-----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, DjgmdZ15t5i/4QE32QMZ+jHcF7gL5CbSiFXKhNpX6XukH4ZfoImJ8hE0aNehTAfW k5R2o8sMnqGDbH0I+/cH8A== 0000075644-96-000002.txt : 19960405 0000075644-96-000002.hdr.sgml : 19960405 ACCESSION NUMBER: 0000075644-96-000002 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960322 FILED AS OF DATE: 19960322 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZEMEX CORP CENTRAL INDEX KEY: 0000075644 STANDARD INDUSTRIAL CLASSIFICATION: 1400 IRS NUMBER: 135496920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00228 FILM NUMBER: 96537635 BUSINESS ADDRESS: STREET 1: BCE PLACE STREET 2: 161 BAY STREET STE 3750 CITY: TORONTO ONTARIO M5J STATE: A6 BUSINESS PHONE: 4163658080 MAIL ADDRESS: STREET 1: CANADA TRUST TOWER STREET 2: BCE PLACE 161 BAY ST,# 3750 PO BOX 703 CITY: TORONTO ONTARIO FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC TIN CONSOLIDATED CORP DATE OF NAME CHANGE: 19860720 PRE 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-11(c) or 240.14a- 12 Zemex Corporation (Name of Registrant as Specified in its Charter) Zemex Corporation (Name of Person(s) Filing Proxy Statement) Payment of filing fee (check the appropriate box) $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3) Fee computed on table below per Exchange Act Rule 14a- 6(i)(4) and O-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 O-11: (4) Proposed maximum aggregate value of transaction: Check box if any part of the fee is offset as provided by Exchange Act Rule O-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 of Schedule and the date of its filing. (1) Amount previously paid: $125 (2) Form, Schedule or Registration Statement No.: Preliminary Proxy Statement (3) Filing Party: Zemex Corporation (4) Date Filed: March 20, 1996 Notes: N/A EX-1 2 2 - - ZEMEX CORPORATION Canada Trust Tower, BCE Place 161 Bay Street, Suite 3750 P.O. Box 703 Toronto, Ontario Canada M5J 2S1 PROXY STATEMENT This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of Zemex Corporation (the "Corporation" or "Zemex"), a Delaware corporation, to be voted at the Annual Meeting of Shareholders to be held at 11:00 a.m. on May 13, 1996 in Room C, 11th Floor, Chemical Bank, 270 Park Avenue, New York, New York, 10017 and at any adjournment thereof. This Proxy Statement and the accompanying Notice of Meeting and Form of Proxy are being mailed to the Corporation's shareholders commencing on or about March 22, 1996. The 1995 Annual Report to the Corporation's shareholders, which includes financial statements, is also being mailed on or about March 22, 1996 to each shareholder of record as of the close of business on March 8, 1996. Such Annual Report, however, is not to be deemed to be part of this proxy solicitation material. The executive offices of the Corporation are located at Canada Trust Tower, BCE Place, 161 Bay Street, Suite 3750, P.O. Box 703, Toronto, Ontario, Canada, M5J 2S1. The Corporation's telephone number is (416) 365-8080 and its fax number is (416) 365-8094. The Board has fixed the close of business on March 8, 1996 as the record date for the determination of shareholders of the Corporation entitled to vote at the Annual Meeting. As of the record date, the Corporation had approximately 8,230,275 common shares, par value $1.00 per share (the "Common Shares"), issued and outstanding. Each Common Share is entitled to one vote. A majority of the Common Shares outstanding and entitled to vote must be present at the Annual Meeting in person or by proxy in order to constitute a quorum for the transaction of business. Under Delaware law, abstentions are treated as present and entitled to vote, and therefore will be counted in determining the existence of a quorum and will have the effect of a vote against any matter requiring the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting. Broker "non-votes" are considered present but not entitled to vote, and thus will be counted in determining the existence of a quorum but will not be counted in determining approval of any matter requiring the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting. There are no dissenters' rights available with respect to any matter to be considered at the Annual Meeting. Any shareholder giving a proxy in the accompanying form of proxy has the right to revoke it at any time prior to the voting thereof. The expense of solicitation of proxies will be borne by the Corporation. Following the mailing of the proxy material, solicitation of proxies may be made by mail, telephone, telegram or personal interview by some of the regular employees of the Corporation or its subsidiaries, who will receive no additional compensation for their services. The Corporation has also retained Kissel-Blake Inc. to solicit proxies personally or by mail, telephone or telegraph from brokerage houses, custodians, fiduciaries and nominees for a fee of $4,500 plus expenses. In addition, the Corporation will reimburse brokers and other nominees for their expenses in forwarding soliciting material to beneficial owners. ELECTION OF DIRECTORS A board of nine directors is to be elected at the Annual Meeting of Shareholders. