As filed with the Securities and Exchange Commission on March 2, 1999
Registration No. 333-[ ]
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Identification No.)
incorporation or organization)
101 Wood Avenue
Iselin, New Jersey 08830
(732) 205-5000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Arthur A. Dornbusch, II
Vice President, 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)
-------------------
Copy to:
James J. Clark, Esq. Joel S. Klaperman, Esq.
Cahill Gordon & Reindel Shearman & Sterling
80 Pine Street 599 Lexington Avenue
New York, NY 10005-1702 New York, NY 10022-6069
(212) 701-3000 (212) 848-4000
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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.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
<PAGE>
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. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate Offering Registration
Share(l) Price(1) Fee(1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 per 28,000,000
share(2) shares $17.84 $499,520,000 $138,900
==============================================================================================================
</TABLE>
(1) The proposed maximum offering price per share and in the aggregate have
been estimated solely for the purposes of computing the registration fee.
Pursuant to Rule 457(c), the registration fee has been calculated based on
the average of the high and low prices for the Common Stock of Engelhard
Corporation on February 26, 1999, as reported on the New York Stock
Exchange Composite Tape.
(2) Includes an equal number of Common Stock Rights. Since no separate
consideration is paid for the Rights, the registration fee is included in
the fee for the Common Stock.
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 Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
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Information in this prospectus is not complete and may be changed. We may not
sell these secutities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not a solicitation of an offer to buy these
securities in any jurisdiction where the offer and sale is not permitted.
PROSPECTUS
(Subject To Completion Dated March 2, 1999)
28,000,000 Shares
Engelhard Corporation
Common Stock
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The selling stockholder identified in this prospectus is offering all of the
shares of common stock of Engelhard Corporation to be sold in the offering. See
"The Selling Stockholder." We will not receive any proceeds from the offering.
Our common stock is traded on the New York Stock Exchange under the symbol "EC."
On February 26, 1999, the last reported sale price for our common stock was
$17 13/16 per share.
You should read this prospectus and the appropriate prospectus supplement before
you invest.
-----------------
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
-----------------
, 1999
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You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement. We
have not, and the underwriters and selling stockholder have not, authorized any
other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We are
not, and the underwriters and selling stockholder are not, making an offer to
sell these securities in any jurisdiction except where the offer or sale is
permitted. You should not assume that the information contained or incorporated
by reference in this prospectus and in any accompanying prospectus supplement is
accurate as of any date other than the date on the front cover of the documents.
Our business, financial condition, results of operations and prospects may have
changed since the applicable date.
TABLE OF CONTENTS
Page
Where You Can Find More Information..................................... 2
The Company............................................................. 4
Use of Proceeds......................................................... 5
The Selling Stockholder................................................. 5
Description of Capital Stock............................................ 5
Plan of Distribution.................................................... 9
Legal Matters........................................................... 10
Experts................................................................. 10
In this prospectus the "Company," "Engelhard," "we," "our," and "us" refer
to Engelhard Corporation and its consolidated subsidiaries and "Minorco" and
"selling stockholder" refer to Minorco.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). You
can inspect and copy these reports, proxy statements and other information at
the public reference facilities of the Commission, in Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; 7 World Trade Center, Suite 1300, New
York, New York 10048; and Suite 1400, Citicorp Center, 500 W. Madison Street,
Chicago, Illinois 60661-2511. You can also obtain copies of these materials from
the public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Please call the Commission at
1-800-SEC-0330 for further information on the public reference rooms. The
Commission also maintains a web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission (http://www.sec.gov). You can inspect reports
and other information we file at the office of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
We have filed a registration statement and related exhibits with the
Commission under the Securities Act of 1933, as amended (the "Securities Act").
The registration statement contains additional information about us and our
common stock. You may inspect the registration statement and exhibits without
charge at the office of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and you may obtain copies from the Commission at prescribed rates.
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The Commission allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
Commission will automatically update and supersede this information. We
incorporate by reference the following documents we filed with the Commission
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):
- Annual Report on Form 10-K for the year ended December 31, 1997.
