SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Engelhard Corporation
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
292845104
(CUSIP Number)
N. Jordan
Secretary
Minorco
Boite Postale 185
L-2011 Luxembourg City
Luxembourg
Telephone: 011-352-404-1101
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 15, 1998
(Date of Event which Requires Filing of this Statement)
========================
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.
Page 1 of 28
<PAGE>
CUSIP No. 292845104
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MINORCO
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions) WC, OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
(6) Citizenship or Place of Organization Luxembourg
Number of (7) Sole Voting Power By Subsidiary
Shares 45,963,180 Common Shares
Beneficially (8) Shared Voting Power
Owned by (9) Sole Dispositive Power By Subsidiary
Each 45,963,180 Common Shares
Reporting (10) Shared Dispositive Power
Person With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
45,963,180 Common Shares
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 31.8%
(14) Type of Reporting Person (See Instructions) CO
Page 2 of 28
<PAGE>
CUSIP No. 292845104
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TAURUS INVESTMENTS S.A.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions) WC, OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
(6) Citizenship or Place of Organization Luxembourg
Number of (7) Sole Voting Power 45,943,494 Common Shares
Shares
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power 45,943,494 Common Shares
Reporting
Person With (10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
45,963,180 Common Shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 31.8%
(14) Type of Reporting Person (See Instructions) CO
Page 3 of 28
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 8 to the Schedule 13D, dated June 8, 1981, of
Minerals and Resources Corporation (as amended by Amendments Nos.1 through 7,
the "Schedule 13D"), is filed to reflect information required pursuant to Rule
13d-2 of the Securities Exchange Act of 1934, as amended (the "Act"), relating
to shares of Common Stock, $1.00 par value, of Engelhard Corporation, whose
address is 100 Wood Avenue, Iselin, New Jersey 08830 ("EC").
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended in its entirety to
read as follows:
"This statement is being filed on behalf of Minorco, a company
incorporated under the laws of Luxembourg ("Minorco") and Taurus Investments
S.A. ("Taurus"), a company organized under the laws of Luxembourg, which is a
subsidiary of Minorco, with respect to the Common Stock, $1.00 par value, of EC
that is beneficially owned by Minorco and Taurus. Minorco's and Taurus'
principal office address is Boite Postale 185, L-2011 Luxembourg City,
Luxembourg.
Prior to a reorganization which became effective on November 27,
1987, Minerals and Resources Corporation Limited, a company organized under the
laws of Bermuda ("Minorco Bermuda"), was the filing person in respect of the
Common Stock, $1.00 par value, of EC, which is the subject of this statement.
Minorco was a subsidiary of Minorco Bermuda, and the corporation owning such
shares of record was in turn a wholly owned indirect subsidiary of Minorco. By
virtue of the reorganization, the former shareholders of Minorco Bermuda became
the shareholders of Minorco, Minorco Bermuda became a wholly owned subsidiary of
Minorco with nominal capitalization, and Minorco became the beneficial owner of
the common stock of EC, in respect of which this statement is filed. As a result
of the reorganization, Minorco Bermuda no longer has any beneficial interest in
the common stock of EC. On July 22, 1988, Minorco Bermuda was liquidated.
Minorco is an international natural resources company principally
involved in mining and the processing of gold, base metals, industrial
materials, pulp, paper, packaging and in agribusiness.
The capital stock of Minorco is owned in part as follows:
approximately 45.6%, directly or through subsidiaries, by Anglo American
Corporation of South Africa Limited ("AAC" or "Anglo American"), which is a
publicly held mining and finance company, and approximately 22.5%, directly or
through subsidiaries, by De Beers Centenary AG ("Centenary"), a publicly held
Swiss diamond mining and investment company. Approximately 38.4% of the capital
stock of Anglo American is owned, directly or through subsidiaries, by De Beers
Consolidated Mines Limited ("De Beers"), a publicly held diamond
Page 4 of 28
<PAGE>
mining and investment company. Approximately 29.4% of the capital stock of
Centenary and approximately 32.5% of the capital stock of De Beers is owned,
directly or through subsidiaries, by Anglo American. De Beers owns approximately
9.5% of Centenary. The address of the principal business and principal office of
AAC is 44 Main Street, Johannesburg, South Africa. The address of the principal
business and principal office of Centenary is Langensandstrasse, CH 6000,
Lucerne, Switzerland. The address of the principal business and principal office
of De Beers is 36 Stockdale Street, Kimberley 8301, South Africa.