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Corporation's nine nominees named below, all of whom are presently directors of the Corporation. If any nominee of the Corporation is unable or declines to serve as a director at the time of the Annual Meeting of Shareholders, the proxies will be voted for the nominee designated by the present Board to fill the vacancy. It is not expected that any nominee will be unable or will decline to serve as a director. The term of office of each person elected as a director will continue until the next Annual Meeting of Shareholders or until a successor has been elected and qualified. Opposite the name of each nominee for election as a director is (i) his age; (ii) his position with the Corporation, his principal occupation and his business experience during the past five years; and (iii) the year in which he first became a director of the Corporation. All information is as of March 8, 1996. PROPOSAL I NOMINEES FOR ELECTION AS A DIRECTOR Position with the Corporation; Direc Name Ag Principal Occupation tor e and Business Experience During Past Since Five Years Paul A. Carroll 54 Chairman of the Executive 1991 Compensation/Stock Option/Pension Committee; Partner, Smith Lyons (Toronto law firm) since 1973; Chairman, World Wide Minerals Ltd.; Chairman, Juno Limited; Director, Dundee Bancorp Inc. Morton A. Cohen 60 Chairman, President and Chief 1991 Executive Officer, Clarion Capital Corporation since 1982; Chairman, Cohesant Technologies Inc.; Director, Monitek Technologies Inc.; Director, Gothic Energy Corporation John M. Donovan 68 Member of the Audit Committee and 1991 Executive Compensation/ Stock Option/Pension Committee; Independent Consultant since July 1990; President and Chief Executive Officer, Avalon Corporation from January 1990 to July 1990 Thomas B. 64 Member of the Audit Committee and the 1989 Evans, Jr. Nominating Committee; Vice Chairman, The Jefferson Group Inc. since December 1995; President, The Evans Group Ltd. since January 1989; Director, Juno Limited Ned Goodman 58 Chairman, President and Chief 1991 Executive Officer, Dundee Bancorp Inc. (a financial services company) and its predecessor, Goodman & Company Ltd., since January 1987; Chairman, Dynamic Fund Canada Ltd.; Director, BGR Precious Metals Inc.; Director, Kinross Gold Corporation; Director, Knights Gold Mining Co. Limited; Director, Breakwater Resources Ltd. Peter Lawson- 69 Chairman of the Board of Directors, 1960 Johnston Member of the Executive Compensation/Stock Option/Pension Committee, Member of the Executive Committee and Chairman of the Nominating Committee; Chairman and Trustee, Solomon R. Guggenheim Foundation; Chairman of the Board, The Harry Frank Guggenheim Foundation; Senior Partner, Guggenheim Brothers; Director, McGraw-Hill, Inc.; President and Director, Elgerbar Corporation; Director, National Review, Inc.; Limited Partner Emeritus, Alex Brown & Sons, Inc.; Director, UBS Private Investor Funds, Inc. Richard L. 57 President and Chief Executive Officer 1991 Lister of the Corporation since May 1993; Chairman of the Executive Committee and Member of the Nominating Committee; Vice Chairman of the Board of Directors from 1991 to May 1993; Director, Dundee Bancorp Inc.; Vice Chairman, Dundee Bancorp Inc. from 1991 to 1993; Chairman, Campbell Resources Inc. from 1988 to 1991 Patrick H. 80 Chairman of the Audit Committee; 1975 O'Neill Independent Mining Consultant since 1982; Director, American Geographical Society, New York; Director, Ireland U.S. Council for Commerce and Industry William J. 66 Member of the Executive Committee; 1989 vanden Heuvel Counsel, Stroock, Stroock & Lavan (attorneys at law, New York) since 1984; Senior Advisor, Allen & Company, Inc. (investment bankers) since 1984; Chairman of the Board, IRC Group, Inc. (consulting firm), Washington, D.C.); President, Franklin and Eleanor Roosevelt Institute; Co- Chairman, Council of American Ambassadors; Chairman of the Board, Governors of the United Nations Association; Director, Winston Communications Inc. Vote Required for Election of Directors Directors will be elected at the Annual Meeting by a plurality of the votes cast at the meeting by the holders of shares represented in