SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-3295
--
MINERALS TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 25-1190717
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
405 Lexington Avenue, New York, New York 10174-1901
(Address of principal executive offices, including zip code)
(212) 878-1800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that registrant was
required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
-------
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.
CLASS OUTSTANDING AT July 21, 1997
Common Stock, $.10 par value 22,560,427
<PAGE>
MINERALS TECHNOLOGIES INC.
INDEX TO FORM 10-Q
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements:
Condensed Consolidated Statement of
Income for the three-month and six-month
periods ended June 29, 1997 and June 30,1996 3
Condensed Consolidated Balance Sheet as of
June 29, 1997 and December 31, 1996 4
Condensed Consolidated Statement of Cash
Flows for the six-month periods ended
June 29, 1997 and June 30, 1996 5
Notes to Condensed Consolidated
Financial Statements 6
Independent Auditors' Report 7
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings 10
Item 2.
Changes in Securities 10
Item 4.
Submission of Matters to a Vote of
Security Holders 10
Item 6.
Exhibits and Reports on Form 8-K 10
Signature 11
<PAGE> -2-
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
Three Months Six Months
Ended Ended
---------------- ----------------
June 29, June 30, June 29, June 30,
1997 1996 1997 1996
------- ------- ------- -------
(thousands of dollars,
except per share data)
Net sales $151,765 $140,466 $289,391 $268,575
Operating costs
and expenses:
Cost of goods sold 107,400 99,357 204,501 192,434
Marketing,
distribution and
administrative
expenses 19,007 19,125 37,336 36,225
Research and
development
expenses 5,179 4,948 10,224 9,779
------- ------- ------- -------
Income from operations 20,179 17,036 37,330 30,137
Non-operating deductions,
net 1,619 1,188 3,088 1,976
------- ------- ------- -------
Income before provision
for taxes on income
and minority interests 18,560 15,848 34,242 28,161
Provision for taxes
on income 5,940 4,927 10,957 8,927
Minority interests 259 114 356 (120)
------- ------- ------- -------
Net income $ 12,361 $ 10,807 $ 22,929 $ 19,354
======= ======= ======= =======
Earnings per
common share $ .55 $ 0.48 $ 1.02 $ 0.86
======= ======= ======= =======
Cash dividends declared
per common share $ 0.025 $ 0.025 $ 0.050 $ 0.050
======= ======= ======= =======
Weighted average number
of common shares
outstanding 22,563 22,627 22,575 22,632
======= ======= ======= =======
See accompanying Notes to Condensed Consolidated Financial
Statements.
<PAGE> -3-
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
(thousands of dollars) June 29, December 31,
1997* 1996**
-------- -----------
Current assets:
Cash and cash equivalents $ 19,385 $ 15,446
Accounts receivable, net 115,140 102,494
Inventories 64,239 70,438
Other current assets 12,532 13,902
------- -------
Total current assets 211,296 202,280
Property, plant and equipment,
less accumulated depreciation
and depletion - June 29, 1997
-$333,258; Dec. 31, 1996 -
$311,815 497,763 501,067
Other assets and deferred charges 11,768 10,514
------- -------
Total assets $720,827 $713,861
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 14,304 $ 25,339
Accounts payable 31,164 29,223
Other current liabilities 34,748 32,178
------- -------
Total current liabilities 80,216 86,740
Long-term debt 102,391 104,900
Other noncurrent liabilities 77,457 73,971
------- -------
Total liabilities 260,064 265,611
------- -------
Shareholders' equity:
Common stock 2,531 2,526
Additional paid-in capital 136,960 135,676
Retained earnings 386,009 364,210
Currency translation adjustment 4,543 11,560
Unrealized holding gains 181 163
------- --------
530,224 514,135
Less common stock held in treasury,
at cost 69,461 65,885
------- -------
Total shareholders' equity 460,763 448,250
------- -------
Total liabilities and
shareholders' equity $720,827 $713,861
======= =======
* Unaudited
** Condensed from audited financial statements
See accompanying Notes to Condensed Consolidated Financial
Statements.
<PAGE> -4-
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended
-------------------
(thousands of dollars) June 29, June 30,
1997 1996
-------- --------
Operating Activities
Net income $ 22,929 $ 19,354
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation, depletion
and amortization 25,860 22,248
Other non-cash items 824 2,302
Net changes in operating
assets and liabilities (3,090) (32,011)
------- -------
Net cash provided by operating activities 46,523 11,893
------- -------
Investing Activities
Purchases of property, plant and equipment(30,126) (57,925)
Other investing activities, net 3,762 475
------- -------
Net cash used in investing activities (26,364) (57,450)
------- -------
Financing Activities
Proceeds from issuance of short-term
and long-term debt 11,528 61,659
Repayment of debt (25,000) (13,027)
Purchase of common shares for treasury (3,576) (2,813)
Dividends paid (1,130) (1,132)
Other financing activities, net 2,301 1,170
------- -------
Net cash (used in) provided by
financing activities (15,877) 45,857
------- -------
Effect of exchange rate changes on
cash and cash equivalents (343) (631)
------- -------
Net increase (decrease) in cash and
cash equivalents 3,939 (331)
Cash and cash equivalents at
beginning of period 15,446 11,318
------- -------
Cash and cash equivalents at
end of period $ 19,385 $ 10,987
======= =======
Interest paid $ 4,240 $ 3,556
======= =======
Income taxes paid $ 6,576 $ 6,838
======= =======
See accompanying Notes to Condensed Consolidated Financial
Statements.
<PAGE> -5-
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 -- Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared by management in accordance
with the rules and regulations of the United States
Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or
omitted. Therefore, these financial statements should be
read in conjunction with the consolidated financial
statements and notes thereto contained in the Company's
Annual Report on Form 10-K for the year ended December 31,
1996. In the opinion of management, all adjustments,
consisting solely of normal recurring adjustments necessary
for a fair presentation of the financial information for the
periods indicated, have been included. The results for the
three-month and six-month periods ended June 29, 1997 are
not necessarily indicative of the results that may be
expected for the year ending December 31, 1997.
Note 2 -- Inventories
The following is a summary of inventories by major
category:
June 29, December 31,
(thousands of dollars) 1997 1996
-------- -----------
Raw materials $ 22,500 $ 23,585
Work in process 5,830 8,513
Finished goods 19,266 20,670
Packaging and supplies 16,643 17,670
------- -------
Total inventories $ 64,239 $ 70,438
======= =======
Note 3 -- Long-Term Debt
The following is a summary of long-term debt:
June 29, December 31,
(thousands of dollars) 1997 1996
-------- ------------
7.70% Industrial Development
Revenue Bond Series 1990
Due 2009 (secured) $ 7,300 $ 7,300
7.75% Economic Development
Revenue Bonds Series 1990
Due 2010 (secured) 4,600 4,600
Variable/Fixed Rate Industrial
Development Revenue Bonds
Due 2009 4,000 4,000
Variable/Fixed Rate Industrial
Development Revenue Bonds
Due 2012 9,000 --
6.04% Guarantied Senior Notes
Due June 11, 2000 39,000 52,000
7.49% Guaranteed Senior Notes
Due July 24, 2006 50,000 50,000
Other borrowings 1,988 --
------- -------
115,888 117,900
Less: Current maturities 13,497 13,000
------- -------
Long-term debt $102,391 $104,900
======= =======
The Variable/Fixed Rate Industrial Development Revenue Bonds
due 2012 are tax-exempt 15-year instruments and were issued
on April 1, 1997 to finance the construction of a PCC plant
in Jackson, Alabama. The bonds bear interest at either a
variable rate or fixed rate, at the option of the Company.
Interest is payable semi-annually under the fixed rate
option and monthly under the variable rate option. The
Company has selected the variable rate option on these
borrowings and the average interest rate was approximately
4%.
<PAGE> -6-
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Minerals Technologies Inc.:
We have reviewed the condensed consolidated balance
sheet of Minerals Technologies Inc. and subsidiary companies
as of June 29, 1997 and the related condensed consolidated
statements of income for each of the three-month and six-month
periods ended June 29, 1997 and June 30, 1996 and cash
flows for the six-month periods then ended. These financial
statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information
consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially
less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the condensed
consolidated financial statements referred to above for them
to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with
generally accepted auditing standards, the consolidated
balance sheet of Minerals Technologies Inc. and subsidiary
companies as of December 31, 1996, and the related
consolidated statements of income, shareholders' equity, and
cash flows for the year then ended (not presented herein);
and in our report dated February 4, 1997, we expressed an
unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of
December 31, 1996 is fairly presented, in all material
respects, in relation to the consolidated balance sheet from
which it has been derived.
KPMG Peat Marwick LLP
New York, New York
August 8, 1997
<PAGE> -7-
ITEM 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Income and Expense Items
As a Percentage of Net Sales
---------------------------------
Three Months Six Months
Ended Ended
---------------- ----------------
June 29, June 30, June 29, June 30,
1997 1996 1997 1996
-------- -------- -------- --------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 70.8 70.8 70.7 71.7
Marketing, distribution
and administrative
expenses 12.5 13.6 12.9 13.5
Research and development
expenses 3.4 3.5 3.5 3.6
----- ----- ----- -----
Income from operations 13.3 12.1 12.9 11.2
Net income 8.1% 7.7% 7.9% 7.2%
===== ===== ===== =====
Results of Operations
THREE MONTHS ENDED JUNE 29, 1997 AS COMPARED WITH THREE
MONTHS ENDED JUNE 30, 1996
Net sales in the second quarter of 1997 increased 8.0%
to $151.8 million from $140.5 million in the second quarter
of 1996. Higher volumes in the precipitated calcium
carbonate (PCC) and processed mineral product lines were
primarily responsible for the sales increase. The stronger
U.S. dollar had an unfavorable impact of approximately $2.2
million on sales growth. Excluding the effect of foreign
exchange, sales growth was approximately 10%.
PCC sales grew 13.2% to $73.4 million from $64.9
million in the second quarter of 1996. This increase was
primarily attributable to the startup of four new satellite
PCC plants since June 1996, to the significant ramp up of
four satellite PCC plants that commenced operations in early
1996 and to a general improvement in the paper industry.
The Company has signed contracts for three new PCC
satellite plants since the end of the first quarter. These
satellite PCC plants will be located in South Africa, France
and Germany. The satellite plant in South Africa, which will
be operated through a joint venture, will be equivalent to
two satellite units and is scheduled to begin operations in
the fourth quarter of 1997. A satellite "unit" produces
between 25,000 and 35,000 tons of PCC annually. The
satellite plant in France will be equivalent to one
satellite unit and is expected to commence operations in the
first quarter of 1998. The satellite plant in Germany will
be equivalent to two satellite units and is also scheduled
to begin operations in the first quarter of 1998. In
addition, our satellite plant in Indonesia began operations
early in the third quarter of 1997. The Company now
operates 47 satellite PCC plants in 12 countries and has
four satellite plants under construction.
Net sales of processed mineral products grew 7.9% in
the second quarter of 1997 to $29.2 million, from $27.0
million in the comparable quarter of 1996.
Net sales of refractory products increased 1.3% to
$49.2 million from $48.6 million in the second quarter of
1996.
In 1997, the Company recorded a $1.6 million provision
for loss as guarantor of indebtedness of a company which was
the subject of an involuntary bankruptcy petition under
Chapter 7 of the U.S. Bankruptcy Code. In addition, the
Company recognized a gain of approximately $1.4 million
related to the sale of property in Japan. Such non-recurring
items are included in marketing, distribution and
administrative expenses.
Income from operations rose 18.4% in the second quarter
of 1997 to $20.2 million. This increase was due primarily
to solid growth in the PCC product line; improved
profitability in refractory products, due primarily to the
successful execution of the Company's strategy of
introducing high value innovative products; and to increased
growth in the processed minerals product line.
<PAGE> -8-
Non-operating deductions increased due to higher net
interest expense as a result of a reduction in capitalized
interest costs associated with the construction of major
capital projects. This reduction in capitalized interest was
due to lower levels of capital spending in the second
quarter of 1997.
Net income grew 14.4% to $12.4 million from $10.8
million in the prior year. Earnings per common share were
$0.55 in the second quarter of 1997 compared to $0.48 in the
prior year.
SIX MONTHS ENDED JUNE 29, 1997 AS COMPARED WITH SIX MONTHS
ENDED JUNE 30, 1996
Net sales in the first half of 1997 increased 7.8% to
$289.4 million from $268.6 million in 1996. PCC sales
increased 16.7% to $144.0 million from $123.4 million in the
first half of 1996. Sales increases were primarily
attributable to the start-up of four new satellite PCC
plants since the second quarter of 1996, significant volume
increases from four satellite PCC plants that commenced
operations in early 1996 and to volume increases from other
satellite PCC plants due to a general improvement in the
paper industry. Net sales of processed mineral products
rose 5.7% to $49.9 million in the first half of 1997.
Refractory product sales decreased 2.5% to $95.5 million in
the first half of 1997. This decrease was primarily due to
overall volume declines in lower margin products and to
unfavorable exchange rates.
Net sales in the United States increased 7% in the
first half of 1997 primarily due to the growth in the PCC
product line. Net foreign sales increased approximately 8%
in the first half of 1997 as a result of the continued
international expansion of the PCC product line.
Income from operations rose 23.9% to $37.3 million in
the first half of 1997 from $30.1 million in the previous
year.
Non-operating deductions increased due to higher net
interest expense as a result of a reduction in capitalized
interest costs associated with the construction of major
capital projects. This reduction in capitalized interest was
due to lower levels of capital spending in the first half of
1997.
Net income increased 18.5% to $22.9 million from $19.4
million in 1996. Earnings per common share were $1.02
compared to $0.86 in the prior year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial position remained strong in the
first half of 1997. Cash flows in the first half of 1997
were provided from operations and were applied principally
to fund $30.1 million of capital expenditures and to remit
the required principal payment of $13 million under the
Company's Guarantied Senior Notes due June 11, 2000. Cash
provided from operating activities amounted to $46.5 million
in the first half of 1997 as compared to $11.9 million in
the prior year. This increase was primarily due to an
improvement in working capital.
The Variable/Fixed Rate Industrial Development Revenue
Bonds due 2012 are tax-exempt 15-year instruments and were
issued on April 1, 1997 to finance the construction of a PCC
plant in Jackson, Alabama. The bonds bear interest at
either a variable rate or fixed rate, at the option of the
Company. Interest is payable semi-annually under the fixed
rate option and monthly under the variable rate option.
