<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Confidential For Use of Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MINERALS TECHNOLOGIES INC.
--------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
_____________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.(1)
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
1) Amount previously paid: _________________________________________________
2) Form, Schedule or Registration No.:______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
- ------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
[Form of Letterhead of Minerals Technologies Inc.]
April 9, 1999
Dear Fellow Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of
Stockholders of Minerals Technologies Inc., which will be held on Thursday, May
27, 1999, at 2:00 p.m., in the Chase Bank building, 11th floor, Room C, 270 Park
Avenue (between 47th and 48th Streets), New York, New York 10017.
At this year's meeting, you will be asked to consider and to vote upon
the election of three directors. Your Board of Directors unanimously recommends
that you vote FOR the nominees.
You will also be asked to ratify the appointment of KPMG LLP as our
independent auditors for the 1999 fiscal year. The Board continues to be pleased
with the services KPMG LLP has rendered to Minerals Technologies to date, and
therefore unanimously recommends that you vote FOR this proposal.
The two items upon which you will be asked to vote are discussed more
fully in the Proxy Statement. We urge you to read the Proxy Statement completely
and carefully so that you can vote your interests on an informed basis.
Your vote is important! Whether or not you plan to attend the meeting,
and regardless of the number of shares you own, your representation and vote are
very important and your shares should be voted. Therefore, we urge you to
complete, sign, date and return the enclosed proxy card promptly in the
accompanying postage prepaid envelope. All shareholders of record, and many
street name holders, may also vote by touchtone telephone or via the Internet,
using the instructions on the proxy card. If you return a signed proxy without
marking it, it will be voted in accordance with management's recommendations.
You may, of course, attend the Annual Meeting and vote in person, even if you
have previously submitted a proxy.
Sincerely,
/s/ Jean-Paul Valles
--------------------
Jean-Paul Valles
Chairman of the Board and
Chief Executive Officer
This Proxy Statement is printed on paper containing precipitated
calcium carbonate (PCC) produced by Minerals Technologies Inc.
<PAGE>
MINERALS TECHNOLOGIES INC.
The Chrysler Building
405 Lexington Avenue
New York, New York 10174-1901
Notice of the Annual Meeting of Stockholders
May 27, 1999
The Annual Meeting of Stockholders of Minerals Technologies Inc., a
Delaware corporation, will be held on Thursday, May 27, 1999, at 2:00 p.m., in
the Chase Bank building, 11th Floor, Room C, 270 Park Avenue (between 47th and
48th Streets), New York, New York 10017, to consider and take action on the
following items:
(1) the election of three directors;
(2) a proposal to approve the appointment of KPMG LLP as
independent auditors of Minerals Technologies for the 1999
fiscal year; and
(3) such other business as may properly come before the meeting or
any adjournment thereof.
Stockholders of record as of the close of business on March 29, 1999,
are entitled to notice of and to vote at the meeting.
By order of the Board of Directors,
/s/ S. Garrett Gray
------------------------
S. Garrett Gray
Secretary
New York, New York
April 9, 1999
- --------------------------------------------------------------------------------
IMPORTANT
Whether or not you plan to attend in person, please vote by means of
the enclosed proxy. We ask you to mark your choices, sign, date and
return the proxy as soon as possible in the enclosed postage prepaid
envelope. Alternatively, all shareholders of record, and many street
name holders, can vote by touchtone telephone or via the Internet,
using the instructions on the proxy card. If you return a signed proxy
without marking it, it will be voted in accordance with management's
recommendations. By promptly submitting a proxy, you will aid us in
reducing the expense of additional proxy solicitation.
- --------------------------------------------------------------------------------
<PAGE>
MINERALS TECHNOLOGIES INC.
The Chrysler Building
405 Lexington Avenue
New York, New York 10174-1901
April 9, 1999
PROXY STATEMENT
Minerals Technologies Inc. is sending this Proxy Statement and form of
proxy to its stockholders on April 9, 1999 in connection with its Annual Meeting
of Stockholders. The Annual Meeting will be held on Thursday, May 27, 1999, at
2:00 p.m., in the Chase Bank building, 11th Floor, Room C, 270 Park Avenue
(between 47th and 48th Streets), New York, New York 10017. The Board of
Directors asks you to submit a proxy for your shares so that even if you do not
attend the meeting, your shares will be counted as present at the meeting and
voted in accordance with your wishes.
At the Annual Meeting, stockholders will vote on two questions: the
election of directors, and ratification of the appointment of auditors. The
Board of Directors unanimously recommends that you vote for each of the nominees
for director, Steven J. Golub, William L. Lurie and Jean-Paul Valles; and for
approval of the appointment of KPMG LLP to continue as our auditors.
Holders of record of common stock of Minerals Technologies at the close
of business on the Record Date, March 29, 1999, are entitled to vote at the
meeting. As of February 1, 1999, Transamerica Corporation owned 13.5%, Pioneer
Investment Management, Inc. owned 9.6%, FMR Corp. owned 6.5%, Wellington
Management Company, LLP owned 6.4%, and William Blair & Company, LLC owned 6.4%
of our common stock. No other person owned of record, or, to our knowledge,
owned beneficially, more than 5% of our common stock.
If you submit a proxy, you can revoke it at any time before it is voted
by submitting a written revocation or a new proxy, or by voting in person at the
Annual Meeting.
ITEM 1 -- ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. One class is
elected each year for a three-year term. This year the Board has nominated three
individuals, Steven J. Golub, William L. Lurie and Jean-Paul Valles, who are now
directors of Minerals Technologies, to serve for a three-year term expiring at
the Annual Meeting of Stockholders to be held in 2002.
The Board of Directors expects that the nominees will be available for
election. If one or more nominees become unavailable, it is intended that the
proxy would be voted for a nominee or nominees who would be designated by the
Board of Directors, unless the Board reduces the number of directors.
The Board of Directors unanimously recommends a vote FOR election
of each of Steven J. Golub, William L. Lurie and Jean-Paul Valles as a Director.
1
<PAGE>
Name and Age as of the Position, Principal Occupation,
May 27, 1999 Meeting Date Business Experience and Directorships
- ------------------------- -------------------------------------
NOMINEES FOR DIRECTOR FOR TERMS EXPIRING IN 2002
Steven J. Golub . . . . . 53 Managing Director since 1986, and Chief
Financial Officer since 1997, in the
investment banking firm of Lazard Freres
& Co. LLC. Director of Mineral
Technologies since 1993. Member of the
Audit Committee of the Board.
