-----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, HIBjcTlaED4LkqwxodUaBSnv0esVPOdtIC7VKyJyIjGNugBDIvASL2ByUC4cDb8G UO2Xy1Z+c7D83nR6x1/Zlw== 0000932384-98-000134.txt : 19980521 0000932384-98-000134.hdr.sgml : 19980521 ACCESSION NUMBER: 0000932384-98-000134 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980520 ITEM INFORMATION: FILED AS OF DATE: 19980520 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZEMEX CORP CENTRAL INDEX KEY: 0000075644 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 135496920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00228 FILM NUMBER: 98629156 BUSINESS ADDRESS: STREET 1: CT TOWER, BCE PLACE STREET 2: 161 BAY ST, STE 3750 P O BOX 703 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 M5J STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC TIN CONSOLIDATED CORP DATE OF NAME CHANGE: 19860720 8-K 1 FORM 8-K [5-20-98] SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 1998 ZEMEX CORPORATION --------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-228 13-5496920 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employee of incorporation) File Number) Identification No.) Canada Trust Tower, BCE Place 161 Bay Street, Suite 3750 Toronto, Ontario, Canada M5J 2S1 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (416) 365-8080 -------------- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press release dated May 19, 1998 -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ZEMEX CORPORATION (Registrant) Date: May 20, 1998 By: /S/ALLEN J. PALMIERE ------------------------------------------- Name: Allen J. Palmiere Title: Vice President and Chief Financial Officer -3- EXHIBIT INDEX Exhibit No. Description - ------- ----------- 99.1 Press release dated May 19, 1998 -4- EX-99.1 2 EXHIBIT 99.1 - NEWS RELEASE EXHIBIT 99.1 ZEMEX CORPORATION NEWS RELEASE FOR IMMEDIATE RELEASE ZEMEX CORPORATION ANNOUNCES PROPOSED TAKE-OVER BID FOR INMET SHARES TORONTO, CANADA -- MAY 19, 1998 -- ZEMEX CORPORATION (NYSE:ZMX) announced today that it intends to make a take-over bid to purchase all of the issued and outstanding shares of Inmet Mining Corporation ("Inmet") (TSE:IMN) at a price of Cdn. $5.00 per share, representing a premium of approximately 15% over the price of Inmet's common shares on The Toronto Stock Exchange on Tuesday, May 19, 1998. The offer will be formalized and submitted upon the closing of the recently announced transaction of Inmet's interest in the Antamina property, which is scheduled to close on June 5, 1998. Zemex's offer will be subject to usual conditions, including receiving 90% of the issued and outstanding shares of Inmet. Zemex has received a financability letter from its commercial bankers supporting the proposed transaction. Zemex recently acquired approximately 4,000,000 common shares of Inmet, representing approximately 3.9% of the issued and outstanding shares of Inmet. Richard L. Lister, President and Chief Executive Officer of Zemex, stated "We have been reviewing the assets of Inmet for a period of time and believe that they could be of greater value than perceived in the marketplace today." Zemex is a diversified producer of industrial minerals, specialty products and metal powders and, through its Alumitech division, reprocesses aluminum drosses with patented zero discharge technology. Zemex currently operates eighteen facilities and several mine sites across the United States and Canada. Its products are used in a variety of commercial applications and are sold throughout North America and worldwide. Zemex, through its wholly-owned subsidiary, Zemex Industrial Minerals, is the largest North American supplier of feldspar and the dominant worldwide producer of phlogopite mica. In addition, it is also a significant producer of muscovite mica, talc, clay, barytes, and industrial sands; its products are primarily directed to the ceramic, plastic and coatings markets. Zemex, through its Pyron division, supplies a broad range of ferrous and non-ferrous metal powder products for the friction and powdered metallurgical industries. Through its Alumitech division, Zemex has created and patented an environmentally friendly process that converts aluminum waste by-products into commercially saleable industrial products. Alumitech is the industry leader in the development of alternative uses for aluminum dross and saltcake waste by-products. Zemex has retained Newcrest Capital Inc. of Toronto to act as its financial advisor and to form a soliciting dealer group to solicit acceptance of its bid. For further information, please contact: Richard L. Lister President and Chief Executive Officer (416) 365-5667 Allen J. Palmiere Vice President and Chief Financial Officer (416) 365-8091 This press release may contain "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward statements include statements regarding the intent, belief or current expectation of the Corporation and members of its senior management team, including, without limitation, expectations regarding post-transaction performance and opportunities. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by the Corporation. -2- -----END PRIVACY-ENHANCED MESSAGE-----