SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
Filed by a party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-
12
Zemex Corporation
(Name of Registrant as Specified
in its Charter)
Zemex Corporation
(Name of Person(s) Filing Proxy
Statement)
Payment of filing fee (check the appropriate box)
$125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2)
$500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3)
Fee computed on table below per Exchange Act Rule 14a-
6(i)(4) and O-11
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11:
(4) Proposed maximum aggregate value of transaction:
Check box if any part of the fee is offset as provided by
Exchange Act Rule O-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form of Schedule and the date of its filing.
(1) Amount previously paid: $125
(2) Form, Schedule or Registration Statement No.:
Preliminary Proxy Statement
(3) Filing Party: Zemex Corporation
(4) Date Filed: March 20, 1996
Notes: N/A
2
- -
ZEMEX CORPORATION
Canada Trust Tower, BCE Place
161 Bay Street, Suite 3750
P.O. Box 703
Toronto, Ontario
Canada M5J 2S1
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board")
of Zemex Corporation (the "Corporation" or "Zemex"), a Delaware
corporation, to be voted at the Annual Meeting of Shareholders to
be held at 11:00 a.m. on May 13, 1996 in Room C, 11th Floor,
Chemical Bank, 270 Park Avenue, New York, New York, 10017 and at
any adjournment thereof. This Proxy Statement and the
accompanying Notice of Meeting and Form of Proxy are being mailed
to the Corporation's shareholders commencing on or about March
22, 1996. The 1995 Annual Report to the Corporation's
shareholders, which includes financial statements, is also being
mailed on or about March 22, 1996 to each shareholder of record
as of the close of business on March 8, 1996. Such Annual
Report, however, is not to be deemed to be part of this proxy
solicitation material.
The executive offices of the Corporation are located at Canada
Trust Tower, BCE Place, 161 Bay Street, Suite 3750, P.O. Box 703,
Toronto, Ontario, Canada, M5J 2S1. The Corporation's telephone
number is (416) 365-8080 and its fax number is (416) 365-8094.
The Board has fixed the close of business on March 8, 1996 as the
record date for the determination of shareholders of the
Corporation entitled to vote at the Annual Meeting. As of the
record date, the Corporation had approximately 8,230,275 common
shares, par value $1.00 per share (the "Common Shares"), issued
and outstanding.
Each Common Share is entitled to one vote. A majority of the
Common Shares outstanding and entitled to vote must be present at
the Annual Meeting in person or by proxy in order to constitute a
quorum for the transaction of business. Under Delaware law,
abstentions are treated as present and entitled to vote, and
therefore will be counted in determining the existence of a
quorum and will have the effect of a vote against any matter
requiring the affirmative vote of a majority of the shares
present and entitled to vote at the Annual Meeting.
Broker "non-votes" are considered present but not entitled to
vote, and thus will be counted in determining the existence of a
quorum but will not be counted in determining approval of any
matter requiring the affirmative vote of a majority of the shares
present and entitled to vote at the Annual Meeting. There are no
dissenters' rights available with respect to any matter to be
considered at the Annual Meeting. Any shareholder giving a proxy
in the accompanying form of proxy has the right to revoke it at
any time prior to the voting thereof.
The expense of solicitation of proxies will be borne by the
Corporation. Following the mailing of the proxy material,
solicitation of proxies may be made by mail, telephone, telegram
or personal interview by some of the regular employees of the
Corporation or its subsidiaries, who will receive no additional
compensation for their services. The Corporation has also
retained Kissel-Blake Inc. to solicit proxies personally or by
mail, telephone or telegraph from brokerage houses, custodians,
fiduciaries and nominees for a fee of $4,500 plus expenses. In
addition, the Corporation will reimburse brokers and other
nominees for their expenses in forwarding soliciting material to
beneficial owners.
ELECTION OF DIRECTORS
A board of nine directors is to be elected at the Annual Meeting
of Shareholders. Unless otherwise instructed, the proxy holders
will vote the proxies received by them for the Corporation's nine
nominees named below, all of whom are presently directors of the
Corporation. If any nominee of the Corporation is unable or
declines to serve as a director at the time of the Annual Meeting
of Shareholders, the proxies will be voted for the nominee
designated by the present Board to fill the vacancy. It is not
expected that any nominee will be unable or will decline to serve
as a director. The term of office of each person elected as a
director will continue until the next Annual Meeting of
Shareholders or until a successor has been elected and qualified.