William L. Lurie . . . . . 68 Chairman of the Board of Eagle
Geophysical, Inc., an international
oilfield service company engaged in the
acquisition of seismic information,
since 1997. Co-chairman and a director
of the Foundation for Prevention & Early
Resolution of Conflicts Inc. since 1994.
Executive Consultant to the Chairman of
The Business Roundtable from 1993 to
1994. President of The Business
Roundtable from 1984 to 1993. Member of
the board of directors of Intersystems,
Inc. Director of Minerals Technologies
since 1993. Member of the Compensation
and Nominating Committee of the Board.
Jean-Paul Valles . . . . . 62 Chairman of the Board of Minerals
Technologies since April 1989. Chief
Executive Officer of Minerals
Technologies since 1992. Member of the
board of directors of Pfizer Inc., the
National Association of Manufacturers,
Junior Achievement of New York, Inc. and
the New York Chapter of the
French-American Chamber of Commerce in
the U.S., Inc., and a member of the
Board of Overseers of the Stern School
of Business. Director of Minerals
Technologies since 1989. Chair of the
Executive Committee of the Board.
DIRECTORS WHOSE TERMS EXPIRE IN 2001
John B. Curcio . . . . . . 65 Retired Chairman and Chief Executive
Officer, Mack Trucks, Inc. Vice Chairman
and a director of Harvard Industries
Inc., a manufacturer of automotive
accessories, from 1985 to 1993. Member
of the boards of directors of Bethlehem
Steel Corporation and Integrated
Component Systems, Inc., and director
and Vice Chairman of the Board of Dallas
Mavis Specialized Carrier Co. and of
Jupiter Logistics de Mexico, S.A. de
C.V. Director of Minerals Technologies
since 1992. Chair of the Compensation
and Nominating Committee of the Board
and member of the Executive Committee of
the Board.
2
<PAGE>
Name and Age as of the Position, Principal Occupation,
May 27, 1999 Meeting Date Business Experience and Directorships
- ------------------------- -------------------------------------
William C. Steere, Jr. . . .62 Chairman of the Board of Pfizer Inc., an
international health care company, since
March 1992 and a member of its board of
directors since 1987. Chief Executive
Officer of Pfizer since 1991. Member of
the board of directors of Dow Jones
Inc., Texaco Inc., Metropolitan Life
Insurance Company and the New York
University Medical Center. Member of the
board of overseers of Memorial
Sloan-Kettering Cancer Center. Member of
The Business Roundtable and a trustee of
the New York Botanical Garden. Director
of Minerals Technologies since 1992.
Member of the Executive Committee and
Audit Committee of the Board.
DIRECTORS WHOSE TERMS EXPIRE IN 2000
Paul M. Meister . . . . . . 46 Executive Vice President since March
1998, and Senior Vice President-Chief
Financial Officer since prior to 1993,
of Fisher Scientific International Inc.,
a provider of scientific products and
services. Senior Vice President of Abex,
Inc., a provider of aerospace products
and services, from 1992 to 1995. Member
of the boards of directors of The
General Chemical Group, Inc. and M & F
Worldwide Corp. Director of Minerals
Technologies since 1997. Member of the
Compensation and Nominating Committee of
the Board.
Michael F. Pasquale . . . . 52 Senior Vice President, Confectionery and
Grocery, Hershey Foods Corporation since
1999. President of Hershey Chocolate
North America from 1995 to 1998,
President of Hershey Chocolate USA from
1994 to 1995, and Senior Vice President
and Chief Financial Officer of Hershey
Foods Corporation from 1988 to 1994.
Member of the boards of directors of
Hershey Foods Corporation and the
National Confectioners Association and
of the board of trustees of the American
Management Association. Member of the
President's Advisory Council of the
Grocery Manufacturers of America.
Director of Minerals Technologies since
1992. Chair of the Audit Committee of
the Board.
3
<PAGE>
BOARD OF DIRECTORS, COMMITTEES AND COMPENSATION
The Board of Directors met six times in 1998. All of the directors
attended 75 percent or more of the meetings of the Board and committees on which
they served in 1998.
The Compensation and Nominating Committee
The Compensation and Nominating Committee consists of Mr. Curcio
(Chair), Mr. Lurie and Mr. Meister, who are not employees of Minerals
Technologies. The functions of the Compensation and Nominating Committee are to
participate in the development of our compensation policies; to establish, and
from time to time vary, the salaries and other compensation of our
employee-directors and other elected officers; to review proposed changes in our
compensation policy at all levels; and to bring forward the names of suitable
candidates for election to the Board. The Compensation and Nominating
Committee met five times in 1998.
The Audit Committee
The Audit Committee consists of Mr. Pasquale (Chair), Mr. Golub and Mr.
Steere, who are not employees of Minerals Technologies. The functions of the
Audit Committee are to recommend to the Board the independent public accountants
to be selected to audit our annual financial statements and to approve any
special assignments given to such accountants. The Audit Committee also reviews
the planned scope of the annual audit and the independent accountants' internal
control letter, any major accounting changes made or contemplated, and the
effectiveness and efficiency of our internal accounting staff. In addition, the
Audit Committee reviews the programs of our internal auditors, the results of
their audits, and the adequacy of our system of internal financial controls and
accounting practices. The Audit Committee met four times in 1998.
Director Compensation
Fees
Each of the directors, other than directors who are officers or
employees of Minerals Technologies, receives an annual retainer fee of $10,000
for serving as a director, $1,000 for serving as a member of a committee of the
Board, and an additional $1,000 if serving as a committee chair. In addition,
non-employee directors receive a fee of $2,000 for each meeting of the Board
attended and $500 for each committee meeting attended. Directors also receive
compensation pursuant to the plans described below.
Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors
Under the Nonfunded Deferred Compensation and Unit Award Plan for
Non-Employee Directors, directors who are not employees of Minerals
Technologies, currently six individuals, have the right to defer their fees. At
the director's election, his or her deferred fees will be credited to his or her
account either as dollars or as units. Dollar balances in a director's account
bear interest at a rate of return equal to the rate of return for the Fixed
Income Fund in the Minerals Technologies Inc. Savings and Investment Plan. If a
director elects to have his or her deferred fees credited to his or her account
as units, the number of units credited is calculated by dividing the amount of
the deferred fees by the closing price of our common stock as of the last
business day prior to the date on which the fees would otherwise be paid. As a
result, each unit has the same economic value as one share of common stock.
