officer or director or both or
Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement on Form S-3 ("Registration Statement"), under the Securities Act of
1933, as amended (the "Act"), covering such amount of debt and equity securities
of the Company previously approved by the Board of Directors of the Company to
be issued from time to time pursuant to Rule 415 under the Act, and any
amendments to such Registration Statement (including post-effective amendments
and additional registration statements pursuant to Rule 462 under the Act), and
all instruments necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement and amendments thereto (including
post-effective amendments and additional registration statements pursuant to
Rule 462 under the Act) and other instruments with the Securities and Exchange
Commission. Each of said attorneys shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or desirable to be done in the premises, as fully to all intents and
purposes as the undersigned could do in person. The undersigned hereby ratifies
and approves the actions of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 7th day of May, 1998.
/s/ Thomas P. Fitzpatrick
<PAGE>
ENGELHARD CORPORATION
Power of Attorney
The undersigned hereby appoints Orin R. Smith, Thomas P. Fitzpatrick and
Arthur A. Dornbusch, II, and each of them individually, the true and lawful
attorneys of the undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her capacity as an officer
or director or both or Engelhard Corporation, a Delaware corporation (the
"Company"), a Registration Statement on Form S-3 ("Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering such amount
of debt and equity securities of the Company previously approved by the Board of
Directors of the Company to be issued from time to time pursuant to Rule 415
under the Act, and any amendments to such Registration Statement (including
post-effective amendments and additional registration statements pursuant to
Rule 462 under the Act), and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement and amendments thereto (including post-effective amendments and
additional registration statements pursuant to Rule 462 under the Act) and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 7th day of May, 1998.
/s/ David C. Wajsgras
<PAGE>
ENGELHARD CORPORATION
Power of Attorney
The undersigned hereby appoints Orin R. Smith, Thomas P. Fitzpatrick and
Arthur A. Dornbusch, II, and each of them individually, the true and lawful
attorneys of the undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her capacity as an officer
or director or both or Engelhard Corporation, a Delaware corporation (the
"Company"), a Registration Statement on Form S-3 ("Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering such amount
of debt and equity securities of the Company previously approved by the Board of
Directors of the Company to be issued from time to time pursuant to Rule 415
under the Act, and any amendments to such Registration Statement (including
post-effective amendments and additional registration statements pursuant to
Rule 462 under the Act), and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement and amendments thereto (including post-effective amendments and
additional registration statements pursuant to Rule 462 under the Act) and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 7th day of May, 1998.
/s/ Linda G. Alvarado
<PAGE>
ENGELHARD CORPORATION
Power of Attorney
The undersigned hereby appoints Orin R. Smith, Thomas P. Fitzpatrick and
Arthur A. Dornbusch, II, and each of them individually, the true and lawful
attorneys of the undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her capacity as an officer
or director or both or Engelhard Corporation, a Delaware corporation (the
"Company"), a Registration Statement on Form S-3 ("Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering such amount
of debt and equity securities of the Company previously approved by the Board of
Directors of the Company to be issued from time to time pursuant to Rule 415
under the Act, and any amendments to such Registration Statement (including
post-effective amendments and additional registration statements pursuant to
Rule 462 under the Act), and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement and amendments thereto (including post-effective amendments and
additional registration statements pursuant to Rule 462 under the Act) and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 7th day of May, 1998.
/s/ Marion H. Antonini
<PAGE>
ENGELHARD CORPORATION
Power of Attorney
The undersigned hereby appoints Orin R. Smith, Thomas P. Fitzpatrick and
Arthur A. Dornbusch, II, and each of them individually, the true and lawful
attorneys of the undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her capacity as an officer
or director or both or Engelhard Corporation, a Delaware corporation (the
"Company"), a Registration Statement on Form S-3 ("Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering such amount
of debt and equity securities of the Company previously approved by the Board of
Directors of the Company to be issued from time to time pursuant to Rule 415
under the Act, and any amendments to such Registration Statement (including
post-effective amendments and additional registration statements pursuant to
Rule 462 under the Act), and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement and amendments thereto (including post-effective amendments and
additional registration statements pursuant to Rule 462 under the Act) and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 7th day of May, 1998.
/s/ Anthony W. Lea
<PAGE>
ENGELHARD CORPORATION
Power of Attorney
The undersigned hereby appoints Orin R. Smith, Thomas P. Fitzpatrick and
Arthur A. Dornbusch, II, and each of them individually, the true and lawful
attorneys of the undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her capacity as an officer
or director or both or Engelhard Corporation, a Delaware corporation (the
"Company"), a Registration Statement on Form S-3 ("Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering such amount
of debt and equity securities of the Company previously approved by the Board of
Directors of the Company to be issued from time to time pursuant to Rule 415
under the Act, and any amendments to such Registration Statement (including
post-effective amendments and additional registration statements pursuant to
Rule 462 under the Act), and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement and amendments thereto (including post-effective amendments and
additional registration statements pursuant to Rule 462 under the Act) and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 7th day of May, 1998.
/s/ William R. Loomis, Jr.