The Company has available approximately $120 million in
uncommitted, short-term bank credit lines, none of which
were outstanding at June 29, 1997. The Company
anticipates that capital expenditures for all of 1997 will
be approximately $80 million, principally related to the
construction of satellite PCC plants, expansion projects at
existing satellite PCC plants and other opportunities that
meet the strategic growth objectives of the Company. The
Company expects to meet such requirements from internally
generated funds, the aforementioned uncommitted bank credit
lines and, where appropriate, project financing of certain
satellite plants.
<PAGE> -9-
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As previously disclosed, the Company and its
subsidiary Specialty Minerals Inc. are defendants
in a lawsuit, captioned EATON CORPORATION V. PFIZER
INC, MINERALS TECHNOLOGIES INC. AND SPECIALTY
MINERALS INC., which was filed on July 31, 1996 and
is pending in the U.S. District Court for the
Western District of Michigan. The suit alleges
that certain materials sold to Eaton for use in
truck transmissions were defective, necessitating
repairs for which Eaton seeks reimbursement. While
all litigation contains an element of uncertainty,
the Company and Specialty Minerals Inc. believe
that they have valid defenses to the claims
asserted by Eaton in this lawsuit, are continuing
to vigorously defend all such claims, and believe
that the outcome of this matter will not have a
material adverse effect on the Company's
consolidated financial position or results of
operations.
The Company and its subsidiaries are not party to
any other material pending legal proceedings, other
than ordinary routine litigation incidental to
their businesses.
ITEM 2. CHANGES IN SECURITIES
On January 30, 1997, in a transaction not involving
a public offering and therefore exempt from
registration pursuant to Section 4(2) of the
Securities Act of 1933, the Company issued 10,520
shares of Common Stock to Walter Nazarewicz,
retired President of Specialty Minerals Inc., in
exchange for consulting services to Specialty
Minerals Inc. during 1994 and 1995.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual meeting on May 22,
1997. At the meeting, (1) Paul M. Meister was
elected a director of the Company, by a plurality
of 19,592,301 votes, with 183,291 votes being
withheld; (2) Michael F. Pasquale was elected a
director of the Company, by a plurality of
19,609,372 votes, with 166,220 votes being
withheld; and (3) the appointment of KPMG Peat
Marwick LLP as independent auditors of the Company
for the year 1997 was approved by a vote of
19,773,241 for and 9,748 against, with 32,603
abstentions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
10.19 - Company Savings and Investment Plan, as
amended April 24, 1997.
11 - Schedule re: Computation of earnings per
common share (Part I Data).
15 - Accountants' Acknowledgment (Part I
Data).
27 - Financial Data Schedule (submitted
electronically to the Securities
and Exchange Commission, and not filed,
pursuant to Rule 402 of
Regulation S-T).
b) No reports on Form 8-K were filed during the
second quarter of 1997.
<PAGE> -10-
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 thereunto duly
authorized.
Minerals Technologies Inc.
By: /s/ John R. Stack
-----------------
John R. Stack
Vice President-Finance and
Chief Financial Officer
August 8, 1997
<PAGE> -11-
MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN
(As amended and restated effective as of
May 12, 1997, with certain earlier effective dates)
May, 1997
<PAGE>
MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN
(As amended and restated effective as of
May 12, 1997, with certain earlier effective dates)
TABLE OF CONTENTS
-----------------
Page
I. PURPOSES 1
II. DEFINITIONS 1
III. EFFECTIVE DATE 7
IV. ELIGIBILITY 7
V. PARTICIPATION 8
VI. CONTRIBUTIONS 8
VII. INVESTMENT OF FUNDS 18
VIII. CREDITS TO MEMBERS' ACCOUNTS 23
IX. SUSPENSION OF CONTRIBUTIONS 23
X. WITHDRAWALS 24
-ii-
<PAGE>
XI. SETTLEMENT UPON TERMINATION OF EMPLOYMENT 27
XII. SAVINGS AND INVESTMENT PLAN COMMITTEE 34
XIII. TRUST AGREEMENT 36
XIV. ASSOCIATE COMPANIES 36
XV. VOTING RIGHTS 37
XVI. ADMINISTRATIVE COSTS 39
XVII. NON-ALIENATION OF BENEFITS 39
XVIII. NOTICE 39
XIX. INVESTMENTS 40
XX. TREASURY APPROVAL 40
XXI. MISCELLANEOUS 40
XXII. TERMINATION, AMENDMENT OR
SUSPENSION OF THE PLAN 42
XXIII. PLAN MERGERS AND CONSOLIDATIONS 43
XXIV. CLAIMS PROCEDURE 43
XXV. TOP-HEAVY RULE 44
XXVI. LOAN PROVISIONS 46
SCHEDULE A 49
-iii-
<PAGE>
MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN
(As amended and restated effective as of
May 12, 1997, with certain earlier effective dates)
I. PURPOSES
The purposes of this Plan are to foster thrift on
the part of the eligible employees by affording them the
opportunity to make regular savings and investments through
payroll deductions in order to provide the opportunity for
additional security at retirement, and also to provide them
with a proprietary interest in the continued growth and
prosperity of the Company. As an incentive, the Company
will match a portion of such savings by regular
contributions as provided in the Plan.
II. DEFINITIONS
Wherever used in this Plan:
A. "Account" means the aggregate interest of a
Member in the Plan.
B. "After-Tax Contributions" means contributions
made by a Member pursuant to Section VI.A. hereof.
C. "Anniversary Year" means (1) the twelve (12)
month period following the date on which an Employee begins
his employment with an Employer, as well as successive
twelve (12) month periods thereafter or (2) in the case of
a Member who has incurred one (1) or more One-Year Breaks
in Service, the twelve (12) month period following the date
on which such Member recommences employment with an
Employer after the most recent One-Year Break in Service,
as well as successive twelve (12) month periods thereafter.
D. "Associate Company" means any corporation of
which Minerals Technologies Inc. owns directly or
indirectly at least 80% of the issued and outstanding
shares of stock, which, with the consent of the Company,
adopts this Plan pursuant to the provisions of Section XIV.
hereof, and when action is required to be
<PAGE>
taken hereunder by an Associate Company such action shall
be authorized by its Executive Committee or its Board of
Directors.
E. "Business Day" means each day of each Plan
Year on which the New York Stock Exchange is open for the
transaction of business.
F. "Code" means the Internal Revenue Code of
1986, as from time to time amended.
G. "Committee" means the Savings and Investment
Plan Committee hereinafter provided for in Section XII.
hereof.
H. "Company" means Minerals Technologies Inc., a
Delaware corporation, and any successor corporation, and
when action is required to be taken hereunder by the
Company, such action shall be authorized by the Executive
Committee or the Board of Directors of the Company.
I. "Creditable Service" shall mean each
Anniversary Year in which an Employee completes at least
1,000 Hours of Service. A transfer from one Employer to
another shall not constitute a break in Creditable Service
or a termination of employment with any Employer for the
purposes hereof. "Creditable Service" shall include any
service credited to a Member under the Pfizer Savings and
Investment Plan (the "Pfizer 401(k) Plan") for a Member who
was employed by the Company or any of its subsidiaries on
the closing date under the Reorganization Agreement dated
as of September 28, 1992, between Pfizer Inc. and the
Company and who was an active participant in the Pfizer
401(k) Plan immediately prior to such date.
J. "Employee" means a person who is employed in
the service of an Employer within the United States of
America or any of its territories or possessions, or who is
a United States citizen employed in the service of an
Employer outside the continental limits of the United
States of America, except a person who is included in a
unit of employees covered by a collective bargaining
agreement that does not provide for coverage of such person
under the Plan if there is evidence that retirement
benefits were the subject of good faith bargaining. A
person who is a United States citizen or a Participating
Resident Alien and who is employed outside the continental
limits of the United States of America in the service of a
foreign subsidiary (including foreign subsidiaries of such
foreign subsidiary) of the Company shall be considered, for
all purposes of this Plan, as employed in the service of
the
<PAGE> -2-
Company, if (1) the Company has entered into an agreement
under section 3121(l) of the Code which applies to the
foreign subsidiary of which such person is an employee, and
(2) contributions under a funded plan of deferred
compensation, whether or not a plan described in section
401(a), 403(a), or 405(a) of the Code, are not provided by
any other person with respect to the remuneration paid to
such individual by the foreign subsidiary.
K. "Employer" means the Company or any Associate
Company. For purposes of sections 410 and 411 of the Code,
"Employer" also shall mean any corporation or other trade
or business that is treated under the first sentence of
section 414(b) or under section 414(c) of the Code as
constituting the same "employer" as the Company or an
Associate Company, with respect to any period of such
affiliated status.
L. "Employer Matching Contributions" means
contributions made by an Employer pursuant to Section VI.B.
hereof.
M. "Hours of Service" means all hours for which
an Employee is directly or indirectly paid, or entitled to
payment (including back pay for periods for which such
awards pertain), by an Employer (or any company which is a
member of the same controlled group of corporations, within
the meaning of section 1563(a) of the Code as the Employer
or any trade or business whether or not incorporated which
is under common control of an Employer as determined under
regulations prescribed under section 414 of the Code at the
time of such service) for the performance of duties, or for
reasons other than the performance of duties, such as
vacation, injury, accident, sickness, short-term disability
or authorized leave of absence. In the case of a payment
which is made or due on account of a period during which an
Employee performs no duties, Hours of Service will be
determined in accordance with the appropriate Department of
Labor regulations (section 2530.200b-2(b) and (c)). Solely
for the purpose of determining whether a One-Year Break in
Service has occurred, an Hour of Service shall include each
Hour of Service which otherwise would have been
<PAGE> -3-
credited to an Employee but for a period of absence from
work which commences by reason of the pregnancy of the
Employee, the birth of a child of the Employee, the
placement of a child with the Employee in connection with
the adoption of such child by the Employee or the caring
for such child by the Employee immediately following such
birth or placement. The Hours of Service credited for such
leave shall be credited in the Plan Year in which such
leave begins if such crediting is necessary to prevent a
One-Year Break in Service in the Plan Year, otherwise such
Hours of Service shall be credited in the immediately
following Plan Year.
N. "Leased Employee" means any person performing
services for an Employer as a leased employee pursuant to
an agreement with a leasing organization who shall for
purposes of the Plan continue to be an employee of such
leasing organization, and not of an Employer,
notwithstanding amendments to the Code which require that
such person may have to be counted as an employee of the
Employer in order to perform certain plan qualification
tests as contained therein.
O. "Member" means an Employee who participates
in the Plan in accordance with the provisions of Section V.
hereof, or a retiree who has elected a deferred
distribution under Section XI.A.2. hereof.
P. "Member Contributions" means the After-Tax
Contributions and Qualified Deferred Earnings Contributions
made to the Plan pursuant to Section VI.A. hereof.
Q. "One-Year Break in Service" means an
Anniversary Year during which an Employee does not complete
more than 500 Hours of Service.
R. "Participating Resident Alien" means a person
who is not a United States citizen but (1) has previously
been employed as a lawful resident alien in the service of
an Employer within the United States of America, (2) was a
Member of the Plan during such employment, (3) is currently
employed at a location outside both the person's country of
citizenship and the continental limits of the United States
of America, and (4) continues to maintain his eligibility
for employment as a lawful resident alien within the United
States of America.
S. "Plan" means this Minerals Technologies Inc.
Savings and Investment Plan, as it may be amended from time
to time.
<PAGE> -4-
T. "Plan Year" means (1) the period beginning
April 1, 1993 and ending December 31, 1993, and (2) each
twelve (12) month period thereafter commencing on January 1
and ending on December 31 while the Plan is in effect.
U. "Qualified Deferred Earnings Contributions"
means the contributions made on behalf of a Member under
section 401(k) of the Code and the applicable Treasury
Regulations thereunder pursuant to Section VI.A. hereof.
V. "Regular Earnings" means for any Plan Year
the sum of (1) the regular base pay and bonuses received by
a Member, as established by an Employer, plus the Member's
overtime pay, premium pay, and call-in/call-back pay, but
excluding Christmas gifts, allowances, contest awards,
remuneration received in the form of salary continuance or
lump sum severance by a Member while no longer providing
services to an Employer and other similar payments and (2)
any amount which is contributed by a Member's Employer on
behalf of the Member pursuant to a salary reduction
agreement and which is not includible in gross income under
sections 125, 402(e)(3), 402(h) or 403(b) of the Code.
With respect to each Plan Year commencing after December
31, 1988 and prior to January 1, 1994, a Member's Regular
Earnings shall not include any amounts in excess of
$200,000 (as adjusted by the Secretary of the Treasury, or
his delegate, at the same time and in the same manner as
under section 415(d) of the Code to reflect cost of living
increases).
In addition to other applicable limitations set
forth in the Plan, and notwithstanding any other provision
of the Plan to the contrary, for Plan Years beginning on or
after January 1, 1994, the Regular Earnings of each
Employee taken into account under the Plan shall not exceed
the OBRA '93 annual compensation limit. The OBRA '93
annual compensation limit is $150,000, as adjusted by the
Commissioner for increases in the cost-of-living in
accordance with section 401(a)(17)(B) of the Code. The
cost-of-living adjustment in effect for a calendar year
applies to any period, not exceeding twelve (12) months,
over which Regular Earnings is determined (determination
period) beginning in such calendar year. If a
determination period consists of fewer than twelve (12)
months, the OBRA '93 annual compensation limit will be
multiplied by a fraction, the numerator of which is the
number of months in the determination period, and the
denominator of which is twelve (12).
For Plan Years beginning on or after January 1,
1994, any reference in this Plan to the limitation under
section 401(a)(17) of the Code shall mean the OBRA '93
annual compensation limit set forth in this provision.
<PAGE> -5-
If Regular Earnings for any prior determination
period is taken into account in determining an Employee's
contributions in the current Plan Year, the Regular
Earnings for that prior determination period is subject to
the OBRA '93 annual compensation limit in effect for that
prior determination period. For this purpose, for
determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the
OBRA '93 annual compensation limit is $150,000.
Furthermore, for Plan Years beginning prior to
January 1, 1997, in determining Regular Earnings, the rules
of section 414(q)(6) of the Code shall apply, except that
in applying such rules, the term "family" shall include
only the spouse of the Employee and any lineal descendants
of the Employee who have not attained age 19 before the
close of the calendar year.