Mr. Nicholas F. Oppenheimer, deputy chairman and a director of
AAC, chairman of Centenary and De Beers and a director of Minorco, and Mr. Henry
R. Slack, president and a director of Minorco, and a director of EC and AAC,
have indirect partial interests in approximately 8% of the outstanding shares of
AAC, and approximately 7% of the outstanding shares of Minorco.
Also, Messrs. Basil T.A. Hone and Reuben F. Richards beneficially
own, respectively, 3,350 and 1,000 Minorco Ordinary Shares, and Mr. Hone
beneficially owns 1,000 Anglo American Ordinary Shares, each constituting less
than 1% of the outstanding shares of the respective issuers.
The names of the directors and executive officers of Minorco,
Taurus, AAC, De Beers and Centenary are set forth in Annex A.
The citizenship, business address, present principal occupation
or employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, of each of the
directors and executive officers of each of Minorco, Taurus, AAC, De Beers and
Centenary are set forth in Annex A.
During the last five years, neither (1) any of Minorco, Taurus,
AAC, De Beers or Centenary nor (2) to the best of Minorco's and Taurus'
knowledge, any of the directors or executive officers of Minorco, Taurus, AAC,
De Beers or Centenary has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
During the last five years, neither (1) any of Minorco, Taurus,
AAC, De Beers or Centenary nor (2) to the best of Minorco's and Taurus'
knowledge, any of the directors or executive officers of Minorco, Taurus, AAC,
De Beers or Centenary was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation of such laws."
Item 2 is further amended by deleting Annex A in its entirety and
substituting in its place Annex A to this Amendment No. 8.
Page 5 of 28
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to Rule 13d-2(e) of the Act, the following is a
restatement of the Schedule 13D. Item 3 is not being amended pursuant to this
Amendment No. 8.
"The shares of common stock of EC that are the subject of this
Schedule 13D were acquired by Minorco pursuant to a proposal approved by the
stockholders of Engelhard Minerals & Chemicals Corporation, a Delaware
corporation ("Engelhard"), on May 20, 1981, to cause, among other things, the
outstanding common stock of EC, then a wholly owned subsidiary of Engelhard, to
be distributed to Engelhard stockholders on the basis of .40 of a share of EC
common stock for each share of the Engelhard common stock held on the record
date for such distribution.
The aggregate amount of the purchase price paid for the shares of
the common stock of EC that are the subject of this Amendment No. 2 was
$14,813,535 (including commission). The source of such amount was the working
capital of Minorco.
The aggregate amount of the purchase price paid for the shares of
common stock of EC that are subject to this Amendment No. 4 and that were
purchased within the last 60 days was $765,610. The source of such amount was
the working capital of Minorco Bermuda."
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended in its entirety to
read as follows:
"The boards of directors of AAC and Minorco have announced that
they have agreed in principle to combine their businesses. It is a condition of
the proposed transaction that Minorco divest itself of all of the shares of
common stock of EC prior to the completion of the transaction, which is
currently expected to take place by the end of the first quarter of 1999.
Minorco intends to effect a disposition to comply with this condition. Minorco
will determine the method of this disposal based on market and other
conditions."
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended in its entirety to
read as follows:
"(a) Except as referred to in Item 2 hereof and as set forth
below, neither Minorco, Taurus, AAC, De Beers or Centenary nor, to the best of
Minorco's and Taurus' knowledge, any of the executive officers or directors of
Minorco, Taurus, AAC, De Beers or Centenary, owns beneficially, or has any right
to acquire, directly or indirectly, any shares of the common stock of EC:
Page 6 of 28
<PAGE>
Name of Person No. of Shares
-------------- -------------
Henry R. Slack 2,530(1)*
Anthony W. Lea 750(2)*
C.A. Crocker 1,125*
- -------------
* Indicates less than 1% of the outstanding shares.
(1) Excludes 9,843 shares of common stock of EC ceded to Minorco.
(2) Excludes 9,843 shares of common stock of EC awarded under EC's stock bonus
plan for non-employee directors ceded to Minorco, of which 4,556 are unvested.
