SECURITIES AND EXCHANGE
COMMISSION Washington,
D.C. 20549
FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTION 13 OR
15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
Commission file number 1-228
ZEMEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1031 13-5496920
(State of other (Primary standard (I.R.S.
employer jurisdiction of industrial
identification
incorporation or classification code number)
organization) number)
Canada Trust Tower, BCE Place, 161 Bay Street, Suite
3750 Toronto, Ontario, Canada M5J 2S1
(416) 365-8080
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive
offices)
Securities registered pursuant to Section 12(b) of the
Act
New York Stock Exchange
Capital Stock, $1.00 par value
Securities registered pursuant to Section 12(g) of the Act
National Association of Securities Dealers Automated
Quotation Warrants to Purchase Capital Stock
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 Exchange Act of 1934 during
the preceding twelve months (or for such shorter period
that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for
the past 90 days.
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.
The aggregate market value of registrant's voting
stock (Capital Stock, $1.00 par value) held by non-
affiliates as of March 9, 1995 (based on the closing sale
price of $10.625 on the New York Stock Exchange) was
$43,415,684.
As of March 9, 1995 there were 7,635,232 of the
registrant's Capital Stock, $1.00 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for the Year Ended December
31,
1994
Part II
Definitive Proxy Statement filed with the Commission
pursuant to Regulation 14A with respect to Annual Meeting
of Shareholders
Part III
FORM 10-K
ANNUAL REPORT
TABLE OF CONTENTS
AND
CROSS-REFERENCE SHEET
PART I
Page Item 1. Business
1
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security
Holders 6
Item 10. Executive Officers of the Registrant (A) 7
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters (B)
8
Item 6. Selected Financial Data (C) 8
Item 7. Management's Discussion and Analysis of
Financial Condition and
Results of Operation (D) 8
Item 8.
Financial Statements and Supplementary Data (E) 8
Item 9.
Changes in and Disagreements with Accountants on
Accounting and
Financial Disclosure 8
PART III
Item 10.
Directors of the Registrant (F) *
Item 11.
Executive Compensation(F) *
Item 12.
Security Ownership of Certain Beneficial Owners and
Management (F) *
Item 13.
Certain Relationships and Related Transactions (F) *
PART IV
Item 14.
Exhibits, Financial Statement Schedules, and Reports on
Form 8-K 9
(A) Included
in Part
I
pursuant to Instruction 3 of Item 401(b) of Regulation S-
K.
(B) Information responsive to this Item
is set forth on page 13 of
registrant's Annual Report to
Shareholders for the year ended
December 31, 1994 (the "Annual Report
to Shareholders") and is
incorporated herein by reference.
The Annual Report to Shareholders is
included as Exhibit 13 to this Form
10-K Annual Report. The
Annual Report to
Shareholders, except for those
portions thereof which are expressly
incorporated by reference herein, is
furnished for the information of the
Commission and is not to be deemed
"filed" as part of this Form 10-K
report.
(C) Information responsive to this
Item is set forth on page 32 of the
Annual Report to Shareholders
and is
incorporated herein by reference.
(D) Information responsive to this
Item is set forth on pages 6 through 13
of the Annual Report to Shareholders
and is
incorporated herein by reference.
(E) Financial statements responsive
to this Item are set forth on
pages 15 through 31 of the Annual
Report to
Shareholders and are incorporated
herein by reference. The Supplementary
Schedule required by this Item is set
forth on page S-1 of this Form 10-K
Annual Report.
(F) Information responsive to this
Item is set forth in registrant's
definitive proxy statement to be
filed with the Commission pursuant to
Regulation 14A and in the Annual
Report to Shareholders on Page 30
(Note 15) and is incorporated herein
by reference.
PART I
ITEM 1. BUSINESS
General
Zemex Corporation (the "Corporation" or "Zemex"), a
Delaware corporation, was incorporated in 1985 as the
successor to Pacific Tin Corporation. Zemex is a
diversified industrial minerals and specialty materials
company. Its principal businesses are industrial
minerals and metal powders, which are used by a wide
range of industries. Major products include feldspar,
feldspathic minerals, kaolin, sand, mica, talc and iron
powders.
