SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
March 2, 1999
(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) 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 45,967,680 Common Shares
Shares
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power By Subsidiary 45,967,680 Common
Reporting Shares
Person With (10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
45,967,680 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) 32.1%
(14) Type of Reporting Person (See Instructions) CO
<PAGE>
(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 45,967,680 Common Shares
Shares
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power 45,967,680 Common Shares
Reporting
Person With (10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
45,967,680 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) 32.1%
(14) Type of Reporting Person (See Instructions) CO
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 9 to the Schedule 13D, dated June 8, 1981,
of Minerals and Resources Corporation (as amended by Amendments Nos.1 through 8,
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:
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 37.9% 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 mining and
investment company. Approximately 29.8% of the capital stock of Centenary and
approximately 33.5% of the capital stock of De Beers is owned, directly or
through subsidiaries, by Anglo American. De Beers owns approximately 10.9% 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, chief executive and a director of Minorco, and a director of EC and
AAC, have indirect partial interests in approximately 9% of the outstanding
shares of AAC, and approximately 6% of the outstanding shares of Minorco.
The names of the directors and executive officers of Minorco,
Taurus, AAC, De Beers and Centenary are set forth in Annex A.
<PAGE>
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. 9.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to Rule 13d-2(c) of the Act, Item 3 is not being
amended pursuant to this Amendment No. 9.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended in its entirety
to read as follows:
"EC and Minorco have announced that they have entered into a
Stock Purchase and Registration Rights Agreement dated March 2, 1999 (the
"Purchase Agreement"), a copy of which is attached as Exhibit C, pursuant to
which Minorco intends to dispose of its 45,967,680 shares of EC common stock.
EC has agreed to purchase from Minorco a minimum of
17,943,680 shares of common stock of EC held by Minorco at a price equal to the
lower of $18.90 per share and the price per share in the Offering described
below multiplied by 0.96. In addition, EC will make certain cash payments to
Minorco in consideration for certain options and bonus shares granted to
executives of Minorco who serve on the board of EC. EC has also agreed to
support with its best efforts the sale of 26,000,000 shares of EC common stock
owned by Minorco through an underwritten public secondary offering. The Offering
is expected to be completed by the middle of April, 1999. In the Offering, the
underwriters will have an over-allotment option to sell an additional 2,000,000
shares of EC common stock. Any of such 2,000,000 shares not sold by the
underwriters
<PAGE>
pursuant to the over-allotment option will be purchased by EC. Minorco will pay
EC $40,000,000 in respect of direct and indirect expenses in connection with the
transactions contemplated by the Purchase Agreement. EC and Minorco have agreed
to provide to each other customary indemnification with respect to the Offer.
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:
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 7,593 shares of common stock of EC awarded under EC's stock bonus
plan for non-employee directors and options to acquire 4,500 shares of EC, each
of which have been ceded to Minorco.
(2) Excludes 7,593 shares of common stock of EC awarded under EC's stock bonus
plan for non-employee directors and options to acquire 4,500 shares of EC, each
of which have been ceded to Minorco, of which 3,796 are unvested.
As of the date hereof, Taurus beneficially owns 45,967,680
shares of common stock of EC, which includes the shares of common stock of EC
that Messrs. Slack and Lea have the right to acquire that have been ceded to
Minorco, and, represent 32.1% of the total number of outstanding shares of that
class, based upon the number of outstanding shares of common stock as of October
30, 1998 as reported in the Form 10-Q of EC for the quarterly period ended
September 30, 1998.
(b) All of the shares of EC owned by 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) Except as referred to in Item 8, 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
<PAGE>
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.
To effect the transactions referred to in Item 4, Minorco and
EC have entered into a definitive Stock Purchase and Registration Rights
Agreement, dated as of March 2, 1999, and attached Exhibit C. A copy of
Minorco's press release announcing the transactions described in Item 4 is at
Exhibit D.
"None"
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to add the
following exhibits:
Exhibit C Stock Purchase and Registration Rights
Agreement, dated March 2, 1999.
Exhibit D Press Release issued by Minorco,
dated March 2, 1999.