W. "Rollover Contributions" means the cash
rollover contributions made by a Member in respect of
distributions from other employee plans pursuant to section
402(c) of the Code.
X. "Temporary Employee" means any Employee whose
employment at time of hire is limited in time to a period
of less than six (6) months.
Y. "Trustee" means the Trustee hereinafter
provided for in Section XIII. hereof.
Z. "Value Determination Date" means the last
Business Day in each calendar month, or more frequently
as the Committee may so determine, as of which the Committee
shall determine the value of each Fund established pursuant
to Section VII. hereof.
AA. "Vested" means to have acquired, in
accordance with the express provisions of the Plan, a
nonforfeitable interest in all or part of an Employer's
contributions hereunder, which becomes payable as provided
in the Plan.
BB. Wherever used in this Plan, the masculine or
neuter pronoun shall include the feminine pronoun, and the
singular includes the plural.
<PAGE> -6-
III. EFFECTIVE DATE
Subject to the provisions of Section XX. hereof, the
effective date of the Plan is April 1, 1993. The Plan as
in effect prior to the effective date of any amendment will
continue to apply to those who terminated employment prior
to such date except as otherwise provided by the Plan or
under applicable law.
IV. ELIGIBILITY
Any person who has been an Employee of an Employer
referred to in Schedule A (a "Schedule A Employer") since
on or prior to May 1, 1993, is eligible to become a Member,
in accordance with Section V. hereof. Any Employee who
begins employment with a Schedule A Employer after May 1,
1993, will be eligible to become a Member beginning on the
January 1 following the start of his employment, in
accordance with Section V. hereof. Notwithstanding the
foregoing, a Temporary Employee who begins employment with
a Schedule A Employer on or after January 1, 1995, shall
not become eligible to become a Member until the January 1
following his first Anniversary Year in which he performs
1,000 Hours of Service; except that, if the first day of
the Anniversary Year in which the Temporary Employee
performs 1,000 Hours of Service is prior to the first day
of the calendar year in which such service is completed, he
will be eligible to become a Member upon completion of the
1,000 Hours of Service, in accordance with Section V.
hereof. No Leased Employee will be eligible to be a
Member.
A Member, or an Employee eligible to be a Member,
who terminates employment with a Schedule A Employer and
who is subsequently reemployed by any Schedule A Employer
is eligible to become a Member on the date of such
reemployment, in accordance with Section V. hereof. An
Employee who is not eligible to be a Member at the time of
termination of his employment with a Schedule A Employer
and who is subsequently reemployed by a Schedule A Employer
shall have his eligibility determined under the provisions
of the preceding paragraph without regard to his prior
employment with a Schedule A Company.
V. PARTICIPATION
Participation in the Plan shall be entirely
voluntary. An Employee who is eligible to become a Member
may become a Member on the first day of any payroll
<PAGE> -7-
period following or coincident with the date on which he
becomes eligible in accordance with Section IV. hereof, by
authorizing and directing his Employer in accordance with
rules and procedures approved by the Committee to (i) make
payroll deductions and (ii) to invest such payroll
deductions as hereinafter provided, or with the approval of
the Company, as a result of a plan-to-plan transfer to the
Plan for the account of said Employee in accordance with
Section VI.C. hereof. Such authorizations and directions
shall continue in effect unless or until the Member
suspends, withdraws, or modifies them, as hereinafter
provided, or until termination of employment or of the
Plan.
VI. CONTRIBUTIONS
A. Member Contributions
A Member may elect in accordance with rules
and procedures approved by the Committee, to contribute in
each pay period, by payroll deduction, an amount equal to
from 2% to 15%, inclusive, in whole percents of his after-tax
Regular Earnings for said period, or a lesser amount in
accordance with rules and procedures approved by the
Committee (which rules and procedures may be applied
uniformly, or solely to any Member who is a "highly
compensated employee," as defined below) hereinafter
referred to as "After-Tax Contributions." A Member may
elect under section 401(k) of the Code and the applicable
Treasury Regulations thereunder, in accordance with rules
and procedures approved by the Committee, to defer receipt
of from 2% to 15%, inclusive, in whole percents of his
Regular Earnings, or a lesser amount in accordance with
rules and procedures established by the Committee (which
rules and procedures may be applied uniformly, or solely to
any Member who is a "highly compensated employee," as
defined below) and to have such deferred earnings,
hereinafter referred to as "Qualified Deferred Earnings
Contributions," contributed to the Plan by his Employer on
his behalf. The total contribution under this Section VI.
shall in no event exceed 15% of the Member's Regular
Earnings.
Notwithstanding the foregoing, under no
circumstances shall an election by a Member be given effect
(a) to the extent that the Member's Qualified Deferred
Earnings Contributions exceed $7,000 (or such greater
amount as may from time to time be approved for purposes of
section 402(g)(1) of the Code) for a Plan Year, or (b) to
the extent that an election by a Member who is a "highly
compensated employee," as hereinafter defined, might cause
the Plan to fail to meet the discrimination standards set
forth in section 401(k)(3) of the Code. In this regard,
the actual deferral percentage of the Qualified Deferred
Earnings Contributions on behalf
<PAGE> -8-
of Members who are highly compensated employees for any
Plan Year must either be (a) not more than such percentage
for all other Members for such Plan Year multiplied by
1.25, or (b) not more than two (2) percentage points
greater than such percentage for all other Members for such
Plan Year and not more than such percentage for all other
Members for such Plan Year multiplied by two (2).
An Employee shall be considered to be a
highly compensated employee if he performs service for an
Employer during the determination year and if during the
look-back year he: (i) received compensation from an
Employer in excess of $75,000 (as adjusted pursuant to
section 415(d) of the Code); (ii) received compensation
from an Employer in excess of $50,000 (as adjusted pursuant
to section 415(d) of the Code) and was a member of the top-paid
group for such year; or (iii) was an officer of an
Employer and received compensation during such year that is
greater than 50% of the dollar limitation in effect under
section 415(b)(1)(A) of the Code for such year. The term
"highly compensated employee" also includes: (I) Employees
who are both described in the preceding sentence if the
term "determination year" is substituted for the term
"look-back year" and the Employee is one of the one hundred
(100) Employees who received the most compensation from an
Employer during the determination year, and (ii) Employees
who are a 5-percent owner (as defined in section 416(i)(1)
of the Code) of an Employer at any time during the look-back
year or determination year. If no officer has
satisfied the compensation requirement of (iii) above
during either a determination year or look-back year, the
highest paid officer for such year shall be treated as a
highly compensated employee. Notwithstanding the
foregoing, for each Plan Year the Company may elect to
determine the status of highly compensated employees under
the simplified snapshot method described in Internal
Revenue Service Revenue Procedure 93-42 or, to the extent
permitted by Treasury Regulations, on a calendar year
basis.
For purposes of this Section VI.A., the
"determination year" means the Plan Year and the "look-back
year" means the twelve (12) month period immediately
preceding the determination year. A former Employee shall
be treated as a "highly compensated employee" if such
Employee separated from service (or was deemed to have
separated) prior to the determination year, performs no
service for an Employer during the determination year, and
was a highly compensated employee for either the separation
year or any determination year ending on or after the
Employee's fifty-fifth (55th) birthday.
If, for Plan Years beginning prior to January
1, 1997, an Employee is, during a determination year or a
look-back year, a family member of either a 5-
<PAGE> -9-
percent owner who is an active or former Employee or a
highly compensated employee who is one of the ten (10) most
highly compensated Employees ranked on the basis of
compensation paid by an Employer during such year, then the
family member and the 5-percent owner or the top ten highly
compensated employee shall be aggregated. In such case,
the family member and 5-percent owner or top ten highly
compensated employee shall be treated as a single Employee
receiving compensation and Plan contributions or benefits
equal to the sum of such compensation and contributions or
benefits of the family member and 5-percent owner or top
ten highly compensated employee. For purposes of this
Section VI.A., family member includes the spouse, lineal
ascendants and descendants of the Employee or former
Employee and the spouses of such lineal ascendants and
descendants.
The determination of who is a highly
compensated employee, including the determination of the
number and identity of Employees in the top-paid group, the
top one hundred (100) Employees, the number of Employees
treated as officers and the compensation that is
considered, shall be made in accordance with section 414(q)
of the Code and the regulations thereunder.
Election of the amount of After-Tax
Contributions and Qualified Deferred Earnings Contributions
by a Member shall be made upon enrollment in the Plan in
the manner hereinbefore provided, and a Member may change
his election at any time in accordance with rules and
procedures approved by the Committee, such election to be
effective upon the first day of the next succeeding payroll
period. A Member who is a "highly compensated employee"
shall be required to revise his election either to defer an
amount of his Regular Earnings and/or to contribute a
portion of his Regular Earnings, in conformity with rules
and procedures approved by the Committee, to enable the
Plan to meet the non-discrimination tests set forth in the
Code and the applicable Treasury Regulations thereunder.
In the event that the limits described in
section 401(k) of the Code and the applicable Treasury
Regulations thereunder are inadvertently exceeded, the
following provisions shall apply:
(a) The amount of Qualified Deferred Earnings
Contributions which may be made on behalf
of some or all "highly compensated
employees" shall be reduced by reducing
to the extent necessary the highest
percentage rates elected by the "highly
compensated employees."
(b) Qualified Deferred Earnings Contributions
subject to reduction under this paragraph
("excess contributions"), together with
income, and excluding any losses,
attributable to the excess contributions,
determined in accordance with paragraph
(c),shall be returned to the applicable
Employers and paid by such Employers to
the affected Members before the close of
the Plan Year following the Plan Year in
which the excess contributions were made,
and to the extent practicable within 2
1/2 months of the close of the Plan Year
in which the excess contributions were
made. The Account of any affected Member
shall be adjusted accordingly, and the
Committee shall take, and instruct the
appropriate Employers to take, such other
action as shall be necessary or appropriate
to effectuate such distribution. If the
Committee adopts appropriate rules in
accordance with regulations issued by the
Secretary of the Treasury, the Member may
elect, in lieu of a return of the excess
contributions, to contribute the excess
contributions to the Plan as After-Tax
Contributions for the Plan Year in which
the excess contributions were made, subject
to the limitations of Section VI.E. hereof.
The Member's election shall be made within
2 1/2 months of the close of the Plan Year
in which the excess contributions were made,
or within such shorter period as the
Committee may prescribe. In the absence of
a timely election by the Member, the
Committee shall return his excess
contributions as provided in this paragraph
(b).
(c) The amount of income attributable to the
excess contributions shall be determined
by multiplying the total income on the
Member's Qualified Deferred Earnings
Contributions for the Plan Year in which
the excess contributions were made by a
fraction, the numerator of which is the
amount of excess contributions for that
Plan Year and the denominator of which is
the total value of the Member's Qualified
Deferred Earnings Contributions as of the
first Business Day of the Plan Year plus the
Member's Qualified Deferred Earnings
Contributions for the Plan Year. Income for
the period between the end of the applicable
Plan Year and the date of the corrective
distribution shall be disregarded.
<PAGE> -11-
Member Contributions shall be remitted to the
Trustee within thirty (30) days after the end of the
calendar month in which the contributions are deducted, and
shall be made in cash; provided, however, that all or any
portion of any such contribution to Fund V, as defined in
Section VII.A. hereof, in the discretion of the Committee,
may be retained and added to the Company's capital funds,
and there may be delivered to the Trustee treasury stock or
authorized but previously unissued stock of the Company, of
a value equal to the amount so retained. Notwithstanding
the foregoing, Member Contributions shall be remitted to
the Trustee in accordance with the requirements of
Department of Labor Regulations section 2510.3-102. The
value of any such stock shall be the closing price of the
stock on the New York Stock Exchange on the applicable
Value Determination Date. After-Tax Contributions and
Qualified Deferred Earnings Contributions and the earnings
thereon shall be nonforfeitable.
B. Employer Matching Contributions
1. Each Employer shall contribute on a
bi-weekly basis and allocate to the Account of each of its
employees who are Members an amount equal to the percent
indicated below of the contributions made by each such
Member as After-Tax Contributions, or contributed to the
Plan by the Employer on behalf of each such Member as
Qualified Deferred Earnings Contributions up to 6% of such
Member's Regular Earnings, determined before any reduction
for Qualified Deferred Earnings Contributions, hereinafter
referred to as "Employer Matching Contributions":
Contributions by or on Employer Matching
Behalf of a Member Contributions
---------------------- -----------------
First 2% 100%
Next 4% 50%
Employer Matching Contributions shall be remitted to the
Trustee within thirty (30) days after the end of each
calendar month, and shall be made in cash; provided,
however, that all or any portion of any such contribution
to the Company Common Stock Fund (Fund M), as defined in
Section VII.B. hereof, may be retained and added to the
Company's capital funds, and there may be delivered to the
Trustee treasury stock or authorized but previously
unissued stock of the Company, of a value equal to the
amount so retained. The value of any such stock
contributed by an Employer shall be the closing price of
the stock on the New York Stock Exchange on the applicable
Value Determination Date. Employer Matching Contributions
and the earnings thereon shall be nonforfeitable.
<PAGE> -12-
2. At the discretion of the Company, Employer
Matching Contributions in any Plan Year may be increased to
an amount not to exceed 100% in the aggregate of Member
Contributions or contributions made on behalf of Members as
Qualified Deferred Earnings Contributions. The additional
Employer Matching Contributions, if any, provided for in
this Section VI.B.2. shall be allocated to the Account of
each Member in the same manner as provided in Section
VI.B.1. hereof.
3. Notwithstanding anything hereinabove to the
contrary, in the case of all Employer Matching
Contributions hereunder, the amount of contributions in a
Plan Year shall in no event exceed the amount allowable
under the Code and applicable Treasury Regulations
thereunder to the Employer making the contributions as a
deduction for contributions paid to this Plan.
Notwithstanding any provisions to the contrary, any
contribution by the Company is conditioned upon the
deductibility of the contribution by the Company under the
Code and, to the extent any such deduction is disallowed,
the Company shall, within one (1) year following the
disallowance of the deduction, demand repayment of such
disallowed contribution and the Trustee shall return such
contribution within one (1) year following the
disallowance. Earnings of the Plan attributable to the
excess contribution may not be returned to the Company, but
any losses attributable thereto must reduce the amount so
returned.
