10-K405/A 1 l93059ae10-k405a.txt EAGLE PICHER HOLDINGS & CO-FILERS--FORM 10-K405/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2001 COMMISSION FILE NUMBER 333-49957-01 ------------------------ EAGLE-PICHER HOLDINGS, INC. A Delaware Corporation I.R.S. Employer Identification NO. 13-3989553 ------------------------ 250 EAST FIFTH STREET, SUITE 500, P. O. BOX 779, CINCINNATI, OHIO 45201 Registrant's telephone number, including area code: 513-721-7010 ------------------------ Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None EAGLE-PICHER HOLDINGS, INC. IS FILING THIS REPORT VOLUNTARILY IN ORDER TO COMPLY WITH THE REQUIREMENTS OF THE TERMS OF ITS 9 3/8% SENIOR SUBORDINATED NOTES AND 11 3/4% SERIES B CUMULATIVE EXCHANGEABLE PREFERRED STOCK AND IS NOT REQUIRED TO FILE THIS REPORT PURSUANT TO EITHER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X] (See explanatory note immediately above.) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] No voting stock is held by non-affiliates of the registrant. Indicate by check mark whether Eagle-Picher Industries, Inc., an additional registrant on this filing, has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [X] 1,000,000 shares of common capital stock, $.01 par value each, were outstanding at February 14, 2002. TABLE OF ADDITIONAL REGISTRANTS
JURISDICTION OF IRS EMPLOYER INCORPORATION OR COMMISSION IDENTIFICATION NAME ORGANIZATION FILE NUMBER NUMBER ---- ---------------- ------------ -------------- Eagle-Picher Industries, Inc. Ohio 333-49957 31-0268670 Daisy Parts, Inc. Michigan 333-49957-02 38-1406772 Eagle-Picher Development Co., Inc. Delaware 333-49957-03 31-1215706 Eagle-Picher Far East, Inc. Delaware 333-49957-04 31-1235685 Eagle-Picher Minerals, Inc. Nevada 333-49957-06 31-1188662 Eagle-Picher Technologies, LLC Delaware 333-49957-09 31-1587660 Hillsdale Tool & Manufacturing Co. Michigan 333-49957-07 38-0946293 EPMR Corporation (f/k/a Michigan Michigan 333-49957-08 38-2185909 Automotive Research Corp.)
REASON FOR AMENDMENT EAGLE-PICHER HOLDINGS, INC. IS FILING THIS FORM 10-K/A AS AN AMENDMENT TO THE ORIGINAL FORM 10-K FILED ON FEBRUARY 15, 2002 IN ORDER TO INCORPORATE INTO THE COMPANY'S FINANCIAL STATEMENTS AT ITEM 8 THE REPORT OF MANAGEMENT AND THE AUDITOR'S REPORT WHICH WERE BOTH INADVERTENTLY OMITTED FROM THAT FILING. TABLE OF CONTENTS
ITEM PAGE ---- ---- PART I 1. Business.................................................... 1 2. Properties.................................................. 7 3. Legal Proceedings........................................... 9 4. Submission of Matters to a Vote of Security Holders......... 14 PART II 5. Market for the Registrant's Common Equity and Related Stockholder Matters......................................... 15 6. Selected Financial Data..................................... 15 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................................... 16 7a. Quantitative and Qualitative Disclosures About Market Risk........................................................ 26 8. Financial Statements and Supplementary Data................. 28 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.................................... 65 PART III 10. Directors and Executive Officers of the Registrant.......... 65 11. Executive Compensation...................................... 67 12. Security Ownership of Certain Beneficial Owners and Management.................................................. 71 13. Certain Relationships and Related Transactions.............. 73 PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K......................................................... 74 Signatures.................................................. 79 Exhibit Index............................................... 88