Each non-employee director is credited with 400 units upon first
joining the Board and with an additional 400 units each year as of the date of
the Annual Meeting of Stockholders, plus 50 units each year for serving as a
member of a committee of the Board and an additional 15 units for serving as
chair of a
4
<PAGE>
committee. In addition, each member receives 15 units for attending any
committee meeting and an additional 10 units for serving as chair of a committee
meeting.
The units in a director's account are increased by the value of any
dividends on the common stock. In the case of cash dividends, the units are
increased by a number calculated by multiplying the cash dividend per share
times the number of units in the director's account on the related dividend
record date and dividing the result by the closing market price of the common
stock on such dividend record date. In the case of stock dividends, the units
are increased by a number calculated by multiplying the stock dividend per share
times the number of units in the director's account on the related dividend
record date.
At the time of the director's termination of service on the Board, the
amount held in his or her account is payable in cash only. Payments are made in
a lump sum or in installments, at the election of the director. Based on the
director's prior election, as described above, the director receives either (i)
the amount of his or her deferred fees plus accrued interest, or (ii) an amount
determined by multiplying the number of units in his or her account by the
closing market price of the common stock on the last business day prior to the
date of payment.
Stock and Incentive Plan
Directors are eligible under the Stock and Incentive Plan to receive
options to purchase common stock, at the same time and on the same basis as
options are granted to Minerals Technologies employees "across-the-board."
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Steere, a director of Minerals Technologies, is Chairman of the
Board and Chief Executive Officer of Pfizer Inc. Dr. Valles, Chairman of the
Board and Chief Executive Officer of Minerals Technologies, is a member of the
Board of Directors of Pfizer Inc. During 1998, Pfizer Inc. made a series of
purchases of calcium carbonate and granular lime from Minerals Technologies
totaling approximately $336,000. These transactions were entered into by
Minerals Technologies pursuant to arm's-length negotiations in the ordinary
course of business and on terms that we believe to be fair.
Mr. Golub, a director of Minerals Technologies, is Managing Director
and Chief Financial Officer of Lazard Freres & Co. LLC. Minerals Technologies
has engaged Lazard Freres to provide investment banking services from time to
time with respect to a variety of financial matters. In addition, Lazard Freres
acts as our broker in connection with our ongoing program of repurchases of a
portion of our outstanding common stock. To obtain this business, Lazard Freres,
in an arm's-length transaction, agreed to meet a competitive bid structured as a
fixed commission on each share repurchased.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AS OF FEBRUARY 1, 1999
<TABLE>
<CAPTION>
Amount and
Nature of Number of
Title of Name and Address of Beneficial Percent Units
Class Beneficial Owner(a) Ownership(b) of Class Owned(c)
--------- ----------------------- -------------- --------- ----------
<S> <C> <C> <C> <C>
Common Transamerica Corporation 2,933,800 (d) 13.5% --
600 Montgomery Street
San Francisco, CA 94111
Pioneer Investment Management, Inc. 2,090,607 (e) 9.6% --
60 State Street
Boston, MA 02109
FMR Corp. 1,420,600 (f) 6.5% --
82 Devonshire Street
Boston, MA 02109
Wellington Management Company, LLP 1,399,960 (g) 6.4% --
75 State Street
Boston, MA 02109
William Blair & Company, LLC 1,395,261 (h) 6.4% --
222 West Adams Street
Chicago, IL 60606
J.-P. Valles 517,212 (i) 2.3% 32,685
P. R. Saueracker 84,661 (j) * 1,549
A. Dulski 49,456 (k) * 578
S. G. Gray 62,894 (l) * 618
H. Crabtree 59,143 (m) * 1,294
J. B. Curcio 1,900 * 1,817
S. J. Golub 3,100 * 3,910
W. L. Lurie 1,100 * 5,401
P. M. Meister 1,000 * 2,647
M. F. Pasquale 1,800 * 1,612
W. C. Steere, Jr. 1,400 * 5,614
</TABLE>
6
<PAGE>
(a) The address of each director and officer is c/o Minerals Technologies
Inc., The Chrysler Building, 405 Lexington Avenue, New York, NY
10174-1901.
(b) Sole voting and investment power, except as otherwise indicated.
(c) "Units," which entitle the officer or director to a cash benefit equal
to the number of units in his or her account multiplied by the closing
price of our common stock on the business day prior to the date of
payment, have been credited to Messrs. Valles, Saueracker, Dulski, Gray
and Crabtree under the Nonfunded Deferred Compensation and Supplemental
Savings Plan, and to Messrs. Curcio, Golub, Lurie, Meister, Pasquale
and Steere under the Nonfunded Deferred Compensation and Unit Award
Plan for Non-Employee Directors (see "Board of Directors, Committees
and Compensation--Director Compensation" above).
(d) Based on an amended statement on Schedule 13G dated February 12,
1999 and filed with the Securities and Exchange Commission on behalf of
Transamerica Corporation ("Transamerica"), Transamerica Investment
Services, Inc. ("TIS"), a registered investment adviser, Transamerica
Insurance Corporation of California ("TICC"), an insurance company, and
Transamerica Occidental Life Insurance Company ("Occidental"), an
insurance company, with respect to beneficial ownership interests as of
December 31, 1998. According to the Schedule 13G, Transamerica owns
170,000 shares of common stock directly, and 2,763,800 additional
shares are beneficially owned by its subsidiaries, including 991,500
shares owned for the benefit of non-affiliate investment advisory
clients of TIS. TIS is deemed to be the beneficial owner of 2,933,800
shares of common stock pursuant to separate arrangements whereby TIS
acts as investment adviser to certain individuals and entities, some of
which are also subsidiaries of Transamerica. Each of the individuals
and entities for which TIS acts as investment adviser has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities purchased or held pursuant to
such arrangements. The address of Transamerica is 600 Montgomery
Street, San Francisco, CA 94111. The address of TIS, TICC and
Occidental is 1150 South Olive Street, Los Angeles, CA 90015.
(e) Based on an amended statement on Schedule 13G dated January 11, 1999
and filed with the Securities and Exchange Commission on behalf of
Pioneer Investment Management, Inc., also known as Pioneering
Management Corporation, a registered investment adviser, with respect
to beneficial ownership interests as of December 31, 1998.