C. Plan-to-Plan Transfers
Assets transferred to the Plan from (i) a
pension or profit sharing plan maintained by an Employer as
a result of an amendment, termination, merger, or
consolidation of said plan or (ii) the Pfizer 401(k) Plan
shall constitute a plan-to-plan transfer. For the purpose
of this Plan, amounts attributable to a plan-to-plan
transfer shall be treated as employee contributions or as
employer contributions for all purposes of the Plan,
including Sections VI.A. and XXVI. hereof, in accordance
with the treatment afforded such assets in the transferor
plan, except that such assets may be invested, at the
election of the affected Employee in the Funds described in
Section VII.A. hereof in accordance with the provisions of
Section VII.A. hereof, notwithstanding the fact that they
represented employer contributions in the prior plan. An
Employee shall be vested in assets in his Account hereunder
as a result of a plan-to-plan transfer to at least the same
extent as the Employee was vested in such monies under the
terms of the transferee plan. Employees affected by this
Section VI.C. shall be deemed to be Members of the Plan
with respect to such Accounts whether or not they are
otherwise eligible to be Members of the Plan pursuant to
the other provisions of the Plan.
<PAGE> -13-
D. Rollover Contributions
Commencing April 1, 1997, the Committee in
its sole discretion, exercised in a uniform and
nondiscriminatory manner, may permit an Employee who has
satisfied the requirements of Section V. hereof to make a
Rollover Contribution to the Plan by delivering, or causing
to be delivered, the cash which constitutes such Rollover
Contribution to the Trustee in accordance with rules and
procedures approved by the Committee. The Employee shall
allocate the investment of his Rollover Contribution among
the Funds described in Section VII.A. hereof in accordance
with rules and procedures approved by the Committee.
Notwithstanding any provision to the contrary, under no
circumstances shall any funds attributable to any
Employee's Rollover Contribution be used in any way as the
basis for the allocation of any Employer Matching
Contributions pursuant to Section VI.B. hereof or
forfeitures pursuant to Section VI.E. hereof.
E. Maximum Additions
Notwithstanding anything contained herein to
the contrary, the total annual additions, as hereinafter
defined, made to the Account of a Member shall not exceed
the lesser of: $30,000 (or, if greater, 25% of the defined
benefit dollar limitation in effect under section
415(b)(1)(A) of the Code), or 25% of compensation (as
defined in section 415(c)(3) of the Code), subject to the
following:
(1) If such annual additions exceed the
foregoing limitation, any contributions made by the
Member, which cause the excess, shall be returned to
the Member. If, after returning such contributions to
the Member, an excess still exists, such excess shall
be reallocated to eligible Members as a forfeiture and
credited to the Accounts of such Members on the basis
of their respective Account balances. If, after
reallocating such excess as forfeitures among all
eligible Members, the annual addition still exceeds
the applicable limitation for each and every Member,
such excess as still remains shall be held unallocated
in a suspense account for the limitation year and
allocated and reallocated in the next limitation year
before any employer or employee contributions which
would constitute annual additions under section 415 of
the Code and the Treasury Regulations thereunder may
be made to the Plan for that limitation year.
<PAGE> -14-
(2) Notwithstanding the foregoing, in the case
of an Employee who participates in this Plan and in
the Company's Retirement Annuity Plan or any other
defined benefit plan or defined contribution plan
maintained by an Employer, the sum of the defined
contribution plan fraction and the defined benefit
plan fraction for any year shall not exceed one (1).
In the event the sum of such fractions exceeds one
(1), the Committee responsible for the administration
of the defined benefit plan shall reduce the pension
provided under the defined benefit plan in order that
none of the plans shall be disqualified under the
Code. For purposes of applying the limitations of
this Section VI.E., the following rules shall apply:
(a) The term "defined contribution plan fraction"
shall mean the actual aggregate annual
additions, as hereinafter defined, to this
Plan determined as of the close of the year,
over the aggregate of the maximum annual
additions which could have been made for each
year of the Member's service had such annual
additions been limited each such year in
accordance with the restrictions imposed by
section 415 of the Code (or such greater
amount prescribed under regulations issued by
the Secretary of the Treasury pursuant to the
provisions of section 415(d) of the Code to
take into account increases in the cost of
living).
(b) The term "defined benefit plan fraction" shall
mean the projected annual pension payable
under the defined benefit plan, over the
maximum projected annual pension payable under
such plan increased pursuant to section
415(e)(2)(B) of the Code.
(c) The term "limitation year" shall mean the
calendar year.
(3) The term "annual addition" shall mean the sum
of Employer Matching Contributions, After-Tax
Contributions, Qualified Deferred Earnings
Contributions and forfeitures. The term "annual
addition" shall not include plan-to-plan transfers
or, effective April 1, 1997, Rollover Contributions.
(4) The limitations of this Section VI.E.
with respect to any Member who at any time has
participated in any other defined contribution plan,
or in more than one (1) defined benefit plan,
maintained by a corporation which is a member of the
controlled group of corporations (within the meaning
<PAGE> -15-
of section 1563(a), determined without regard to
section 1563(a)(4) and (e)(3)(C), and section 415(h)
of the Code) of which his Employer is a member, shall
apply as if the total benefits payable under all
defined benefit plans in which the Member has been a
participant were payable from one (1) plan, and as if
the total annual additions, made to all defined
contribution plans in which the member has been a
participant, were made to one (1) plan.
F. Limitations on After-Tax Contributions
and Employer Matching Contributions
Notwithstanding the foregoing, the following rules
and limitations shall apply to After-Tax Contributions and
Employer Matching Contributions:
With respect to each Plan Year, the spread between
the "contribution percentage" (within the meaning of
section 401(m)(3) of the Code and the Treasury Regulations
thereunder) for highly compensated employees (as defined in
Section VI.A. hereof) shall not exceed the "contribution
percentage" of the remaining Employees required to be
considered under section 401(m)(2) of the Code and the
Treasury Regulations thereunder, by an amount that would
cause the Plan to fail to meet the anti-discrimination
requirements set forth in section 401(m) of the Code.
If after the close of any Plan Year, the Committee
shall determine that the spread between the "contribution
percentage" for (A) "highly compensated employees," and (B)
the remaining Employees required to be considered under
section 401(m)(2) of the Code and the Treasury Regulations
thereunder, for the Plan Year then ended is such that the
Plan would fail to meet the anti-discrimination
requirements set forth in section 401(m) of the Code, the
following provisions shall apply:
(1) The amount of After-Tax Contributions and
Employer Matching Contributions which may be made on
behalf of some or all highly compensated employees in
the Plan Year shall be reduced by reducing to the extent
necessary the highest percentage rates elected by the
highly compensated employees.
(2) Any After-Tax Contributions and Employer Matching
Contributions subject to reduction under this paragraph
("excess aggregate contributions"), together with income
attributable to the excess aggregate contributions,
determined in accordance with paragraph (4), shall be
reduced in the following order of priority:
<PAGE> -16-
(A) After-Tax Contributions, to the extent of
the excess aggregate contributions, together with
the income, and excluding any losses, attributable
to those contributions, shall be returned to the
Member's Employer and paid by such Employer to the
affected Members, and then, if necessary,
(B) Employer Matching Contributions, together
with the income attributable to those contributions,
shall be forfeited and applied to reduce subsequent
Employer Matching Contributions.
(3) Any repayment or forfeiture of excess aggregate
contributions shall be made before the close of the Plan
Year following the Plan Year for which those
contributions were made, and to the extent practicable
within 2 1/2 months of the close of the Plan Year in
which the contributions were made. The After-Tax
Contributions and Employer Matching Contributions of
any affected Member shall be adjusted accordingly, and
the Committee shall take, and instruct the Employer to
take, such other action as shall be necessary or
appropriate to effectuate such distribution or
forfeiture.
(4) The amount of income attributable to the excess
aggregate contributions shall be determined by
multiplying the total income on the Member's Account
attributable to After-Tax Contributions and Employer
Matching Contributions for the Plan Year in which the
excess aggregate contributions were made by a fraction,
the numerator of which is the amount of excess aggregate
contributions for that Plan Year and the denominator of
which is, the total value of the Member's Account
attributable to After-Tax Contributions and Employer
Matching Contributions as of the first Business Day of
that Plan Year plus the Member's After-Tax Contributions
and Employer Matching Contributions for the Plan Year.
Income for the period between the end of the applicable
Plan Year and the date of the corrective distribution
shall be disregarded.
If any highly compensated employee is a member of
another qualified plan of an Employer under which deferred
cash contributions or matching contributions are made on
behalf of the highly compensated employee or under which
the highly compensated employee makes after-tax
contributions, the Committee shall implement rules, which
shall be uniformly applicable to all employees similarly
<PAGE> -17-
situated, to take into account all such contributions under
all such plans in applying the limitations of this Section
VI.F.
VII. INVESTMENT OF FUNDS
A. Member Contributions
Each Member may elect upon enrollment, and
thereafter at intervals of at least three (3) months'
duration and, commencing May 12, 1997, at any time, by
direction in accordance with rules and procedures approved
by the Committee, that his future After-Tax Contributions
and Qualified Deferred Earnings Contributions shall be
invested in one (1) or more of the following Funds:
Fund I - FIXED INCOME FUND - A fund, valued at
book, invested and re-invested directly or through one
(1) or more collective investment vehicles primarily in
obligations of a short term nature, including but not
limited to savings accounts, savings and loan accounts,
time deposits, certificates of deposit, savings
certificates, short term securities issued or guaranteed
by the United States of America or any agency or
instrumentality thereof, and corporate obligations or
participations therein (but excluding specifically any
separately managed account obligations of the Company or
an Associate Company), although the same may not be
legal investments for trustees under the laws applicable
thereto, to be selected and held by the Trustee in its
sole discretion; or invested and re-invested in whole or
in part in one (1) or more investment contracts with one
(1) or more insurance companies or other financial
institutions as directed from time to time by the
Committee, or in a collective investment vehicle
investing in such contracts selected by the Committee.
Fund II - BALANCED FUND - A balanced fund
invested and re-invested in, at the discretion of the
Trustee, common stocks and bonds, the stock component of
which invests in the Trustee's Flagship Fund which is
comprised of five hundred (500) common stocks and
closely tracks the S&P 500 Index and the bond component
of which invests in the Trustee's Bond Market Fund which
consists primarily of a portfolio of U.S. Treasury,
Agency, and investment grade corporate and mortgage-
backed securities representative of the broad bond
market and uses the Lehman Brothers Aggregate Bond Index
as a benchmark, although the same may not be legal
<PAGE> -18-
investments for trustees under the laws applicable
thereto. The Trustee will maintain the Fund in a static
mix of approximately 60% in common stocks and 40% in
fixed income instruments, rebalanced monthly with cash
flows. Effective May 1, 1997, the Balanced Fund shall
be replaced by the Life Solutions Balanced Growth Fund,
such fund to be known as the BALANCED GROWTH FUND. The
net value of all assets in the Balanced Fund as of the
close of business on April 30, 1997 shall be transferred
to the Balanced Growth Fund on May 1, 1997. The
Balanced Growth Fund is a balanced fund invested and
re-invested by the fund's investment manager in
commingled U.S. and international stock funds and in
commingled bond funds. The fund's investment manager
actively manages the Balanced Growth Fund and employs
a systematic evaluation process to determine asset
allocations. Under normal market conditions the
Balanced Growth Fund average asset mix would be
approximately 50% in U.S. equity funds, 10% in
international equity funds and 40% in U.S. bond funds.
The investment manager may adjust the total allocation
to stock or bond funds by plus/minus 20% based on
economic or market conditions and liquidity needs.
Fund III - S&P 500 INDEX FUND - A fund invested and
re-invested in corporate common stocks either in
separate accounts (excluding specifically common stocks
of the Company or an Associate Company) or in commingled
equity funds, such as a stock index fund, which may
include a proportionate share of common stocks of the
Company or an Associate Company, although the same may
not be legal investments for trustees under the laws
applicable thereto, to be selected by the Trustee or an
investment manager, in its sole discretion, or, in the
case of the commingled equity fund, selected by the
Committee, in its sole discretion, and held by the
Trustee and managed by the Trustee or an investment
manager.
Fund IV - GENERAL EQUITY FUND - A fund invested and
re-invested by the Trustee or an investment manager
directly or through one or more collective investment
vehicles in selected common stocks identified based on
fundamental valuation measures and anticipated changes
in earnings estimates, although the same may not be
legal investments for trustees under the laws applicable
thereto. The Trustee shall use selected criteria to
construct portfolios that have strong value and growth
biases. A typical portfolio will consist of
approximately one hundred (100) securities.
<PAGE> -19-
Fund V - COMPANY STOCK FUND - A fund invested and
re-invested in Minerals Technologies Inc. common stock,
although such may not be a legal investment for trustees
under the laws applicable thereto. The Trustee shall
make purchases of such stock in the open market or from
the Company if treasury stock or authorized but unissued
stock is made available by the Company for such
purchase. If such stock is purchased from the Company,
its price shall be the closing price of the stock on the
New York Stock Exchange on the day of purchase. The
Trustee may also purchase such stock from private
sources at a cost not in excess of that at which such
stock is available on the market.
Fund VI - INTERNATIONAL FUND (Effective May 12,
1997) - A fund invested and re-invested by the
investment manager in non-U.S. equity investments. The
fund is actively managed by use of a systematic approach
to analyze the suitability of investments in individual
countries, stocks and markets and the degree of currency
exposure with respect to investments in the portfolio.
The active management of the International Fund includes
both the management of the equity investments in the
fund and the management of the risk associated with
possible fluctuations in the value of currencies.
A Member shall also have the right, at intervals
of at least three (3) months' duration and, commencing May
12, 1997, at any time, as the Committee may by uniform
rules permit, to direct that any portion of his Account
invested in any of the foregoing Funds be transferred to
any other of the above Funds. Such direction to transfer
shall be effective as of the first Value Determination Date
following receipt of the Member's direction by the
Committee's appointed agent.
Commencing May 12, 1997, a Member shall also have
the right, at any time, as the Committee may by uniform
rules permit, to direct that a portion of his Account
invested in any of the foregoing Funds be transferred to
the following Fund VII:
Fund VII - MUTUAL FUND WINDOW (Effective May 12,
1997) - A fund administered by the Trustee and its
agents employed as securities brokers in which a Member
can invest in certain self-managed investments. The
investments expected to be available under the Mutual
Fund Window are certain mutual funds as specified by the
Committee. The Account of each Member who invests in the
Mutual Fund Window shall be reduced by any brokerage
fees and commissions payable on their individual
transactions in the
<PAGE> -20-
Mutual Fund Window and by any monthly access fee.