Feldspar, feldspathic minerals and certain grades
of
industrial sand are used in the manufacture of
bottles, jars, and other glass containers, fiberglass,
paints and plastics, and television picture
tubes. Kaolin and
feldspathic minerals are major raw materials for the
ceramic industry, and are incorporated in a variety of
products that include floor and wall tiles, dinnerware,
plumbing fixtures, glazes and electrical insulators.
Industrial sand is also used for filter, trap, filler,
beach, blasting and concrete applications. Mica is used
in a variety of applications such as partial or
complete substitution for asbestos in fire retardation,
friction materials, oil well drilling needs, caulking
and molding compounds, coatings and plasters and plastics.
Talc is used in the ceramics industry and as a filler in
a number of markets.
Zemex produces iron, steel and copper powders with
major application in the manufacture of precision metal
components by the powder metallurgy process. The largest
market is the automotive industry. Other markets
include the farm, garden, lawn equipment, hardware,
home appliances, hobby and business machine industries.
Iron powder replacement of asbestos in automotive brakes
is a growing market.
Zemex mines phlogopite mica in an open pit mining
operation in Suzor Township, Quebec, Canada,
approximately 200 miles north of Montreal, Quebec. The
ore is mined by standard, open pit methods and
delivered to a siding for ultimate transportation by
rail to the processing plant, which is located in
Boucherville, Quebec, a suburb of Montreal. Processing
of phlogopite mica involves milling, screening and
proprietary processing steps to produce products of
various size fractions which find ultimate use in a
variety of applications, such as partial or complete
substitution for asbestos in fire retardation, friction
materials, oil well drilling needs, caulking and
molding compounds, coatings, plasters and plastics. The
principal markets the Corporation serves are the
automobile, construction and oil drilling industries.
One of the most significant areas of use is in
technological plastic and high temperature plastic
applications, as phlogopite mica has a distinct
thermal stability advantage over competitive
materials. Zemex markets this product under the trade
names of Suzorite Mica and Suzorex.
In June 1994, Zemex invested $2 million in Alumitech,
Inc. ("Alumitech"), an aluminum dross reprocessor, in
exchange for an approximate 42% interest in that
company. In February 1995, Zemex exercised an option and
increased its ownership interest in Alumitech to 73%
in exchange for 412,500 common shares issued from
treasury. Alumitech has developed, patented and is
expanding its leading edge aluminum dross recycling
technology. The process transforms chloride-based drosses
received from primary and secondary aluminum producers
into a number of commercial components, including
ceramic type materials. Currently, competitive
processes landfill anywhere from 40%-75% of the volume
of dross received whereas Alumitech's recycling process
will virtually eliminate the need for landfill.
Alumitech has completed the physical modifications of
its new ceramic fiber line. Testing is anticipated
to be concluded by the second quarter of 1995, at
which time Alumitech should have a fully integrated
facility for recycling 100% of the aluminum dross feed.
Alumitech has the only known process for the
complete recycling of saltcake drosses; most other
processes landfill significant portions of the material
received while Alumitech's proprietary technology may
virtually eliminate landfill.
In September 1994, Zemex completed a public
offering, selling two million treasury shares to
institutions and private investors, raising net
proceeds of approximately $18.5 million to be used for
expansion, acquisitions, debt repayment and other general
corporate purposes.. The number of shares currently
outstanding is 7,635,232 or 8,819,530 on a fully diluted
basis.
On September 15, 1994, Zemex completed its purchase of
the assets of Greenback Industries, Inc., a copper
powder
producer, for $2.1 million. As the result of its
purchase of Greenback, the Corporation has the largest
capacity of non-ferrous metal powders in North America
and Zemex is the only full range supplier to the powdered
metallurgy markets.
In December 1994, the Corporation purchased the
talc operations of Whittaker, Clark & Daniels, Inc. Talc
is used in the ceramics industry as well as several
other markets within which Zemex has a strong
presence. It is the intention of the Corporation
to apply its proprietary technology to surface
modify talc and, as a result, introduce several new
value added products.
Industrial Minerals Segment
The industrial minerals segment consists of three of the
Corporation's wholly-owned subsidiaries, The Feldspar
Corporation ("TFC"), Suzorite Mica Products Inc.
("Suzorite") and Suzorite Mineral Products, Inc.
("SMP"). The products produced by TFC include
feldspar, silica, muscovite mica and kaolin clay.