.
As of the date hereof, Taurus beneficially owns 45,963,180 shares
of common stock of EC, which includes the 19,686 shares of common stock of EC
that Messrs. Slack and Lea have the right to acquire that have been ceded to
Minorco, and, represent 31.8% of the total number of outstanding shares of that
class, based upon the number of outstanding shares of common stock as of July
31, 1998 as reported in the Form 10-Q of EC for the quarterly period ended June
30, 1998.
(b) All of the shares of EC owned Minorco are held through
Taurus, or have been ceded to Minorco, Minorco has sole voting and dispositive
power with respect to the shares of EC. Messrs. Slack and Lea each have sole
voting and dispositive power with respect to the 2,530 and 750 shares held by
them respectively.
(c) There has been no transaction effected in any of the shares
of EC during the last 60 days by Minorco, Taurus, AAC, De Beers or Centenary or,
to the best knowledge of Minorco and Taurus, by the executive officers or
directors of any of the above.
(d) Not applicable.
(e) Not applicable."
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to Rule 13d-2(e) of the Act, the following is a
restatement of the Schedule 13D. Item 6 is not being amended pursuant to this
filing.
"None"
Page 7 of 28
<PAGE>
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to add the following
exhibit:
Exhibit B Exhibit Concerning Joint Filing of Schedule 13D
Pursuant to Rule 13d-2(e) of the Act, the following is a
restatement of the Schedule 13D. Except as provided above, Item 7 is not being
amended pursuant to this filing.
"Exhibit A Press Release issued by Minorco dated
December 8, 1989"
Page 8 of 28
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
MINORCO
By: /s/ N. Jordan
---------------------------------
Name: N. Jordan
Title: Secretary
TAURUS INVESTMENTS S.A.
By: /s/ N. Jordan
---------------------------------
Name: N. Jordan
Title: Secretary
Date: October 15, 1998
Page 9 of 28
<PAGE>
Annex A
I. The following table sets forth certain information concerning each of the
Directors and other Officers of Minorco.
The following list sets forth the names of certain Directors and Executive
Officers of Minorco and the sections of this Annex "A" in which other
information concerning them is set out, to which sections reference is hereby
made:
<TABLE>
<CAPTION>
<S> <C>
Name: J. Ogilvie Thompson (Director and Chairman)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Chairman of Minorco, Deputy Chairman of De Beers &
Centenary, Executive Director & Chairman of AAC, Director
of Anglo American Gold Investment Company Limited
("Amgold") (gold investment company)
Name: J. R. de Aragao Bozano (Director)
Citizenship: Brazilian
Business Address: Banco Bozano Simonsen S. A., 138
Avenida Rio Branco, Rio de Janeiro, Brazil
Principal Occupation: Chairman of the Board, Banco Bozano Simonsen de
Investimento S. A. (Merchant bank) and Chairman of the
Board, Cia. Bozano Simonsen Comercio e Industria S. A.
(Commercial Bank)
Name: A.R. Attwood (Treasurer)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Treasurer, Minorco
Name: O. A. Bavinton (Senior Vice President, Exploration)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England ECIN 2PQ
Principal Occupation: Senior Vice President, Exploration, Minorco
</TABLE>
Page 10 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: Edward G. Beimfohr (Director)
Citizenship: United States of America
Business Address: 320 Park Avenue
New York, New York 10022-6815
Principal Occupation: Partner, Lane & Mittendorf (Law Firm)
Name: P. C. D. Burnell (Executive Director)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Executive Director, Minorco
Name: T.H. Claiborne (Vice President)
Citizenship: United States
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Vice President, Minorco
Name: C.B. Corrin (Senior Vice President)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President, Minorco
Name: C. A. Crocker (Director)
Citizenship: United States of America
Business Address: Georgetown University
School of Foreign Service
Intercultural Centre, Room 813
Washington D.C. 20057
Principal Occupation: Research Professor of Diplomacy
Name: Viscount Etienne Davignon (Director)
Citizenship: Belgian
Business Address: 30 Rue Royale, B-1000
Brussels, Belgium
Principal Occupation: Chairman, Societe Generale de Belgique (Bank)
Name: J.M.N. Evans (Executive Vice President)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Executive Vice President - Technical, Minorco
</TABLE>
Page 11 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: K.R. Farrell (Controller)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Controller, Minorco
Name: David E. Fisher (Executive Director)
Citizenship: British
Business Address: Boite Postale 185
L-2011 Luxembourg City, Luxembourg
Principal Occupation: Finance Director, Minorco; Director, Terra Industries Inc.
