SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 19, 1998
ZEMEX CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-228 13-5496920
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(State or other jurisdiction (Commission (IRS Employee
of incorporation) File Number) Identification No.)
Canada Trust Tower, BCE Place
161 Bay Street, Suite 3750
Toronto, Ontario, Canada M5J 2S1
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (416) 365-8080
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated May 19, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZEMEX CORPORATION
(Registrant)
Date: May 20, 1998 By: /S/ALLEN J. PALMIERE
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Name: Allen J. Palmiere
Title: Vice President and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press release dated May 19, 1998
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EXHIBIT 99.1
ZEMEX CORPORATION
NEWS RELEASE
FOR IMMEDIATE RELEASE
ZEMEX CORPORATION
ANNOUNCES PROPOSED
TAKE-OVER BID FOR INMET SHARES
TORONTO, CANADA -- MAY 19, 1998 -- ZEMEX CORPORATION (NYSE:ZMX) announced today
that it intends to make a take-over bid to purchase all of the issued and
outstanding shares of Inmet Mining Corporation ("Inmet") (TSE:IMN) at a price of
Cdn. $5.00 per share, representing a premium of approximately 15% over the price
of Inmet's common shares on The Toronto Stock Exchange on Tuesday, May 19, 1998.
The offer will be formalized and submitted upon the closing of the recently
announced transaction of Inmet's interest in the Antamina property, which is
scheduled to close on June 5, 1998. Zemex's offer will be subject to usual
conditions, including receiving 90% of the issued and outstanding shares of
Inmet. Zemex has received a financability letter from its commercial bankers
supporting the proposed transaction.
Zemex recently acquired approximately 4,000,000 common shares of Inmet,
representing approximately 3.9% of the issued and outstanding shares of Inmet.
Richard L. Lister, President and Chief Executive Officer of Zemex, stated "We
have been reviewing the assets of Inmet for a period of time and believe that
they could be of greater value than perceived in the marketplace today."
Zemex is a diversified producer of industrial minerals, specialty products and
metal powders and, through its Alumitech division, reprocesses aluminum drosses
with patented zero discharge technology. Zemex currently operates eighteen
facilities and several mine sites across the United States and Canada. Its
products are used in a variety of commercial applications and are sold
throughout North America and worldwide.
Zemex, through its wholly-owned subsidiary, Zemex Industrial Minerals, is the
largest North American supplier of feldspar and the dominant worldwide producer
of phlogopite mica. In addition, it is also a significant producer of muscovite
mica, talc, clay, barytes, and industrial sands; its products are primarily
directed to the ceramic, plastic and coatings
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markets. Zemex, through its Pyron division, supplies a broad range of ferrous
and non-ferrous metal powder products for the friction and powdered
metallurgical industries.
Through its Alumitech division, Zemex has created and patented an
environmentally friendly process that converts aluminum waste by-products into
commercially saleable industrial products. Alumitech is the industry leader in
the development of alternative uses for aluminum dross and saltcake waste
by-products.
Zemex has retained Newcrest Capital Inc. of Toronto to act as its financial
advisor and to form a soliciting dealer group to solicit acceptance of its bid.
For further information, please contact:
Richard L. Lister
President and Chief Executive Officer
(416) 365-5667
Allen J. Palmiere
Vice President and Chief Financial Officer
(416) 365-8091
This press release may contain "Forward-Looking Statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward
statements include statements regarding the intent, belief or current
expectation of the Corporation and members of its senior management team,
including, without limitation, expectations regarding post-transaction
performance and opportunities. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those contemplated by the Corporation.
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