<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: March 2, 1999
<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:
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); Non-Executive
Director, AngloGold Ltd ("AngloGold") (a
public gold 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: Vice President, Exploration, Minorco
Name: Edward G. Beimfohr (Director)
Citizenship: United States of America
Business Address: 320 Park Avenue
<PAGE>
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 & Secretary to the London
Executive
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
Name: K.R. Farrell (Controller)
Citizenship: British
Business Address: 9 rue Sainte Zithe
<PAGE>
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
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;
Non-Executive Director, AngloGold
Name: Anthony W. Lea (Executive Director)
Citizenship: South African
<PAGE>
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Executive Director, Minorco;
Director, AAC;
Director, 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; Non-Executive Chairman, AngloGold
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
<PAGE>
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: 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
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
<PAGE>
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; Non-Executive Director,
AngloGold
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
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 - Sao Paulo - SP, Brazil
Principal Occupation: Executive Director, Minorco
II. The following table sets forth certain information concerning each of the
Directors and Officers of Taurus Investments.
<PAGE>
The following list sets forth the names of certain Directors and Officers of
Taurus Investments 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
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
<PAGE>
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
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);
<PAGE>
Director and Chairman, Anglo American Coal
Corporation Limited ("Amcoal"); Director, De
Beers & Centenary; Non-Executive Director,
AngloGold
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)
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
<PAGE>
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
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)
<PAGE>
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
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
<PAGE>
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
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
<PAGE>
Republic of South Africa
Principal Occupation: Alternate Director, AAC;
Director & Managing Director, Amcoal
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 and 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
<PAGE>
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
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. OPPENHEIMER (Director and Chairman) SECTION I
J. OGILVIE THOMPSON (Director and Deputy Chairman) SECTION I
J.W. CAMPBELL (Director) SECTION III
R.M. CRAWFORD (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
Name: G.F.H. Burne (Director)
Citizenship: British
Business Address: Suite 1508, 999 West Hastings Street
Vancouver, British Columbia V6C 2W2
Canada
Principal Occupation: Director, De Beers Canada Corporation, Vancouver
<PAGE>
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: 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
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: B. Marole (Director)
Citizenship: Motswana
Business Address: Private Bag 0018, Gaborone
Botswana
Principal Occupation: Permanent Secretary, Ministry of Mineral
Resources and Water Affairs, Botswana
<PAGE>
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: 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
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
T.W.H. CAPON (Director) SECTION IV
<PAGE>
R.M. CRAWFORD (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
Name: L.G. Nchindo (Director)
Citizenship: Motswana
Business Address: Debswana House, PO Box 329
Gaborone, Bostwana
Principal Occupation: Managing Director of Debswana Diamond Company
(Proprietary) Limited
<PAGE>
Exhibit C
STOCK PURCHASE AND REGISTRATION RIGHTS
AGREEMENT
This STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT dated
as of March 2, 1999 between ENGELHARD CORPORATION, a Delaware corporation (the
"Company"), and MINORCO, a company organized under the laws of Luxembourg (the
"Stockholder"),
W I T N E S S E T H:
WHEREAS, Stockholder through its wholly owned subsidiary
Taurus Investments S.A. ("Taurus") currently holds 45,943,494 shares (the
"Stockholder Shares") of common stock, par value $1.00 per share, of the Company
(the "Common Stock") aggregating 31.8% of the voting power of the Common Stock;
WHEREAS, Messrs. Henry R. Slack and Anthony W. Lea, executive