<PAGE>
ENGELHARD CORPORATION
Power of Attorney
The undersigned hereby appoints Orin R. Smith, Thomas P. Fitzpatrick and
Arthur A. Dornbusch, II, and each of them individually, the true and lawful
attorneys of the undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her capacity as an officer
or director or both or Engelhard Corporation, a Delaware corporation (the
"Company"), a Registration Statement on Form S-3 ("Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering such amount
of debt and equity securities of the Company previously approved by the Board of
Directors of the Company to be issued from time to time pursuant to Rule 415
under the Act, and any amendments to such Registration Statement (including
post-effective amendments and additional registration statements pursuant to
Rule 462 under the Act), and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement and amendments thereto (including post-effective amendments and
additional registration statements pursuant to Rule 462 under the Act) and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 7th day of May, 1998.
/s/ James V. Napier
<PAGE>
ENGELHARD CORPORATION
Power of Attorney
The undersigned hereby appoints Orin R. Smith, Thomas P. Fitzpatrick and
Arthur A. Dornbusch, II, and each of them individually, the true and lawful
attorneys of the undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her capacity as an officer
or director or both or Engelhard Corporation, a Delaware corporation (the
"Company"), a Registration Statement on Form S-3 ("Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering such amount
of debt and equity securities of the Company previously approved by the Board of
Directors of the Company to be issued from time to time pursuant to Rule 415
under the Act, and any amendments to such Registration Statement (including
post-effective amendments and additional registration statements pursuant to
Rule 462 under the Act), and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement and amendments thereto (including post-effective amendments and
additional registration statements pursuant to Rule 462 under the Act) and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 7th day of May, 1998.
/s/ Norma T. Pace
<PAGE>
ENGELHARD CORPORATION
Power of Attorney
The undersigned hereby appoints Orin R. Smith, Thomas P. Fitzpatrick and
Arthur A. Dornbusch, II, and each of them individually, the true and lawful
attorneys of the undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her capacity as an officer
or director or both or Engelhard Corporation, a Delaware corporation (the
"Company"), a Registration Statement on Form S-3 ("Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering such amount
of debt and equity securities of the Company previously approved by the Board of
Directors of the Company to be issued from time to time pursuant to Rule 415
under the Act, and any amendments to such Registration Statement (including
post-effective amendments and additional registration statements pursuant to
Rule 462 under the Act), and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement and amendments thereto (including post-effective amendments and
additional registration statements pursuant to Rule 462 under the Act) and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 7th day of May, 1998.
/s/ Barry W. Perry
<PAGE>
ENGELHARD CORPORATION
Power of Attorney
The undersigned hereby appoints Orin R. Smith, Thomas P. Fitzpatrick and
Arthur A. Dornbusch, II, and each of them individually, the true and lawful
attorneys of the undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her capacity as an officer
or director or both or Engelhard Corporation, a Delaware corporation (the
"Company"), a Registration Statement on Form S-3 ("Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering such amount
of debt and equity securities of the Company previously approved by the Board of
Directors of the Company to be issued from time to time pursuant to Rule 415
under the Act, and any amendments to such Registration Statement (including
post-effective amendments and additional registration statements pursuant to
Rule 462 under the Act), and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement and amendments thereto (including post-effective amendments and
additional registration statements pursuant to Rule 462 under the Act) and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 7th day of May, 1998.
/s/ Reuben F. Richards
<PAGE>
ENGELHARD CORPORATION
Power of Attorney
The undersigned hereby appoints Orin R. Smith, Thomas P. Fitzpatrick and
Arthur A. Dornbusch, II, and each of them individually, the true and lawful
attorneys of the undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her capacity as an officer
or director or both or Engelhard Corporation, a Delaware corporation (the
"Company"), a Registration Statement on Form S-3 ("Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering such amount
of debt and equity securities of the Company previously approved by the Board of
Directors of the Company to be issued from time to time pursuant to Rule 415
under the Act, and any amendments to such Registration Statement (including
post-effective amendments and additional registration statements pursuant to
Rule 462 under the Act), and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement and amendments thereto (including post-effective amendments and
additional registration statements pursuant to Rule 462 under the Act) and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 7th day of May, 1998.
/s/ Henry R. Slack
<PAGE>
ENGELHARD CORPORATION
Power of Attorney
The undersigned hereby appoints Orin R. Smith, Thomas P. Fitzpatrick and
Arthur A. Dornbusch, II, and each of them individually, the true and lawful
attorneys of the undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her capacity as an officer
or director or both or Engelhard Corporation, a Delaware corporation (the
"Company"), a Registration Statement on Form S-3 ("Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering such amount
of debt and equity securities of the Company previously approved by the Board of
Directors of the Company to be issued from time to time pursuant to Rule 415
under the Act, and any amendments to such Registration Statement (including
post-effective amendments and additional registration statements pursuant to
Rule 462 under the Act), and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement and amendments thereto (including post-effective amendments and
additional registration statements pursuant to Rule 462 under the Act) and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 7th day of May, 1998.
/s/ Douglas G. Watson