Opposite the name of each nominee for election as a director is
(i) his age; (ii) his position with the Corporation, his
principal occupation and his business experience during the past
five years; and (iii) the year in which he first became a
director of the Corporation. All information is as of March 8,
1996.
PROPOSAL I
NOMINEES FOR ELECTION AS A DIRECTOR
Position with the Corporation; Direc
Name Ag Principal Occupation tor
e and Business Experience During Past Since
Five Years
Paul A. Carroll 54 Chairman of the Executive 1991
Compensation/Stock Option/Pension
Committee; Partner, Smith Lyons
(Toronto law firm) since
1973; Chairman, World Wide
Minerals Ltd.; Chairman, Juno
Limited; Director, Dundee
Bancorp Inc.
Morton A. Cohen 60 Chairman, President and Chief 1991
Executive Officer, Clarion Capital
Corporation since 1982;
Chairman, Cohesant Technologies
Inc.; Director, Monitek
Technologies Inc.; Director, Gothic
Energy Corporation
John M. Donovan 68 Member of the Audit Committee and 1991
Executive Compensation/
Stock Option/Pension Committee;
Independent Consultant
since July 1990; President and
Chief Executive Officer,
Avalon Corporation from January
1990 to July 1990
Thomas B. 64 Member of the Audit Committee and the 1989
Evans, Jr. Nominating Committee;
Vice Chairman, The Jefferson
Group Inc. since December
1995; President, The Evans Group
Ltd. since January 1989;
Director, Juno Limited
Ned Goodman 58 Chairman, President and Chief 1991
Executive Officer, Dundee
Bancorp Inc. (a financial
services company) and its
predecessor, Goodman & Company
Ltd., since January 1987;
Chairman, Dynamic Fund Canada
Ltd.; Director, BGR
Precious Metals Inc.; Director,
Kinross Gold Corporation;
Director, Knights Gold Mining
Co. Limited; Director,
Breakwater Resources Ltd.
Peter Lawson- 69 Chairman of the Board of Directors, 1960
Johnston Member of the Executive
Compensation/Stock
Option/Pension Committee, Member of
the Executive Committee and
Chairman of the Nominating
Committee; Chairman and Trustee,
Solomon R. Guggenheim
Foundation; Chairman of the
Board, The Harry Frank
Guggenheim Foundation; Senior
Partner, Guggenheim
Brothers; Director, McGraw-Hill,
Inc.; President and Director,
Elgerbar Corporation; Director,
National Review, Inc.; Limited
Partner Emeritus, Alex Brown &
Sons, Inc.; Director, UBS
Private Investor Funds, Inc.
Richard L. 57 President and Chief Executive Officer 1991
Lister of the Corporation since
May 1993; Chairman of the
Executive Committee and
Member of the Nominating
Committee; Vice Chairman of the
Board of Directors from 1991 to
May 1993; Director, Dundee
Bancorp Inc.; Vice Chairman,
Dundee Bancorp Inc. from
1991 to 1993; Chairman, Campbell
Resources Inc. from 1988
to 1991
Patrick H. 80 Chairman of the Audit Committee; 1975
O'Neill Independent Mining
Consultant since 1982; Director,
American Geographical
Society, New York; Director,
Ireland U.S. Council for
Commerce and Industry
William J. 66 Member of the Executive Committee; 1989
vanden Heuvel Counsel, Stroock, Stroock
& Lavan (attorneys at law, New
York) since 1984; Senior
Advisor, Allen & Company, Inc.
(investment bankers) since
1984; Chairman of the Board, IRC
Group, Inc. (consulting
firm), Washington, D.C.);
President, Franklin and Eleanor
Roosevelt Institute; Co-
Chairman, Council of American
Ambassadors; Chairman of the
Board, Governors of the United
Nations Association; Director,
Winston Communications Inc.
Vote Required for Election of Directors
Directors will be elected at the Annual Meeting by a plurality of
the votes cast at the meeting by the holders of shares
represented in person or by proxy. Votes may be cast for, or
withheld from, each nominee.
The Board recommends a vote "FOR" the election of each of the
foregoing persons.
REPORTS REQUIRED BY SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers, and persons who
own more than ten percent (10%) of the Corporation's Common
Shares, to file with the Securities and Commission and any
exchange on which the Corporation's Common Shares are traded
reports of ownership and changes in ownership of the
Corporation's Common Shares.