officers of the Stockholder who serve on the Board of Directors of the Company
("Stockholder Executives"), have been (i) granted stock options to purchase an
aggregate of 9,000 shares of Common Stock pursuant to the Company's Directors
Stock Option Plan (the "Options"), (ii) granted an aggregate of 11,389 shares of
Common Stock pursuant to the Company's Stock Bonus Plan for Non-Executive
Directors, which have tentatively vested (the "Bonus Shares"), and (iii) awarded
deferred Common Stock units, subject to shareholder approval of the Company's
Deferred Stock Plan for Non-employee Directors, which units will be settled by
delivering an equivalent number of shares of Common Stock (the "Deferred
Shares") following termination of service on the Board, provided shareholder
approval is obtained;
WHEREAS, Stockholder has agreed to sell to the Company and
the Company has agreed to purchase from Stockholder 17,943,494 shares of Common
Stock and to make certain payments to Stockholder in respect of the Options, the
Bonus Shares, and the Deferred Shares in full extinguishment and satisfaction of
all rights of the Stockholder Executives and the Stockholder in such Options,
Bonus Shares and Deferred Shares;
WHEREAS, the Company has agreed to file with the Commission
(as herein defined) a registration statement on Form S-3 relating to 26,000,000
shares of Common Stock held by Stockholder, and to support the sale of such
shares of Common Stock through an underwritten public offering as set forth
herein (the "Offering");
<PAGE>
WHEREAS, as part of such Offering Stockholder has agreed to offer
the several underwriters an option to purchase an additional 2,000,000 shares of
Stockholder's Common Stock to cover any over-allotments (the "Over-Allotment
Option");
WHEREAS, the Company has agreed to purchase any of such 2,000,000
shares of Common Stock not sold pursuant to the Over-Allotment Option; and
WHEREAS, Stockholder has agreed to compensate the Company for
certain costs and expenses incurred and to be incurred by the Company in
conjunction with the transactions contemplated herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the parties heretofore agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. For the purposes of this Agreement,
the following terms shall have the following meanings:
"Agreement" means this Agreement, as amended or supplemented from
time to time in accordance with its terms.
"Bonus Shares" has the meaning set forth in the Recitals.
"Closing of the Offering" means the first purchase of shares of
Common Stock by the Underwriters from the Stockholder pursuant to the
Underwriting Agreement to be entered into in connection with the Offering.
"Commission" means the Securities and Exchange Commission.
"Common Stock" has the meaning set forth in the Recitals.
"Company" has the meaning set forth in the Preamble.
"Encumbrance" means security interest, mortgage, lien, charge,
encumbrance on property, adverse claim or restriction of any kind.
"Expense Payment" has the meaning set forth in Section 2.02.
"First Closing" shall mean the closing of the transactions
referred to in Section 2.01(a)(i) and shall occur contemporaneously with the
Closing of the Offering.
"First Closing Date" shall mean the date on which the First
Closing occurs
<PAGE>
"1933 Act" means the Securities Act of 1933, as amended.
"Offering" has the meaning set forth in the Recitals.
"Officer's Certificate" means a certificate of the Company or
Stockholder, as applicable, executed by the Chief Executive Officer, President,
any Vice President, Treasurer or Controller of such entity.
"Options" has the meaning set forth in the Recitals.
"Over-Allotment Option" has the meaning set forth in the
Recitals.
"Person" means an individual, a partnership, a joint venture, a
corporation, an association, a trust, or any other entity or organization.
"Prospectus" has the meaning set forth in Section 3.01.
"Registration Statement" has the meaning set forth in Section
3.01.
"Second Closing" shall mean the closing of the transaction
referred to in Section 2.01(a)(ii) and shall occur on the business day
immediately following the earlier of (i) the expiration of the Over-Allotment
Option and (ii) the date on which the Underwriters notify the Company and the
Stockholder of their election to exercise the Over-Allotment Option.
"Second Closing Date" shall mean the date on which the Second
Closing occurs.
"Stockholder" has the meaning set forth in the Preamble.
"Stockholder Executives" has the meaning set forth in the
Recitals.
"Stockholder Shares" has the meaning set forth in the Recitals.
"Underwriters" means the entities selected in accordance with
Section 3.03 to act as Underwriters for the Offering.
"Underwriting Agreement" means the agreement to be executed among
the Company, the Stockholder and the Underwriters relating to the purchase of
shares of Common Stock of the Company by the Underwriters from the Stockholder
in furtherance of the Offering.