i REPORT OF MANAGEMENT The Company's management is responsible for the preparation and presentation of the consolidated financial statements. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and as such include amounts based on judgements and estimates made by management. The Company's system of internal accounting controls is designed to provide reasonable assurance at reasonable cost that assets are safeguarded from loss or unauthorized use, and that the financial records may be relied upon for the preparation of the consolidated financial statements. The consolidated financial statements have been audited by our independent auditors, Deloitte and Touche LLP. Their audit is conducted in accordance with auditing standards generally accepted in the United States of America and provides an independent assessment as to the fair presentation, in all material respects, of the Company's consolidated financial statements. The Audit Committee of the Board of Directors meets periodically with management and the independent auditors to review internal accounting controls and the quality of financial reporting. Financial management and the independent auditors have full and free access to the Audit Committee. /s/ JOHN H. WEBER John H. Weber President and Chief Executive Officer /s/ JOHN F. SULLIVAN John F. Sullivan Vice President -- Controller Cincinnati, Ohio February 14, 2002 65 INDEPENDENT AUDITORS' REPORT The Board of Directors Eagle-Picher Holdings, Inc.: We have audited the accompanying consolidated balance sheets of Eagle-Picher Holdings, Inc. and subsidiaries as of November 30, 2001 and 2000, and the related consolidated statements of income (loss), shareholders' equity (deficit), and cash flows for each of the three years in the period ended November 30, 2001. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Eagle-Picher Holdings, Inc. as of November 30, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 2001, in conformity with accounting principles generally accepted in the United States of America. /s/ DELOITTE & TOUCHE LLP Cincinnati, Ohio February 14, 2002 66 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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. EAGLE-PICHER HOLDINGS, INC. By /s/ JOHN H. WEBER ------------------------------------ John H. Weber President and Chief Executive Officer Date: March 4, 2002 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED. /s/ JOHN H. WEBER Date: March 4, 2002 -------------------------------------------------------- John H. Weber, President, Chief Executive Officer and Director /s/ THOMAS R. PILHOLSKI Date: March 4, 2002 -------------------------------------------------------- Thomas R. Pilholski, Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ JOHN F. SULLIVAN Date: March 4, 2002 -------------------------------------------------------- John F. Sullivan, Vice President and Controller (Principal Accounting Officer) /s/ JOEL P. WYLER* Date: March 4, 2002 -------------------------------------------------------- Joel P. Wyler, Director and Chairman of the Board /s/ DANIEL C. WYLER* Date: March 4, 2002 -------------------------------------------------------- Daniel C. Wyler, Director /s/ ALBERT IEDEMA Date: March 4, 2002 -------------------------------------------------------- Albert Iedema, Director *By /s/ DAVID G. KRALL ---------------------------------------------------- David G. Krall Attorney-in-Fact
81 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. EAGLE-PICHER INDUSTRIES, INC. By /s/ JOHN H. WEBER ------------------------------------ John H. Weber President and Chief Executive Officer Dated: March 4, 2002 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE ADDITIONAL REGISTRANT, EAGLE-PICHER HOLDINGS, INC., AND IN THE CAPACITIES AND ON THE DATES INDICATED. /s/ JOHN H. WEBER Date: March 4, 2002 -------------------------------------------------------- John H. Weber, President, Chief Executive Officer and Director (Principal Executive Officer) /s/ THOMAS R. PILHOLSKI Date: March 4, 2002 -------------------------------------------------------- Thomas R. Pilholski, Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ JOHN F. SULLIVAN Date: March 4, 2002 -------------------------------------------------------- John F. Sullivan, Vice President and Controller (Principal Accounting Officer) /s/ JOEL P. WYLER* Date: March 4, 2002 -------------------------------------------------------- Joel P. Wyler, Director and Chairman of the Board /s/ DANIEL C. WYLER* Date: March 4, 2002 -------------------------------------------------------- Daniel C. Wyler, Director /s/ ALBERT IEDEMA Date: March 4, 2002 -------------------------------------------------------- Albert Iedema, Director *By /s/ DAVID G. KRALL ---------------------------------------------------- David G. Krall Attorney-in-Fact