The Committee and the Trustee are authorized to sell
assets held in the Member's Account for the purpose
of paying the commissions and fees described herein.
Notwithstanding the foregoing, (i) a Member's
investment in Fund VII will be limited to 50% of the
difference between the Member's total Account value and the
value of such Member's Account attributable to Employer
Matching Contributions and earnings thereon, (ii) the
minimum amount that may be transferred into Fund VII at any
time is $1,000 and (iii) no amounts invested in Fund I may
be directly transferred to Fund VII and no amounts invested
in Fund I may be indirectly transferred to Fund VII by
first transferring the amounts in Fund I to some other Fund
(or Funds) unless such amounts remain invested in the
intervening Fund (or Funds) for at least three (3) months.
Amounts transferred between Fund VII and Funds II
through VI and the Pfizer Common Stock Fund, as defined in
Section VII.E. hereof, or amounts transferred between the
mutual funds within Fund VII may not be transferred
directly; the Member must first instruct the Committee or
its agent, in accordance with rules and procedures approved
by the Committee, to sell his interest in the funds which
he wishes to transfer. If such an instruction to sell is
properly made on or prior to 4:00 p.m. Eastern Standard
Time, the sale will be completed at the end of the next
Business Day; if such an instruction is made after 4:00
p.m. Eastern Standard Time, the sale will be completed at
the end of the second Business Day following the date of
the instruction. The Trustee will place the proceeds of
such sale in a short-term investment fund, designed to
produce a money market rate of return, within Fund VII.
Such proceeds will remain in such fund until the Member
further instructs the Committee or its agent to transfer
all or a portion of such proceeds into one or more of the
other funds. For purposes of transferring such amounts
between Fund VII and Funds II through VI and the Pfizer
Common Stock Fund, or between the mutual funds in Fund VII,
the Member may not transfer amounts attributable to the
sale of his interest in a fund until the settlement date of
such sale, which is normally three (3) Business Days
following the sale of an interest in Fund VII, and one (1)
Business Day following the sale of an interest in Funds II
through VI and the Pfizer Common Stock Fund. The crediting
of earnings within the short-term investment fund will not
begin until after such settlement date.
A charge in an amount to be established by the
Committee, but not to exceed 1% of the value of the amount
being transferred, to cover all or part of the
administrative cost thereof, may be deducted for such
transfers.
<PAGE> -21-
B. Employer Matching Contributions
Employer Matching Contributions shall be invested
in a separate unsegregated fund consisting solely, except
as provided in Section VII.D. hereof, of Minerals
Technologies Inc. common stock (hereinafter known as the
Company Common Stock Fund (Fund M)). When such
contributions are in cash, the Trustee shall make purchases
of such stock in the open market or from the Company if
treasury stock or authorized but unissued stock is made
available by the Company for such purchases. If such stock
is purchased from the Company, its price shall be the
average of the highest and lowest prices at which the stock
was traded on the New York Stock Exchange on the day of
purchase or, if not so traded, the average of the closing bid
and asked price thereof on such Exchange on the day of purchase.
The Trustee may also purchase such stock from private sources
at a cost not in excess of that at which such stock could be
purchased from the Company as provided herein.
C. Investment of Income Received
Subject to Section VII.D. hereof, interest, cash
dividends, stock dividends and capital gains shall be held
or invested and re-invested by the Trustee in the same Fund
from which they were derived.
D. Cash Balances
Nothing provided herein shall prevent the Trustee
or an investment manager appointed by the Committee from
maintaining any portion of the above Funds of the Trust
Fund in cash or in short-term obligations of the United
States Government or agencies thereof or in other types of
short-term investments, including commercial paper (other
than obligations of the Company or its affiliates), as it
may from time to time deem to be in the best interests of
the Plan or Trust Fund; provided, however, that cash
balances (including any interim investment thereof) shall
not be maintained in Fund V or the Pfizer Common Stock Fund
except to the extent that such balances are in anticipation
of cash distributions from such Funds or are maintained,
with respect to Fund V, not to disrupt the non-discretionary
purchasing program of the Trustee required by
the Plan.
E. Pfizer Common Stock Fund
Amounts transferred to the Plan from Fund P of
the Pfizer 401(k) Plan shall be invested in the Pfizer
Common Stock Fund and shall remain in such Fund until such
time as they are transferred to one or more of the Funds
described in
<PAGE> -22-
Section VII.A. hereof pursuant to a Member's election in
accordance with rules and procedures approved by the
Committee or distributed pursuant to Section X., Section
XI. or Section XXVI. hereof. The Pfizer Common Stock Fund
is an unsegregated fund invested and re-invested solely,
except as provided in Section VII.D. hereof, in Pfizer
Inc. common stock, although such may not be a legal
investment for trustees under the laws applicable thereto.
No amounts contributed under the Plan may be invested in,
or transferred from another Fund into, the Pfizer Common
Stock Fund.
VIII. CREDITS TO MEMBERS' ACCOUNTS
The Committee shall maintain in an equitable manner,
a separate Account for each Member, in which it shall keep
a separate record of such Member's balance in each Fund
attributable to all contributions made by or for the
Member. Each Member shall receive periodically, but at
least once each year, a statement setting forth the status
of his Account.
IX. SUSPENSION OF CONTRIBUTIONS
A Member may suspend his Member Contributions at any
time by direction to his Employer in accordance with rules
and procedures approved by the Committee, to be effective
as of the next succeeding payroll period. During such
suspension, no contributions will be made by his Employer
on behalf of such Member. Such Member shall also be ineligible
to recommence contributions until the first day of the calendar
month following six (6) months of additional service as an
Employee from the date upon which his contributions were first
suspended. A Member who is on military leave of absence may
elect to continue his contributions under this Plan. A Member
who has been laid off for lack of work or who is on other
leave of absence will be deemed to have suspended his contributions
until such time as he is restored to the regular service of his
Employer, at which time he may immediately recommence contributions
under the Plan.
X. WITHDRAWALS
Subject to the limitations imposed under Sections
VI.C. and X.B. hereof restricting assets transferred to the
Plan and the withdrawal of Qualified Deferred Earnings
Contributions until the earliest of the Member's
retirement, death, disability, separation from service,
hardship or attainment of age 59 1/2, respectively, a
<PAGE> -23-
Member may, in accordance with rules and procedures
approved by the Committee, request a withdrawal of all or
any part of the value of his Account, as of the Value
Determination Date coincident with or next following the
date such withdrawal is requested in accordance with rules
and procedures approved by the Committee, upon the
following conditions, provided that, a Member who has
attained age 59 1/2 who withdraws the full value of his
Account may, in accordance with rules and procedures
approved by the Committee, elect to receive a lump sum
distribution (i) in Minerals Technologies Inc. common stock
equal in value to all or any part of his share in Fund V
and his share, if any, in the Company Common Stock Fund
(Fund M), (ii) in Pfizer Inc. common stock equal in value
to all or any part of his share in the Pfizer Common Stock
Fund, and (iii) in cash equal in amount to his share in
Funds I, II, III, IV, VI and VII, as applicable, and his
remaining share in Fund V, the Pfizer Common Stock Fund
and/or the Company Common Stock Fund (Fund M).
Notwithstanding anything in this Section X. to the
contrary, effective January 1, 1997, a Member subject to
Section 16 of the Securities Exchange Act of 1934, as
amended (an "Insider"), may not elect to make a withdrawal
from his Account (other than a withdrawal in connection
with his termination of service) within six (6) months of
the date of an election to increase his interest in (I)
Fund V (whether by direction of future After-Tax
Contributions or Qualified Deferred Earnings Contributions
or by transfer of amounts into Fund V from other Funds
pursuant to Section VII.A.) or (II) an investment in
Minerals Technologies Inc. common stock under another plan
of the Company, to the extent such a withdrawal results in
a withdrawal of amounts invested by the Insider in Fund V.
A. Withdrawal - Other Than of Qualified Deferred
Earnings Contributions
Except as stated above, a Member shall be entitled
to withdraw in cash at any time up to the full value of his
Account not attributable to Qualified Deferred Earnings
Contributions, plus the cash value, if any, of the balance
of his Account invested in the Company Common Stock Fund
(Fund M); provided, however, that an Employee shall be
entitled to withdraw in cash at any time an amount equal to
all or any part of his Account attributable to Employer
Matching Contributions only if (i) such contributions have
been held under the Plan for at least two (2) years from
the date of contribution, or (ii) if the Employee would be
entitled to make a hardship withdrawal of such Employer
Matching Contributions under the hardship withdrawal
standards of Section X.B. hereof, or (iii) at least five
(5) years have elapsed since the Employee enrolled in the
Plan or the Pfizer 401(k) Plan.
<Page Break> -24-
B. Withdrawal - Qualified Deferred Earnings
Contributions
Except as stated in the second paragraph of this
Section X., a Member shall be entitled to make a hardship
withdrawal of his Qualified Deferred Earnings Contributions
and the amount, if any, in the Pfizer Common Stock Fund
attributable to his elective deferrals under section 402(g)
of the Code and of the appreciation thereon earned prior to
January 1, 1989, up to the amount needed to satisfy the
hardship, provided the Member first makes a full withdrawal
under Section X.A. hereof and satisfies the Committee as to
the existence of such hardship pursuant to the requirements
set forth in Section X.B. hereof.
Qualified Deferred Earnings Contributions and the
appreciation, if any, thereon may not be withdrawn by or
distributed to a Member until the earliest of the Member's
retirement, death, disability, separation from service,
hardship or attainment of age 59 1/2. A withdrawal is
considered a withdrawal due to hardship (a "hardship
withdrawal") if it is on account of: (i) an immediate and
heavy financial need of the Member, and (ii) the withdrawal
is necessary to satisfy such financial need. The Committee
may determine that a withdrawal shall be considered a
hardship withdrawal if it is requested on account of:
(a) unreimbursed medical expenses described in
section 213(d) of the Code incurred by the Member, his
spouse or dependents (as defined in section 152 of the
Code) or expenses necessary for such persons to obtain
medical care described in section 213(d) of the Code,
(b) tuition and related educational fees for the
next twelve (12) months of post-secondary education for
the Member, his spouse, child or dependent,
(c) the purchase of the Member's principal
residence (excluding mortgage payments),
(d) payments to prevent eviction from, or
foreclosure on the mortgage for, the Member's
principal residence, or
(e) such other needs as shall be officially
recognized by the Internal Revenue Service as giving
rise to an immediate and heavy financial need for
purposes of section 401(k) of the Code.
<Page Break> -25-
A hardship withdrawal shall be deemed to be
necessary to satisfy an immediate and heavy financial need
for a Member if:
(i) the withdrawal does not exceed the amount of
the Member's immediate and heavy financial need,
including any amounts necessary to pay any federal,
state, or local income taxes or penalties reasonably
anticipated to result from the withdrawal,
(ii) the Member has received all distributions,
exclusive of hardship withdrawals, and all non-taxable
loans available under each qualified plan maintained by
an Employer in which the Member participates,
(iii) the Member's Qualified Deferred Earnings
Contributions under the Plan and any other
contributions thereby under any other qualified or
non-qualified plan of deferred compensation maintained
by an Employer in which the Member participates are
suspended for the twelve (12) month period commencing
on the date immediately following receipt of the
hardship withdrawal, and
(iv) the Member may not have Qualified Deferred
Earnings Contributions made on his behalf under the
Plan and any other qualified or non-qualified plan
of deferred compensation maintained by an Employer
in which the Member participates for the calendar
year immediately following the calendar year of the
hardship withdrawal in excess of the dollar limitation
on Qualified Deferred Earnings Contributions referred
to in Section VI.A. hereof for such next following
calendar year reduced by the amount of the Member's
Qualified Deferred Earnings Contributions for the
calendar year in which the hardship withdrawal was
made.
In no event may the amount of a hardship
withdrawal exceed the amount necessary to satisfy the
Member's financial need, taking into account the extent
such need may be satisfied through the use of other
resources reasonably available to the Member. To
demonstrate such necessity, the Member must certify to the
Committee that the financial need cannot be satisfied:
(1) Through reimbursement or compensation by
insurance or otherwise,
<PAGE> -26-
(2) By reasonable liquidation of the Member's
assets, to the extent such liquidation would not itself
cause an immediate and heavy financial need,
(3) By cessation of Qualified Deferred Earnings
Contributions under the Plan, or
(4) By distributions or nontaxable (at the time
of the loan) loans from plans maintained by the Company
or any other employer, or by borrowing from commercial
sources on reasonable commercial terms.
For purposes of the above, the Member's resources shall be
deemed to include the assets of his spouse and minor
children that are reasonably available to the Member.
Except as provided in this Section X., a hardship
withdrawal to a Member shall not affect such Member's
eligibility to continue to participate in the Plan, nor
shall it affect the non-withdrawn balance of such Member's
Account or his rights and privileges with respect thereto.
XI. SETTLEMENT UPON TERMINATION OF EMPLOYMENT
Upon termination of employment, a Member, or in case
of death, his designated beneficiary, which in the case of
a married Member shall be the Member's spouse, unless, with
the consent of the spouse, another beneficiary has been
designated, or, if there is no spouse or other designated
beneficiary, the Member's legal representative, shall be
entitled to the value of his Account, commencing as soon as
practicable thereafter, but in no event later than one year
following his termination of employment or death, as
applicable, upon the following conditions:
A. Termination of Employment
1. Forms of Benefit. A Member terminating
employment, or in the case of a disabled Member terminating
employment, his legal representative if one has been
appointed, shall settle his Account by selecting, in
accordance with rules and procedures approved by the
Committee, one of the following methods:
(a) in a lump sum distribution in cash equal to
the full value of his Account invested in the Funds
described in Section VII. hereof, as applicable,
<PAGE> -27-
(b) in a lump sum distribution in (i) Minerals
Technologies Inc. common stock equal in value to all
or any part of the Member's share in Fund V and the
Company Common Stock Fund (Fund M), if any, plus (ii)
Pfizer Inc. common stock equal in value to all or any
part of the Member's share in the Pfizer Common Stock
Fund, if any, plus (iii) cash equal in amount to the
Member's share in Funds I, II, III, IV, VI and VII, as
applicable, and his remaining share in Fund V, the
Company Common Stock Fund (Fund M) and the Pfizer
Common Stock Fund, if any,
(c) with respect to that portion of the Member's
Account, if any, equal to the net value of such
Member's Account as of March 31, 1997, in distributions
in ten (10) substantially equal annual installments in
cash equal to the full value of his Account invested in
the Funds described in Section VII. hereof, as
applicable, and the remaining portion of the Member's
Account payable pursuant to paragraph (a) above, or
(d) with respect to that portion of the Member's
Account, if any, equal to the net value of such
Member's Account as of March 31, 1997, in distributions
in ten (10) substantially equal annual installments in
(i) Minerals Technologies Inc. common stock equal in
value to all or any part of the Member's share in Fund
V and the Company Common Stock Fund (Fund M), if any,
plus (ii) Pfizer Inc. common stock equal in value to
all or any part of the Member's share in the Pfizer
Common Stock Fund, if any, plus (iii) cash equal in
amount to the Member's share in Funds I, II, III, IV,
VI and VII, as applicable, and his remaining share in
Fund V, the Company Common Stock Fund (Fund M) and the
Pfizer Common Stock Fund, if any, and the remaining
portion of the Member's Account payable pursuant to
paragraph (b) above.