<PAGE>
ARTICLE II
PURCHASE
SECTION 2.01. The Purchase. (a) On the terms and subject to the
conditions set forth in this Article II, the Company hereby agrees to purchase
from Stockholder and Stockholder hereby agrees to sell and deliver to the
Company, Common Stock as set forth in this Section 2.01(a). The Company shall
purchase from Stockholder (i) at the First Closing 17,943,494 shares of Common
Stock; in addition, the Company will make a cash payment to Stockholder in full
satisfaction and extinguishment of all rights of the Stockholder Executives and
the Stockholder in respect of the Options, the Bonus Shares (assuming such Bonus
Shares have been vested by the Board) and, if they have been distributed, the
Deferred Shares, and (ii) at the Second Closing an additional number of shares
of Common Stock, which number shall not exceed 2,000,000 shares of Common Stock
and is equal to the number of shares not purchased by the Underwriters pursuant
to the Over-Allotment Option, and if the Deferred Shares have been distributed
and were not purchased at the First Closing, a cash payment to the Stockholder
shall be made in respect of the Deferred Shares. If the Deferred Shares have not
been distributed prior to the Second Closing the Company shall make a cash
payment to the Stockholder in respect of the Deferred Shares as soon as
practicable following their distribution.
(b) The purchase price per share (the "Purchase Price") for the
shares of Common Stock purchased by the Company pursuant to Section 2.01(a) at
the First Closing and (if applicable) the Second Closing shall be equal to the
lower of (x) $18.90 or (y) the price at which shares of Common Stock are sold
pursuant to the Offering, multiplied by 0.96.
(c) The cash price to be paid to the Stockholder for each Option
shall be the excess of the Purchase Price over the exercise price per share for
such Option multiplied by the number of shares of Common Stock subject to the
Option. The cash payment to be paid to Stockholder for each Bonus Share and each
Deferred Share shall be the Purchase Price.
SECTION 2.02. Expense Payment. On the terms and subject to the
conditions set forth in this Article II, the Stockholder hereby agrees to pay to
the Company $40 million (the "Expense Payment") in respect of direct and
indirect costs and other expenses incurred and anticipated to be incurred as a
result of or in connection with the transactions contemplated by this Agreement.
SECTION 2.03. Closing. On the terms and subject to the
conditions of this Article II, the First Closing and (if applicable) the Second
Closing shall take place at the offices of Shearman & Sterling, 599 Lexington
Avenue, at 10:00 a.m. on the First Closing Date and (if applicable) the Second
Closing Date.
<PAGE>
SECTION 2.04. Closing Deliveries by the Stockholder. At the
First Closing and (if applicable) the Second Closing the Stockholder shall
deliver or cause to be delivered to the Company:
(a) stock certificates evidencing the shares of Common Stock to
be purchased in accordance with Section 2.01 duly endorsed in blank, or
accompanied by stock powers duly executed in blank, in form satisfactory
to the Company and with all required stock transfer tax stamps affixed;
(b) waivers, stock powers and/or consents, in a form reasonably
satisfactory to the Company, selling, conveying or waiving, as the case
may be, of any and all rights in respect of the Options, the Bonus
Shares and the Deferred Shares;
(c) the Expense Payment in US dollars by wire transfer in
immediately available funds to an account designated by the Company;
(d) a receipt for the Purchase Price; and
(e) the Officer's Certificate required to be delivered pursuant
to Section 2.06(b).
SECTION 2.05. Closing Deliveries by the Company. At the First
Closing and (if applicable) the Second Closing the Company shall deliver to the
Stockholder:
(a) the Purchase Price in US dollars by wire transfer in
immediately available funds to an account designated by the Stockholder
in writing at least two business days prior to such closing;
(b) a receipt for the Expense Payment; and
(c) the Officer's Certificate required to be delivered pursuant
to Section 2.06(a).
SECTION 2.06. Conditions to the Purchase. (a) Conditions to
Obligations of Stockholder. The obligations of Stockholder to sell the Common
Stock to the Company, as contemplated by Section 2.01(a), shall be subject to
the satisfaction or waiver of the following conditions precedent and Stockholder
shall have received an Officer's Certificate from the Company certifying
compliance with the conditions of clauses (i) and (ii) below:
(i) the representations and warranties of the Company
contained herein shall be true and correct in all material respects
on and as of the First Closing Date
<PAGE>
and (if applicable) the Second Closing Date as if made on and as of
each respective date;
(ii) the Company shall have performed and complied in all
material respects with all covenants and agreements required by this
Agreement (including those contained in Article III) to be performed
or complied with by it on or prior to the First Closing Date and (if
applicable) the Second Closing Date;
(iii) there shall not be adopted or entered, and remaining in
effect, any order, law or regulation of any court or governmental
authority or other regulatory or administrative agency or
commission, domestic or foreign, the effect of which is to restrain
or prohibit the transactions contemplated by this Article II; and
(iv) the Closing of the Offering shall have occurred
contemporaneously with the First Closing.