(f) Based on a statement on Schedule 13G filed with the Securities and
Exchange Commission on behalf of FMR Corp., Edward C. Johnson 3d,
Abigail P. Johnson, Fidelity Management & Research Company and Fidelity
Growth Company Fund dated February 1, 1999 with respect to beneficial
ownership interests as of December 31, 1998. According to the Schedule
13G: Fidelity Management & Research Company, a wholly-owned subsidiary
of FMR Corp., is the beneficial owner of 1,403,900 of these shares
(6.5% of the total outstanding) as a result of acting as investment
advisor to several investment company funds; Fidelity Growth Company
Fund, one such investment company fund, is the beneficial owner of
1,234,900 of these shares (5.7%); Fidelity Management Trust Company, a
wholly-owned subsidiary of FMR Corp., is the beneficial owner of 16,700
of these shares as a result of its serving as investment manager of
certain institutional accounts; members of the Edward C. Johnson family
and trusts for their benefit form a controlling group with respect to
FMR Corp.; Edward C. Johnson 3d, FMR Corp. and the investment company
funds referred to above each has sole power to dispose of the 1,403,900
shares owned by such investment company funds; neither FMR Corp. nor
Edward C. Johnson 3d has the sole power to vote or direct the voting of
the shares owned by the investment company funds, which power resides
with the funds' Boards of Trustees and which is carried out by Fidelity
Management & Research Company under written guidelines established by
such Boards of Trustees; and each of Edward C. Johnson 3d and FMR
7
<PAGE>
Corp., through its control of Fidelity Management Trust Company, has
sole voting and dispositive power over the 16,700 shares beneficially
owned by Fidelity Management Trust Company. The address of all of the
foregoing entities and individuals is 82 Devonshire Street, Boston,
Massachusetts 02109.
(g) Based on a statement on Schedule 13G dated December 31, 1998 and filed
with the Securities and Exchange Commission on behalf of Wellington
Management Company, LLP, a registered investment adviser, with respect
to beneficial ownership interests as of December 31, 1998.
(h) Based on an amended statement on Schedule 13G dated March 17, 1999, and
filed with the Securities and Exchange Commission on behalf of William
Blair & Company, LLC, a broker-dealer and a registered investment
adviser, with respect to beneficial ownership interests as of December
31, 1998.
(i) 75,757 of these shares are held by Dr. Valles and his wife as joint
tenants, and Dr. Valles has shared investment and voting power with
respect to those shares. 426,869 of these shares are subject to options
which are currently exercisable.
(j) 80,059 of these shares are subject to options which are currently
exercisable.
(k) 46,315 of these shares are subject to options which are currently
exercisable.
(l) 210 of these shares are held in the name of family members, and Mr.
Gray disclaims any beneficial interest in those shares. 56,057 of these
shares are subject to options which are currently exercisable.
(m) 54,439 of these shares are subject to options which are currently
exercisable.
* Less than 1%
All directors and executive officers as a group (14 persons) own 823,008 shares
of common stock (including 699,858 shares subject to options which are currently
exercisable), representing approximately 3.7% of the class, and 58,429 units.
8
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
This table shows the cash and other compensation paid or accrued for
services to Minerals Technologies and its subsidiaries by the Chairman and Chief
Executive Officer and the four other most highly compensated executive officers
(the "named executive officers"), for the three fiscal years ended December 31,
1998.
<TABLE>
<CAPTION>
Long-Term All Other
Annual Compensation Compensation Compensation($)(a)
------------------- ------------ ------------------
Name and Principal Position
- ---------------------------
Securities
Underlying Options
Year Salary($) Bonus($) (number of shares)
---- --------- -------- ------------------
<S> <C> <C> <C> <C> <C>
Jean-Paul Valles 1998 790,700 299,306 0 44,373
Chairman and Chief Executive 1997 738,207 320,221 0 39,002
Officer 1996 710,550 236,850 186,706 38,538
Paul R. Saueracker 1998 241,146 91,282 0 13,155
President, Specialty Minerals Inc. 1997 220,667 88,358 0 11,659
1996 212,400 70,800 41,809 11,580
Anton Dulski 1998 233,352 89,841 0 13,139
President, MINTEQ International 1997 204,960 95,970 0 10,598
Inc. 1996 189,869 60,000 35,685 7,595
S. Garrett Gray 1998 209,576 79,332 0 11,795
Vice President, General Counsel 1997 197,445 85,676 0 10,408
and Secretary 1996 188,299 62,766 25,217 10,294
Howard Crabtree 1998 204,347 77,352 0 11,501
Vice President--Organization and 1997 192,533 83,538 0 10,149
Human Resources 1996 183,600 61,200 24,199 10,010
</TABLE>
- ---------------
(a) All amounts shown in this column as part of 1998 compensation represent
Minerals Technologies' contributions to the Minerals Technologies Inc.
Savings and Investment Plan and the Minerals Technologies Inc.
Non-Funded Deferred Compensation and Supplemental Savings Plan on
behalf of the named executive officer.
9
<PAGE>
Option Grants in Last Fiscal Year
No options were granted to any of the named executive officers during
1998.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
This table shows the value realized by the named executive officers
upon exercise of options during 1998, measured using the price of our common
stock on the date of exercise, and the value of the options held by each named
executive officer at year-end, measured using the closing price ($40.9375) of
our common stock on December 31, 1998.
<TABLE>
<CAPTION>
Shares Acquired Value of Unexercised
on Exercise Value Number of Unexercised In-the-Money options
(number of Realized Options at Fiscal Year-end at Fiscal Year-end
shares) ($) (number of shares) ($)
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J.-P. Valles 13,257 393,567 364,633 62,236 5,681,582 641,809
P. R. Saueracker 1,680 36,293 66,122 13,937 914,446 143,725
A. Dulski -- -- 34,419 11,896 439,986 122,677
S. G. Gray -- -- 47,651 8,406 738,121 86,687
H. Crabtree 600 12,713 46,372 8,067 720,131 83,191
10
<PAGE>
REPORT OF THE COMPENSATION AND NOMINATING COMMITTEE
ON EXECUTIVE COMPENSATION
The following report of the Compensation and Nominating Committee of
the Board sets forth the Committee's policies applicable to the executive
officers of Minerals Technologies.
This report is provided by the Compensation and Nominating Committee of
the Board of Directors. The members of the Compensation and Nominating
Committee, whose names follow this report, are independent outside
directors who are not employees of Minerals Technologies, and none
serves as a member of the compensation committee of any company that
has an executive officer who also serves as a director of Minerals
Technologies.
In 1998, the Compensation and Nominating Committee adhered to its
policy that compensation programs should reward the achievement of the
short-term and long-term goals and objectives of Minerals Technologies,
and that compensation should be related to the value created for its
stockholders. The Committee sets high performance targets and rewards
their achievement with compensation that is above the average, but
within the range of, compensation of similarly placed executives in
manufacturing firms of comparable size. Consistent with this policy,
each elected corporate officer's annual compensation is determined by
applying to the previous year's compensation an annual increase, and an
incentive payment, determined as stated below in this report.