- Quarterly reports on Form 10-Q for the quarters ended March 31, June
30, and September 30, 1998.
- Current Reports on Form 8-K filed with the Commission on October 29,
1998 and March 2, 1999.
- All documents filed by us with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and before the termination of this offering.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Investor Relations
Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830
(732) 205-5000
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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. 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, South Africa 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 processes; 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.
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 and for managing the precious and
base metals requirements of the Company. 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 the refining of precious
metals.
Engelhard was organized under the laws of Delaware in 1938. The Company's
principal executive offices are located at 101 Wood Avenue, Iselin, New Jersey
08830, and its telephone number is (732) 205-5000.
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USE OF PROCEEDS
The common stock is being sold by the selling stockholder for its own
account and we will not receive any of the proceeds from the sale of the selling
stockholder's common stock.
THE SELLING STOCKHOLDER
The common stock is being sold by Minorco, which through Taurus Investments
S.A., a wholly-owned subsidiary of Minorco, holds 45,943,494 shares of common
stock of Engelhard, representing approximately 32% of the outstanding voting
securities of Engelhard. In addition, Mr. Henry R. Slack, Chief Executive
Officer of Minorco, and Mr. Anthony W. Lea, Executive Director of Minorco, each
of whom is a director of Engelhard, have ceded to Minorco shares of common stock
and options to acquire shares of common stock of Engelhard awarded to them for
their service as directors of Engelhard.
Engelhard has agreed to purchase all of the shares of common stock owned by
Minorco but not sold pursuant to the registration statement of which this
prospectus is a part (not to exceed 19,943,494 shares) at a purchase price equal
to the lesser of $18.90 per share or the offering price less the underwriting
commissions paid by Minorco. Engelhard has also agreed to purchase the shares
awarded to Mr. Slack and Mr. Lea and to settle any "in-the-money" vested options
on equivalent terms. Minorco has agreed to compensate Engelhard for costs and
other expenses incurred in connection with the offering and Engelhard's purchase
of the shares owned by Minorco. After completion of the offering and the
purchase, Minorco will not own any shares of common stock of Engelhard.
DESCRIPTION OF CAPITAL STOCK
The following summary of certain provisions of the Company's capital stock
and shareholder rights plan describes all material provisions of, the Company's
Restated Certificate of Incorporation and the Rights Agreement dated as of
October 1, 1998 between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Agreement"). This summary, however, is not
complete and is subject to and qualified by reference to the Restated
Certificate of Incorporation and the Rights Agreement, copies of which have been
filed as exhibits to the Registration Statement of which this prospectus is a
part and by the provisions of applicable law.
General
The Company is authorized to issue 350,000,000 shares of common stock, par
value $1.00 per share (the "Common Stock"), and 5,000,000 shares of preferred
stock, without par value (the "Preferred Stock"). All outstanding shares of
Common Stock are fully paid and non-assessable. As of January 31, 1999, there
were 144,645,642 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.
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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 Common Stock is listed on the following stock exchanges: New York,
Chicago (options), London and the Swiss Electronic Bourse. 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.
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 in an exchange or payment for 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
shareholders other than any 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 any 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 fewer 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 shareholders 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.
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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 shareholders, and may render more difficult or 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 shareholders 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 shareholder 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.
Shareholder Rights Plan
On October 1, 1998, the Board of Directors of the Company declared a
dividend distribution of one Right for each outstanding share of Common Stock.
The distribution was payable to holders of record on November 13. 1998 (the
"Record Date"). Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Participating Preferred
Stock (the "Series A Preferred Stock"), at a price of $100 per one
one-thousandth of a share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in the Rights Agreement.