Based solely on its review of the copies of Forms 3, 4 and 5
received by the Corporation, or written representations from
certain reporting persons that no Form 5's were required for such
persons, the Corporation believes that, during the fiscal year
ended December 31, 1995, all Section 16(a) filing requirements
applicable to its officers, directors and 10% shareholders were
complied with.
BOARD MEETINGS AND COMMITTEES
The Corporation maintains standing Executive, Executive
Compensation/Stock Option/Pension, Audit and Nominating
Committees.
The Executive Committee, whose members include Peter Lawson-
Johnston, William J. vanden Heuvel and Richard L. Lister, did not
formally meet during 1995. The purpose of the Committee is to act
on behalf of the Board and to authorize and approve capital
expenditures in excess of $50,000, with such approvals to be
ratified by the Board at the next regular scheduled meeting.
The Executive Compensation/Stock Option/Pension Committee, whose
members include Paul A. Carroll, Peter Lawson-Johnston and John
M. Donovan, met once during 1995. The functions performed by the
Executive Compensation/Stock Option/Pension Committee include:
(i) the review of the contribution of the executive officers, and
any employee with a salary in excess of $100,000, to the success
of the Corporation; (ii) the establishment of appropriate levels
of compensation for such officers and employees, including any
incentive compensation to be awarded; (iii) the review of
employee benefit programs; (iv) the review of proposed
compensation plans applicable to the Corporation's officers and
employees; and (v) the administration of the Corporation's stock
option plans.
The Audit Committee met four times during 1995. Its members
include Patrick H. O'Neill, Thomas B. Evans, Jr., and John M.
Donovan. The Audit Committee reviews the financial reporting
process of the Corporation on behalf of the Board. In fulfilling
its responsibility, the Audit Committee recommended to the Board,
subject to shareholder approval, the selection of Deloitte &
Touche as the Corporation's independent auditors. During 1995,
the Audit Committee met with the Corporation's management and
with representatives of Deloitte & Touche without the
Corporation's management being present.
The Nominating Committee met one time in 1995. Its members
include Peter Lawson-Johnston, Thomas B. Evans, Jr. and Richard
L. Lister. The Nominating Committee advises the Board on
prospective nominees for election to the Board. It considers
possible director nominees recommended by shareholders, who may
submit their recommendations by writing to the committee at the
Corporation's principal executive office.
The Board met nine times during 1995. No director attended fewer
than 50% of the meetings of the Board and its committees held
during the period in 1995 except for one.
Outside directors received $8,000 annually plus $600 for each
meeting of the Board or any of its committees attended through
December 31, 1995. Executives who are directors receive no
compensation as directors.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 8, 1996, information
concerning the Common Shares beneficially owned by each person
who, to the knowledge of the Corporation, is the holder of 5% or
more of the Common Shares of the Corporation, each director, and
each Named Officer (as defined under "Executive Compensation")
who was an executive officer as of that date, and all executive
officers and directors of the Corporation as a group. Except as
otherwise noted, each beneficial owner has sole investment and
voting power with respect to the listed shares.
Shares Percentage
Name of Beneficial Owner(2)(3)Beneficially Owned(1)Beneficially O
wned
Dundee Bancorp International Inc.2,784,734 33.8%
Scotia Plaza, 55th Floor
40 King Street West
Toronto, Ontario
Canada M5H 4A9
Paul A. Carroll 32,702 (4)(5)
*
Morton A. Cohen 327,530 (4)(5)(6)
4.0%
John M. Donovan 32,702 (4)(5)
*
Thomas B. Evans, Jr. 40,323 (4)(5)
*
Ned Goodman 2,817,436 (4)(5)(7)
34.1%
Scotia Plaza, 55th Floor
40 King Street West
Toronto, Ontario
Canada M5H 4A9
Peter Lawson-Johnston 95,322 (4)(5)(8)
1.1%
Richard L. Lister 626,006 (5)(9)(10)(12)
7.4%
Canada Trust Tower, BCE Place
161 Bay Street, Suite 3750
Toronto, Ontario
Canada M5J 2S1
Patrick H. O'Neill 37,273 (4)(5)
*
William J. vanden Heuvel 38,692 (4)(5)
*
Allen J. Palmiere 72,702 (5)(10)
*
Peter J. Goodwin 34,566 (10)(12)
*
Terrance J. Hogan 35,377 (10)(11)
*
G. Russell Lewis 10,000 (10)
*
All Directors and Named Officers4,200,631 (4)(5)(6)(7)(8)(9)(10)(11)(12)
48.1%
as a group (13 persons)
__________________
* Denotes less than 1% of Common Shares outstanding
(1) Computed in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended.