Industries supplied include glass and ceramics. TFC's
operating plants are located in Florida, Georgia and
North Carolina. SMP produces talc which is used in
the ceramics, paint and paper industries. Its plants are
located in New York, North Carolina and Texas.
Suzorite produces a high grade phlogopite mica which has a
higher degree of thermal stability than other forms of
mica. The principal markets served by Suzorite are
the automobile, construction and oil drilling industries.
Its mine and processing plant are located in Quebec,
Canada.
Demand for these industrial minerals is related to the
pace of the general economy and is particularly related
to the automotive industry and to those created by
residential and commercial construction and remodeling.
Industrial minerals sales in 1994 totaled $30 million,
compared with $31 million in 1993. The slight
decline in 1994 sales resulted primarily from the
Corporation's sale of its Virginia aplite facility.
This business segment recorded the fourth straight year
of improved operating income before restructuring
charges, $3,865,000 in 1994, $2,424,000 in 1993,
$2,208,000 in 1992, and $754,000 in 1991, due to
increased sales and margins. Major efforts were made
in the area of cost reduction, continuous quality
improvement and the introduction of new value added
products.
During 1994 considerable efforts were put into
product development, market research, the design of
future cost saving capital projects and product
quality improvement systems. The Corporation expects
these efforts will bear fruit in the future.
Capital expenditures were $2,050,000 in 1994, $2,209,000
in 1993, and $814,000 in 1992. The 1994 expenditures
were to replace mining equipment, make mill modifications
to produce a new product and to sustain production
capacity. It is anticipated that 1995 capital
expenditures will be much higher due to a $14,000,000
expansion and automation project at the North Carolina
sodium feldspar facility.
Metal Powders Segment
Pyron Corporation and Pyron Metal Powders, Inc.,
wholly owned subsidiaries of Zemex that produce iron,
steel and copper powders, have operating plants located
in Niagara Falls, New York, Greenback, Tennessee and
Maryville, Tennessee. The largest use of metal powders
is in the fabrication of precision metal parts by
the powder metallurgy process. Powder metallurgy is
an efficient, economical process for the production of
numerous components for the automotive,
farm, garden, lawn equipment and
business machine industries. Key features of
powder metallurgy technology are low scrap ratios
and lower production costs than such other metal
working processes such as casting and forging.
In recent years, metal powder use in automotive and
rail braking systems has grown rapidly as a
replacement for asbestos, achieving better
performance and improving
environmental and health conditions. Metal powder is
also used in making welding rods, for cutting and
scarfing of steel ingots and billets, for the inspection
of oil field pipe and tubing, and in food supplements.
Sales of metal powders increased to $24.9 million in
1994 from $16.9 million in 1993 and from $12.6 million in
1992. Operating income increased to $2,202,000 from
$1,046,000 in 1993. The increase was due to higher
volumes of sponge and atomized products. Operating
income declined to $1,046,000 in 1993 from $1,313,000 in
1992. The decline in operating income during a time of
increasing sales was due to startup costs associated
with the atomization plant at Niagara Falls, New York.
Ligonier Powders, Inc. was renamed Pyron Metal Powders,
Inc. following its acquisition by the Corporation in
1992. In 1994, the Corporation purchased the assets
of Greenback Industries, Inc. It produces a range of
high quality copper and copper alloy powders from its
plants at Maryville and Greenback, Tennessee. These
products complement Pyron's iron and steel powder
products and are sold through Pyron's existing marketing
and sales organization.
At Pyron, sales of atomized iron and steel
products increased in 1993, however, due to technological
problems, the rate of increase was less than
anticipated. Late in 1993, the technical problems were
resolved and in 1994 the product rapidly gained
customer acceptance. Management expects this
facility, with its favorable cost structure, high
quality products and good geographic location, to
continue its rapid growth in profitability as its
sales increase in the future.
Late in 1993, the Corporation entered into an
agreement whereby it became the exclusive sales agent to
the powdered metal markets for powdered nickel produced in
Russia, making Pyron the second largest supplier of this
material to this market in North America. With its
extended product line, Pyron has become a valuable and
flexible supplier with a long term future in what
management believes to be a very promising industry.
Capital expenditures were $878,000 in 1994, $391,000
in 1993 and $235,000 in 1992. The 1994 expenditures
were primarily for the acquisition of the assets of
Greenback.