Base Pay
Each employee of Minerals Technologies receives an annual
performance rating, which may range from "consistently below
expectations" to "consistently exceeds expectations," with several
possible intermediate ratings. The performance rating of the Chairman
and Chief Executive Officer is assigned by the Compensation and
Nominating Committee and approved by the Board. The performance ratings
of the other elected corporate officers, including those named in the
Summary Compensation Table appearing in this proxy statement (the
"principal executives"), are assigned by the Chairman and Chief
Executive Officer and reviewed by the Compensation and Nominating
Committee.
Based on Minerals Technologies' performance, general business
outlook and industry compensation trends, management each year sets a
guideline corporate-wide average percentage compensation increase for
all employees for the coming year. The percentage increase received by
a particular employee is determined on the basis of the employee's
performance rating and current compensation level within the range
established for the employee's position and may range from no increase,
if the performance rating is "consistently below expectations," to up
to twice the corporate-wide average increase referred to above, if the
performance rating is "consistently exceeds expectations." This
procedure was followed to determine the annual increase for 1998
received by all employees, including Dr. J.-P. Valles, the Chairman and
Chief Executive Officer, and each of the other principal executives.
Dr. Valles received a base pay increase of 8.75 percent, reflecting the
Committee's and the Board's belief that his performance during 1998
consistently exceeded expectations.
11
<PAGE>
Incentive Payment
Subsequent to the above adjustment, 25% of each principal
executive's salary for the coming year is withheld as part of Minerals
Technologies' incentive payment program. Depending upon the extent to
which the company's performance during the year meets targets
established by the Board of Directors, as little as 40% of the amount
withheld from his salary or as much as 200% will be returned to each
principal executive. These payments, which are made in the first
quarter of the following year, are shown as the Bonus for the year to
which they are attributable in the Summary Compensation Table included
in this proxy statement.
This incentive program is intended to more closely link the
principal executives' pay to the growth of the company and the value
created for stockholders in the preceding year, as measured by four
factors: sales growth as compared to target; net income growth as
compared to target; return on equity as compared to target; and
percentage growth in Minerals Technologies common stock value as
compared to percentage growth in the S & P Chemicals Composite Index
(beginning in 1999, the S&P Midcap Basic Materials Index). At the
beginning of each year, the Board of Directors will establish a target
for each of these factors and set up a scoring system to measure at
year-end the extent to which each target is met. At year-end, a formula
is applied to the weighted average of the scores achieved and each
principal executive's performance rating to determine the level of the
incentive payment to be received by the principal executive. The
Compensation and Nominating Committee will then consider whether there
are other factors that should also be taken into consideration in
establishing the overall level of compensation of each principal
executive.
During 1998, Minerals Technologies did not meet sales growth
or stock value targets, but comfortably exceeded net income and return
on equity targets. This resulted in modest positive adjustments to the
incentive payments. The formula produced a payment of $299,306 for Dr.
Valles, and the Compensation and Nominating Committee agreed that he
should receive that amount as his 1998 incentive payment, to be paid in
1999.
Stock Options
The Compensation and Nominating Committee intends to grant an
option to purchase Minerals Technologies common stock to the principal
executives on a regular basis. In addition, special grants may be made
to reflect special achievements or in connection with important
promotions. Grants were made to the principal executives in January
1999, three years following the last such grant in 1996.
The Committee has engaged the services of an independent
consultant in the field of executive compensation to assist it in
reviewing practices for the granting of stock options to key employees
in industry generally, and establishing guidelines for future grants
based on those practices. Under these guidelines, each of the principal
executives will be granted an option to purchase a number of shares
which when multiplied by the option price equals a given multiple of
the executive's total compensation. The guidelines establish multiples
which are intended to ensure that the total compensation package
offered, including both short- and long-term incentive payments, is
competitive with the firms with which Minerals Technologies competes
for executive employees.
In addition to making grants to key executives, Minerals
Technologies believes that, where practical and economical, all
employees should have the opportunity to participate in the future
growth of the firm through equity participation and, therefore, it has
established a practice of making grants to all U. S.-based employees,
also on a regular basis.
12
<PAGE>
Discretionary Authority of the Committee
The Compensation and Nominating Committee believes that the
application of the procedures described above will generally result in
fair and adequate compensation to each principal executive. However,
the Compensation and Nominating Committee also believes that no
arbitrary formula is an adequate substitute for individual judgments in
all cases, particularly in determining the value of a principal
executive's contribution to the success of the company. Therefore, the
Compensation and Nominating Committee may from time to time use its
discretion in deviating from the above procedures (including, possibly,
modifying the factors discussed above or varying their weighting) to
set compensation levels for the principal executives and others that
best serve the interests of the company and its stockholders.
Internal Revenue Code Section 162(m)
Internal Revenue Code Section 162(m) and regulations
thereunder, which limit the deductibility of certain executive
compensation in excess of $1,000,000, did not result in any
disallowance of a deduction for compensation payments made by Minerals
Technologies for the 1998 fiscal year. However, the Compensation and
Nominating Committee has determined that, in order to retain the
discretion referred to in the previous paragraph, it reserves the right
to make compensation payments that in part may not qualify for a tax
deduction because of the limitations of Internal Revenue Code Section
162(m).
John B. Curcio, Chair
William L. Lurie
Paul M. Meister
Compensation Committee Interlocks and Insider Participation
Throughout 1998 the Compensation and Nominating Committee was composed
of Mr. Curcio (Chair), Mr. Lurie and Mr. Meister. None of the members of the
Committee is or has ever been an officer or employee of Minerals Technologies or
any of its subsidiaries. During 1998 no executive officer of Minerals
Technologies served as a director or a member of the compensation committee of
another entity, any of whose executive officers served as a member of the
Compensation and Nominating Committee. In addition, no executive officer of
Minerals Technologies served as a member of the compensation committee of
another entity, any of whose executive officers served as a director of Minerals
Technologies.
13
<PAGE>
Performance Graph
This line graph compares Minerals Technologies' cumulative total
stockholder return with the S&P 500, as a performance indicator for the overall
stock market, and with the S&P Chemicals Composite Index and the S&P Midcap
Basic Materials Index, which are published industry indexes.