(2) Gilder, Gagnon, Howe & Co. has filed a Schedule 13G with the
Securities and Exchange Commission indicating that it could
be deemed to be a beneficial owner of 584,879 Common Shares.
However, Gilder, Gagnon, Howe & Co. disclaims any beneficial
ownership of the Common Shares because they were purchased
for customer accounts.
(3) Zesiger Capital Group LLC has filed a Schedule 13G with the
Securities and Exchange Commission indicating that it could
be deemed to be a beneficial owner of 504,166 Common Shares.
However, Zesiger Capital Group LLC disclaims any beneficial
ownership of the Common Shares because they were purchased
for customer accounts.
(4) These directors were each granted options for 10,000 Common
Shares at $5.00 per share exercisable in two installments of
5,000 Common Shares each beginning on September 17, 1992 and
September 17, 1993, respectively, and extend for a period of
five years from the date the options first become
exercisable. On May 26, 1993, these directors were each
granted options for an additional 15,000 Common Shares at
$5.50 per share exercisable in two installments of 7,500
Common Shares each beginning on May 26, 1994 and May 26,
1995, respectively. These options expire on May 26, 1999.
In addition, these directors were each granted options for
an additional 5,000 Common Shares at $9.125 per share
exercisable in two installments of 2,500 Common Shares each
beginning on February 8, 1996 and February 8, 1997,
respectively, and extending for a period ending on February
8, 2001. Shares shown in the table include the 27,500
currently exercisable options.
(5) Each of these directors and members of management
purchased 5,000 Common Shares from G.E. Wood, former
President and Chief Executive Officer, as part of an
assignment of the Corporation's settlement agreement with
Mr. Wood dated August 10, 1993.
(6) Includes 20,455 Common Shares owned by Clarion Partners
Limited Partnership and 271,428 Common Shares owned by
Clarion Capital Corporation, both of which Mr. Cohen may be
deemed to be the beneficial owner.
(7) Includes 2,784,734 Common Shares owned by Dundee Bancorp
International Inc., a wholly-owned subsidiary of Dundee
Bancorp Inc., of which Mr. Goodman is Chairman of the Board
and over which he may be deemed to have voting and
investment power.
(8) Includes 17,653 Common Shares beneficially owned by Elgerbar
Corporation. Mr. Lawson-Johnston is President and a
director of Elgerbar Corporation and has shared voting and
investment power with respect to the Common Shares held by
it.
(9) In 1993, Richard L. Lister, President and
Chief Executive Officer of the Corporation, acquired 357,000
Common Shares under the Corporation's Key Executive Stock
Purchase Plan for an aggregate purchase price of $1,749,300
($4.90 per share). The Corporation loaned Mr. Lister the
full amount of the purchase price. This loan is non-
interest bearing, matures in five years, and is evidenced by
a promissory note secured by a pledge of the Common Shares.
If Mr. Lister leaves the employ of the Corporation at any
time prior to full payment of the loan, the principal amount
will be due in full 30 days after the date his employment
terminates. Any balance remaining unpaid on the loan after
it is due will bear interest at the prime rate plus 1.0%.
So long as the loan is outstanding, Mr. Lister is required
to vote the 357,000 Common Shares in a manner consistent
with the recommendation of the Board.
(10) Includes Common Shares issuable upon exe
rcise of vested options as follows: Mr. Lister, 170,000
Common Shares; Mr. Palmiere, 67,500 Common Shares; Mr.
Goodwin, 25,000 Common Shares; Mr. Hogan, 5,000 Common
Shares; Mr. Lewis, 10,000 Common Shares; and all Named
Officers and directors as a group, 497,500 Common Shares.
(11) As part of the Corporation's purchase of Alumitech, Inc., in
May 1995 Mr. Hogan was issued 28,558 Common Shares and
options for an additional 22,000 Common Shares at $9.75 per
share exercisable in two installments of 11,000 Common
Shares each beginning on May 12, 1996 and May 12, 1997,
respectively, in exchange for his interest in Alumitech,
Inc. The options expire on May 12, 2001.
(12) Includes Common Shares issuable in accordance with the terms
and conditions of the Corporation's employee stock purchase
plan as follows: Mr. Lister, 5,311 Common Shares; and Mr.
Goodwin, 1,991 Common Shares.