Until the earlier to occur of (i) ten calendar days following the date (the
"Share Acquisition Date") of the public announcement that a person or group of
affiliated or associated persons, subject to certain exceptions (an "Acquiring
Person") acquired, or obtained the right to acquire, beneficial ownership of
Common Stock or other voting securities (the "Voting Stock") that have 15% or
more of the voting power of the shares of Voting Stock outstanding or (ii) ten
calendar days following the commencement or announcement of an intention to make
a tender offer or exchange offer the consummation of which would result in such
person or group acquiring, or obtaining the right to acquire, beneficial
ownership of Voting Stock having 15% or more of the voting power of the
outstanding shares of Voting Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Company's Common Stock certificates outstanding as of the Record Date, by such
Common Stock certificates. The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the
Company's Common Stock. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued after the Record
Date upon transfer or new issuance of the Company's Common Stock will contain a
notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of the Company's Common Stock certificates
outstanding as of the record date will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate. As soon
as practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Company's Common Stock as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights. The Rights
Agreement provides that, as defined therein, the term "Acquiring Person" shall
not include Minorco, its affiliates or associates, or a transferee designated by
Minorco (each, a "Minorco Entity") as long as they are the beneficial owner of
less than 33% of the Voting Stock then outstanding (which amount shall be
reduced upon dispositions by any Minorco Entity).
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The Rights are not exercisable until the Distribution Date and will expire
at the close of business on October 1, 2008, unless earlier redeemed or
exchanged by the Company as described below.
The Purchase Price payable, and the number of shares of Series A Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment to prevent dilution in the event of certain actions taken
by the Company.
In the event that a Person becomes an Acquiring Person, each holder of a
Right will thereafter have the right to receive, upon exercise, in lieu of
shares of Series A Preferred Stock, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to two
times the Purchase Price of the Right. Notwithstanding any of the foregoing,
following the occurrence of the event set forth in this paragraph, all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and void.
If the Company is acquired in a merger or other business combination or 50%
or more of its assets or earning power is sold or transferred, each holder of a
Right shall thereafter have the right to receive, upon exercise, common stock of
the acquiring company, at the time of such transaction, having a value equal to
two times the Purchase Price of the Right.
Under certain circumstances, after a person becomes an Acquiring Person,
the Board of Directors may exchange the Rights (other than Rights owned by the
Acquiring Person, which shall have become void), in whole or in part, at an
exchange ratio of one share of Common Stock (or a fraction of a share of Series
A Preferred Stock having the same market value) per Right (subject to
adjustment).
At any time prior to 5:00 P.M. New York City time on the tenth calendar day
following the Share Acquisition Date, the Company may redeem the Rights in
whole, but not in part, at a price of $.001 per Right (the "Redemption Price").
Under certain circumstances set forth in the Rights Agreement, the decision to
redeem shall require that there be Independent Directors (as defined in the
Rights Agreement) in office and that a majority of the Independent Directors
concur in such decision. Immediately upon the action of the Board of Directors
of the Company electing to redeem the Rights with, if required, the concurrence
of the Independent Directors, the Company shall make announcement thereof, and
upon such action, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised or exchanged, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company since the Board of Directors
may, at its option, at any time prior to the time a person has become an
Acquiring Person, redeem all the then outstanding Rights at the Redemption
Price.
Directors' Liability and Indemnification of Directors and Officers
The Company's Restated Certificate of Incorporation, as amended, provides
that no director of the Company will be held personally liable to the Company or
its shareholders for monetary damages of any kind for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loy-
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alty 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 in violation of Section 174 of the Delaware General Corporation
Law ("DGCL"), 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 shareholders (including through shareholders' 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 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, officer, employee or agent 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 Company 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 Board of Directors, provide
indemnification to such of the employees and agents of the Company to such
extent and to such effect as the Board of Directors determines to be appropriate
and authorized by the DGCL.
PLAN OF DISTRIBUTION
The selling stockholder or its pledgees, donees, transferees or other
successors in interest may offer shares of our common stock from time to time
pursuant to this prospectus, depending on market conditions and other factors,
in one or more transactions on the New York Stock Exchange or other national
securities exchanges on which our common stock is traded, in the
over-the-counter market or otherwise, at market prices prevailing at the time of
sale, at negotiated prices or at fixed prices. Common stock may be offered in
any manner permitted by law, including through underwriters, licensed brokers,
dealers or agents, and directly to one or more purchasers.