(b) Conditions to the Obligations of the Company. The obligations
of the Company to purchase the Common Stock from Stockholder, as contemplated by
Section 2.01(a) of this Agreement, shall be subject to the satisfaction or
waiver of the following conditions precedent and the Company shall have received
an Officer's Certificate from Stockholder certifying compliance with the
conditions of clauses (i) and (ii) below:
(i) the representations and warranties of Stockholder
contained herein shall be true and correct in all material respects
on and as of the First Closing Date and (if applicable) the Second
Closing Date as if made on and as of each respective date;
(ii) Stockholder shall have performed and complied in all
material respects with all covenants and agreements required by this
Agreement (including those contained in Article III) to be performed
or complied with by it on or prior to the First Closing Date and (if
applicable) the Second Closing Date;
(iii) there shall not be adopted or entered, and remaining in
effect, any order, law or regulation of any court or governmental
authority or other regulatory or administrative agency or
commission, domestic or foreign, the effect of which is to restrain
or prohibit any of the transactions contemplated by this Article II;
and
(iv) the Closing of the Offering shall have occurred
contemporaneously with the First Closing.
<PAGE>
ARTICLE III
REGISTRATION
SECTION 3.01. Company Obligations. The Company shall offer shares
of Common Stock held by Stockholder for sale pursuant to the Offering, and in
connection therewith, the Company shall:
(a) promptly, but in no event later than the date of this
Agreement, file a registration statement on Form S-3 with the Commission
(the "Registration Statement") that will include a prospectus (the
"Prospectus") that will provide for the sale of up to 28,000,000 shares
of Common Stock owned by the Stockholder;
(b) use its best efforts to cause the Registration Statement to
be declared effective by the Commission as soon as practicable and
maintain the effectiveness of such Registration Statement for a period
ending May 21, 1999 or, if earlier, until the shares of Common Stock
covered by such Registration Statement have all been sold; and use its
reasonable best efforts to register or qualify the shares of Common
Stock covered by such Registration Statement under such other securities
laws of such jurisdiction within the United States as shall be
reasonably appropriate for the distribution of the shares of Common
Stock covered by the Registration Statement;
(c) upon the occurrence of any event that would cause the
Registration Statement or the Prospectus contained therein (i) to
contain a material misstatement or omission, or (ii) not to be effective
and usable for resale of shares of Common Stock during the period
required by this Agreement, the Company will file promptly an
appropriate amendment to such Registration Statement, in the case of
(c)(i), correcting any such misstatement of omission, and, in the case
of either (c)(i) or (c)(ii), use its reasonable best efforts to cause
such amendment to be declared effective and such Registration Statement
and the related Prospectus to become usable for their intended
purpose(s) as soon as practicable thereafter;
(d) cause the Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 under the 1933 Act, and to comply fully with the applicable
provisions of Rules 424 and 430A under the 1933 Act in a timely manner;
(e) make available at reasonable times for inspection by
Stockholder, the Underwriters, and any attorney or accountant retained
by the Underwriters, all financial and other records, pertinent
corporate documents and properties of the Company and cause the
Company's officers, trustees, directors, managers and employees to
supply all information in each case reasonably requested by Stockholder,
any Underwriter, attorney or accountant in connection with the
Registration Statement subsequent to the filing thereof and prior to its
effectiveness or in connection with any amendment or supplement thereto
(including the filing of any document that is to be incorporated by
reference into the Registration Statement); provided, however, that all
<PAGE>
information disclosed to Stockholder, any Underwriter, attorney or
accountant shall be kept confidential by such person, unless (i)
disclosure of such information is required by court or administrative
order or is necessary to respond to inquiries of regulatory authorities,
(ii) disclosure of such information is required by law (including any
disclosure requirements pursuant to federal securities law in connection
with the filing of the Registration Statement or the use of the
Prospectus), (iii) such information becomes generally available to the
public other than as a result of a disclosure or failure to safeguard by