REPORT OF THE EXECUTIVE COMPENSATION/
STOCK OPTION/PENSION COMMITTEE
The Corporation applies a consistent philosophy to compensation
for all employees, including senior management. This philosophy
is based on the premise that the achievements of the Corporation
result from the coordinated efforts of all individuals working
toward common objectives. The Corporation strives to achieve
those objectives through teamwork that is focused on meeting the
expectations of customers and shareholders.
COMPENSATION PHILOSOPHY
The goals of the compensation program are to align compensation
with business objectives and performance, and to enable the
Corporation to attract, retain and reward executive officers who
contribute to the long term success of the Corporation. The
Corporation's compensation program for executive officers is
based on the same five principles applicable to compensation
decisions for all employees of the Corporation:
1. The Corporation pays competitively. The Corporation is
committed to providing a pay program that helps attract and
retain the best people in the industry. To ensure that pay is
competitive, the Corporation regularly compares its pay practices
with those of other leading companies and sets its pay parameters
based on this review.
2. The Corporation pays for relative sustained performance.
Executive officers are rewarded based upon corporate performance,
business unit performance and individual performance. Corporate
performance and business unit performance are evaluated by
reviewing the extent to which strategic and business plan goals
are met, including such factors as operating profit, performance
relative to competitors and timely new product introductions.
Individual performance is evaluated by reviewing organizational
and management development progress against set objectives and
the degree to which teamwork and Corporation values are fostered.
3. The Corporation strives for fairness in the administration
of pay.
4. The Corporation strives to achieve a balance of the
compensation paid to a particular individual and the compensation
paid to other executives both inside the Corporation and at
comparable companies.
5. The Corporation believes that employees should understand
how the performance evaluation and pay administration process
works.
The process of assessing performance is as follows:
At the beginning of the performance cycle, the evaluating
manager sets objectives and key goals.
The evaluating manager gives the employee ongoing feedback
on performance.
At the end of the performance cycle, the manager evaluates
the accomplishments of objectives/key goals.
The manager compares the results to the results of peers
within the operating unit.
The evaluating manager communicates the comparative results
to the employee.
The comparative result affects decisions on salary and stock
options.
COMPENSATION VEHICLES
The Corporation has had a history of using a simple total
compensation program that consists of cash and, since 1990,
equity-based compensation. Having a compensation program that
allows the Corporation to successfully attract and retain key
employees, permits it to provide useful products and services to
customers, enhance shareholder value, motivate technological
innovation, foster teamwork, and adequately reward employees.
The vehicles are:
Cash-Based Compensation
Salary: The Corporation sets base salary for employees by
reviewing the aggregate of base salary and annual bonus for
competitive positions in the market.
Equity-Based Compensation
Stock Option Program: The purpose of this program is to provide
additional incentives to employees to work to maximize
shareholder value. The option program also utilizes vesting
periods to encourage key employees to continue in the employ of
the Corporation.
Bonus Program
The Corporation maintains a bonus program for certain key
employees. The plan is specifically designed to grant greater
compensation to those key employees to recognize their
performance in the plan year.
Executive Compensation/
Stock Option/Pension Committee
PAUL A. CARROLL
JOHN M. DONOVAN
PETER LAWSON-JOHNSTON
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term
compensation, attributable to all service in the fiscal years
1995, 1994 and 1993, paid to those persons who were at the end of
the 1995 fiscal year (i) the chief executive officer; and (ii)
the other five most highly paid executive officers of the
Corporation (collectively, the "Named Officers"):
Summary Compensation Table
Annual Securiti
Name and Compensat es All Other
Principal Position Year ion Bonus Underlyi Compensati
Salary ng on (2)
Options
(1)
Richard L. Lister 1995 $265,911 $75,0 100,000 $37,225
President and 1994 $265,322 00 _ $10,177
Chief Executive 1993 $203,531 $0 120,000 $6,053
Officer $0
Allen J. Palmiere 1995 $119,629 $24,0 15,000 $6,364
Vice President, 1994 $113,428 00 _ $5,479
Chief Financial $45,3
Officer and 71
Assistant
Secretary
Peter J. Goodwin 1995 $132,667 $17,5 25,000 $15,120
President, 00
Industrial
Minerals
Terrance J. Hogan 1995 $120,192 $36,0 32,000 $3,395
President and 00
Chief Operating
Officer,
Alumitech, Inc.