Raw Materials and Other Requirements
In recent years, the Corporation has not experienced
any substantial difficulty in obtaining its raw
materials
requirements (consisting of scrap metals) for the
metal powders segment, which is the segment that consumes,
rather than supplies, raw materials. No assurance can
be given that any shortages of these or other necessary
materials or equipment will not develop or that increased
prices will not adversely affect the Corporation's
business in the future.
Seasonality
The efficiency and productivity of the
Corporation's industrial minerals operations can be
affected by unusually severe winter weather conditions.
During the winter of 1994, there were several days of
production lost in North Carolina and New York but they
were not significant enough to adversely affect 1994
operating results.
Competition
All of the Corporation's products are sold in
highly competitive markets which are influenced by price,
product performance, customer location, service, foreign
competition, material substitution and general
economic conditions. The Corporation competes with other
companies active in industrial minerals and metal
powders. No material part of the Corporation's business
is dependent upon a single customer or upon very few
customers, the loss of any one of which would have a
material adverse impact on the Corporation.
Industrial mineral prices generally are not subject to
the price fluctuations typical of commodity metals.
Demand for industrial minerals is primarily related to
general economic conditions, particularly in the
automotive, housing and construction industries. In
the United States there are three major feldspathic
mineral producers including the Corporation and the
Corporation is the only North American producer of
phlogopite mica. Markets for industrial mineral products
are sensitive not only to service,
product performance and price, but to competitive price
pressures and transportation costs.
The Corporation is one of five North American producers
of metal powders. The market for metal powders is
affected primarily by product performance, consistency
of product quality and price. To some extent,
competition in the metal powders industry is affected by
imports of finished metal powder parts. Product
prices over the last several years have been strongly
influenced by costs of powder production.
Research and Development
The Corporation carries on an active program of
product development and improvement. Research and
development
expense was $315,000 in 1994, $371,000 in 1993 and
$280,000 in 1992.
Environmental Considerations
Laws and regulations currently in force which do or
may affect the Corporation's domestic operations
include the Federal Clean Air Act of 1970, the National
Environmental Policy Act of 1969, the Solid Waste
Disposal Act (including the Resource Conservation and
Recovery Act of 1976), the Toxic Substances Control
Act, CERCLA (superfund) and regulations under these
Acts, the environmental protection regulations of
various governmental agencies (e.g. the Bureau of
Land Management Surface Management Regulations, Forest
Service Regulations, and Department of Transportation
Regulations), laws and regulations with respect
to permitting of land use, various state and local laws
and regulations concerned with zoning, mining
techniques, reclamation of mined lands, air and water
pollution and solid waste disposal. The Corporation is
not aware of any adverse environmental problems or
issues.
Employees
The approximate number of Corporation employees as
of December 31, 1994 is set forth below:
Industrial Minerals 241
Metal Powders 149
Alumitech 100
Corporate 6
Total 496
Approximately 61 employees of the metal powder
operations are covered by a collective bargaining
agreement. The current three-year agreement expires
April 15, 1995. Approximately 12 employees of the
Suzorite mica operation are covered by a collective
bargaining agreement. The current agreement is for a
three-year term and expires January 12, 1997.
Approximately 45 employees at Alumitech are covered by a
collective bargaining agreement, expiring in May 1997.
The Corporation considers its labor relations to be good.
Foreign Operations
The Corporation's international operations are located
in Canada whose institutions and governmental policies
are similar to those of the United States. Although
there can be no assurance as to future conditions, the
Corporation has experienced no political activities,
social upheavals, currency restrictions or similar
factors which have had any material adverse effect to
date on the results of its operations or financial
condition.
The Corporation's industrial minerals and powder
metal operations sell their products internationally to
a wide variety of customers including the ceramic,
construction, and powder metallurgy industries. Export
sales in these two segments were less than 5% of total
sales.
ITEM 2. PROPERTIES
The industrial minerals segment has operations and mines
in Spruce Pine, North Carolina; Edgar, Florida;
Monticello, Georgia; Boucherville, Quebec; Suzor
Township, Quebec; Diana, New York; Murphy, North
Carolina; and Van Horn, Texas. This segment owns
approximately 208,000 square feet of office and plant
floor space. The mineral deposits at the mines
currently operated by the industrial minerals segment
are estimated by the Corporation to be at least 25 years,
except in the case of the mica mine in Suzor Township
where reserves are estimated to be in excess of 100
years and in the case of the Connecticut mine, where the
operation was shutdown as of December 31, 1991. The
Corporation estimates the Connecticut plant's reserves to
be less than 10 years. All of the Corporation's mining
properties are either owned or leased, with the leases
expiring from 1996 to 2018.