Notwithstanding the above, a Member who
terminates employment prior to age 65, other than by
disability, may only elect to settle his Account in
accordance with Sections XI.A.1.(a) or (b) hereof.
Regardless of the form of payment, all
distributions shall comply with section 401(a)(9) of the
Code and the Treasury Regulations thereunder, including the
minimum distribution incidental death benefit requirement
of section 401(a)(9)(G) of the Code and the Treasury
Regulations thereunder, and such provisions shall override
any Plan provisions otherwise inconsistent therewith.
<PAGE> -28-
2. Accounts Left in the Plan After
Termination. Notwithstanding the foregoing, if a Member
who has a balance of at least $3,500 in his Account
terminates employment without having made a selection of
the form of his benefit in accordance with rules and
procedures approved by the Committee, his Account will
remain in the Plan until he makes a total withdrawal of his
Account, reaches age 65, becomes disabled, or dies,
whichever first occurs, at which time settlement will be
made in a lump sum distribution in cash or, if so selected,
in cash and/or stock, in accordance with Section XI.A.1.(b)
hereof, equal to the full value of his Account, determined
as of the Value Determination Date immediately following or
coincident with the date such distribution is requested in
accordance with rules and procedures approved by the
Committee or the date of distribution, if earlier, less the
applicable withholding tax. Such Account may be totally
withdrawn or may be transferred among Funds in accordance
with the terms of the Plan, prior to such distribution.
Also, only one (1) partial withdrawal will be permitted
with respect to such an Account following termination of
employment.
3. Installment Distributions (Applicable to
the Portion of the Member's Account, if any, equal to the
March 31, 1997 Account balance). The initial installment
distribution of a Member's Account pursuant to Sections
XI.A.1.(c) and (d) hereof shall be equal to the value of
the applicable portion of such Account as of the Value
Determination Date immediately following or coincident with
the date such distribution is requested in accordance with
rules and procedures approved by the Committee, divided by
the total number of installment distributions to be made.
Subsequent installment distributions shall be equal to the
value of such Account as of the Value Determination Date on
the date of distribution, divided by the remaining number
of installment distributions. For the purpose of
determining the value of any Company or Pfizer Inc. common
stock distributed hereunder, such value shall be the
closing price of the stock on the New York Stock Exchange
on such Value Determination Date.
4. Delayed Distribution of Account.
Notwithstanding anything to the contrary in the Plan,
effective January 1, 1989, the benefit of each Member will
be distributed or commence to be distributed to him in
accordance with section 401(a)(9) of the Code, the Treasury
regulations thereunder and other official guidance issued
thereunder. In no event shall distribution commence later
than the earlier of (i) sixty (60) days following the later
of the end of the Plan Year in which the Member attains age
65 or terminates employment, or (ii) the April 1st
following the calendar year in which the Member attains age
70 1/2, whether or not he has terminated; provided,
however, that if a Member is not a 5% owner and shall have
attained age 70 1/2 before January 1, 1988, his benefit
shall be distributed or commence
<PAGE> -29-
to be distributed not later than the April 1 following the
calendar year in which he retires. A Member who attained
age 70 1/2 in 1988, who did not retire as of January 1,
1989, and who is not a 5% owner shall not be required to
commence payment until April 1, 1990. However, a
terminating Member may, subject to Section XI.C. hereof,
have payment of his benefit commence at a date which shall
be not more than thirteen (13) months following
termination, except that no such election shall be
permitted which defers commencement beyond the April 1st
following the calendar year in which the Member attains age
70 1/2. Notwithstanding Section XI.A.3. hereof, in
determining the value of the Account of a Member making
such an election, the Value Determination Date immediately
following or coincident with the date such withdrawal is
requested in accordance with rules and procedures approved
by the Committee shall be used.
B. Death
In the event of a Member's death, his designated
beneficiary, which in the case of a married Member shall be
the Member's spouse unless with the consent of the spouse
another beneficiary has been designated, or, if there is no
spouse or other designated beneficiary, his legal
representative, shall receive as soon as practicable
thereafter, but in no event later than one (1) year
following the Member's death, in cash the full value of the
Member's Account, based upon both his share in the Funds
described in Section VII. hereof, as applicable, or, in
lieu of such cash payment such beneficiary or
representative may select settlement of the Member's
Account in accordance with the alternative available under
Section XI.A.1.(b) hereof to a Member upon terminating
employment, provided that an irrevocable selection in
writing of such settlement is received by the Committee not
more than six (6) months following such death. Where
payment has commenced to a Member prior to his death,
payment to his spouse or his designated beneficiary shall
be over a period that is no longer than the period under
which the Member was receiving benefits.
Where distribution has not commenced to the
Member at the time of his death, payments to the spouse of
a Member shall commence no later than the date on which the
Member would have attained age 70 1/2, and distribution to
the designated beneficiary of a Member shall commence no
later than one (1) year following the date of the Member's
death. In no event shall payment be made over a period
extending beyond the life expectancy of the spouse or the
designated beneficiary. In all cases where distribution
has not commenced to the Member at the time of his death,
and the Member's designated beneficiary is not the Member's
spouse, the full value of the Member's Account shall be
distributed within five (5) years after the death of the
<PAGE> -30-
Member. If the spouse dies before distribution of the
benefit commences, the limitations applicable to the
distribution of any benefit remaining payable under the
Plan shall be determined hereunder as if the spouse were a
Member.
In determining the net value of a Member's
Account hereunder, the applicable Value Determination Date
shall be the date of distribution. For the purpose of
determining the value of Company or Pfizer common stock,
such value shall be the closing price of the stock on the
New York Stock Exchange on the applicable Value
Determination Date.
C. Form of Distributions
Notwithstanding anything in this Plan to the
contrary, in the event that the value of the Member's
Account is less than or equal to $3,500 at the Value
Determination Date immediately following or coincident with
termination of employment, such value shall be immediately
paid in a lump sum in accordance with Section XI.A.1.(b)
hereof. Notwithstanding the foregoing, if the value of the
Member's Account exceeds $3,500 and becomes distributable
to him on an immediate lump sum basis prior to his
attaining age 65, no such distribution shall be made to him
unless he consents to such distribution, in accordance with
rules and procedures approved by the Committee, no more
than ninety (90) days and no less than thirty (30) days
prior to the anticipated date of the Member's distribution,
as required by section 1.411(a)-11(c) of the Treasury
Regulations. If the value of the Member's Account at the
time of any distribution exceeds $3,500, the value of the
Member's Account at any subsequent time will be deemed to
exceed $3,500. If a distribution is one to which sections
401(a)(11) and 417 of the Code do not apply, such
distribution may commence less than thirty (30) days after
the notice required under section 1.411(a)-11(c) of the
Treasury Regulations is given, provided that:
(i) the Committee clearly informs the Member that
the Member has a right to a period of at least thirty
(30) days after receiving the notice to consider the
decision of whether or not to elect a distribution (and,
if applicable, a particular distribution option), and
(ii) the Member, after receiving the notice,
affirmatively elects a distribution.
<PAGE> -31-
D. Rollover Distributions
Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's
election under this Section XI., effective January 1, 1993,
a distributee may elect, at the time and in accordance with
rules and procedures approved by the Committee, to have any
portion of an eligible rollover distribution paid directly
to an eligible retirement plan specified by the distributee
in a direct rollover.
An eligible rollover distribution is a
distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover
distribution does not include: any distribution that is
one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the
distributee's designated beneficiary, or for a specified
period of ten (10) years or more; any distribution to the
extent such distribution is required under section
401(a)(9) of the Code; and the portion of any distribution
that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation
with respect to employer securities).
An eligible retirement plan is an individual
retirement account described in section 408(a) of the Code,
an individual retirement annuity described in section
408(b) of the Code, an annuity plan described in section
403(a) of the Code, or a qualified trust described in
section 401(a) of the Code, that accepts the distributee's
eligible rollover distribution. However, in the case of an
eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement
account or individual retirement annuity.
A distributee is an Employee or former Employee.
In addition, the Employee's or former Employee's surviving
spouse and the Employee's or former Employee's spouse or
former spouse who is the alternate payee under a qualified
domestic relations order, as defined in section 414(p) of
the Code, are distributees with regard to the interest of
the spouse or former spouse. A direct rollover is a
payment by the Plan to the eligible retirement plan
specified by the distributee.
In the event that the provisions of this Section
XI.D. or any part thereof cease to be required by law as a
result of subsequent legislation or otherwise, this Section
XI.D. or applicable part thereof shall be ineffective
without necessity of further amendment of the Plan.
<PAGE> -32-
E. Qualified Domestic Relations Order
Notwithstanding anything in the Plan to the
contrary, the payment of any benefit to which a Member may
be entitled under this Section XI. shall be subject to a
qualified domestic relations order determined by the
Committee to be within the meaning of section 414(p) of the
Code.
F. Limitation on Distribution of Qualified Deferred
Earnings Contributions
Qualified Deferred Earnings Contributions and any
income allocable to such amounts, shall not be
distributable earlier than the Member's termination of
employment, death or hardship distribution. Such amounts
may also be distributed, pursuant to section 401(k)(10) of
the Code and solely in the form of a "lump sum
distribution," as defined in section 401(k)(10)(B)(ii) of
the Code, upon:
(a) termination of the Plan without the establish-
ment or maintenance of another defined contribution
plan (other than an "employee stock ownership plan,"
as defined in section 4975(e)(7) of the Code) by the
Company,
(b) the disposition by the Company of at least 85%
of the assets used by the Company in a trade or
business thereof, to a corporation not required after
such disposition to be aggregated with the Company
pursuant to section 414(b), (c), (m) or (o) of the
Code, where the Company continues to maintain the Plan
after such disposition, and solely with respect to
Employees who, subsequent to such disposition,
continue employment with the corporation acquiring
such assets, or
(c) the disposition by the Company of the Company's
interest in a subsidiary, to an entity not required
after such disposition to be aggregated with the
Company pursuant to section 414(b), (c), (m) or (o) of
the Code, where the Company continues to maintain the
Plan after such disposition, and solely with respect
to Employees who, subsequent to such disposition,
continue employment with such subsidiary.
<PAGE> -33-
XII. SAVINGS AND INVESTMENT PLAN COMMITTEE
A. This Plan shall be administered by a Savings and
Investment Plan Committee consisting of at least three (3)
persons, who may be Members of the Plan, appointed by the
Board of Directors of the Company. Members of the
Committee shall serve at the pleasure of the Board of
Directors of the Company, and may resign at any time upon
due notice in writing. The Committee shall act by a
majority of its members, and the Secretary thereof shall
certify its actions to the Trustee.
B. (1) The Committee shall be the Plan Administrator
and shall have fiduciary responsibility under the Employee
Retirement Income Security Act of 1974, as amended, for the
general operation of the Plan, and the exclusive authority
and responsibility (i) to appoint and remove or select
investment managers, if any, the Trustee or any successor
Trustee under the Plan and the Trust Agreement and pooled
investment vehicles and investment advisers thereof, (ii)
to direct the segregation of all or a portion of the assets
of the Plan Trust into an investment manager account or
accounts at any time and from time to time and to add or to
withdraw assets from such investment manager account or
accounts as it deems desirable or appropriate, (iii) to
direct the Trustee to enter into a group annuity contract
or contracts, in such form and on such terms as may be
approved by the Committee to provide for annuity
settlements under the Plan, and (iv) to direct the Trustee
to enter into one (1) or more investment contracts with one
or more insurance companies or financial institutions as
provided in Section VII.A. hereof and in the Trust
Agreement; provided, however, that, except as expressly set
forth above, the Committee shall have no responsibility for
or control over the investment of the Plan assets held in
the Funds established hereunder. The Committee may appoint
or employ, and compensate such persons as it deems
necessary to render advice with respect to any
responsibility of the Committee under the Plan. The
Committee may allocate to any one (1) or more of its
members any responsibility that it may have under the Plan
and may designate any other person or persons to carry out
any responsibility of the Committee under the Plan. Any
person may serve in more than one fiduciary capacity with
respect to the Plan.
(2) The Committee shall determine whether a
judgment, decree, or order, including approval of a
property settlement agreement, made pursuant to a state
domestic relations law, including a community property law,
that relates to the provision of child support, alimony
payments, or marital property rights of a spouse, former
spouse, child, or other dependent of the Member is a
qualified domestic relations order within the meaning of
section 414(p) of the Code, and shall give the
<PAGE> -34-
required notices and segregate any amounts that may be
subject to such order if it is a qualified domestic
relations order, and shall administer the distributions
required by any such qualified domestic relations order.
(3) The Committee is authorized to make such
uniform rules as may be necessary to carry out the
provisions of the Plan and shall determine, in its sole
discretion, any questions arising in the administration,
interpretation and application of the Plan, which
determination shall be conclusive and binding on all
parties. In exercising such powers and authorities, the
Committee shall at all times exercise good faith, apply
standards of uniform application, and refrain from
arbitrary action. The Committee is also authorized to
adopt such uniform rules as it may consider necessary or
desirable for the conduct of its affairs and the
transaction of its business, including, but not limited to,
the power on the part of the Committee to act without
formally convening and to provide that action of the
Committee may be expressed by written instruments signed by
a majority of its members. It shall elect a Secretary, who
need not be a member of the Committee, who shall record the
minutes of its proceedings and shall perform such other
duties as may from time to time be assigned to him. The
Committee may retain legal counsel (who may be the General
Counsel of the Company) when and if it be found necessary
or convenient to do so, and may also employ such other
assistants, clerical or otherwise, as may be needed, and
expend such monies as may be required for the proper
performance of its work. Such costs and expenses shall be
borne by the Company in accordance with the provisions of
this Section XII.