G. Russell Lewis 1995 $138,866 $4,00 10,000 $6,829
President, Metal 1994 $133,743 0 _ $8,403
Powders 1993 $118,537 $40,0 5,000 $6,070
00
$0
Robert W. 1995 $120,900 $24,0 5,000 $5,901
Morris(3) 1994 $108,012 00 _ $2,044
Former $21,0
Secretary, Zemex 00
Former
President,
Feldspar
_________________
(1) On February 8, 1995, Mr. Lister, Mr. Palmiere, Mr. Goodwin,
Mr. Hogan, Mr. Lewis and Mr. Morris were granted options of
100,000, 15,000, 25,000, 10,000, 10,000 and 5,000,
respectively, at an exercise price of $9.125 under the 1995
Stock Option Plan. On May 12, 1995, Mr. Hogan was issued
options for 22,000 Common Shares at $9.75 per share
exercisable in two installments of 11,000 Common Shares each
beginning on May 12, 1996 and May 12, 1997, respectively, in
exchange for his interest in Alumitech, Inc. (see Note 11
Principal Shareholders and Security Ownership of
Management). On May 26, 1993, Mr. Lister, Mr. Lewis and Mr.
Morris were granted options of 120,000, 5,000 and 5,000,
respectively, at an exercise price of $5.50 under the 1993
Stock Option Plan. On November 8, 1993, Mr. Palmiere was
granted options for 60,000 Common Shares at $7.125 per
share. On July 14, 1994, Mr. Goodwin was granted options
for 25,000 Common Shares at $11.50 per share under the 1993
Stock Option Plan.
(2) Constitutes premiums for term life insurance exceeding
amounts eligible to most employees, automobile benefits, and
employer matched contributions to a group registered
retirement plan and an employee stock purchase plan. In
1995, the Corporation adopted an employee stock purchase
plan whereby employees may elect to invest up to 10% of
their earnings and the Corporation matches funding for the
purchase of the Corporation's Common Shares. Common Shares
purchased under this plan are held for a one-year vesting
period. Amounts shown for Mr. Lister, Mr. Goodwin and Mr.
Morris include $25,200, $9,450 and $1,200, respectively, as
a benefit derived from participation in the plan. Amounts
shown for Mr. Lister do not include imputed interest of
$130,585, $131,037 and $66,998 in 1995, 1994 and 1993,
respectively, on a loan Mr. Lister received under the
Corporation's Key Executive Stock Purchase Plan. The
Corporation does not reimburse Mr. Lister for any tax
consequences arising from this loan. (See Note 9 Principal
Shareholders and Security Ownership of Management.)
(3) Mr. Morris left the Corporation in March 1996. Under an
employment agreement dated February 5, 1991, Mr. Morris is
entitled to an amount equal to two times his annual base
salary of $124,900 plus certain other severance benefits.
The terms and amount of the final settlement have yet to be
determined.
OPTION GRANTS TABLE
The following table shows grants of stock options and fiscal year-
end values for stock options issued in the last fiscal year to
the Named Officers under the Corporation's Stock Option Plans.
Potential
Percentag Realizable
Number e Value At
of of Total Exerci Assumed
Securiti Options se Annual Rates of
es Granted Or Expiry Stock
Named Underlyi To Base Date Price
Officers ng Employees Pr Appreciation
Options In ice(2) For Option
Granted Fiscal Terms
Year (1)
5%
10%
Richard L. 100,000 29.3% $9.125 Feb. 8, $252,10 $557,09
Lister 15,000 4.4% $9.125 2001 7 0
Allen J. 25,000 7.3% $9.125 Feb. 8, $37,816 $83,564
Palmiere 10,000 2.9% $9.125 2001 $126,05 $278,54
Peter J. 22,000 6.4% $9.75 Feb. 8, 3 5
Goodwin 10,000 2.9% $9.125 2001 $25,211 $55,709
Terrance J. 5,000 1.5% $9.125 Feb. 8, $59,262 $130,95
Hogan 2001 $25,211 4
May 12, $12,605 $55,709
G. Russell 2001 $27,855
Lewis Feb. 8,
Robert W. 2001
Morris Feb. 8,
2001
_________________
(1) Fifty percent of the total number of shares subject to
options granted to a Named Officer shall become exercisable
on the first anniversary of the date of grant and fifty
percent on the second anniversary of the date of grant.
(2) The purchase price for each underlying Common Share subject
to option shall be the fair market value of the Common
Shares on the date the option is granted, defined as the
closing price of the Common Shares on the New York Stock
Exchange on the date of grant or, if no trade occurs on such
date, on the day next preceding such date on which the
Common Shares were traded.