person or by proxy. Votes may be cast for, or withheld from, each nominee. The Board recommends a vote "FOR" the election of each of the foregoing persons. REPORTS REQUIRED BY SECTION 16(a) Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's directors and executive officers, and persons who own more than ten percent (10%) of the Corporation's Common Shares, to file with the Securities and Commission and any exchange on which the Corporation's Common Shares are traded reports of ownership and changes in ownership of the Corporation's Common Shares. Based solely on its review of the copies of Forms 3, 4 and 5 received by the Corporation, or written representations from certain reporting persons that no Form 5's were required for such persons, the Corporation believes that, during the fiscal year ended December 31, 1995, all Section 16(a) filing requirements applicable to its officers, directors and 10% shareholders were complied with. BOARD MEETINGS AND COMMITTEES The Corporation maintains standing Executive, Executive Compensation/Stock Option/Pension, Audit and Nominating Committees. The Executive Committee, whose members include Peter Lawson- Johnston, William J. vanden Heuvel and Richard L. Lister, did not formally meet during 1995. The purpose of the Committee is to act on behalf of the Board and to authorize and approve capital expenditures in excess of $50,000, with such approvals to be ratified by the Board at the next regular scheduled meeting. The Executive Compensation/Stock Option/Pension Committee, whose members include Paul A. Carroll, Peter Lawson-Johnston and John M. Donovan, met once during 1995. The functions performed by the Executive Compensation/Stock Option/Pension Committee include: (i) the review of the contribution of the executive officers, and any employee with a salary in excess of $100,000, to the success of the Corporation; (ii) the establishment of appropriate levels of compensation for such officers and employees, including any incentive compensation to be awarded; (iii) the review of employee benefit programs; (iv) the review of proposed compensation plans applicable to the Corporation's officers and employees; and (v) the administration of the Corporation's stock option plans. The Audit Committee met four times during 1995. Its members include Patrick H. O'Neill, Thomas B. Evans, Jr., and John M. Donovan. The Audit Committee reviews the financial reporting process of the Corporation on behalf of the Board. In fulfilling its responsibility, the Audit Committee recommended to the Board, subject to shareholder approval, the selection of Deloitte & Touche as the Corporation's independent auditors. During 1995, the Audit Committee met with the Corporation's management and with representatives of Deloitte & Touche without the Corporation's management being present. The Nominating Committee met one time in 1995. Its members include Peter Lawson-Johnston, Thomas B. Evans, Jr. and Richard L. Lister. The Nominating Committee advises the Board on prospective nominees for election to the Board. It considers possible director nominees recommended by shareholders, who may submit their recommendations by writing to the committee at the Corporation's principal executive office. The Board met nine times during 1995. No director attended fewer than 50% of the meetings of the Board and its committees held during the period in 1995 except for one. Outside directors received $8,000 annually plus $600 for each meeting of the Board or any of its committees attended through December 31, 1995. Executives who are directors receive no compensation as directors. PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth, as of March 8, 1996, information concerning the Common Shares beneficially owned by each person who, to the knowledge of the Corporation, is the holder of 5% or more of the Common Shares of the Corporation, each director, and each Named Officer (as defined under "Executive Compensation") who was an executive officer as of that date, and all executive officers and directors of the Corporation as a group. Except as otherwise noted, each beneficial owner has sole investment and voting power with respect to the listed shares. Shares Percentage Name of Beneficial Owner(2)(3)Beneficially Owned(1)Beneficially O wned Dundee Bancorp International Inc.2,784,734 33.8% Scotia Plaza, 55th Floor 40 King Street West Toronto, Ontario Canada M5H 4A9 Paul A. Carroll 32,702 (4)(5) * Morton A. Cohen 327,530 (4)(5)(6) 4.0% John M. Donovan 32,702 (4)(5) * Thomas B. Evans, Jr. 40,323 (4)(5) * Ned Goodman 2,817,436 (4)(5)(7) 34.1% Scotia Plaza, 55th Floor 40 King Street West Toronto, Ontario Canada M5H 4A9 Peter Lawson-Johnston 95,322 (4)(5)(8) 1.1% Richard L. Lister 626,006 (5)(9)(10)(12) 7.4% Canada Trust Tower, BCE Place 161 Bay Street, Suite 3750 Toronto, Ontario Canada M5J 2S1 Patrick H. O'Neill 37,273 (4)(5) * William J. vanden Heuvel 38,692 (4)(5) * Allen J. Palmiere 72,702 (5)(10) * Peter J. Goodwin 34,566 (10)(12) * Terrance J. Hogan 35,377 (10)(11) * G. Russell Lewis 10,000 (10) * All Directors and Named Officers4,200,631 (4)(5)(6)(7)(8)(9)(10)(11)(12) 48.1% as a group (13 persons) __________________ * Denotes less than 1% of Common Shares outstanding (1) Computed in accordance with Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, as amended. (2) Gilder, Gagnon, Howe & Co. has filed a Schedule 13G with the Securities and Exchange Commission indicating that it could be deemed to be a beneficial owner of 584,879 Common Shares. However, Gilder, Gagnon, Howe & Co. disclaims any beneficial ownership of the Common Shares because they were purchased for customer accounts. (3) Zesiger Capital Group LLC has filed a Schedule 13G with the Securities and Exchange Commission indicating that it could be deemed to be a beneficial owner of 504,166 Common Shares. However, Zesiger Capital Group LLC disclaims any beneficial ownership of the Common Shares because they were purchased for customer accounts. (4) These directors were each granted options for 10,000 Common Shares at $5.00 per share exercisable in two installments of 5,000 Common Shares each beginning on September 17, 1992 and September 17, 1993, respectively, and extend for a period of five years from the date the options first become exercisable. On May 26, 1993, these directors were each granted options for an additional 15,000 Common Shares at $5.50 per share exercisable in two installments of 7,500 Common Shares each beginning on May 26, 1994 and May 26, 1995, respectively. These options expire on May 26, 1999. In addition, these directors were each granted options for an additional 5,000 Common Shares at $9.125 per share exercisable in two installments of 2,500 Common Shares each beginning on February 8, 1996 and February 8, 1997, respectively, and extending for a period ending on February 8, 2001. Shares shown in the table include the 27,500 currently exercisable options. (5) Each of these directors and members of management purchased 5,000 Common Shares from G.E. Wood, former President and Chief Executive Officer, as part of an assignment of the Corporation's settlement agreement with Mr. Wood dated August 10, 1993. (6) Includes 20,455 Common Shares owned by Clarion Partners Limited Partnership and 271,428 Common Shares owned by Clarion Capital Corporation, both of which Mr. Cohen may be deemed to be the beneficial owner. (7) Includes 2,784,734 Common Shares owned by Dundee Bancorp International Inc., a wholly-owned subsidiary of Dundee Bancorp Inc., of which Mr. Goodman is Chairman of the Board and over which he may be deemed to have voting and investment power. (8) Includes 17,653 Common Shares beneficially owned by Elgerbar Corporation. Mr. Lawson-Johnston is President and a director of Elgerbar Corporation and has shared voting and investment power with respect to the Common Shares held by it. (9) In 1993, Richard L. Lister, President and Chief Executive Officer of the Corporation, acquired 357,000 Common Shares under the Corporation's Key Executive Stock Purchase Plan for an aggregate purchase price of $1,749,300 ($4.90 per share). The Corporation loaned Mr. Lister the full amount of the purchase price. This loan is non- interest bearing, matures in five years, and is evidenced by a promissory note secured by a pledge of the Common Shares. If Mr. Lister leaves the employ of the Corporation at any time prior to full payment of the loan, the principal amount will be due in full 30 days after the date his employment terminates. Any balance remaining unpaid on the loan after it is due will bear interest at the prime rate plus 1.0%. So long as the loan is outstanding, Mr. Lister is required to vote the 357,000 Common Shares in a manner consistent with the recommendation of the Board. (10) Includes Common Shares issuable upon exe rcise of vested options as follows: Mr. Lister, 170,000 Common Shares; Mr. Palmiere, 67,500 Common Shares; Mr. Goodwin, 25,000 Common Shares; Mr. Hogan, 5,000 Common Shares; Mr. Lewis, 10,000 Common Shares; and all Named Officers and directors as a group, 497,500 Common Shares. (11) As part of the Corporation's purchase of Alumitech, Inc., in May 1995 Mr. Hogan was issued 28,558 Common Shares and options for an additional 22,000 Common Shares at $9.75 per share exercisable in two installments of 11,000 Common Shares each beginning on May 12, 1996 and May 12, 