(4) To the extent permitted by law, the Committee,
the Boards of Directors of the Employers, and the Employers
and their respective officers shall not be liable for the
directions, actions or omissions of any agent, legal or
other counsel, accountant or any other expert who has
agreed to the performance of administrative duties in
connection with the Plan or Trust. The Committee, the
Boards of Directors of the Employers, and the Employers and
their respective officers shall be entitled to rely upon
all certificates, reports, data, statistics, analyses and
opinions which may be made by such experts and shall be
fully protected in respect to any action taken or suffered
by them in good faith reliance upon any such certificates,
reports, data, statistics, analyses or opinions; all
actions so taken or suffered shall be conclusive upon each
of them and upon all persons having or claiming to have any
interest in or under the Plan.
C. Each member of the Committee shall be
indemnified by the Company against all costs and expenses
(including counsel fees but excluding any
<PAGE> -35-
amount representing a settlement unless such settlement be
approved by the Company) reasonably incurred by or imposed
upon him in connection with or resulting from any action,
suit or proceeding to which he may be made a party by
reason of his being or having been a member of the
Committee (whether or not he continues to be a member of
the Committee at the time when such cost or expense is
incurred or imposed), to the full extent of the law. The
foregoing rights of indemnification shall not be exclusive
of other rights to which any member of the Committee may be
entitled as a matter of law, contract or otherwise.
XIII. TRUST AGREEMENT
The Company shall enter into a written Trust
Agreement with a trustee of its choice, to become effective
upon the date this Plan becomes effective, providing for
the administration of the Funds established hereunder. The
Trust Agreement shall provide that all of the Funds will be
held, managed, invested and re-invested and distributed
thereunder in accordance with its provisions and the
provisions of the Plan. The Trust Agreement shall provide
that it may be amended in whole or in part by the Company
at any time or from time to time and in any manner, except
that no part of the Trust Fund, either by reason of any
amendment, or otherwise, shall ever be used for or diverted
to purposes other than for the exclusive benefit of Members
and their beneficiaries and the payment of administrative
expenses. The Trust Agreement shall be deemed to form a
part of the Plan, and any and all rights or benefits which
may accrue to any person under this Plan shall be subject
to all the terms and provisions of the Trust Agreement.
XIV. ASSOCIATE COMPANIES
1. Any corporation of which the Company owns
directly or indirectly 80% of the issued and outstanding
shares of stock, with the consent of the Company, by taking
appropriate corporate action may become an Associate
Company and secure the benefits of this Plan for its
employees by adopting this Plan as its Plan, by becoming
party to the Trust Agreement, and by taking such other
actions as the Company shall consider necessary or
desirable to accomplish that purpose. The Company may,
upon thirty (30) days' written notice, request an Associate
Company
<PAGE> -36-
to withdraw from the Plan, and upon the expiration of such
thirty (30) day period, unless such Associate Company has
taken appropriate corporate action to accomplish such
withdrawal, such Associate Company shall be deemed to have
withdrawn from the Plan. Accounts of the Members of such
Associate Company shall be vested and settled in the manner
provided in Section XXII.C. hereof.
2. Any Associate Company may at any time segregate
from further participation in the Trust under the Trust
Agreement. Such Associate Company shall file with the
Trustee a document evidencing its segregation from the
Trust Fund and its continuance of a Trust in accordance
with the provisions of the Trust Agreement as though such
Associate Company were the sole creator thereof. In such
event, the Trustee shall deliver to itself as Trustee of
such trust such part of the Trust Fund as may be determined
by the Committee to constitute the appropriate share of the
Trust Fund then held in respect of the Members of such
Associate Company. Such former Associate Company may
thereafter exercise in respect of such Trust Agreement all
the rights and powers reserved to the Company and to the
Committee under the provisions of the Trust Agreement.
In a similar manner, the appropriate share of the
Trust Fund determined by the Committee to be then held in
respect of Members in any division, plant, location or
other identifiable group or unit of the Company or an
Associate Company may be segregated, and the Trustee shall
hold such segregated assets in the same manner and for the
same purpose as provided above in the event of segregation
of an Associate Company, and the Company or any successor
owner of the segregated unit shall have the rights and
powers hereinabove provided for a segregated Associate
Company.
XV. VOTING RIGHTS
The Trustee shall have the sole and exclusive right
to vote any securities held in Funds I, II, III, IV, VI and
VII and the Pfizer Common Stock Fund, in its discretion.
With respect to Minerals Technologies Inc. common stock
held in Fund V and the Company Common Stock Fund (Fund M),
each Member shall be entitled to give voting instructions
to the Trustee with respect to his interest, if any, in
such stock. Each Member's interest in Minerals
Technologies Inc. common stock shall be computed by
multiplying the total number of shares held by the Trustee
on
<PAGE> -37-
the applicable shareholder record date by the ratio of the
value of Fund V and the Company Common Stock Fund (Fund M),
if any, credited to such Member (as of the most recent
Value Determination Date prior to the shareholder record
date for which the Committee has completed its
determination of the value of such Funds and delivered the
results of such determination to the Trustee, but in no
event shall such Value Determination Date be more than
sixty (60) days prior to the shareholder record date) to
the total value of all Minerals Technologies Inc. common
stock credited to all Members as of such Value
Determination Date, excluding the value of such stock
allocated to Members whose accounts have been distributed
prior to the shareholder record date. Written notice of
any meeting of the Company, the proxy statement and a
request for voting instructions will be mailed by the
Company to each Member having an interest in Fund V and/or
the Company Common Stock Fund (Fund M), except those
Members having only a fractional interest in a common share
of the Company. The Trustee shall vote shares and
fractional shares of such Company common stock in
accordance with the written direction of each Member with
respect to his interest, if any, provided such direction is
received by the Trustee at least three (3) days before the
date set for the meeting at which such Company common stock
is to be voted. Shares and fractional shares of Company
common stock with respect to which no such direction shall
be timely given, shall be voted in the same ratio, to the
nearest whole vote, as the shares with respect to which
instructions were received from Members.
In the event of a tender or exchange offer for
Company common stock, each Member shall determine whether
his shares shall be tendered or exchanged by notifying the
Trustee in writing on a form to be supplied by the Company.
In connection with any such tender or exchange offer, the
Company shall notify each affected Member of such tender or
exchange offer and distribute such information as is
distributed to shareholders in connection therewith. Such
determination shall be held in confidence by the Trustee.
Shares and fractional shares of Company common stock with
respect to which no direction shall be given shall be voted
by the Trustee on the assumption that the Member does not
wish to have his shares tendered or exchanged.
<PAGE> -38-
XVI. ADMINISTRATIVE COSTS
Subject to the provisions of Section VII.A. hereof
pertaining to charges to Member Accounts for certain
investment transactions, all costs and expenses of
administering the Plan (except certain expenses with
respect to the processing of loan applications and with
respect to the Mutual Fund Window which shall be borne by
such Member and except for the fees and charges of the
investment managers which shall be charged against the
applicable investment fund) shall be borne by the Company,
and until so paid shall represent a lien in favor of the
Trustee, or investment manager, as applicable, against each
respective Fund.
XVII. NON-ALIENATION OF BENEFITS
No benefit payable under the provisions of the Plan
shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, or charge,
and any attempt so to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge the same shall be void;
nor shall benefits be in any manner liable for or subject
to the debts, contracts, liabilities, engagements or torts
of any Member or beneficiary except as specifically
provided in the Plan, or by a qualified domestic relations
order within the meaning of section 414(p) of the Code, or
by any other applicable law.
XVIII. NOTICE
Whenever an Employer, the Committee or the Trustee is
required to take action pursuant to a request or direction
from an eligible Employee or a Member participating in the
Plan, such request or direction must be given at such time
and in the form prescribed by the Employer, the Committee
or the Trustee, as applicable.
<PAGE> -39-
XIX. INVESTMENTS
Each Member shall assume all risk in connection with
any decrease in the market value of any investment in the
respective Funds in which he participates, including Fund
V, the Company Common Stock Fund (Fund M) and the Pfizer
Common Stock Fund, if any, and such Funds shall be the sole
source of all payments to be made under the Plan.
Neither the Company, any Associate Company, the
Committee or the Trustee, nor any officer or employee of
any of them, is authorized to advise a Member as to the
manner in which his contributions to the Plan should be
invested. The election of the Fund or Funds in which a
Member participates is his sole responsibility, and the
fact that designated Funds are available to Members for
investment or that limitations may be established with
respect to maximum investments in one or more Funds shall
not be construed as a recommendation for or against the
investment of a Member's contributions hereunder in any of
such Funds.
XX. TREASURY APPROVAL
This Plan and the contributions thereto shall be
conditional upon a determination by the Internal Revenue
Service that the Plan meets the applicable requirements of
section 401(a) of the Code and that the Trust is exempt
under section 501(a) of the Code. Contributions made to
the Plan are conditioned upon their deductibility under the
Code.
XXI. MISCELLANEOUS
A. The provisions of the Plan shall be construed,
regulated and administered according to the laws of the
State of New York, except to the extent superseded by any
controlling Federal statute.
B. If any Member, former Member, or beneficiary, in
the judgement of the Committee, is legally, physically or
mentally incapable of personally receiving and receipting
for any payment due hereunder payment may be made to the
guardian or other legal representative of such Member,
former Member or beneficiary or to such other person or
institution who, in the opinion of the Committee, is then
<PAGE> -40-
maintaining or has custody of such Member, former Member or
beneficiary. Such payments shall constitute a full
discharge with respect to such payments.
C. Nothing contained herein or in the Trust
Agreement shall entitle any Member, former Member,
beneficiary or any other person to the right or privilege
of examining or having access to the books or records of
the Company, any Associate Company, the Committee or the
Trustee; nor shall any such person have any right, legal or
equitable, against the Company or an Associate Company, or
any director, officer, employee, agent or representative
thereof, or against the Committee or the Trustee, except as
expressly provided herein.
D. The Committee shall be fully protected in respect
to any action taken or suffered by them in good faith in
reliance upon the advice or opinion of any actuary,
accountant, legal counsel, appraiser, or physician, and all
action so taken or suffered shall be conclusive upon all
Members, former Members, beneficiaries, heirs,
distributees, personal representatives and any other person
claiming under the Plan.
E. Participation in the Plan shall not be construed
as conferring any legal rights upon any Member for a
continuation of employment nor shall it interfere with the
rights of the Company or any Associate Company to terminate
any Member and to treat him without regard to the effect
which such treatment might have upon him as a Member.
F. Notwithstanding any other provision of the Plan
to the contrary, an Insider (as defined in Section X.
hereof) may not elect to (i) increase his interest in Fund
V (whether by direction of future After-Tax or Qualified
Deferred Earnings Contributions or by transfer of amounts
into Fund V from other Funds pursuant to Section VII.A.
hereof) within six (6) months of an election to decrease
his interest in Fund V (or in an investment in Minerals
Technologies Inc. common stock under another plan of the
Company), or (ii) decrease his interest, if any, in Fund V
(whether by direction of future After-Tax Contributions or
Qualified Deferred Earnings Contributions or by transfer of
amounts out of Fund V to other Funds pursuant to Section
VII.A. hereof) within six (6) months of an election to
increase his interest in Fund V (or in an investment in
Mineral Technologies Inc. common stock under another plan
of the Company), or (iii) increase his interest in Fund V
(whether by direction of future After-Tax Contributions or
Qualified Deferred Earnings Contributions or by transfer of
amounts into Fund V from other Funds pursuant to Section
VII.A. hereof) within six (6) months of (I) a cash
withdrawal from his Account (other than a cash withdrawal
in connection with such Insider's termination of
employment) to the extent that such withdrawal results in a
withdrawal of an amount invested in Fund V, or (II) a
withdrawal from any other plan maintained by the Company
(other than a cash withdrawal in connection with such
Insider's termination
<PAGE> -41-
of employment) to the extent that such withdrawal
constitutes a withdrawal of Mineral Technologies Inc.
common stock. To the extent any provision of the Plan or
action of the Plan administrators involving an Insider is
deemed not to comply with an applicable condition of Rule
16b-3, it shall be deemed null and void as to such Insider,
to the extent permitted by law and deemed advisable by the
Plan administrators.
XXII. TERMINATION, AMENDMENT OR SUSPENSION OF THE PLAN
A. The Company expects to continue the Plan
indefinitely but reserves the right to amend, suspend or
discontinue it in whole or in part at any time and in its
sole and absolute discretion of its Board of Directors in
accordance with its established rules of procedure. Such
amendments or modifications may be retroactive if necessary
or appropriate to qualify or maintain the Plan or Trust as
a Plan or Trust meeting the requirements of section 401 of
the Code, to secure and maintain the tax exemption of the
Trust under section 501 of the Code, and in order that the
contributions to the Plan be deductible under section
404(a) of the Code or any other applicable provisions of
the Code and Treasury Regulations issued thereunder.
B. In the event of suspension of the Plan, all
provisions of the Plan shall continue in effect during such
period of suspension, except Sections V., VI., and those
provisions of Section X. hereof which permit resumption of
contributions. Upon continuous suspension of the Plan for
a period of three (3) years, the Plan shall terminate.
C. In the event of termination of the Plan in whole
or in part or upon the complete discontinuance of
contributions, Accounts of affected Members shall be
settled and distributed under the provisions of Section
XI.A. hereof as though the termination of employment had
occurred on the date of such termination or discontinuance;
provided, however, that the amount distributed to affected
Member's and beneficiaries shall be the net value of the
Member's Account determined as of the Value Determination
Date on the date of distribution.
<PAGE> -42-
D. The Committee may make administrative changes to
the Plan so as to conform with or take advantage of
governmental requirements, statutes or regulations.