OPTION EXERCISE AND YEAR-END VALUES TABLE
The following table sets forth information concerning the
exercise of stock options and unexercised stock options held at
December 31, 1995 by the Named Officers.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Value of Unexercised
Number of Unexercised In-The-Money Options
Options at Year-Endat Year End
Name Exercisable/Unexercisable Exercisable/Unexercisable
Richard L. Lister 120,000/100,000 $540,000/$87,500
Allen J. Palmiere 60,000/15,000 $172,500/$13,125
Peter J. Goodwin 12,500/37,500 $0/$10,938
Terrance J. Hogan 0/32,000 $0/$14,250
G. Russell Lewis 21,000/10,000 $102,500/$8,750
Robert W. Morris 13,000/5,000 $62,500/$4,375
PENSION PLAN
Pursuant to the Corporation's pension plan, employees are
entitled to pension benefits after five years of service with the
Corporation. The amount of such benefits depends upon salary and
length of service as shown in the table below. The service
factor is 1 1/2 per year. There is a Social Security offset. As
of January 1, 1996, the number of credited years of service and
the compensation covered by the pension plan for the Named
Officers of the Corporation are: Richard L. Lister, 4.5 and
$265,911; Peter J. Goodwin, 1.5 and $132,667; Terrance J. Hogan,
3.1 and $120,192; G. Russell Lewis, 27.4 and $138,866; and Robert
W. Morris, 5.6 and $120,900.
Average Final Compensation Credited Service as of Normal
Retirement Date
as of Normal Retirement Date 15 20 25 30 35
$ 50,000 $ 8,768 $11,691$14,614 $17,536$20,459
75,000 14,393 19,191 23,989 28,786 33,584
100,000 20,018 26,691 33,364 40,036 46,709
125,000 25,643 34,191 42,739 51,286 59,834
150,000 31,268 41,691 52,114 62,536 72,959
175,000 31,268 41,691 52,114 62,536 72,959
200,000 31,268 41,691 52,114 62,536 72,959
225,000 31,268 41,691 52,114 62,536 72,959
Note: All benefits shown were estimated using the 1996 Social
Security Law and assume the employee terminates employment during
1995 on his Normal Retirement Date (age 65). The benefits shown
are payable at Normal Retirement Date as a Five Year Certain and
Life Annuity, the normal form for an unmarried participant. All
amounts are annual.
CERTAIN TRANSACTIONS
In June 1994, the Corporation acquired its initial 39.53%
investment in Alumitech, Inc. by investing $2 million to acquire
treasury stock. In 1995, the Corporation increased its interest
to 100% by issuing 722,352 shares of common stock with an
ascribed value of $6,599,000. The shares were issued as to
266,106 to Dundee Bancorp International Inc., the Corporation's
largest shareholder, and as to 266,106 to Clarion Capital
Corporation, a company controlled by a director of the
Corporation. Alumitech, an aluminum dross processor, has
developed proprietary technology that enables it to have the
ability to convert 100% of its dross feed into marketable
products.
PERFORMANCE GRAPH
The following performance graph compares the performance of the
Corporation's Common Shares to the Dow Jones Industrial Average
and the Dow Jones Basic Materials Average Index over the past
five-year period. The graph assumes that the value of the
investment in the Corporation's Common Shares and each index was
$100 at December 31, 1990 and that all dividends were reinvested.
As a diversified producer of industrial minerals and metal
products, many of the companies with which the Corporation
competes are private and peer group comparative data is not
available.
1990 1991 1992 1993 1994 1995
Zemex Total Return 100 88.90 143.3 182.4 235.4 275.6
5 5 8 1
Dow Jones Industrial 100 124.3 133.4 156.0 163.9 224.4
Average 3 4 5 1 7
Dow Jones Basic Materials 100 128.5 142.5 161.9 171.1 212.5
Average 1 5 8 5 9
PROPOSAL II
AUDITORS
The Board, upon the recommendation of the Audit Committee, has
selected Deloitte & Touche as independent auditors of the
accounts of the Corporation and its subsidiaries for the fiscal
year ending December 31, 1996. A proposal will be presented at
the Annual Meeting to ratify the appointment of Deloitte & Touche
as the Corporation's independent auditors. Representatives of
Deloitte & Touche will be present at the Annual Meeting and will
be available to respond to questions and may make a statement if
they so desire.