We have decided to substitute the S&P Midcap Basic Materials Index for
the S&P Chemicals Composite Index because we believe that the companies included
in the former are closer to Minerals Technologies in terms of both their size
and their lines of business. This index includes 41 mid-cap companies operating
in the industries in which we compete or in industries related to them. As the
graph indicates, in recent years the S&P Midcap Basic Materials Index has been
much more closely correlated than has the S&P Chemicals Composite Index with the
performance of our common stock. Minerals Technologies is included in the S&P
Midcap Basic Materials Index, but not in the S&P Chemicals Composite Index.
In accordance with the rules of the Securities and Exchange Commission,
this year both the indexes we have used in previous years and the indexes we
plan to use going forward are shown on the same graph for purposes of
comparison.
The starting point for the comparison is a hypothetical investment of
$100 in our common stock and in each of the indexes at the close of the last
trading day of 1993. The ending point is the close of the last trading day of
1998, at which time the price of our common stock was $40.9375.
CUMULATIVE TOTAL SHAREHOLDER RETURN
Minerals Technologies Inc., S&P 500 Index, S&P Chemicals Composite Index and
the S&P Midcap Basic Materials
[GRAPH]
14
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
December December December December December December
1993 1994 1995 1996 1997 1998
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MTI 100.0 101.2 126.7 142.7 158.5 143.1
- ----------------------------------------------------------------------------------------------------------------------------
S&P 500 100.0 101.3 139.4 171.5 228.7 294.0
- ----------------------------------------------------------------------------------------------------------------------------
S&P 500 Chemicals 100.0 110.5 144.6 180.2 217.8 204.2
Composite
- ----------------------------------------------------------------------------------------------------------------------------
S&P Midcap Basic 100.0 103.6 124.0 134.8 158.8 142.8
Materials
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
EMPLOYMENT, TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTS
Employment Agreements
In October 1997, Minerals Technologies entered into an employment
agreement with Dr. Valles for a term expiring October 17, 2001, and for an
annual base salary of not less than $738,972. In October 1998, Minerals
Technologies entered into employment agreements with the following individuals
for terms of three years and for not less than the annual base salaries
indicated: Mr. Saueracker, $241,146; Mr. Dulski, $233,352; Mr. Gray, $209,576;
and Mr. Crabtree, $207,347. Each of the named executive officers may also
receive salary increases and annual bonuses in amounts to be determined by the
Board or the Compensation and Nominating Committee. The agreements also entitle
the named executive officers to participate in employee benefit plans and other
fringe benefits that are generally available to our executive employees.
Under the agreements, each named executive officer has agreed to comply
with certain customary provisions, including covenants not to disclose our
confidential information at any time and not to compete with our business during
the term of the agreement and, subject to our continued payment of amounts under
the agreement, for two years thereafter. We may terminate the employment
agreements prior to the specified term of employment for "cause" as defined in
the agreements.
Severance Agreements
Minerals Technologies has entered into severance agreements with
certain of its executive officers, including each of the named executive
officers. The agreements continue through December 31 of each year, and are
automatically extended in one-year increments unless Minerals Technologies gives
prior notice of termination. If a change in control occurs, the severance
agreements are effective for a period of four years from the end of the then
existing term. These agreements are intended to provide for continuity of
management in the event of a change in control of Minerals Technologies.
If, following a change in control, the executive is terminated by
Minerals Technologies for any reason, other than for disability, death,
retirement or for cause (as defined in the agreements), or if the executive
terminates his or her employment for good reason (as defined in the agreements),
then the executive is entitled to a severance payment of 2.99 times the
executive's base amount (as defined in the agreements). The severance payment
generally will be made in a lump sum. For a period of up to two years following
a termination that entitles an executive to severance payments, Minerals
Technologies will provide life, disability, accident and health insurance
coverage substantially similar to the benefits provided before termination,
except to the extent such coverages would result in an excise tax being imposed
under Section 4999 of the Internal Revenue Code.
15
<PAGE>
The agreements also provide that upon the occurrence of certain stated
events that constitute a "potential change in control" of Minerals Technologies,
the executive agrees not to voluntarily terminate his employment with Minerals
Technologies for a six-month period.
Under the severance agreements, a change in control includes any of the
following events unless approved by the Board: (i) Minerals Technologies is
required to report a "change in control" in accordance with the Securities
Exchange Act of 1934; (ii) any person acquires 15% of the voting securities of
Minerals Technologies; (iii) a majority of Minerals Technologies directors are
replaced during a two-year period; or (iv) the stockholders of Minerals
Technologies approve a merger, liquidation or sale of assets.
Stock Option Plan
The Stock and Incentive Plan provides that all non-vested stock options
granted under the plan may, at the discretion of the Compensation and Nominating
Committee, be made immediately exercisable upon the employee's retirement or
upon a change in control of Minerals Technologies (as defined in the plan).
Retirement Plans
Each of the named executive officers is entitled to benefits under the
defined benefit pension plans which we maintain. The Retirement Annuity Plan is
a tax qualified pension plan which pays retirement benefits within the limits
prescribed by the Internal Revenue Code. The Nonfunded Supplemental Retirement
Plan is an unfunded, non-tax qualified pension plan which pays retirement
benefits in excess of such tax limits. Benefits under the Retirement Annuity
Plan and the Nonfunded Supplemental Retirement Plan are based upon an annuity
equal to the greater of (i) 1.4% of a participant's career earnings or (ii)
1.75% of a participant's career earnings less 1.5% of primary Social Security
benefits, multiplied by years of service up to 35 years. For purposes of this
formula, a participant's "career earnings" are based on the average earnings for
the five highest consecutive calendar years prior to January 1, 1998, and on
actual earnings for periods after December 31, 1997.
Estimated aggregate annual benefits upon retirement under the
Retirement Annuity Plan and the Nonfunded Supplemental Retirement Plan for the
named executive officers are as follows: Dr. Valles, $486,095; Mr. Saueracker,
$138,389; Mr. Dulski, $113,002; Mr. Gray, $93,195; and Mr. Crabtree, $130,311.
The estimated retirement benefits have been computed on the assumption that (i)
payments will be made in the form of a 50% joint and survivor annuity; (ii)
employment will be continued until normal retirement at age 65; and (iii)
creditable compensation will continue at 1998 levels throughout the remainder of
the computation period.
Grantor Trust
In order to secure the benefits accrued under the Nonfunded
Supplemental Retirement Plan and the Nonfunded Deferred Compensation and
Supplemental Savings Plan, Minerals Technologies has entered into a Grantor
Trust Agreement establishing a grantor trust within the meaning of the Internal
Revenue Code. Under the Grantor Trust Agreement, we are required to make certain
contributions of cash or other property to the trust upon the retirement of
individuals who are beneficiaries of those plans; upon the occurrence of certain
events defined as constituting a "Change of Control"; and in certain other
circumstances.