Name: M.J. Gordon (Executive Vice President)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Executive Vice President - Head of Strategic Planning and
Special Projects, Minorco
Name: F. K. J. Jackson (Senior Vice President)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President, Minorco
Name: N. Jordan (Secretary)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Secretary, Minorco
Name: B.L. Keisler (Senior Vice President)
Citizenship: United States
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President, General Counsel and Head of Legal
Services, Minorco
</TABLE>
Page 12 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: M. W. King (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director and Deputy Chairman, Director and
Finance Division Head, AAC
Name: Anthony W. Lea (Executive Director)
Citizenship: South African
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Executive Director, Minorco;
Director, AAC;
Director, Terra Industries Inc.;
Director, Engelhard Corporation
Name: William R. Loomis, Jr. (Director)
Citizenship: United States of America
Business Address: 30 Rockefeller Plaza, 62nd Floor
New York, NY 10020
Principal Occupation: Managing Director, Lazard Freres & Co. LLC;
Director and Chairman of the Board, Terra Industries Inc.;
Director, Engelhard Corporation
Name: J. E. Oppenheimer (Director)
Citizenship: German & Brazilian
Business Address: Av Pedro de Valdivia 295
Santiago, Chile
Principal Occupation: President, Minorco Argentina and Director of Empresa
Minera de Mantos Blancos S.A. (Producer of copper &
silver)
Name: N. F. Oppenheimer (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Director and Chairman, De Beers, Centenary, Deputy
Chairman and Director, AAC, Chairman, Amgold
</TABLE>
Page 13 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: C. E. Ritchie (Director)
Citizenship: Canadian
Business Address: 44 King Street West
Toronto, Ontario M5H 1E2
Principal Occupation: Former Chairman & CEO, Bank of Nova Scotia
(Commercial bank)
Name: R.S. Robertson (Senior Vice President)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President and Managing Director
Industrial Minerals Division, Minorco
Name: H-J. Schreiber (Director)
Citizenship: German
Business Address: Bestor Investers Ltd.
10, Collyer Quay
11-01, Ocean Bldg.
Singapore 0104
Principal Occupation: Chairman, Bestor Investers Pte. Ltd. (Consulting firm)
Name: Henry R. Slack (President and Chief Executive)
Citizenship: United States of America
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: President and Chief Executive, Minorco;
Director, Terra Industries Inc.;
Director, Engelhard Corporation
Name: O.R. Smith (Director)
Citizenship: United States of America
Business Address: 101 Wood Avenue
Iselin, New Jersey 08830-0770
Principal Occupation: Chairman and Chief Executive Officer, Engelhard
Corporation
Name: H.F. Torkington (Vice President)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Vice President & Deputy Head of Corporate Finance,
Minorco
</TABLE>
Page 14 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: A. J. Trahar (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director, AAC;
Director and Deputy Chairman, Anglo American Industrial
Corporation ("Amic");
Executive Chairman, Mondi Limited (Paper manufacturer)
Name: D.A. Turner (Senior Vice President)
Citizenship: British
Business Address: 9, rue Sainte Zithe
L-2763 Luxembourg
Principal Occupation: Senior Vice President - Finance, Minorco
Name: N.K. Von Schirnding (Vice President, Investor & Corporate
Affairs)
Citizenship: South African
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Vice President, Investor & Corporate Affairs, Minorco
Name: T.C.A. Wadeson (Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director & Group Technical Director, AAC
Name: P.G. Whitcutt (Senior Vice President)
Citizenship: South African
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President & Head of Corporate Finance, Minorco
Name: P.S. Wilmot-Sitwell (Director)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Chairman, Mercury World Mining Trust
</TABLE>
Page 15 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: J.B. Winter (Director)
Citizenship: United States of America
Business Address: 10 Winding Lane
Orinda, CA 94563
Principal Occupation: Retired - formerly Chief Executive Officer of Magma Copper
& BHP Copper
Name: G. S. Young (Executive Director)
Citizenship: South African
Business Address: Praca de Republica, 497-8 andar,
01045 - San Paulo - SP, Brazil
Principal Occupation: Executive Director, Minorco
</TABLE>
II. The following table sets forth certain information concerning each of the
Directors and Officers of Taurus.