Vote Required for Ratification of Auditors
Approval of the appointment of auditors requires the affirmative
vote of the majority of the holders of outstanding Common Shares
entitled to cast votes at the meeting.
The Board unanimously recommends that the shareholders vote "FOR"
the ratification of the appointment of Deloitte & Touche as
independent auditors for the fiscal year ending December 31,
1996.
SHAREHOLDERS' PROPOSALS FOR 1997 ANNUAL MEETING
In order to be considered for inclusion in the Corporation's
proxy statement for the 1997 Annual Meeting of Shareholders,
proposals from shareholders must be received by the Corporation
on or before December 1, 1996. Such proposals should be
addressed to the Corporate Secretary, Zemex Corporation, Canada
Trust Tower, BCE Place, 161 Bay Street, Suite 3750, Toronto,
Ontario, M5J 2S1.
OTHER MATTERS
Management is not aware of any other matters to be considered at
the meeting other than as set forth in this statement. However,
if any other matters properly come before the meeting, it is the
intention of the persons named in the accompanying Form of Proxy
in their discretion to vote the proxies in accordance with their
judgment on such matters.
March 8, 1996
ZEMEX CORPORATION
Canada Trust Tower, BCE Place
161 Bay Street, Suite 3750
P.O. Box 703
Toronto, Ontario
Canada M5J 2S1
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 13, 1996
To the Shareholders:
Notice is given that the Annual Meeting of Shareholders of Zemex
Corporation will be held in Room C, 11th Floor, Chemical Bank,
270 Park Avenue, New York, New York, 10017, on Monday May 13,
1996 at 11:00 a.m. for the following purposes:
(i) to elect nine directors for the ensuing year;
(ii) to ratify the appointment of independent public
auditors; and
(iii) to transact such other business as may properly come
before the meeting.
The Board of Directors has fixed the close of business on March
8, 1996 as the record date for determining shareholders entitled
to notice of, and to vote at, the meeting. Only shareholders of
record at the close of business on that date are entitled to vote
at the meeting.
If you are unable to attend the meeting in person, please sign
and date the enclosed proxy and return it promptly in the
enclosed envelope, which requires no postage if mailed in the
United States. Any person giving a proxy has the power to revoke
it at any time prior to its exercise at the meeting. Even though
you execute the proxy, you may still vote your stock in person at
the meeting. It is important that your stock be represented
regardless of the number of shares you may hold.
We hope that you can attend the meeting.
By Order of the Board of Directors,
Patricia K. Moran
Assistant Secretary-Treasurer
March 8, 1996
PROXY
ZEMEX CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
The undersigned, as record holder(s) of the shares listed below,
hereby revokes any previous proxies and appoints Richard L.
Lister and Allen J. Palmiere (or each of them, or their
assignees) proxies for the undersigned, with full power of
substitution, to represent the undersigned, to act for the
undersigned in the same manner and with the same effect as if the
undersigned were personally present and to vote all of the Common
Shares which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of Zemex Corporation (the "Corporation")
to be held on May 13, 1996 at 11:00 a.m., and any adjournment
thereof, as follows:
1. Election of directors (nominees: Paul A. Carroll, Morton A.
Cohen, John M. Donovan, Thomas B. Evans, Jr., Ned Goodman,
Peter Lawson-Johnston, Richard L. Lister, Patrick H. O'Neill
and William J. vanden Heuvel):
____ FOR the directors
____ WITHHOLD AUTHORITY to vote for directors
2. Proposal to ratify the appointment of Deloitte & Touche as
independent public accountants for the Corporation for the
fiscal year ending December 31, 1996.
____ FOR
____ AGAINST
____ ABSTAIN
3. To vote or otherwise represent the shares on any other
business which may properly come before the Annual Meeting
of Shareholders or any adjournments thereof, according to
their decision and in their discretion.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS of
the Corporation and will be voted as directed herein. If no
direction is given, this proxy will be voted FOR all the
proposals listed above in the manners described in the Proxy
Statement.
DATE:
______________________
_____________________________
SIGNATURE OF SHAREHOLDER
_____________________________
SIGNATURE OF SHAREHOLDER
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON YOUR STOCK
CERTIFICATES. A corporation is requested to sign its name by its
president: administrators, trustees, etc., are requested to so
indicate when signing. If stock is registered in two names, it
is preferred that both sign. PLEASE RETURN YOUR PROXY IN THE
ENVELOPE PROVIDED.