16
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of our records and of copies furnished to us
of reports under Section 16(a) of the Securities Exchange Act of 1934, or
written representations that no such reports were required, we believe that,
during the 1998 fiscal year, all filing requirements applicable to our officers,
directors and greater than 10% shareholders were complied with, except that one
such report involving one transaction in 1997 was filed belatedly on behalf of
Paul R. Saueracker.
ITEM 2--APPROVAL OF AUDITORS
The Board of Directors has appointed KPMG LLP to serve as our
independent auditors for the current fiscal year, subject to the approval of the
stockholders. The firm and its predecessors have audited the financial records
of the businesses that compose Minerals Technologies for many years. The firm is
considered well qualified.
We expect that representatives of KPMG LLP will be present at the
Annual Meeting of Stockholders. These representatives will have the opportunity
to make a statement if they wish to do so, and will be available to respond to
appropriate questions.
The Board of Directors unanimously recommends a vote FOR approval of
the appointment of KPMG LLP as our independent auditors for the 1999 fiscal
year.
PROCEDURAL MATTERS
Casting and Tabulation of Votes
Votes cast at the Annual Meeting (whether by proxy or in person) will
be tabulated by independent inspectors of election appointed by Minerals
Technologies. If a proxy form is returned properly signed but not marked, it
will be voted in accordance with management's recommendations on all proposals.
The Board knows of no other business that will be presented at the
Annual Meeting. The proxy confers discretionary authority with respect to any
other matters which come properly before the Annual Meeting, and the individuals
named in the proxy intend to vote in accordance with their judgment on such
matters if they arise.
Quorum
The by-laws of Minerals Technologies provide that the holders of a
majority of the shares of common stock issued and outstanding and entitled to
vote, present in person or by proxy, are required for and constitute a quorum of
all meetings of stockholders. The inspectors of election will treat shares of
common stock represented by a properly signed and returned proxy as present at
the Annual Meeting for purposes of determining a quorum, whether the proxy is
marked as casting a vote or abstaining. On the Record Date there were 21,557,841
shares of common stock issued and outstanding.
The inspectors of election will also treat shares represented by
"broker non-votes" as present for purposes of determining a quorum. Broker
non-votes are shares held in record name by brokers or nominees, as to which the
broker or nominee (i) has not received instructions from the beneficial owner or
person entitled to vote, (ii) does not have discretionary voting power under
applicable New York Stock Exchange rules or the instrument under which it serves
as broker or nominee, and (iii) has indicated on the proxy card, or otherwise
notified us, that it does not have authority to vote the shares on the matter.
17
<PAGE>
Vote Required for Approval: Election of Directors
The by-laws provide that directors are to be elected by a plurality
vote of the shares of stock present and entitled to vote, in person or by proxy,
at the Annual Meeting. Abstentions and broker non-votes as to the election of
directors will not affect the election of the candidates receiving the plurality
of votes.
Vote Required for Approval: Other Questions
The by-laws provide that except as otherwise provided by law or in the
Certificate of Incorporation or the by-laws, all questions other than the
election of directors are to be determined by a majority of the votes cast on
the question. All votes cast in favor of a given proposal, and all votes cast
against it, are added together for a total sum of votes on that proposal.
Abstentions and broker non-votes as to the proposal will not affect the outcome,
as they will not be included in calculating the number of votes necessary for
approval and will not count as votes cast for or against the question.
Cost of Soliciting Proxies
The cost of this solicitation is being borne by Minerals Technologies.
In addition to soliciting proxies through the mail using this Proxy Statement,
we may solicit proxies by telephone, facsimile, electronic mail and personal
contact. Such solicitation will be made by our regular employees without
additional compensation. We have also engaged Morrow & Co., Inc. to assist in
the solicitation of proxies, and we have agreed to pay that firm $4,000 for its
assistance, plus expenses.
Stockholder Proposals
The Compensation and Nominating Committee will consider nominations of
candidates for director, and the Board of Directors will consider other items of
business, which are proposed by stockholders. The by-laws provide certain
procedures which a stockholder must follow to nominate persons for election as
directors or to introduce an item of business at a meeting of stockholders.
These procedures provide that nominations for director and items of business to
be introduced at an annual meeting of stockholders must be submitted in writing
to the Secretary of Minerals Technologies at The Chrysler Building, 405
Lexington Avenue, New York, NY 10174-1901. The nomination or proposed item of
business must be received not less than 70 days nor more than 90 days in advance
of the first anniversary of the previous year's annual meeting. With respect to
any other meeting of stockholders, the nomination or item of business must be
received not later than the close of business on the tenth day following the
date of our public announcement of the date of the meeting.
Any nomination must contain a signed consent of the nominee to serve as
a director, if elected, and the following information about the nominee: name;
age; business and residence addresses; principal occupation or employment; the
number of shares of our common stock beneficially owned by the nominee; and the
information that would be required under the rules of the Securities and
Exchange Commission in a proxy statement soliciting proxies for the election of
the nominee as a director. The notice must also contain (i) the name and address
of the stockholder giving notice, as they appear in our books (and of the
beneficial owner, if other than the stockholder, on whose behalf the proposal is
made); (ii) the class and number of shares of stock owned of record or
beneficially by the stockholder giving notice (and by the beneficial owner, if
other than the stockholder, on whose behalf the proposal is made); (iii) a
representation that the stockholder is a holder of record of stock entitled to
vote at the meeting and intends to appear in person or by proxy at the meeting
to propose the nomination; and (iv) a representation whether the stockholder (or
the beneficial owner, if any) intends or is part of a group which intends to (a)
deliver a proxy statement and form of proxy to holders of at least the
percentage of our outstanding stock required to elect the nominee and/or (b)
otherwise solicit proxies from stockholders in support of the nomination.
18
<PAGE>
Any notice regarding the introduction of an item of business to a
meeting of stockholders must set forth (i) a brief description of the business
desired to be brought before the meeting; (ii) the reason for conducting such
business at the meeting; (iii) any material interest in such business of the
stockholder giving notice (and of the beneficial owner, if not the stockholder
giving notice, on whose behalf the proposal is made); (iv) in the event that
such business includes a proposal to amend the by-laws, the language of the
proposed amendment; (v) the name and address of the stockholder giving notice
(and of any such beneficial owner); (vi) the class and number of shares owned of
record or beneficially by such stockholder giving notice (and by any such
beneficial owner); (vii) a representation that the stockholder is a holder of
record of stock entitled to vote at the meeting and intends to appear in person
or by proxy at the meeting to propose the item of business; and (viii) a
representation whether the stockholder (or the beneficial owner, if any) intends
or is part of a group which intends to (a) deliver a proxy statement and form of
proxy to holders of at least the percentage of the outstanding stock required to
approve or adopt the proposal and/or (b) otherwise solicit proxies from
stockholders in support of the proposal.