such person or (iv) such information becomes available to such person
from a source other than the Company and to the knowledge of such
person, such source is not bound by a confidentiality agreement;
(f) promptly incorporate in the Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if
necessary, such information as may be reasonably requested by
Stockholder or the Underwriters;
(g) furnish Stockholder copies of the Registration Statement, as
first filed with the Commission, and of each amendment thereto,
including all documents incorporated by reference therein, if any, and
all exhibits (including exhibits incorporated therein by reference, if
any);
(h) cause opinions and certificates to be prepared and delivered
as are customarily delivered by the Company to underwriters in primary
offerings,
(i) agree to make available members of its senior management
from time to time upon reasonable notice at such place and times as
shall be reasonably requested for the purpose of conducting "roadshow"
type presentations or one-on-one meetings with potential purchasers of
the Common Stock;
(j) facilitate the timely preparation and delivery of
certificates representing the Common Stock to be sold; and enable such
shares to be in such denominations and registered in such names as the
Underwriters may request at least two business days prior to any resale
made by the Underwriters; and
(k) cooperate and assist in any filings required to be made with
the NASD and in the performance of any due diligence investigation by
any Underwriter that is required to be retained in accordance with the
rules and regulations of the NASD.
SECTION 3.02. (a) In addition to Stockholder's obligations in
Section 2.02, all applicable underwriting discounts will be borne by the
Stockholder and all reasonable direct expenses payable to third parties and
incident to the Company's performance of the Offering will be paid, or
reimbursed to the Company, by Stockholder, including but not limited to, and
regardless of whether the Registration Statement becomes effective or the
Offering occurs: (i) all registration and filing fees and reasonable expenses;
(ii) all reasonable fees and expenses of compliance with federal securities and
state securities laws; (iii) all reasonable expenses of printing, engraving,
messenger and delivery services and telephone; (iv) all reasonable fees and
disbursements of counsel; and (v) all reasonable incremental fees
<PAGE>
and disbursements of independent certified public accountants of the Company
(including the reasonable expenses of any special audit and comfort letters
required by or incident to such performance). The Company will cooperate with
Stockholder to monitor such expenses and will promptly provide Stockholder with
an estimate of such expenses.
(b) The Company will bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties) and the expenses of any annual audit.
SECTION 3.03. Selection of Underwriters. The Common Stock shall
be sold in an underwritten offering administered by J.P. Morgan & Company,
Morgan Stanley Dean Witter & Co. and Lazard Freres & Co. LLC as co-lead
underwriters, Donaldson Lufkin & Jenrette Securities Corporation, Merrill Lynch
& Co., and Salomon Smith Barney as co-managers and such syndicate members as
the Company and the Stockholder shall mutually agree upon.
SECTION 3.04. Indemnification in the Event of Registration. In
the event Common Stock held by the Stockholder is registered as contemplated by
this Agreement, the Underwriting Agreement will include indemnification
provisions applicable to the Stockholder substantially equivalent to the
indemnification provisions included therein with respect to the Underwriters,
with contribution provisions reflecting, in the case of the Stockholder, the
principle of relative fault of the indemnified and indemnifying parties.
SECTION 3.05. Further Assurances. The parties hereto agree to
enter into such agreements (including an underwriting agreement substantially in
the form customarily provided by the Company, provided, however, that the
Underwriting Agreement will provide that the Over-Allotment Option will expire
no later than May 10, 1999 or, if later, the First Closing), and make such
representations and warranties, and take all such other actions as are
appropriate in connection therewith in order to expedite or facilitate the
disposition of the Common Stock pursuant to the Registration Statement and as
contemplated by this Article III.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Company. The
Company hereby represents and warrants to Stockholder as follows:
(a) The Company is a corporation duty incorporated, validly
existing and in good standing under the laws of the State of Delaware
and has all necessary corporate
<PAGE>
power and authority to enter into this Agreement and to carry out its
obligations hereunder.