The following list sets forth the names of certain Directors and Officers of
Taurus and the sections of this Annex "A" in which other information concerning
them is set out, to which sections reference is hereby made:
D.E. FISHER (Director) SECTION I
A.W. LEA (Director) SECTION I
N. JORDAN (Director) SECTION I
D.A. TURNER (Director) SECTION I
III. The following table sets forth certain information concerning each of the
Executive Directors, Directors, Alternate Directors and other Officers of AAC.
The following list sets forth the names of certain Executive Directors,
Directors, Alternate Directors and Officers of AAC and the sections of this
Annex "A" in which other information concerning them is set out, to which
sections reference is hereby made:
P.C.D. BURNELL (Director) SECTION I
M.W. KING (Executive Director) SECTION I
A.W. LEA (Director) SECTION I
N.F. OPPENHEIMER (Deputy Chairman and Director) SECTION I
R. S. ROBERTSON (Alternate Director) SECTION I
H. R. SLACK (Director) SECTION I
J. OGILVIE THOMPSON (Chairman and Executive Director) SECTION I
A.J. TRAHAR (Director) SECTION I
T. C. A. WADESON (Group Technical Director) SECTION I
G. S. YOUNG (Executive Director) SECTION I
Page 16 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: P.R.N. Arthur (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and General Counsel, AAC
Name: P.A. Armstrong (Secretary)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Secretary, AAC
Name: P. M. Baum (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director, AAC;
Chief Executive, Anglo American Corporation Services
Limited (Services Company)
Name: L. Boyd (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director and Deputy Chairman, AAC;
Director and Chairman, Amic
Name: W.F. Bragg (Alternate Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg 2001
Republic of South Africa
Principal Occupation: Alternate Director and Finance Manager, Corporate &
International Finance Department, AAC
Name: H. M. Brown (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director and Consulting Engineer, AAC
</TABLE>
Page 17 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: C.J. Buys
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director and Senior Economic Consultant, AAC
Name: A. H. Calver (Executive Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Group Deputy Technical Director, Engineering, AAC
Name: Dr. J. W. Campbell (Executive Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director, AAC;
Managing Director, De Beers Industrial Diamond Division
(Pty) Limited (Diamond trading company);
Director and Chairman, Anglo American Coal Corporation
Limited ("Amcoal");
Director, De Beers & Centenary
Name: R.V. Danchin (Executive Director)
Citizenship: Australian
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director, Group Deputy Technical Director,
Geology and Chairman, New Mining Business Division,
AAC
Name: B.E. Davison (Director)
Citizenship: South African
Business Address: 28 Harrison Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Director, AAC;
Managing Director, Anglo American Platinum Corporation
Limited (Platinum investment company)
</TABLE>
Page 18 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: A.D. Deuchar (Executive Director)
Citizenship: Australian
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director and Group Deputy Technical Director
Metallurgy, AAC
Name: J. F. Drysdale (Alternate Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director, AAC
Name: C.T. Elphick (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Director, AAC;
Director, E. Oppenheimer & Son (Pty) Ltd (Investment
holding company)
Name: D.M.L. Farrv (Assistant Secretary)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Assistant Secretary, AAC
Name: D.G.K. Fish (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director and Finance Director, New Mining
Business Division, AAC
Name: R.M. Godsell (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director and Chief Executive, Anglogold
</TABLE>
Page 19 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: M.J. Henrey (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director & Director, E. Oppenheimer and Son (Pty)
Limited (Investment holding firm)
Name: G.M. Holford (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director & Finance Manager, Financial
Management and Consulting Services, AAC
Name: J.A. Holmes (Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Director, AAC
Name: K.M. Hosking (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director, AAC;
Managing Director, Anglo American Farms Limited