1997, respectively, in exchange for his interest in Alumitech, Inc. The options expire on May 12, 2001. (12) Includes Common Shares issuable in accordance with the terms and conditions of the Corporation's employee stock purchase plan as follows: Mr. Lister, 5,311 Common Shares; and Mr. Goodwin, 1,991 Common Shares. REPORT OF THE EXECUTIVE COMPENSATION/ STOCK OPTION/PENSION COMMITTEE The Corporation applies a consistent philosophy to compensation for all employees, including senior management. This philosophy is based on the premise that the achievements of the Corporation result from the coordinated efforts of all individuals working toward common objectives. The Corporation strives to achieve those objectives through teamwork that is focused on meeting the expectations of customers and shareholders. COMPENSATION PHILOSOPHY The goals of the compensation program are to align compensation with business objectives and performance, and to enable the Corporation to attract, retain and reward executive officers who contribute to the long term success of the Corporation. The Corporation's compensation program for executive officers is based on the same five principles applicable to compensation decisions for all employees of the Corporation: 1. The Corporation pays competitively. The Corporation is committed to providing a pay program that helps attract and retain the best people in the industry. To ensure that pay is competitive, the Corporation regularly compares its pay practices with those of other leading companies and sets its pay parameters based on this review. 2. The Corporation pays for relative sustained performance. Executive officers are rewarded based upon corporate performance, business unit performance and individual performance. Corporate performance and business unit performance are evaluated by reviewing the extent to which strategic and business plan goals are met, including such factors as operating profit, performance relative to competitors and timely new product introductions. Individual performance is evaluated by reviewing organizational and management development progress against set objectives and the degree to which teamwork and Corporation values are fostered. 3. The Corporation strives for fairness in the administration of pay. 4. The Corporation strives to achieve a balance of the compensation paid to a particular individual and the compensation paid to other executives both inside the Corporation and at comparable companies. 5. The Corporation believes that employees should understand how the performance evaluation and pay administration process works. The process of assessing performance is as follows: At the beginning of the performance cycle, the evaluating manager sets objectives and key goals. The evaluating manager gives the employee ongoing feedback on performance. At the end of the performance cycle, the manager evaluates the accomplishments of objectives/key goals. The manager compares the results to the results of peers within the operating unit. The evaluating manager communicates the comparative results to the employee. The comparative result affects decisions on salary and stock options. COMPENSATION VEHICLES The Corporation has had a history of using a simple total compensation program that consists of cash and, since 1990, equity-based compensation. Having a compensation program that allows the Corporation to successfully attract and retain key employees, permits it to provide useful products and services to customers, enhance shareholder value, motivate technological innovation, foster teamwork, and adequately reward employees. The vehicles are: Cash-Based Compensation Salary: The Corporation sets base salary for employees by reviewing the aggregate of base salary and annual bonus for competitive positions in the market. Equity-Based Compensation Stock Option Program: The purpose of this program is to provide additional incentives to employees to work to maximize shareholder value. The option program also utilizes vesting periods to encourage key employees to continue in the employ of the Corporation. Bonus Program The Corporation maintains a bonus program for certain key employees. The plan is specifically designed to grant greater compensation to those key employees to recognize their performance in the plan year. Executive Compensation/ Stock Option/Pension Committee PAUL A. CARROLL JOHN M. DONOVAN PETER LAWSON-JOHNSTON EXECUTIVE COMPENSATION The following table sets forth the annual and long-term compensation, attributable to all service in the fiscal years 1995, 1994 and 1993, paid to those persons who were at the end of the 1995 fiscal year (i) the chief executive officer; and (ii) the other