The metal powders segment has operations in Niagara
Falls, New York, Greenback, Tennessee and Maryville,
Tennessee. In Niagara Falls Pyron Corporation
utilizes approximately 96,000 square feet of office and
plant floor space which it leases from the Niagara
County Industrial Development Agency. The lease was
established as part of the Industrial Revenue Bond issue
entered into in November 1989 to finance the construction
of the Atomized Steel Powder plant. Lease payments are to
be sufficient to pay the debt service on the Bond. The
new facility incorporates approximately 16,000 square
feet of floor space and is adjacent to the existing
facility. The Maryville, Tennessee plant
utilizes approximately 23,000 square feet of office and
plant floor space. The Greenback facility is situated on
27.5 acres of land of which six acres is actively used
in the operations. General office space comprises
approximately 6,300 square feet.
There is approximately 66,500 square feet of
production/storage space and approximately 86,800
square feet.
The Corporation has talc operations in Diana, New
York; Murphy, North Carolina; and Van Horn, Texas. This
segment currently owns approximately 127,000 square feet.
All facilities are maintained in good operating condition.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None.
ITEM 10. EXECUTIVE AND OTHER OFFICERS OF THE REGISTRANT
Served in
Officer Position Age Position
Since
Peter Lawson-Johnston Chairman of
the Board of Directors 68
1975
Richard L. Lister President and Chief Executive Officer
56
1991
Allen J. Palmiere Vice President, Chief Financial
Officer 42
1993
and Assistant Secretary
Peter J. Goodwin Vice President and President of
44
1994
Suzorite Mineral Products, Inc.
Robert W. Morris Secretary and President of
53
1990
The Feldspar Corporation
G. Russell Lewis President, Metal Powders 65
1986
Patricia K. Moran Assistant Secretary-Treasurer
29
1995
There are no family relationships between the
officers listed above. The term of office of each
executive officer is until his respective successor
is elected and has qualified, or until his death,
resignation or removal. Officers are elected or
appointed by the Board of Directors annually at its first
meeting following the annual meeting of shareholders.
All officers have held their present positions for
at least five years except Messrs. Lister, Morris,
Palmiere, Goodwin and Ms. Moran.
Mr. Lister, who was elected to the Board of Directors on
May 30, 1991, assumed his duties as Vice Chairman of the
Board on July 23, 1991 and as President and Chief
Executive Officer on June 1, 1993. Mr. Lister was Vice
Chairman of Dundee Bancorp Inc. from October 1991 to May
1993 and prior to that was Chief Executive Officer of
Campbell Resources Inc. from 1981 to 1988 and Chairman
from 1988 to 1992.
Mr. Morris assumed the duties of President of The
Feldspar Corporation in October 1993. Prior to that
time, from January 1991 to October 1993, he was Vice
President , Treasurer and Chief Financial Officer and,
from June 1990 to December 1990, was Assistant to the
President. From February 1989 to June 1990, he was a
financial officer of American Trim Products.
Mr. Palmiere assumed the duties of Chief Financial
Officer on October 19, 1993. From April 1992 to October
1993 he was a self-employed consultant. From October 1990
to April 1991 he was the Chief Financial Officer and
Vice President of Breakwater Resources Ltd. and from May
1991 to April 1992 was the Chief Executive Officer of
Breakwater Resources Ltd. From August 1986 to September
1990 Mr. Palmiere was the Treasurer of Northgate
Exploration Ltd. and its associated companies.
Mr. Goodwin became a Vice President of the Company in
August 1994. From May 1993 to August 1994, Mr. Goodwin
was a selfemployed consultant. Mr. Goodwin was President
and Chief Executive Officer of Miller and Co. from August
1990 to May 1993. From 1987 to 1990, Mr. Goodwin was
Vice President and General Manager of Applied Industrial
Materials Corporation (AIMCOR).