(Farming company)
Name: J.C.L. Keswick (Director)
Citizenship: United Kingdom
Business Address: 41 Tower Hill
London EC3N 4HA, England
Principal Occupation: Director, AAC;
Chairman, Hambros Bank Limited;
Director, De Beers and Centenary
Name: M.G. Khumalo (Director)
Citizenship: South African
Business Address: Consolidated Building, Fox Street
Johannesburg 2001, South Africa
Principal Occupation: Director, AAC
</TABLE>
Page 20 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: G.G.L. Leissner (Alternate Director)
Citizenship: South African
Business Address: First Floor, 11 Diagonal Street
Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director, AAC;
Managing Director, Anglo American Property Services
(Proprietary) Limited (Property development and
administration company);
Director and Chairman, Anglo American Properties Limited
(Property investment company)
Name: R.H. Lloyd (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg 2001
Republic of South Africa
Principal Occupation: Alternate Director and Manager Human Resources, AAC
Name: N. Mayer (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director and Group Deputy Technical Director,
Projects, AAC
Name: R.G. Mills (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director and Group Deputy Technical Director -
Mining, AAC
Name: K.K. Mpinga (Alternate Director)
Citizenship: Democratic Republic of Congo
Business Address: 44 Main Street, Johannesburg 2001
Republic of South Africa
Principal Occupation: Alternate Director and Manager, New Business -
New Mining Business Division, AAC
</TABLE>
Page 21 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: W.A. Nairn (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg 2001
Republic of South Africa
Principal Occupation: Executive Director, AAC
Name: G.R. Pardoe (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director responsible for financial control, AAC;
Director, Anglo American Platinum Corporation Limited
("Amplats");
Director, The Southern Life Association Limited (life
insurance)
Name: G.M. Ralfe (Director)
Citizenship: South African
Business Address: 17 Charterhouse Street
London EC1N 6RA England
Principal Occupation: Managing Director, De Beers and Centenary.
Name: M.C. Ramaphosa (Director)
Citizenship: South African
Business Address: Fulham House, Hampton Park, 20 Georgian Crescent,
Bryanston 2194, Republic of South Africa.
Principal Occupation: Director, AAC;
Director & Deputy Executive Chairman, New Africa
Investments Limited (finance company);
Director & Chairman, Johnnies Industrial Corporation
Limited (investment company)
Name: A.E. Redman (Alternate Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg 2001
Republic of South Africa
Principal Occupation: Alternate Director, AAC;
Director & Managing Director, Amcoal
</TABLE>
Page 22 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: C.J. Saunders (Director)
Citizenship: South African
Business Address: The Tongaat-Hulett Group Ltd., Main Avenue,
Maidstone, 4380, Republic of South Africa
Principal Occupation: Executive Chairman, The Tongaat-Hulett Group Limited
(Industrial processing company);
Director, Amic
Name: M.W. Spicer (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director and Public Affairs Consultant, AAC
Name: B.A. St. John
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director and Finance Manager, Corporate and
International Finance Department, AAC
Name: C.L. Sunter (Executive Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director and Chairman, Corporate Affairs, AAC;
Director, Amgold
Name: P.M. Weinmann (Group Accountant)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg 2001
Republic of South Africa
Principal Occupation: Group Accountant, AAC
Name: R.M. Whyte
Citizenship: British
Business Address: 44 Main Street, Johannesburg 2001
Republic of South Africa
Principal Occupation: Alternate Director and Consulting Engineer, AAC
</TABLE>
Page 23 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: R.S. Wicks
Citizenship: British
Business Address: 44, Main Street, Johannesburg 2001
Republic of South Africa
Principal Occupation: Alternate Director and Senior Marketing Director;
Marketing Director, Coal Division, AAC
Name: K.H. Williams (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Director, AAC and Executive Director, Amgold
Name: C.W.P. Yates (Alternate Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director and Finance Manager, Corporate and
International Finance Department, AAC
</TABLE>
IV. The following table sets forth certain information concerning each of the
Directors and other Officers of Centenary.