five most highly paid executive officers of the Corporation (collectively, the "Named Officers"): Summary Compensation Table Annual Securiti Name and Compensat es All Other Principal Position Year ion Bonus Underlyi Compensati Salary ng on (2) Options (1) Richard L. Lister 1995 $265,911 $75,0 100,000 $37,225 President and 1994 $265,322 00 _ $10,177 Chief Executive 1993 $203,531 $0 120,000 $6,053 Officer $0 Allen J. Palmiere 1995 $119,629 $24,0 15,000 $6,364 Vice President, 1994 $113,428 00 _ $5,479 Chief Financial $45,3 Officer and 71 Assistant Secretary Peter J. Goodwin 1995 $132,667 $17,5 25,000 $15,120 President, 00 Industrial Minerals Terrance J. Hogan 1995 $120,192 $36,0 32,000 $3,395 President and 00 Chief Operating Officer, Alumitech, Inc. G. Russell Lewis 1995 $138,866 $4,00 10,000 $6,829 President, Metal 1994 $133,743 0 _ $8,403 Powders 1993 $118,537 $40,0 5,000 $6,070 00 $0 Robert W. 1995 $120,900 $24,0 5,000 $5,901 Morris(3) 1994 $108,012 00 _ $2,044 Former $21,0 Secretary, Zemex 00 Former President, Feldspar _________________ (1) On February 8, 1995, Mr. Lister, Mr. Palmiere, Mr. Goodwin, Mr. Hogan, Mr. Lewis and Mr. Morris were granted options of 100,000, 15,000, 25,000, 10,000, 10,000 and 5,000, respectively, at an exercise price of $9.125 under the 1995 Stock Option Plan. On May 12, 1995, Mr. Hogan was issued options for 22,000 Common Shares at $9.75 per share exercisable in two installments of 11,000 Common Shares each beginning on May 12, 1996 and May 12, 1997, respectively, in exchange for his interest in Alumitech, Inc. (see Note 11 Principal Shareholders and Security Ownership of Management). On May 26, 1993, Mr. Lister, Mr. Lewis and Mr. Morris were granted options of 120,000, 5,000 and 5,000, respectively, at an exercise price of $5.50 under the 1993 Stock Option Plan. On November 8, 1993, Mr. Palmiere was granted options for 60,000 Common Shares at $7.125 per share. On July 14, 1994, Mr. Goodwin was granted options for 25,000 Common Shares at $11.50 per share under the 1993 Stock Option Plan. (2) Constitutes premiums for term life insurance exceeding amounts eligible to most employees, automobile benefits, and employer matched contributions to a group registered retirement plan and an employee stock purchase plan. In 1995, the Corporation adopted an employee stock purchase plan whereby employees may elect to invest up to 10% of their earnings and the Corporation matches funding for the purchase of the Corporation's Common Shares. Common Shares purchased under this plan are held for a one-year vesting period. Amounts shown for Mr. Lister, Mr. Goodwin and Mr. Morris include $25,200, $9,450 and $1,200, respectively, as a benefit derived from participation in the plan. Amounts shown for Mr. Lister do not include imputed interest of $130,585, $131,037 and $66,998 in 1995, 1994 and 1993, respectively, on a loan Mr. Lister received under the Corporation's Key Executive Stock Purchase Plan. The Corporation does not reimburse Mr. Lister for any tax consequences arising from this loan. (See Note 9 Principal Shareholders and Security Ownership of Management.) (3) Mr. Morris left the Corporation in March 1996. Under an employment agreement dated February 5, 1991, Mr. Morris is entitled to an amount equal to two times his annual base salary of $124,900 plus certain other severance benefits. The terms and amount of the final settlement have yet to be determined. OPTION GRANTS TABLE The following table shows grants of stock options and fiscal year- end values for stock options issued in the last fiscal year to the Named Officers under the Corporation's Stock Option Plans. Potential Percentag Realizable Number e Value At of of Total Exerci Assumed Securiti Options se Annual Rates of es Granted Or Expiry Stock Named Underlyi To Base Date Price Officers ng Employees Pr Appreciation Options In ice(2) For Option Granted Fiscal Terms Year (1) 5% 10% Richard L. 100,000 29.3% $9.125 Feb. 8, $252,10 $557,09 Lister 15,000 4.4% $9.125 2001 7 0 Allen J. 25,000 7.3% $9.125 Feb. 8, $37,816 $83,564 Palmiere 10,000 2.9% $9.125 2001 $126,05 $278,54 Peter J. 22,000 6.4% $9.75 Feb. 8, 3 5 Goodwin 10,000 2.9% $9.125 2001 $25,211 $55,709 Terrance J. 5,000 1.5% $9.125 Feb. 8, $59,262 $130,95 Hogan 2001 $25,211 4 May 12, $12,605 $55,709 G. Russell 2001 $27,855 Lewis Feb. 8, Robert W. 2001 Morris Feb. 8, 2001 _________________ (1) Fifty percent of the total number of shares subject to options granted to a Named Officer shall become exercisable on the first anniversary of the date of grant and fifty percent on the second anniversary of the date of grant. (2) The purchase price for each underlying Common Share subject to option shall be the fair market value of the Common Shares on the date the option is granted, defined as the closing price of the Common Shares on the New York Stock Exchange on the date of grant or, if no trade occurs on such date, on the day next preceding such date on which the Common Shares were traded. OPTION EXERCISE AND YEAR-END VALUES TABLE The following table sets forth information concerning the exercise of stock options and unexercised stock options held at December 31, 1995 by the Named Officers. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values Value of Unexercised Number of Unexercised In-The-Money Options Options at Year-Endat Year End Name Exercisable/Unexercisable Exercisable/Unexercisable Richard L. Lister 120,000/100,000 $540,000/$87,500 Allen J. Palmiere 60,000/15,000 $172,500/$13,125 Peter J. Goodwin 12,500/37,500 $0/$10,938 Terrance J. Hogan 0/32,000 $0/$14,250 G. Russell Lewis 21,000/10,000 $102,500/$8,750 Robert W. Morris 13,000/5,000 $62,500/$4,375 PENSION PLAN Pursuant to the Corporation's pension plan, employees are entitled to pension benefits after five years of service with the Corporation. The amount of such benefits depends upon salary and length of service as shown in the table below. The service factor is 1 1/2 per year. There is a Social Security offset. As of January 1, 1996, the number of credited years of service and the compensation covered by the pension plan for the Named Officers of the Corporation are: Richard L. Lister, 4.5 and $265,911; Peter J. Goodwin, 1.5 and $132,667; Terrance J. Hogan, 3.1 and $120,192; G. Russell Lewis, 27.4 and $138,866; and Robert W. Morris, 5.6 and $120,900. Average Final Compensation Credited Service as of Normal Retirement Date as of Normal Retirement Date 15 20 25 30 35 $ 50,000 $ 8,768 $11,691$14,614 $17,536$20,459 75,000 14,393 19,191 23,989 28,786 33,584 100,000 20,018 26,691 33,364 40,036 46,709 125,000 25,643 34,191 42,739 51,286 59,834 150,000 31,268 41,691 52,114 62,536 72,959 175,000 31,268 41,691 52,114 62,536 72,959 200,000 31,268 41,691 52,114 62,536 72,959 225,000 31,268 41,691 52,114 62,536 72,959 Note: All benefits shown were estimated using the 1996 Social Security Law and assume the employee terminates employment during 1995 on his Normal Retirement Date (age 65). The benefits shown are payable at Normal Retirement Date as a Five Year Certain and Life Annuity, the normal form for an unmarried participant. All amounts are annual. CERTAIN TRANSACTIONS In June 1994, the Corporation acquired its initial 39.53% investment in Alumitech, Inc. by investing $2 million to acquire treasury stock. In 1995, the Corporation increased its interest to 100% by issuing 722,352 shares of common stock with an ascribed value of $6,599,000. The shares were issued as to 266,106 to Dundee Bancorp International Inc., the Corporation's largest shareholder, and as to 266,106 to Clarion Capital Corporation, a company controlled by a director of the Corporation. Alumitech, an aluminum dross processor, has developed proprietary technology that enables it to have the ability to convert 100% of its dross feed into marketable products. PERFORMANCE GRAPH The following performance graph compares the performance of the Corporation's Common Shares to the Dow Jones Industrial Average and the Dow Jones Basic Materials Average Index over the past five-year period. The graph assumes that the value of the investment in the Corporation's Common Shares and each index was $100 at December 31, 1990 and that all dividends were reinvested. As a diversified producer of industrial minerals and metal products, many of the companies with which the Corporation competes are private and peer group comparative data is not available. 1990 1991 1992 1993 1994 1995 Zemex Total Return 100 88.90 143.3 182.4 235.4 275.6 5 5 8 1 Dow Jones Industrial 100 124.3 133.4 156.0 163.9 224.4 Average 3 4 5 1 7 Dow Jones Basic Materials 100 128.5 142.5 161.9 171.1 212.5 Average 1 5 8 5 9 PROPOSAL II AUDITORS The Board, upon the recommendation of the Audit Committee, has selected Deloitte & Touche as independent auditors of the accounts of the Corporation and its subsidiaries for the fiscal year ending December 31, 1996. A proposal will be presented at the Annual Meeting to ratify the appointment of Deloitte & Touche as the Corporation's independent auditors. Representatives of Deloitte & Touche will be present at the Annual Meeting and will be available to respond to questions and may make a statement if they so desire. Vote Required for Ratification of Auditors Approval of the appointment of auditors requires the affirmative vote of the majority of the holders of outstanding Common Shares entitled to cast votes at the