Sales of common stock may involve:
- sales to underwriters who will acquire shares of common stock for
their own account and resell them in one or more transactions at fixed
prices or at varying prices determined at time of sale;
- block transactions in which the broker or dealer so engaged may sell
shares as agent or principal;
- purchases by a broker or dealer as principal who resells the shares
for its account;
- an exchange distribution in accordance with the rules of any such
exchange;
- ordinary brokerage transactions and transactions in which a broker
solicits purchasers; and
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- privately negotiated sales, which may include sales directly to
institutions.
Brokers and dealers will receive customary compensation in the form of
underwriting discounts, concessions or commissions from the selling stockholder
and/or purchasers of our common stock in respect of transactions described above
(other than privately negotiated sales). The selling stockholder and any broker
or dealer that participates in the distribution of common stock may be deemed to
be underwriters and any commissions received by them and any profit on the
resale of our common stock purchased by a broker or dealer may be deemed to be
underwriting discounts and commissions under the Securities Act. In the event
the selling stockholder engages an underwriter in connection with the sale of
our common stock, to the extent required, a prospectus supplement will be
distributed, which will set forth the number of shares of common stock being
offered and the terms of the offering, including the names of the underwriters,
any discounts, commissions and other items constituting compensation to
underwriters, dealers or agents, the public offering price and any discounts,
commissions or concessions allowed or reallowed or paid by underwriters to
dealers.
In addition, the selling stockholder may, from time to time, sell shares in
transactions under Rule 144 promulgated under the Securities Act.
Certain of the underwriters, brokers, dealers or agents and their
associates may engage in transactions with and perform other services for
Engelhard Corporation in the ordinary course of their business for which they
receive customary compensation.
LEGAL MATTERS
Cahill Gordon & Reindel (a partnership including a professional
corporation) of New York, New York, will issue an opinion about certain legal
matters with respect to the common stock for Engelhard. Shearman & Sterling of
New York, New York will pass upon certain legal matters for the underwriters, if
any.
EXPERTS
Our consolidated financial statements as of December 31, 1997 and December
31, 1996 and for each of the three fiscal years in the period ended December 31,
1997, which are incorporated by reference herein from our Annual Report on Form
10-K for the year ended December 31, 1997 have been audited by
PricewaterhouseCoopers L.L.P., independent auditors, as stated in their report,
which is also incorporated by reference herein, and have been so included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, incurred in connection with the sale of
common stock being registered (all amounts are estimated (on the assumption that
all shares will be sold in a single transaction), except the SEC registration
fee). The selling stockholder will bear all expenses incurred in connection with
the sale of the common stock being registered hereby.
SEC registration fee.............................................. $138,900
Printing and engraving expenses................................... 30,000
Legal fees and expenses........................................... 200,000
Accounting fees and expenses...................................... 70,000
Blue Sky fees and expenses........................................ 5,000
Miscellaneous..................................................... 6,100
=========
Total.................................................... $450,000
=========
Item 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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, as amended, provides that no
director of the Registrant will be held personally liable to the Registrant or
its shareholders for monetary damages of any kind for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant 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 in violation of Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an 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.
Reference is made to the Exhibit Index filed as a part of this Registration
Statement.
II-1
<PAGE>
Item 17. UNDERTAKINGS.
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(c) 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.
provided, however, that paragraphs 1(a) and 1(b) do not apply if the
Registration Statement is on Form S-3 or S-8 and the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the Securities
Act, 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 which remain unsold at the termination of
the offering.
4. That, for purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act 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.
5. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant, pursuant to the provisions described under Item 15, 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 and is, therefore,
II-2
<PAGE>
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 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Iselin, State of New Jersey, on March 2, 1999.
ENGELHARD CORPORATION
By: /s/ Thomas P. Fitzpatrick
----------------------------------
Name: Thomas P. Fitzpatrick
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Chairman, Chief Executive Officer and Director March 2, 1999
- --------------------------------- (Principal Executive Officer)
Name: Orin R. Smith
/s/ Thomas P. Fitzpatrick Senior Vice President and Chief Financial March 2, 1999
- --------------------------------- Officer (Principal Financial Officer)
Name: Thomas P. Fitzpatrick
/s/ David C. Wajsgras Controller March 2, 1999
- --------------------------------- (Principal Accounting Officer)
Name: David C. Wajsgras
* Director March 2, 1999
- ---------------------------------
Name: Linda G. Alvarado
* Director March 2, 1999
- ---------------------------------
Name: Marion H. Antonini
* Director March 2, 1999
- ---------------------------------
Name: Anthony W. Lea
* Director March 2, 1999
- ---------------------------------
Name: William R. Loomis, Jr.