82 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. DAISY PARTS, INC. By /s/ WILLIAM F. MACLEAN ------------------------------------ William F. Maclean President (Principal Executive Officer) Dated: March 4, 2002 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE ADDITIONAL REGISTRANT, DAISY PARTS, INC., AND IN THE CAPACITIES AND ON THE DATES INDICATED. /s/ WILLIAM F. MACLEAN Date: March 4, 2002 -------------------------------------------------------- William F. Maclean, President (Principal Executive Officer) /s/ TOM B. SCHERPENBERG Date: March 4, 2002 -------------------------------------------------------- Tom B. Scherpenberg, Treasurer (Principal Financial Officer) /s/ DANIEL SKIENDZIEL Date: March 4, 2002 -------------------------------------------------------- Daniel Skiendziel, Controller (Principal Accounting Officer) /s/ JOHN H. WEBER Date: March 4, 2002 -------------------------------------------------------- John H. Weber, Director
83 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. EAGLE-PICHER DEVELOPMENT CO., INC. By /s/ DAVID N. EVANS ------------------------------------ David N. Evans President (Principal Executive Officer) Dated: March 4, 2002 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE ADDITIONAL REGISTRANT, EAGLE-PICHER DEVELOPMENT CO., INC., AND IN THE CAPACITIES AND ON THE DATES INDICATED. /s/ DAVID N. EVANS Date: March 4, 2002 -------------------------------------------------------- David N. Evans, President (Principal Executive Officer) /s/ TOM B. SCHERPENBERG Date: March 4, 2002 -------------------------------------------------------- Tom B. Scherpenberg, Treasurer (Principal Financial Officer and Principal Accounting Officer) /s/ JOHN H. WEBER Date: March 4, 2002 -------------------------------------------------------- John H. Weber, Sole Director
84 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. EPMR CORPORATION (f/k/a Michigan Automotive Research Corporation) By /s/ DAVID N. EVANS ------------------------------------ David N. Evans President (Principal Executive Officer) Dated: March 4, 2002 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE ADDITIONAL REGISTRANT, EPMR CORPORATION, AND IN THE CAPACITIES AND ON THE DATES INDICATED. /s/ DAVID N. EVANS Date: March 4, 2002 -------------------------------------------------------- David N. Evans, President (Principal Executive Officer) /s/ TOM B. SCHERPENBERG Date: March 4, 2002 -------------------------------------------------------- Tom B. Scherpenberg, Treasurer (Principal Financial Officer and Principal Accounting Officer) /s/ JOHN H. WEBER Date: March 4, 2002 -------------------------------------------------------- John H. Weber, Sole Director
85 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. EAGLE-PICHER FAR EAST, INC. By /s/ DAVID N. EVANS ------------------------------------ David N. Evans President (Principal Executive Officer) Dated: March 4, 2002 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE ADDITIONAL REGISTRANT, EAGLE-PICHER FAR EAST, INC., AND IN THE CAPACITIES AND ON THE DATES INDICATED. /s/ DAVID N. EVANS Date: March 4, 2002 -------------------------------------------------------- David N. Evans, President (Principal Executive Officer) /s/ TOM B. SCHERPENBERG Date: March 4, 2002 -------------------------------------------------------- Tom B. Scherpenberg, Treasurer (Principal Financial Officer and Principal Accounting Officer) /s/ JOHN H. WEBER Date: March 4, 2002 -------------------------------------------------------- John H. Weber, Sole Director