Under the rules of the Securities and Exchange Commission and the
by-laws, if a stockholder proposal intended to be presented at the 2000 Annual
Meeting is to be included in the proxy statement and form of proxy relating to
that meeting, we must receive the proposal at our principal executive office no
later than March 18, 2000, and no earlier than February 27, 2000.
By order of the Board of Directors,
/s/ S. Garrett Gray
----------------------
S. Garrett Gray
Secretary
19
<PAGE>
COMMON STOCK MINERALS TECHNOLOGIES INC. COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints C. Dee, S.G. Gray and N.M. Bardach, or any of
them, as Proxies to vote at the Annual Meeting of Stockholders of Minerals
Technologies Inc. on May 27, 1999 and any adjournments or postponements thereof,
on matters which may properly come before the Annual Meeting, in accordance with
and as more fully described in the Notice of Meeting and Proxy Statement,
receipt of which is acknowledged.
The Proxies will vote your shares in accordance with your directions on this
card. If you do not indicate your choices on this card, the Proxies will vote
your shares FOR all proposals.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Company.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be that of an
authorized officer, who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------ ---------------------------------------
- ------------------------------------ ---------------------------------------
- ------------------------------------ ---------------------------------------
DETACH CARD DETACH CARD
MINERAL TECHNOLOGIES INC.
Dear Stockholder:
Please take note of the important information enclosed with this Proxy Ballot.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on this proxy card to indicate how your shares should be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope. You may also vote your shares by telephone or
via the Internet.
Your vote must be received prior to the Annual Meeting of Stockholders, May 27,
1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Minerals Technologies Inc.
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
MINERALS TECHNOLOGIES INC.
- --------------------------------------------------------------------------------
COMMON STOCK
CONTROL NUMBER:
RECORD DATE SHARES:
-------------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
Stockholder sign here Co-owner sign here
- --------------------------------------------------------------------------------
1. Election of Directors. Nominees:
For All With- For All
Nominees hold Except
(01) Steven J. Golub
(02) William L. Lurie [ ] [ ] [ ]
(03) Jean-Paul Valles
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
For Against Abstain
2. Ratification of appointment of auditors. [ ] [ ] [ ]
Mark box at right if an address change or comment has
been noted on the reverse side of this card. [ ]
- ---------------------
Vote by Telephone
- ---------------------
It's fast, convenient and immediate!
Call Toll-Free on a Touch-Tone Phone
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683). For
shareholders residing outside the United States call collect on a
touch-tone phone 1-201-536-8073. There is NO CHARGE for this call.
3. Enter your Control Number located on your Proxy Card.
4. Follow the recorded instructions.
Your vote is important!
Call 1-877-PRX-VOTE anytime!
- ---------------------
Vote by Internet
- ---------------------
It's fast, convenient, and your vote is immediately confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Go to the Website
http://www.eproxyvote.com/mtx.
3. Enter your Control Number located on your Proxy Card.
4. Follow the instructions provided.
Your vote is important!
Go to http://www.eproxyvote.com/mtx anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
<PAGE>
401K MINERALS TECHNOLOGIES INC. 401K
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints C. Dee, S.G. Gray and N.M. Bardach, or any of
them, as Proxies to vote at the Annual Meeting of Stockholders of Minerals
Technologies Inc. on May 27, 1999 and any adjournments or postponements thereof,
on matters which may properly come before the Annual Meeting, in accordance with
and as more fully described in the Notice of Meeting and Proxy Statement,
receipt of which is acknowledged.
The Proxies will vote your shares in accordance with your directions on this
card. If you do not indicate your choices on this card, the Proxies will vote
your shares FOR all proposals.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Company.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be that of an
authorized officer, who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------ ---------------------------------------
- ------------------------------------ ---------------------------------------
- ------------------------------------ ---------------------------------------
DETACH CARD DETACH CARD
MINERALS TECHNOLOGIES INC.
Dear Participant,
Please take note of the important information enclosed with this Proxy Ballot.
Under the Minerals Technologies Inc. Savings and Investment Plan, a participant
may instruct the Trustee to vote at the Minerals Technologies Inc. Annual
Meeting of Stockholders the shares which are allocable to or owned by his or her
account.
If you wish to instruct the Trustee how to vote such shares, please mark the
boxes on the proxy card to indicate how your shares should be voted. Then sign
the card, detach it and return your proxy vote in the enclosed postage paid
envelope. You may also direct the Trustee to vote your shares by telephone or
via the Internet. The Trustee will vote any undirected shares of the Company's
stock held by it in direct proportion to the voting of shares for which
instructions have been received. The Trustee will ensure that your vote remains
confidential.
Your vote must be received prior to the Annual Meeting of Stockholders, May 27,
1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Minerals Technologies Inc.
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
MINERALS TECHNOLOGIES INC.
- --------------------------------------------------------------------------------
401K
CONTROL NUMBER:
RECORD DATE SHARES:
-------------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
Participant sign here
- --------------------------------------------------------------------------------
1. Election of Directors. Nominees:
For All With- For All
Nominees hold Except
(01) Steven J. Golub
(02) William L. Lurie [ ] [ ] [ ]
(03) Jean-Paul Valles
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
For Against Abstain
2. Ratification of appointment of auditors. [ ] [ ] [ ]
Mark box at right if an address change or comment has
been noted on the reverse side of this card. [ ]
- ---------------------
Vote by Telephone
- ---------------------
It's fast, convenient and immediate!
Call Toll-Free on a Touch-Tone Phone
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683). For
shareholders residing outside the United States call collect on a
touch-tone phone 1-201-536-8073. There is NO CHARGE for this call.
3. Enter your Control Number located on your Proxy Card.
4. Follow the recorded instructions.
Your vote is important!
Call 1-877-PRX-VOTE anytime!
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Vote by Internet
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It's fast, convenient, and your vote is immediately confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Go to the Website
http://www.eproxyvote.com/mtx.
3. Enter your Control Number located on your Proxy Card.
4. Follow the instructions provided.
Your vote is important!
Go to http://www.eproxyvote.com/mtx anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