The following list sets forth the names of the Chairman and certain Directors of
Centenary and the sections of this Annex "A" in which other information
concerning them is set out, to which sections reference is hereby made:
N.F. OPPPENHEIMER (Director and Chairman) SECTION I
J. OGILVIE THOMPSON (Director and Deputy Chairman) SECTION I
J.W. CAMPBELL (Director) SECTION III
J.C.L. KESWICK (Director) SECTION III
G.M. RALFE (Director) SECTION III
Name: B. Ainsley (Director)
Citizenship: British
Business Address: 55 Marshall Street, Johannesburg 2001
Republic of South Africa
Principal Occupation: Director & Manager - Operations, De Beers
Page 24 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: G.F.H. Burne (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London, England EC 1N 6RA
Principal Occupation: Director, DeBeers Canada Corporation, Vancouver
Name: T.W.H. Capon (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London EC1N 6RA, England
Principal Occupation: Member of the Executive Committee, The Central Selling
Organisation
Name: R.M. Crawford (Director)
Citizenship: South African
Business Address: 44 Main Street
Johannesburg, 2001
Republic of South Africa
Principal Occupation: Director, De Beers
Name: R. Edwards (Director)
Citizenship: British
Business Address: 55 Marshall Street, Johannesburg 2001
Republic of South Africa
Principal Occupation: Director & Manager - Geology, De Beers
Name: L.A. Lincoln (Director)
Citizenship: South African
Business Address: Langensandstrasse 27
CH 6000 Lucerne 14
Switzerland
Principal Occupation: Director, De Beers and Centenary
Name: G.P.K. Kell (Director)
Citizenship: South African
Business Address: De Beers House, Cnr Amethyst St & Crownwood Rd,
Theta, Johannesburg 2013, Republic of South Africa
Principal Occupation: Finance Director, De Beers;
Director, Centenary
Name: B. Marole (Director)
Citizenship: Motswana
Business Address: Private Bag 0018, Gaborone
Botswana
Principal Occupation: Permanent Secretary, Ministry of Mineral Resources and
Water Affairs, Botswana
</TABLE>
Page 25 of 28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: O.K. Matambo (Director)
Citizenship: Motswana
Business Address: Private Bag 008, Gaborone
Botswana
Principal Occupation: Permanent Secretary, Ministry of Finance and Development
Planning, Botswana
Name: A.E. Oppenheimer (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London EC1N 6RA
Principal Occupation: President, The Central Selling Organisation
Name: J.P. Pudney (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London, England EC1N 6RA
Principal Occupation: Member of Executive Committee, The Central Selling
Organisation
Name: G.W.H. Relly (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg 2001
Principal Occupation: Director, De Beers
Name: N.P. Wisden (Director)
Citizenship: British
Business Address: 17 Charterhouse Street, London, England EC1N 6RA
Principal Occupation: Member of the Executive Committee, The Central Selling
Organisation
</TABLE>
V. The following table sets forth certain information concerning each of the
Directors and other Officers of De Beers.
The following list sets forth the names of the Chairman and certain Directors of
De Beers and the sections of this Annex A, to which sections reference is hereby
made:
N.F. OPPENHEIMER (Director and Chairman) SECTION I
J. OGILVIE THOMPSON (Director and Deputy Chairman) SECTION I
B. AINSLEY (Director) SECTION IV
G.F.H. BURNE (Director) SECTION IV
J.W. CAMPBELL (Director) SECTION III
Page 26 of 28
<PAGE>
T.W.H. CAPON (Director) SECTION IV
R.M. CRAWFORD (Director) SECTION IV
R. EDWARDS (Director) SECTION IV
G.P.K. KELL (Director) SECTION IV
J.C.L. KESWICK (Director) SECTION III
L.A. LINCOLN (Director) SECTION IV
B. MAROLE (Director) SECTION IV
O.K. MATAMBO (Director) SECTION IV
A.E. OPPENHEIMER (Director) SECTION IV
J.P. PUDNEY (Director) SECTION IV
G.M. RALFE (Director) SECTION III
G.W.H. RELLY (Director) SECTION IV
N.P. WISDEN (Director) SECTION IV
Page 27 of 28
<PAGE>
EXHIBIT B
AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13D
The undersigned agree as follows:
(i) each of them is individually eligible to use the Schedule 13D to
which this Exhibit is attached, and such Schedule 13D is filed on behalf of each
of them; and
(ii) each of them is responsible for the timely filing of such Schedule
13D and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original but all of which, taken together, shall
constitute one and the same instrument.
Dated: October 15, 1998
TAURUS INVESTMENTS S.A.
By: /s/ N. Jordan
---------------------------------
Name: N. Jordan
Title: Secretary
MINORCO
By: /s/ N. Jordan
---------------------------------
Name: N. Jordan
Title: Secretary
Page 28 of 28
