ZEMEX CORP
8-K, 2000-03-17
MINING & QUARRYING OF NONMETALLIC MINERALS (NO FUELS)
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<PAGE>   1


                       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): MARCH 8, 2000



                                ZEMEX CORPORATION
               (Exact Name of Registrant as Specified in Charter)


            DELAWARE                     1-228                13-5496920
  (State or Other Jurisdiction        (Commission            (IRS Employer
        of Incorporation)            File Number)        Identification Number)


           CANADA TRUST TOWER, BCE PLACE
             161 BAY STREET, SUITE 3750                        M5J 2S1
              TORONTO, ONTARIO, CANADA
      (Address of Principal Executive Offices)               (Zip Code)


Registrants' telephone number, including area code: (416) 365-8080





<PAGE>   2


                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.      OTHER EVENTS.


             On March 8, 2000, Zemex Corporation ("Zemex") announced the
redemption of the privately held US$35,000,000 principal amount of 7.54% Senior
Secured Notes, Series A, due 2009 and US$15,000,000 principal amount of 7.76%
Senior Secured Notes, Series B, due 2014 issued by its wholly owned subsidiary,
Zemex U.S. Corporation, with US$50,000,000 in bridge financing provided under an
amendment to Zemex's 1999 credit agreement with Bank of America, as trustee.
Zemex's press release dated March 8, 2000 relating to the foregoing transactions
is attached as an exhibit to this Form 8-K and incorporated herein by reference.
The refinancing was accomplished in connection with the recently announced
agreement for the sale of Zemex's metal powders division. The net proceeds from
the sale of the metal powders will be used to pay down a substantial portion of
the bridge facility.


<PAGE>   3


                                    SIGNATURE


         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)



Dated:  March 17, 2000                       By:     /s/ Allen J. Palmiere
                                                   --------------------------
                                                   Allen J. Palmiere,
                                                   Vice President and Chief
                                                   Financial Officer




<PAGE>   4


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                                   Description
- -------                                  -----------
<S>           <C>
 99.1         Press Release, March 8, 2000, entitled "Zemex Corporation Announces
              Bond Redemption."
</TABLE>





<PAGE>   1


                                                                    Exhibit 99.1

[ZEMEX LOGO]



                                  NEWS RELEASE
                              FOR IMMEDIATE RELEASE


                                ZEMEX CORPORATION
                            ANNOUNCES BOND REDEMPTION


TORONTO, CANADA -- MARCH 8, 2000 -- ZEMEX CORPORATION (TSE, NYSE:ZMX) announced
today that it has redeemed its US$50 million in privately held bonds and
replaced them with a US$50 million bridge facility with its commercial banker.
This refinancing was done in connection with the recently announced sale of the
Corporation's metal powders division and the proceeds from this sale will be
used to pay down the bridge facility.

Zemex Corporation is a diversified producer of industrial minerals and, through
its Alumitech division, reprocesses aluminum drosses with patented zero
discharge technology. Zemex currently operates facilities across the United
States and Canada. Its products are used in a variety of commercial applications
and are sold throughout the United States, Canada and Europe.

For further information, please contact:

             Patricia K. Moran
             Corporate Secretary and Assistant Treasurer
             (416) 365-8093


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 prospective 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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