86 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. HILLSDALE TOOL & MANUFACTURING CO. By /s/ WILLIAM F. MACLEAN ------------------------------------ William F. Maclean President (Principal Executive Officer) Dated: March 4, 2002 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE ADDITIONAL REGISTRANT, HILLSDALE TOOL & MANUFACTURING CO., AND IN THE CAPACITIES AND ON THE DATES INDICATED. /s/ WILLIAM F. MACLEAN Date: March 4, 2002 -------------------------------------------------------- William F. Maclean, President (Principal Executive Officer) /s/ TOM B. SCHERPENBERG Date: March 4, 2002 -------------------------------------------------------- Tom B. Scherpenberg, Treasurer (Principal Financial Officer) /s/ DANIEL SKIENDZIEL Date: March 4, 2002 -------------------------------------------------------- Daniel Skiendziel, Controller (Principal Accounting Officer) /s/ JOHN H. WEBER Date: March 4, 2002 -------------------------------------------------------- John H. Weber, Sole Director
87 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. EAGLE-PICHER MINERALS, INC. By /s/ JAMES L. LAURIA ------------------------------------ James L. Lauria President (Principal Executive Officer) Dated: March 4, 2002 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE ADDITIONAL REGISTRANT, EAGLE-PICHER MINERALS, INC., AND IN THE CAPACITIES AND ON THE DATES INDICATED. /s/ JAMES L. LAURIA Date: March 4, 2002 -------------------------------------------------------- James L. Lauria, President (Principal Executive Officer) /s/ TOM B. SCHERPENBERG Date: March 4, 2002 -------------------------------------------------------- Tom B. Scherpenberg, Treasurer (Principal Financial Officer) /s/ PAUL R. WONDER Date: March 4, 2002 -------------------------------------------------------- Paul R. Wonder, Vice President (Principal Accounting Officer) /s/ JOHN H. WEBER Date: March 4, 2002 -------------------------------------------------------- John H. Weber, Sole Director
88 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. EAGLE-PICHER TECHNOLOGIES, LLC By /s/ GRANT T. HOLLETT ------------------------------------ Grant T. Hollett, President (Principal Executive Officer) Dated: March 4, 2002 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE ADDITIONAL REGISTRANT, EAGLE-PICHER TECHNOLOGIES, LLC, AND IN THE CAPACITIES AND ON THE DATES INDICATED. /s/ GRANT T. HOLLETT Date: March 4, 2002 -------------------------------------------------------- Grant T. Hollett, President and Director (Principal Executive Officer) /s/ JOHN V. RUBERTO Date: March 4, 2002 -------------------------------------------------------- John V. Ruberto, Executive Vice President and Director /s/ R. DOUGLAS WRIGHT Date: March 4, 2002 -------------------------------------------------------- R. Douglas Wright, Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) /s/ JOEL P. WYLER* Date: March 4, 2002 -------------------------------------------------------- Joel P. Wyler, Director /s/ JOHN H. WEBER Date: March 4, 2002 -------------------------------------------------------- John H. Weber, Director *By /s/ DAVID G. KRALL ---------------------------------------------------- David G. Krall Attorney-in-Fact
89 EXHIBIT INDEX
EXHIBIT NUMBER ------- 2.1 -- Third Amended Plan of Reorganization of Eagle-Picher Industries, Inc. ("EPI")* 2.2 -- Exhibits to Third Amended Plan of Reorganization of EPI* 3.1 -- Articles of Incorporation of EPI, as amended* 3.2 -- Regulations of EPI* 3.3 -- Amended and Restated Certificate of Incorporation of Eagle-Picher Holdings, Inc. (the "Company")* 3.4 -- Bylaws of the Company* 3.5 -- Articles of Incorporation of Daisy Parts, Inc.* 3.6 -- Bylaws of Daisy Parts, Inc.* 3.7 -- Certificate of Incorporation of Eagle-Picher Development Company, Inc.* 3.8 -- Bylaws of Eagle-Picher Development Company, Inc.* 3.9 -- Certificate of Incorporation of Eagle-Picher Far East, Inc.* 3.10 -- Bylaws of Eagle-Picher Far East, Inc.* 3.11 -- Articles of Incorporation of Eagle-Picher Fluid Systems, Inc.* 3.12 -- Bylaws of Eagle-Picher Fluid Systems, Inc.* 3.13 -- Articles of Incorporation of Eagle-Picher Minerals, Inc.* 3.14 -- Bylaws of Eagle-Picher Minerals, Inc.* 3.15 -- Certificate of Formation of Eagle-Picher Technologies, LLC* 3.16 -- Operating Agreement of Eagle-Picher Technologies, LLC* 3.16a -- Amended and Restated Limited Liability Company Agreement of Eagle-Picher Technologies, LLC* 3.17 -- Articles of Incorporation of Hillsdale Tool & Manufacturing Co.