(b) The execution, delivery and performance of the transactions
contemplated by this Agreement have been duly authorized by the Company.
This Agreement has been duly executed and delivered by the Company and
is a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.
(c) The Common Stock held by Stockholder is duly authorized,
validly issued, is fully paid and is nonassessable.
(d) No consent, approval, authorization or order of, or
registration, declaration or filing with, any governmental agency or
body or any court, is required for the execution, delivery or
performance by the Company of this Agreement, except as will have been
duly and timely made or obtained prior to the First Closing Date and (if
applicable) the Second Closing Date.
(e) The execution, delivery and performance of this Agreement by
the Company and the consummation of the transactions contemplated hereby
do not conflict with or violate the certificate of incorporation or
by-laws of the Company or violate any of the terms and provisions of, or
constitute a default under, any order, law or regulation of any court or
governmental authority or other regulatory or administrative agency or
commission, domestic or foreign, or conflict with, result in a breach or
violation of, or constitute a default under, any indenture, loan
agreement or other material agreement or instrument binding upon the
Company, except for such breaches, violations, defaults and conflicts
for which legally sufficient approvals or consents will be obtained on
or before the First Closing Date and (if applicable) the Second Closing
Date.
SECTION 4.02. Representations and Warranties of Stockholder.
Stockholder hereby represents and warrants to the Company as follows:
(a) Stockholder is a corporation duly organized and validly
existing under the laws of Luxembourg and has all necessary corporate
power and authority to enter into this Agreement and to carry out its
obligations hereunder.
(b) The execution, delivery and performance of this Agreement
have been duly authorized by Stockholder. This Agreement has been duly
executed and delivered by Stockholder and is a legal, valid and binding
obligation of Stockholder, enforceable against Stockholder in accordance
with its terms.
(c) Stockholder, through its wholly owned subsidiary Taurus,
owns all of the Stockholder Shares, free and clear of all Encumbrances
and neither the Stockholder, Taurus nor the Stockholder Executives has
taken any action to cause any Encumbrance
<PAGE>
to be placed on the Options, the Bonus Shares or the Deferred Shares,
and the directors who were granted such shares have ceded ownership to
Minorco.
(d) No consent, approval, authorization or order of, or
registration, declaration or filing with, any governmental agency or
body or any court, is required for the execution, delivery or
performance by Stockholder of this Agreement, except as will have been
duly and timely made or obtained prior to the First Closing and (if
applicable) the Second Closing.
(e) The execution, delivery and performance of this Agreement by
Stockholder and the consummation of the transactions contemplated hereby
do not conflict with or violate the constituent documents of Stockholder
or violate any of the terms and provisions of, or constitute a default
under, any federal or state statute. rule, regulation or order of any
order, law or regulation of any court or governmental authority or other
regulatory or administrative agency or commission, domestic or foreign,
or conflict with, result in a breach or violation of, or constitute a
default under, any indenture, loan agreement or other material agreement
or instrument binding upon Stockholder, except for such breaches,
violations, defaults and conflicts for which legally sufficient
approvals or consents will be obtained on or before the First Closing
and (if applicable) the Second Closing.
SECTION 4.03. Survival. The representations and warranties
contained in this Article IV shall survive until six months following the First
Closing and (if applicable) the Second Closing.
ARTICLE V
COVENANT
SECTION 5.01. Covenant of the Stockholder. Any Common Stock held
by the Stockholder on the record date for any meeting of shareholders of the
Company, but purchased by the Company or sold in the Offering prior to the date
such meeting is held, shall be voted by the Stockholder in the same manner and
in the same proportion as shares held by all other shareholders of the Company
are voted on matters submitted to the shareholders at such meeting.
ARTICLE VI
MISCELLANEOUS
<PAGE>
SECTION 6.01. Communications. All communications hereunder shall
be delivered, or mailed (by first-class mail, postage prepaid) addressed to:
(a) if to Stockholder:
Minorco
Boite Postale 185
L-2011 Luxembourg City
Luxembourg
Attn: Company Secretary;
with copy to:
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Attn: David Heleniak, Esquire
(b) if to the Company:
Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830
Attn: Arthur A. Dornbusch II, Esq.