meeting. The Board unanimously recommends that the shareholders vote "FOR" the ratification of the appointment of Deloitte & Touche as independent auditors for the fiscal year ending December 31, 1996. SHAREHOLDERS' PROPOSALS FOR 1997 ANNUAL MEETING In order to be considered for inclusion in the Corporation's proxy statement for the 1997 Annual Meeting of Shareholders, proposals from shareholders must be received by the Corporation on or before December 1, 1996. Such proposals should be addressed to the Corporate Secretary, Zemex Corporation, Canada Trust Tower, BCE Place, 161 Bay Street, Suite 3750, Toronto, Ontario, M5J 2S1. OTHER MATTERS Management is not aware of any other matters to be considered at the meeting other than as set forth in this statement. However, if any other matters properly come before the meeting, it is the intention of the persons named in the accompanying Form of Proxy in their discretion to vote the proxies in accordance with their judgment on such matters. March 8, 1996 EX-2 3 ZEMEX CORPORATION Canada Trust Tower, BCE Place 161 Bay Street, Suite 3750 P.O. Box 703 Toronto, Ontario Canada M5J 2S1 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS May 13, 1996 To the Shareholders: Notice is given that the Annual Meeting of Shareholders of Zemex Corporation will be held in Room C, 11th Floor, Chemical Bank, 270 Park Avenue, New York, New York, 10017, on Monday May 13, 1996 at 11:00 a.m. for the following purposes: (i) to elect nine directors for the ensuing year; (ii) to ratify the appointment of independent public auditors; and (iii) to transact such other business as may properly come before the meeting. The Board of Directors has fixed the close of business on March 8, 1996 as the record date for determining shareholders entitled to notice of, and to vote at, the meeting. Only shareholders of record at the close of business on that date are entitled to vote at the meeting. If you are unable to attend the meeting in person, please sign and date the enclosed proxy and return it promptly in the enclosed envelope, which requires no postage if mailed in the United States. Any person giving a proxy has the power to revoke it at any time prior to its exercise at the meeting. Even though you execute the proxy, you may still vote your stock in person at the meeting. It is important that your stock be represented regardless of the number of shares you may hold. We hope that you can attend the meeting. By Order of the Board of Directors, Patricia K. Moran Assistant Secretary-Treasurer March 8, 1996 EX-3 4 PROXY ZEMEX CORPORATION ANNUAL MEETING OF SHAREHOLDERS The undersigned, as record holder(s) of the shares listed below, hereby revokes any previous proxies and appoints Richard L. Lister and Allen J. Palmiere (or each of them, or their assignees) proxies for the undersigned, with full power of substitution, to represent the undersigned, to act for the undersigned in the same manner and with the same effect as if the undersigned were personally present and to vote all of the Common Shares which the undersigned is entitled to vote at the Annual Meeting of Shareholders of Zemex Corporation (the "Corporation") to be held on May 13, 1996 at 11:00 a.m., and any adjournment thereof, as follows: 1. Election of directors (nominees: Paul A. Carroll, Morton A. Cohen, John M. Donovan, Thomas B. Evans, Jr., Ned Goodman, Peter Lawson-Johnston, Richard L. Lister, Patrick H. O'Neill and William J. vanden Heuvel): ____ FOR the directors ____ WITHHOLD AUTHORITY to vote for directors 2. Proposal to ratify the appointment of Deloitte & Touche as independent public accountants for the Corporation for the fiscal year ending December 31, 1996. ____ FOR ____ AGAINST ____ ABSTAIN 3. To vote or otherwise represent the shares on any other business which may properly come before the Annual Meeting of Shareholders or any adjournments thereof, according to their decision and in their discretion. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS of the Corporation and will be voted as directed herein. If no direction is given, this proxy will be voted FOR all the proposals listed above in the manners described in the Proxy Statement. DATE: ______________________ _____________________________ SIGNATURE OF SHAREHOLDER _____________________________ SIGNATURE OF SHAREHOLDER PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON YOUR STOCK CERTIFICATES. A corporation is requested to sign its name by its president: administrators, trustees, etc., are requested to so indicate when signing. If stock is registered in two names, it is preferred that both sign. PLEASE RETURN YOUR PROXY IN THE ENVELOPE PROVIDED. -----END PRIVACY-ENHANCED MESSAGE-----