* 3.18 -- Bylaws of Hillsdale Tool & Manufacturing Co.* 3.19 -- Restated Articles of Incorporation of EPMR Corporation (f/k/a Michigan Automotive Research Corporation)* 3.20 -- Bylaws of EPMR Corporation (f/k/a Michigan Automotive Research Corporation)* 3.21 -- Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on August 31, 2001* 3.22 -- Amended and Restated Bylaws of Daisy Parts, Inc. as of November 16, 2001** 3.23 -- Amended and Restated Bylaws of Hillsdale Tool & Manufacturing Co. as of November 16, 2001** 3.24 -- Amendment to the Bylaws of Eagle-Picher Minerals, Inc. as of November 16, 2001** 4.1 -- Indenture, dated as of February 24, 1998, between E-P Acquisition, Inc., the Company as a Guarantor, the subsidiary guarantors (Daisy Parts, Inc., Eagle-Picher Development Company, Inc., Eagle-Picher Far East, Inc., Eagle-Picher Fluid Systems, Inc., Eagle-Picher Minerals, Inc., Eagle-Picher Technologies, LLC, Hillsdale Tool & Manufacturing Co., Michigan Automotive Research Corporation (together, the "Subsidiary Guarantors" or the "Domestic Subsidiaries"), and The Bank of New York as Trustee (the "Trustee")* 4.2 -- Cross Reference Table showing the location in the Indenture of the provisions of Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939* 4.3 -- First Supplemental Indenture dated as of February 24, 1998, between EPI and the Trustee* 4.4 -- Form of Global Note (attached as Exhibit A to the Indenture filed as Exhibit 4.1)* 4.5 -- Certified Copy of the certificate of Designations, Preferences and Rights of 11 3/4% Series A Cumulative Redeemable Exchangeable Preferred Stock and 11 3/4% Series B Cumulative Redeemable Exchangeable Preferred Stock of the Company* 4.6 -- Form of Certificate and Global Share of 11 3/4% Series A Cumulative Redeemable Exchangeable Preferred Stock and 11 3/4% Series B Cumulative Redeemable Exchangeable Preferred Stock (attached as Exhibit A to the Certificate of Designations filed as Exhibit 4.5)*
90
EXHIBIT NUMBER ------- 4.7 -- Form of Exchange Debentures Indenture relating to 11 3/4% Exchange Debentures due 2008 of Registrant* 4.8 -- Cross Reference Table showing the location in the Exchange Debentures Indenture of the provisions of Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939* 4.9 -- Form of 11 3/4% Exchange Debenture due 2008 (attached as Exhibit A to the Exchange Debentures Indenture filed as Exhibit 4.7)* 9.1 -- Voting Trust Agreement dated November 16, 1998, with owners of Class A (Voting) Common Stock of the Company* 10.1 -- Merger Agreement, dated as of December 23, 1997, among EPI, the Eagle-Picher Industries, Inc. Personal Injury Settlement Trust, the Company and E-P Acquisition, Inc.* 10.2 -- Amendment No. 1 to the Merger Agreement, dated as of February 23, 1998, among EPI, the Eagle-Picher Industries, Inc. Personal Injury Settlement Trust, the Company and E-P Acquisition, Inc.* 10.3 -- Supplemental Executive Retirement Plan of EPI* 10.4 -- Notes Purchase Agreement, dated February 19, 1998, among E-P Acquisition, Inc., EPI, the Company, SBC Warburg Dillon Read and ABN AMRO Incorporated* 10.5 -- Assumption Agreement for the Notes Purchase Agreement, dated as of February 24, 1998, between EPI and the Subsidiary Guarantors* 10.6 -- Registration Rights Agreement, dated as of February 24, 1998, between E-P Acquisition, Inc., SBC Warburg Dillon Read and ABN AMRO Incorporated* 10.7 -- Assumption Agreement for the Registration Rights Agreement, dated as of February 24, 1998, of EPI* 10.8 -- Credit Agreement, dated as of February 19, 1998, among E-P Acquisition, Inc. (merged with and into EPI), Various Lenders from time to time party thereto, ABN AMRO Bank N.V., as Agent (the "Agent"), PNC Bank, National Association, as Documentation Agent and DLJ Capital Funding, Inc., as Syndication Agent* 10.9 -- Assumption Agreement dated as of February 24, 1998, between EPI and the Agent* 10.10 -- Security Agreement, dated as of February 24, 1998, among EPI, the Agent and the Domestic Subsidiaries* 10.11 -- Holdings Pledge Agreement, dated as of February 24, 