Vice President and
General Counsel
with copy to:
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
Attn: Kenneth W. Orce, Esq.
Any communication shall be deemed to have been given when
delivered or, if mailed, shall be deemed to have been given three business days
after having been so mailed.
SECTION 6.02. Termination. This Agreement may be terminated by
the mutual written consent of the parties, Such termination pursuant to this
Section 6.02 shall be effective upon termination, and all obligations and rights
of the parties under this Agreement shall be of no force and effect except that
(i) the provisions of Section 3.02 and Section 3.04 shall survive such
termination and (ii) nothing in this Agreement shall relieve any party of
liability for breach of this Agreement.
SECTION 6.03. Amendment and Waiver. (a) Any provision of this
Agreement may be amended or waived if each party hereto shall agree thereto in
writing.
<PAGE>
(b) No course of dealing between the Company and Stockholder, and
no delay in exercising any rights hereunder shall imply or otherwise operate as
a waiver of any rights of the Company or Stockholder.
SECTION 6.04. Assignment; Successors and Assigns. This Agreement
shall not be assigned by operation of law or otherwise by any party hereto,
without the written consent of the other party hereto. This Agreement shall be
binding upon, and inure to the benefit of, and be enforceable by, the Company,
Stockholder and their respective permitted successors and assigns, whether or
not so expressed herein or expressly assigned.
SECTION 6.05. Governing Law. This Agreement and (unless otherwise
provided) all amendments, supplements, waivers and consents relating hereto
shall be governed by, and construed in accordance with, the law of the State of
New York without regard to the principles of conflicts of law.
SECTION 6.06. Severability. In case any provision in this
Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 6.07. Headings. The headings of the Articles and Sections
of this Agreement have been inserted for convenience of reference only, are not
to be considered a part hereof, and shall in no way modify or restrict any of
the terms or provisions hereof.
SECTION 6.08. Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.
SECTION 6.09. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original but all of which
shall together constitute one and the same instrument. Delivery of an executed
counterpart of a signature page to this Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed, all as of the date first above written.
ENGELHARD CORPORATION
By: /s/ Orin R. Smith
---------------------------------------------
Name: Orin R. Smith
Title: Chairman and Chief Executive Officer
MINORCO
By: /s/ B.L. Keisler
---------------------------------------------
Name: B.L. Keisler
Title: Senior Vice President and
General Counsel
<PAGE>
EXHIBIT D
MINORCO REACHES AGREEMENT ON SALE OF ITS 31.8% STAKE IN ENGELHARD
CORPORATION
Minorco is pleased to announce that it has reached agreement for Engelhard
Corporation to purchase approximately 18 million shares of Engelhard stock owned
by Minorco, with the remainder of Minorco's 31.8% stake (approximately 28
million shares) to be sold through an underwritten public offering.
Minorco previously announced its intention to divest its interest in Engelhard
prior to the combination of its businesses with those of Anglo American
Corporation of South Africa Limited to form a new UK domiciled company, Anglo
American plc, which is expected to occur by the end of May 1999.
Under terms of the agreement, Engelhard will purchase approximately 18 million
shares at $18.90 per share of the price received by Minorco in the secondary
offering less the underwriting spread, whichever is lower.
Engelhard also has agreed to purchase up to an additional two million shares if
available at the end of the public offering.
Minorco's remaining stake in Engelhard, approximately 28 million shares, will be
sold by means of prospectus in an underwritten public offering. Engelhard has
filed a shelf registration on Form S-3.
In addition, Minorco will compensate Engelhard for the costs and expenses
incurred in connection with the transaction.
Engelhard's purchase of shares and the secondary offering are expected to be
completed no later than the middle of April 1999.
Minorco is an international natural resources group with operations and
investments in base metals, industrial minerals, paper and packaging and
agribusiness.
Luxembourg - March 2, 1999
# # #
A registration statement relating to the securities to be sold by Minorco in the
public offering has been filed with the Securities and Exchange Commission, but
has not yet become effective. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement becomes effective.
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2
Enquiries:
Colin Campbell
Minorco
+44.171.430.8509