* Director March 2, 1999
- ---------------------------------
Name: James V. Napier
II-4
<PAGE>
* Director March 2, 1999
- ---------------------------------
Name: Norma T. Pace
* Director March 2, 1999
- ---------------------------------
Name: Barry W. Perry
* Director March 2, 1999
- ---------------------------------
Name: Reuben F. Richards
* Director March 2, 1999
- ---------------------------------
Name: Henry R. Slack
* Director March 2, 1999
- ---------------------------------
Name: Douglas G. Watson
*By: /s/ Arthur A. Dornbusch, II
--------------------------------
Arthur A. Dornbusch, II
Attorney-in-fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
4.1 Rights Agreement, dated as of October 1, 1998, between Engelhard
Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent
(incorporated by reference to Form 8-K filed with the Securities and
Exchange Commission on October 29, 1998).
4.2 Restated 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).
4.3 By-laws of the Company as amended September 17, 1981 (incorporated by
reference to Form 10-Q for the quarter ended September 30, 1981).
4.4 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).
4.5 Article XVII of the Company'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).
4.6 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).
4.7 Certificate of Amendment to the Restated Certificate of Incorporation of
the Company (incorporated by reference to Form 10-Q for the quarter ended
May 14, 1996).
4.8 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).
4.9 Article II of the Company's By-laws as amended on December 17, 1998
(incorporated by reference to the Form S-8 registration statement filed on
January 29, 1999).
5.1 Opinion of Cahill Gordon & Reindel.
23.1 Consent of PricewaterhouseCoopers.
23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1).
24.1 Powers of Attorney.
Exhibit 5.1
Cahill Gordon & Reindel
Eighty Pine Street
New York, NY 10005
March 2, 1999
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 28,000,000 shares of the Company's
common stock, par value $1.00 per share (the "Common Stock").
We advise you that, in our opinion, the Common Stock has been duly
authorized and validly issued and is 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
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement of Engelhard Corporation and Subsidiaries on Form S-3 of our report
dated February 5, 1998, on our audit of the consolidated financial statements of
Engelhard Corporation and Subsidiaries as of December 31, 1997 and 1996, and for
each of the three years in the period ended December 31, 1997, which report is
included in Engelhard Corporation and Subsidiaries' Annual Report on Form 10-K
for the year ended December 31, 1997. We also consent to the reference to our
firm under the captions "Experts."
Pricewaterhouse Coopers L.L.P.
New York, New York
March 1, 1999
Exhibit 24.1
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 of 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 the sale of
equity securities of the Company to be sold 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 11th day of February, 1999.
/s/ Orin R. Smith
<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 of 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 the sale of
equity securities of the Company to be sold 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 11th day of February, 1999.
/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 of 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 the sale of
equity securities of the Company to be sold 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 16th day of February, 1999.
/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 of 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 the sale of
equity securities of the Company to be sold 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 11th day of February, 1999.
/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 of 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 the sale of
equity securities of the Company to be sold 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 16th day of February, 1999.
/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 of 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 the sale of
equity securities of the Company to be sold 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 11th day of February, 1999.
/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 of 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 the sale of
equity securities of the Company to be sold 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 11th day of February, 1999.
/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 of 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 the sale of
equity securities of the Company to be sold 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 11th day of February, 1999.
/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 of 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 the sale of
equity securities of the Company to be sold 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 11th day of February, 1999.
/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 of 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 the sale of
equity securities of the Company to be sold 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 11th day of February, 1999.
/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 of 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 the sale of
equity securities of the Company to be sold 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 11th day of February, 1999.
/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 of 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 the sale of
equity securities of the Company to be sold 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 11th day of February, 1999.
/s/ Douglas G. Watson