1998, between the Company and the Agent* 10.12 -- Borrower and Subsidiary Pledge Agreement, dated as of February 24, 1998, among EPI, Eagle-Picher Development Company, Eagle-Picher Minerals, Inc. and the Agent* 10.13 -- Holdings Guaranty Agreement, dated as of February 24, 1998, by the Company, accepted and agreed by the Agent* 10.14 -- Subsidiary Guaranty Agreement, dated as of February 24, 1998, by the Domestic Subsidiaries, accepted and agreed by the Agent* 10.15 -- Trademark Collateral Agreement, dated February 24, 1998, between EPI and the Agent* 10.16 -- Patent Collateral Agreement, dated February 24, 1998, between EPI and the Agent* 10.17 -- Copyright Collateral Agreement, dated February 24, 1998, between EPI and the Agent* 10.18 -- Subordination Agreement, dated as of February 24, 1998, among E-P Acquisition, Inc., EPI and the Domestic Subsidiaries* 10.19 -- Management Agreement dated as of February 24, 1998, between EPI and Granaria Holdings B.V.* 10.20 -- Eagle-Picher Management Trust made February 17, 1998, among Granaria Industries B.V. and Thomas E. Petry, Andries Ruijssenaars and Joel Wyler as trustees (the "E-P Management Trust")* 10.21 -- Incentive Stock Plan of EPI, effective as of February 25, 1998* 10.22 -- Employment Agreements dated November 29, 1996, between EPI and each Named Executive Officer as defined in EPI's Form S-4 filed in 1998, as amended (Messrs. Petry, Ruijssenaars, Hall, Wickens, Curless and Ralston)*
91
EXHIBIT NUMBER ------- 10.23 -- Amendments dated August 5, 1997 to Employment Agreements between EPI and each Named Executive Officer as defined in EPI's Form S-4* 10.24 -- Sales Incentive Program of EPI* 10.25 -- Letter Agreements dated August 5, 1997, between EPI and each Named Executive Officer as defined in EPI's Form S-4 regarding Short Term Sale Program* 10.26 -- Letter Agreement dated September 12, 1997, between EPI and Carroll D. Curless regarding Sale Incentive Bonus* 10.27 -- Letter Agreements dated February 18, 1998, between EPI and each Named Executive Officer as defined in EPI's Form S-4 regarding Short Term Sale Program* 10.28 -- Side Letter, dated February 23, 1998, regarding Amendments to the Short Term Sale Program* 10.29 -- Preferred Stock Purchase Agreement, dated February 19, 1998, between the Company and the initial purchasers* 10.30 -- Preferred Stock Registration Rights Agreement, dated as of February 24, 1998, between the Company and the initial purchasers* 10.31 -- Transfer Agency Agreement, dated as of February 24, 1998, between the Company and The Bank of New York, as Transfer Agent* 10.32 -- The Company Incentive Stock Plan for Outside Directors effective January 1, 1999* 10.33 -- Amended and Restated Incentive Stock Plan of EPI* 10.34 -- Second Amended and Restated Incentive Stock Plan of EPI* 10.35 -- Shareholders Agreement dated October 15, 1998, among Granaria Holdings B.V., Granaria Industries B.V., the Company, EPI* 10.36 -- Voting Trust Agreement dated as of November 16, 1998, by and among certain shareholders of the Company and Granaria Holdings B.V.* 10.37 -- Stock Purchase Agreement dated April 8, 1999, between Hillsdale Tool & Manufacturing Co., Charterhouse Automotive Group Inc. and the Shareholders of Charterhouse Automotive Group, Inc.* 10.38 -- Shareholders Agreement dated April 12, 1999, among Granaria Holdings B.V., the Company, EPI, and certain shareholders of the Company* 10.39 -- Voting Trust Agreement dated April 13, 1999, between certain shareholders of the Company and Granaria Holdings B.V. as voting trustee* 10.40 -- Amendment to Credit Agreement and Consent, dated as of May 18, 1999, among EPI, the lenders party thereto, ABN AMRO Bank N.V., as Agent, PNC Bank, National Association, as Documentation Agent, and NBD Bank, N.A., as Syndication Agent* 10.41 -- Receivables Loan Agreement dated as of May 18, 1999, among Eagle-Picher Acceptance Corporation, EPI, ABN AMRO Bank N.V., the Lender Agents, the Related Bank Lenders, Amsterdam Funding Corporation and the Other Conduit Lenders* 10.42 -- Receivables Purchase Agreement dated as of May 18, 1999, between EPI and Eagle-Picher Acceptance