-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DCz08UImsxHyRktwHmeqL97NxZWKa2UTBnwE8tr3PSPennjdlwI9yMRWULJcDK9a FDNArdzHo96GlDe5c1HMtA== 0000947871-99-000219.txt : 19990524 0000947871-99-000219.hdr.sgml : 19990524 ACCESSION NUMBER: 0000947871-99-000219 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENGELHARD CORP CENTRAL INDEX KEY: 0000352947 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 221586002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-32585 FILM NUMBER: 99631844 BUSINESS ADDRESS: STREET 1: 101 WOOD AVENUE CITY: ISELIN STATE: NJ ZIP: 08830 BUSINESS PHONE: 9082055000 MAIL ADDRESS: STREET 1: 101 WOOD AVENUE CITY: ISELIN STATE: NJ ZIP: 08830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MINORCO /FI CENTRAL INDEX KEY: 0000801693 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BOITE POSTALE 185 CITY: L 2011 LUXEMBOURG STATE: N4 MAIL ADDRESS: STREET 1: BOITE POSTALE 185 CITY: L 2011 LUXEMBOURG STATE: N4 FORMER COMPANY: FORMER CONFORMED NAME: MINORCO /FI DATE OF NAME CHANGE: 19981014 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) Engelhard Corporation (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 292845104 (CUSIP Number) N. Jordan Secretary Minorco Boite Postale 185 L-2011 Luxembourg City Luxembourg Telephone: 011-352-404-1101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 21, 1999 (Date of Event which Requires Filing of this Statement) ------------------------ If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person MINORCO (2) Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) |_| (b) (3) SEC Use Only (4) Source of Funds (See Instructions) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). (6) Citizenship or Place of Organization Luxembourg Number of (7) Sole Voting Power By Subsidiary 0 Common Shares Shares Beneficially (8) Shared Voting Power Owned by Each (9) Sole Dispositive Power By Subsidiary 0 Common Reporting Shares Person With (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 Common Shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 0.0% (14) Type of Reporting Person (See Instructions) CO (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (2 Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) |_| (b) (3) SEC Use Only (4) Source of Funds (See Instructions) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). (6) Citizenship or Place of Organization Luxembourg Number of (7) Sole Voting Power 0 Common Shares Shares Beneficially (8) Shared Voting Power Owned by Each (9) Sole Dispositive Power 0 Common Shares Reporting Person With (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 Common Shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 0.0% (14) Type of Reporting Person (See Instructions) CO Item 1. Security and Issuer. This Amendment No. 10 to the Schedule 13D, dated June 8, 1981, of Minerals and Resources Corporation (as amended by Amendments Nos. #1 through 9, the "Schedule 13D"), is filed to reflect information required pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the "Act"), relating to shares of Common Stock, $1.00 par value, of Engelhard Corporation, whose address is 100 Wood Avenue, Iselin, New Jersey 08830 ("EC"). Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by adding the following two paragraphs: "EC and Minorco have announced that they have completed their repurchase and secondary offering of 45,943,494 shares of EC common stock. Pursuant to the Stock Purchase and Registration Rights Agreement between EC and Minorco and dated as of March 2, 1999, EC agreed to purchase from Minorco certain shares of common stock of EC held by Minorco and arrange for an underwritten secondary offering of the remaining shares of common stock of EC held by Minorco. On May 21, 1999 EC purchased from Minorco 17,943,494 shares of EC common stock at a price equal to $18.72 per share and 28,000,000 shares were sold by Minorco to an underwriting syndicate led by Morgan Stanley Dean Witter, JP Morgan & Co. and Lazard Freres & Co. LLC for $19.50 per share less underwriting discounts for a net price per share of $18.72. The consummation of these transactions resulted in the disposition of all of the EC common stock held by Minorco except for 11,389 shares of common stock of EC granted to executive directors of Minorco (and ceded to Minorco) on the EC board of directors. The shares were issued to them pursuant to EC's Stock Bonus Plan for Non-Employee Directors. The shares have not yet vested and will be purchased by EC for $18.72 per share if and when they vest." Item 5. Interest in Securities of the Issuer. See Item 4 above. Item 7. Material to Be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended to add the following exhibits: EX-99 Press Release dated May 19, 1999. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MINORCO By: /s/ Ben E. Keisler --------------------------------- Name: Ben E. Keisler Title: Senior Vice President TAURUS INVESTMENTS S.A. By: /s/ Ben E. Keisler --------------------------------- Name: Ben E. Keisler Title: Assistant Company Secretary Date: May 21, 1999 EX-99 2 PRESS RELEASE For release: Wednesday 19 May 1999 Minorco Prices Sale of Engelhard Shares Minorco announces today that it has priced the public sale of 28 million shares of common stock of Engelhard Corporation at $19.50 per share before commissions. After commissions the price per Engelhard share will be $18.72. Engelhard will purchase the balance of the shares held by Minorco (approximately 18 million) at $18.72. The transaction will be completed by 21 May 1999. Minorco will compensate Engelhard for the costs and expenses incurred in connection with the transaction. Minorco previously announced its intention to divest its interest in Engelhard prior to the combination of its businesses with those of Anglo American Corporation of South Africa Limited to form Anglo American plc. Enquires: Nick von Schirnding Vice President, Investor and Corporate Affairs + 44 171 698 8540 -----END PRIVACY-ENHANCED MESSAGE-----