XXIII. PLAN MERGERS AND CONSOLIDATIONS
In the event of any merger or consolidation of the
Plan with, or transfer in whole or in part of the assets
and liabilities of the Trust Fund to another trust fund
held under any other plan of deferred compensation
maintained or to be established for the benefit of all or
some of the Members of this Plan, the assets of the Trust
Fund applicable to such Members shall be transferred to the
other trust fund only if:
(1) each Member would, if either this Plan or the
other plan then terminated, receive a benefit immediately
after the merger, consolidation or transfer which is equal
to or greater than the benefit he would have been entitled
to receive immediately before the merger, consolidation or
transfer if this Plan had then terminated; and
(2) the Employer and any new or successor employer
of the affected Members shall authorize such transfer of
assets.
XXIV. CLAIMS PROCEDURE
Any request by a Member or any other person for any
benefit alleged to be due under the Plan shall be known as
a "Claim" and the Member or other person making a Claim
shall be known as a "Claimant."
A Claim shall be filed when a written statement has
been made by the Claimant or the Claimant's authorized
representative and delivered to the Vice President - Human
Resources, Minerals Technologies Inc., 405 Lexington
Avenue, New York, New York 10174-1901. This statement
shall include a general description of the benefit which
the Claimant believes is due and the reasons the Claimant
believes such benefit is due, to the extent this is within
the knowledge of the Claimant. It shall not be necessary
for the Claimant to cite any particular Section or Sections
of the Plan, but only to set out the facts known to him
which he believes constitute a basis for a Claim.
<PAGE> -43-
Within ninety (90) days of the receipt of the Claim
by the Plan, the Vice President - Human Resources shall (i)
notify the Claimant that the Claim has been approved, (ii)
notify the Claimant that the Claim has been partially
approved and partially denied, or (iii) notify the Claimant
that the Claim has been denied. Notice of the decision
shall be in writing and shall be delivered to the Claimant
either personally or by first-class mail. Special
circumstances may require an extension of time for
processing the Claim. In no event shall such extension
exceed a period of ninety (90) days from the end of the
initial ninety (90) day period.
In the event a Claim is denied in whole or in part,
the notice of denial shall set forth (i) the specific
reason or reasons for the denial, (ii) specific reference
to the pertinent Plan provisions on which the denial is
based, (iii) a description of any additional material or
information necessary for the Claimant to perfect the Claim
and an explanation of why such material or information is
necessary, and (iv) an explanation of the Plan's claim
review procedure.
Within sixty (60) days of the receipt of a notice of
denial of a Claim in whole or in part, a Claimant or his
duly authorized representative (i) may request a review
upon written application to the Committee, (ii) may review
documents pertinent to the Claim, and (iii) may submit
issues and comments in writing to the Committee. Notice
shall be deemed to be received when delivered if delivered
personally pursuant to the foregoing provisions of this
Section XXIV. or three (3) days after it has been deposited
post-paid in a depository maintained by the U.S. Post
Office addressed to Claimant at the address designated by
him in the Claim or if Claimant has moved at the last
address shown for Claimant on Employer's records.
It shall be the duty of the Committee to review a
Claim for which a request for review has been made and to
render a decision not later than one hundred twenty (120)
days after receipt of a request for review. The decision
shall be in writing and shall include the specific reasons
for the decision and specific references to the pertinent
Plan provisions on which the decision is based. The
decision shall be delivered to the Claimant either
personally or by first-class mail.
XXV. TOP-HEAVY RULE
A. Notwithstanding any provision in the Plan to the
contrary, if the Plan is determined by the Committee to be
top-heavy, as that term is defined in section 416 of the
Code, in any calendar year, then for that calendar year the
<PAGE> -44-
minimum benefit rule, as set forth below, shall be
applicable. Determination of whether the Plan is top-heavy
shall be made in accordance with the definition of "top
heavy group" as set forth in Section XXV.B.7. hereof.
B. Definitions solely applicable to this
Section XXV.
1. "Compensation" shall mean the amount reportable
by the Employer for federal income tax purposes
as wages paid to the Member for such period.
2. "Determination Date" the date for determining
whether the Plan is top-heavy, shall be the
December 31 of the preceding year.
3. "Key Employee" shall have the same meaning as in
section 416(i)(1) of the Code.
4. "Non-Key Employee" shall mean an employee other
than a Key Employee as defined in Section
XXV.B.3. hereof.
5. "Valuation Date," for minimum funding purposes,
shall be a date within the twelve (12) month
period ending on the Determination Date,
regardless of whether a valuation for minimum
funding purposes is performed in that year.
6. "Aggregation group" shall mean (I) each plan
of the Employer in which a Key Employee is a
participant and (II) each other plan of the
Employer which enables any plan described in
(I) above to meet the nondiscrimination tests
and minimum participation rules of sections
401(a)(4) and 410 of the Code.
7. "Top heavy group" shall mean any aggregation
group for which the sum (as of the determination
date) of (I) the present value of the cumulative
accrued benefits for key employees under all
defined benefit plans included in such group,
and (II) the aggregate of the accounts of key
employees under all defined contribution plans
included in such group, exceeds 60% of a similar
sum determined for all employees.
<PAGE> -45-
C. For the purpose of determining whether this Plan
is top-heavy, this Plan and the Company's Retirement
Annuity Plan shall be considered an aggregation group, as
defined in Section XXV.B.6. hereof.
D. Minimum Benefit solely applicable to this
Section XXV.
No Employer Contributions in addition to those made
under Section VI. hereof shall be credited to the Account
of a Non-Key Employee who is a Member of the Plan, if this
Plan becomes top-heavy. However, in such event, the
actuarial equivalent of the value of all Employer Matching
Contributions under this Plan whether or not attributable
to years in which the Plan is top-heavy, shall be applied
as an offset against the minimum annual benefit provided
under Section 16 of the Company's Retirement Annuity Plan.
E. If the Plan becomes subject to the adjustments
pursuant to section 416(h) of the Code, the defined benefit
plan fraction described in section 415(e)(2)(B) of the Code
and the defined contribution fraction described in section
415(e)(3)(B) of the Code shall be applied by substituting
1.0 for 1.25 in the denominator of each fraction.
XXVI. LOAN PROVISIONS
Upon the request of a Member in active service and
in accordance with rules and procedures approved by the
Committee, the Committee shall direct the Trustee to lend
to the Member an amount not in excess of the lesser of (i)
$50,000, reduced by the excess, if any, of the highest
outstanding balance of any other such loans to such Member
during the previous twelve (12) months, over the
outstanding balance of loans from the Plan on the date on
which such loan is made, or (ii) one-half (1/2) of the
balance of such Member's Account, determined as of the most
recent Value Determination Date. In no event shall any
loan be made pursuant to this Section XXVI. in an amount
less than $1,000, nor shall more than two loans be made to
any Member in any calendar year. The terms of any loan
granted under this Section XXVI. shall be evidenced by a
promissory note signed by the Member. Each loan made
hereunder shall be an investment of the Member's Account
over which such Member has exercised investment control and
any such loan shall be made first from the Member's Qualified
Deferred Earnings Contributions and the earnings thereon until
they are exhausted, then from his Employer Matching Contributions
and the earnings thereon until they are exhausted and
finally from his After-Tax Contributions and the earnings
thereon.
<PAGE> -46-
Except as otherwise provided in this Section XXVI.,
the terms of any loan granted by the Committee shall be
arrived at by mutual agreement between the Member and the
Committee; provided, however, that the term of any loan in
no event shall exceed five (5) years from the day on which
the loan is granted. Notwithstanding the foregoing, loans
used to acquire any dwelling unit which is to be used
(determined at the time the loan is made) as the principal
residence of the Member may be for a term in excess of five
(5) years. Repayment of the loan shall be made in
accordance with a definite repayment schedule as selected
by the Member in accordance with the foregoing provisions
of this Section XXVI., provided that payment is made in
substantially level amounts, no less frequently than
quarterly. Those payments, together with the attendant
interest payments, will be credited to the Member's Account
and shall be invested in the Funds, in accordance with the
Member's then effective investment election, except to the
extent that the source of the loan was Employer Matching
Contributions (Fund M-the Company Common Stock Fund), in
which case payments shall be credited to that Fund. If a
Member fails to pay an installment of his loan such loan
will be in default as of the date which is ninety (90) days
after the date such installment was first due in accordance
with the repayment schedule as originally selected by the
Member. Upon default, the outstanding loan will be deemed
a distribution from the Plan. Notwithstanding any other
provision of this Section XXVI. to the contrary, any Member
who defaults on a loan from the Plan shall not again be
eligible for a loan hereunder.
Any loan granted by the Committee shall be
adequately secured by collateral of sufficient value to
secure repayment of the principal balance of the loan, plus
interest. The collateral may consist of a portion of the
Member's interest in his Account, but in no event may more
than one-half (1/2) of the Member's interest in his Account
be used as collateral for a loan. As additional security
for the loan repayment, the Committee shall require the
Member to authorize, in writing, the Company to withhold
from payments of his salary the amount necessary to
discharge the loan. In such case, the Company shall then
remit the withheld amounts to the Trustee, and the Trustee
shall apply the remittances in reduction of the outstanding
obligation of the Member under the loan. If any amount
remains outstanding as an obligation of the Member under
the loan when a distribution is to be made from his Account
under the Plan, including a distribution on account of
termination of employment, then, notwithstanding any
provision of the Plan to the contrary, the balance of his
Account shall be reduced to the extent necessary to
discharge the obligation and such action shall be
considered a distribution from the Plan.
<PAGE> -47-
All loans shall bear a rate of interest commensurate
with the interest rates charged by persons in the business
of lending money for loans which would be made under
similar circumstances, as determined by the Committee,
which rate will remain in effect for the term of the loan.
Each loan applicant shall receive a statement clearly
setting forth the charges involved in the loan transaction,
including the dollar amount and effective annual interest
rate.
Notwithstanding anything in this Section XXVI. to
the contrary, a Member may, at any time and in his sole
discretion, repay in full the outstanding amount of any
loan previously granted under this Section XXVI. Only one
(1) loan may be outstanding at any time.
Notwithstanding the foregoing, a Member who has an
outstanding loan and is absent from employment as a result
of a qualified leave of absence may elect, in accordance
with rules and procedures approved by the Committee, to
suspend payments of principal and interest on his loan for
a period not to exceed one (1) year. Any such suspension
will neither change the total amount of principal and
interest due under the original term of the loan nor change
the term of the loan as originally selected by the Member.
Upon the expiration of the approved period of suspension of
payments, installment payments will resume under a revised
repayment schedule based on the outstanding principal and
interest and the remaining term of the loan.
To the extent required by law and in accordance with
rules and procedures approved by the Committee, loans shall
be made on a reasonable equivalent basis to any beneficiary
or former Member (i) who maintains an Account balance under
the Plan and (ii) who is still a party-in-interest (within
the meaning of section 3(14) of ERISA) with respect to the
Plan.
The costs of administering this loan program shall
be borne by the borrowing Members.
<PAGE> -48-
Schedule A
Groups or Classes eligible for participation in the
Savings and Investment Plan (except in each case employees
covered by a collective bargaining agreement that does not
provide for coverage of such employees under the Plan if
there is evidence that retirement benefits were the subject
of good faith bargaining):
1. All employees in the service of Minerals
Technologies Inc.
2. All employees in the service of the following
Associate Companies:
Barretts Minerals Inc.
Specialty Minerals Inc.
MINTEQ International Inc.
<PAGE> -49-
EXHIBIT 11
SCHEDULE RE: COMPUTATION OF EARNINGS PER COMMON SHARE*
(In thousands, except per share amounts)
Three Months Ended Six Months Ended
------------------ ------------------
June 29, June 30, June 29, June 30,
1997 1996 1997 1996
-------- -------- -------- --------
PRIMARY
Net income $ 12,361 $ 10,807 $ 22,929 $ 19,354
Weighted average
shares outstanding 22,563 22,627 22,575 22,632
------- ------- ------- -------
Primary earnings
per share* $ 0.55 $ 0.48 $ 1.02 $ 0.86
======= ======= ======= =======
FULLY DILUTED
Net income $ 12,361 $ 10,807 $ 22,929 $ 19,354
------- ------- ------- -------
Weighted average
shares outstanding 22,563 22,627 22,575 22,632
Add incremental shares
representing:
Shares issuable upon
exercise of stock
options based on
period-end market price 470 448 470 448
------- ------- ------- -------
Weighted average number
of shares, as adjusted 23,033 23,075 23,045 23,080
------- ------- ------- -------
Fully diluted earnings
per share $ 0.54 $ 0.47 $ 1.00 $ 0.84
======= ======= ======= =======
Dilutive effect of
incremental shares 2.0% 1.9% 2.0% 1.9%
======= ======= ======= =======
* Incremental shares have not been considered in the
computation of primary earnings per common share in
accordance with generally accepted accounting principles
which require inclusion only when the dilutive effect is
greater than 3%.
EXHIBIT 15
ACCOUNTANTS' ACKNOWLEDGMENT
The Board of Directors
Minerals Technologies Inc:
Re: Registration Statement Nos: 33-59080, 33-65268
and 33-96558
With respect to the subject registration statements, we
acknowledge our awareness of the use therein of our report dated
August 8, 1997, related to our review of interim financial
information.
Pursuant to Rule 436(c) under the Securities Act of 1933,
such report is not considered a part of a registration statement
prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and
11 of the Act.
Very truly yours,
KPMG Peat Marwick LLP
New York, New York
August 8, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the condensed consolidated financial statements of Minerals
Technologies Inc., and qualified in its entirety by reference
to such condensed consolidated financial statements
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-29-1997
<CASH> 19,385
<SECURITIES> 0
<RECEIVABLES> 115,140
<ALLOWANCES> 0
<INVENTORY> 64,239
<CURRENT-ASSETS> 211,296
<PP&E> 831,021
<DEPRECIATION> 333,258
<TOTAL-ASSETS> 720,827
<CURRENT-LIABILITIES> 80,216
<BONDS> 102,391
0
0
<COMMON> 2,531
<OTHER-SE> 522,969
<TOTAL-LIABILITY-AND-EQUITY> 720,827
<SALES> 289,391
<TOTAL-REVENUES> 289,391
<CGS> 204,501
<TOTAL-COSTS> 204,501
<OTHER-EXPENSES> 10,224
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 34,242
<INCOME-TAX> 10,957
<INCOME-CONTINUING> 22,929
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,929
<EPS-PRIMARY> 1.02
<EPS-DILUTED> 0
</TABLE>