Corporation* 10.43 -- Receivables Purchase Agreement dated as of May 18, 1999, between Carpenter Enterprises Limited and Eagle-Picher Acceptance Corporation* 10.44 -- Receivables Purchase Agreement dated as of May 18, 1999, between Daisy Parts, Inc. and Eagle-Picher Acceptance Corporation* 10.45 -- Receivables Purchase Agreement dated as of May 18, 1999, between Eagle-Picher Development Company and Eagle-Picher Acceptance Corporation* 10.46 -- Receivables Purchase Agreement dated as of May 18, 1999, between Eagle-Picher Fluid Systems, Inc. and Eagle-Picher Acceptance Corporation* 10.47 -- Receivables Purchase Agreement dated as of May 18, 1999, between Eagle-Picher Minerals, Inc. and Eagle-Picher Acceptance Corporation* 10.48 -- Receivables Purchase Agreement dated as of May 18, 1999, between Eagle-Picher Technologies, LLC and Eagle-Picher Acceptance Corporation* 10.49 -- Receivables Purchase Agreement dated as of May 18, 1999, between Hillsdale Tool & Manufacturing Co. and Eagle-Picher Acceptance Corporation*
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EXHIBIT NUMBER ------- 10.50 -- Receivables Purchase Agreement dated as of May 18, 1999, between Michigan Automotive Research Corporation and Eagle-Picher Acceptance Corporation* 10.51 -- Share Appreciation Plan of EPI* 10.52 -- Amendment to Credit Agreement and Consent dated as of August 1, 2000, among EPI, the lenders party thereto, ABN AMRO Bank N.V. as Agent, PNC Bank, National Association as Documentation Agent, and Bank One, Indiana, N.A. as Syndication Agent.* 10.53 -- Resignation, Release and Severance Pay Agreement dated May 31, 2000 between EPI and Wayne R. Wickens* 10.54 -- Executive Employment Agreement dated November 7, 2000 between EPI and Andries Ruijssenaars* 10.55 -- Supplemental Executive Retirement Plan (as amended and restated effective March 27, 2001).* 10.56 -- Fourth Amendment to Credit Agreement and Consent dated as of May 31, 2001, among the Company, the lenders party hereto, ABN AMRO Bank N.V., as Agent, PNC Bank, National Association, as Documentation Agent and NBD Bank, N.A., as Syndication Agent.* 10.57 -- Fifth Amendment to Receivables Loan Agreement dated as of June 29, 2001 among the Company, EPAC, Amsterdam Funding Corporation, as a Conduit Lender and as the administrative agent for the Lenders, ABN AMRO Bank N.V., as the Amsterdam Lender Agent, Market Street Funding Corporation, as a Conduit Lender, PNC Bank, National Association, as the Market Lender Agent and the Related Bank Lenders party hereto.* 10.58 -- Resignation Agreement effective July 6, 2001 between EPI and Michael E. Aslanian.* 10.59 -- Executive Employment Agreement effective July 15, 2001 between EPI and John H. Weber.* 10.60 -- Separation Agreement effective November 1, 2001 between EPI and Philip F. Schultz** 10.61 -- Supplemental Indenture among EPI, the Guarantors (Daisy Parts, Inc., Eagle-Picher Development Company, Inc., Eagle-Picher Holdings, Inc., Eagle-Picher Far East, Inc., Eagle-Picher Minerals, Inc., Eagle-Picher Technologies, LLC, Hillsdale Tool & Manufacturing Co., EPMR Corporation and Carpenter Enterprises Limited) and The Bank of New York, as Trustee, dated December 14, 2001** 10.62 -- Receivables Sales Agreement dated January 8, 2002 by and among Eagle-Picher Funding Corporation and each of the "Originators" defined therein which include EPI, Carpenter Enterprises Limited, Daisy Parts, Inc., Eagle-Picher Minerals, Inc., Eagle-Picher Technologies, LLC, and Hillsdale Tool & Manufacturing Co.** 10.63 -- Receivables Sales and Servicing Agreement dated January 8, 2002 by and among Eagle-Picher Funding Corporation, Redwood Receivables Corporation, Eagle-Picher Industries, Inc. and General Electric Capital Corporation** 10.64 -- Annex X to Receivables Sales Agreement at Exhibit 10.62 and to Receivables Purchase and Servicing Agreement at Exhibit 10.63 -- "Definitions and Interpretations"** 12.1 -- Ratio of Earnings to Fixed Charges and Preferred Stock Dividends** 21.1 -- Subsidiaries of EPI** 24(a),(b) -- Powers of Attorney**
--------------- * Incorporated by reference. See Item 14 above. ** Previously filed. 93