Ms. Moran assumed the duties of Assistant
SecretaryTreasurer in February 1995 and has served
in various capacities with the Corporation since 1993.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
Information responsive to this Item is set forth on page
13 of registrant's Annual Report to Shareholders for the
year ended December 31, 1994 (the "Annual Report to
Shareholders") and is incorporated herein by reference.
The Annual Report to Shareholders is included as Exhibit
13 to this Form 10-K Annual Report. The Annual
Report to Shareholders, except for those portions thereof
which are expressly incorporated by reference herein, is
furnished for the information of the Commission and is
not to be deemed
"filed" as part of this Form 10-K report.
ITEM 6. SELECTED FINANCIAL DATA
Information responsive to this item is set forth on page
32 of the Annual Report to Shareholders and is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information responsive to this Item is set forth on pages
6 through 13 of the Annual Report to Shareholders and
is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements responsive to this Item are set
forth on pages 14 through 31 of the Annual Report to
Shareholders and are incorporated herein by reference.
The Supplementary Schedule required by this Item are set
forth on page S-1 of this Form 10-K Annual Report. See
Item 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
On March 27, 1992, the accounting firm of Deloitte &
Touche was selected to replace the accounting firm of
Coopers & Lybrand as independent accountants for the
Corporation. The decision to change accountants was
approved by the Audit Committee of the Board of
Directors, by the full Board and the shareholders, and
occurred as a result of Dundee Bancorp Inc., the
Corporation's major shareholder through Avalon
Corporation, retaining the services of Deloitte & Touche
for several of its investments.
During the two most recent fiscal years, and the
interim period preceding the change in auditors, there
were no disagreements with the former accountants on any
matter of accounting principles or practices,
financial statement disclosure, or auditing scope
or procedure, which disagreements (if not resolved to
the satisfaction of the former accountants) would have
caused them to make reference in connection with their
report to the subject matter of the disagreements. The
accountants' report on the financial statements of the
Corporation for each of the past two years did not contain
any adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty or audit scope or
accounting
principles.
During the two most recent fiscal years, and the
subsequent interim periods, the Corporation (or
anyone on the Corporation's behalf) did not consult
the newly engaged accountants regarding either the
application of accounting principles to a specified
transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the
Corporation's financial statements.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
1. Financial Statements and Independent Auditor's Report
Filed as Part of this Report:
(a) Consolidated Balance Sheets at December
31, 1994 and 1993, which information is
incorporated by reference under Item 8 of this
report.
(b) Consolidated Statements of
Shareholders' Equity for the
three years ended December 31, 1994, which
information is incorporated by reference under Item 8 of
this report.
(c) Consolidated Statements of Income for
the three years ended December 31,
1994, which
information is incorporated by reference
under Item 8 of this report.
(d) Consolidated Statements of Cash Flows for
the three years ended December 31,
1994, which
information is incorporated by reference
under item 8 of this report.
(e) Notes to the Consolidated
Financial
Statements, which information is incorporated
by reference under Item 8 of this report.
(f) Independent Auditors' Report,
which
information is incorporated by reference
under Item 8 of this report.
2. Financial Statement Schedules and Independent
Auditors'
Report Files as part of this Report:
Schedule
Number Description
- Report of
Independent
Accountants
Schedule IX Valuation and
Qualifying
Accounts
and Reserves (page S-1)
All other financial statements and schedules not listed
have been omitted since the required information is
included in the consolidated financial statements or the
notes thereto, or is not applicable or required.
3. EXHIBITS
(3)(a) Certificate of Incorporation (Incorporated
by reference from Exhibit 4(a) of the
Corporation's Registration Statement on Form S-2,
Registration No. 33-7774, filed on August 5, 1986)
(3)(b) By-Laws (Incorporated by reference from Exhibit
3 of the Corporation's Quarterly Report on
Form 10-Q filed on May 13, 1988)
(3)(c) Amended and Restated Certificate of
Incorporation (Incorporated by reference from
Exhibit A of the Corporation's Definitive Proxy
Statement, filed on March 29, 1995)
(4)(a) Indenture of Trust dated as of
November 1, 1989 between Niagara County
Industrial Development Agency and The Bank of
New York as trustee for Pyron Corporation
(Incorporated by reference from Exhibit (4)(a) of
the Corporation's Annual Report on Form 10K filed
March 31, 1990)
(4)(b) Agency Mortgage and Security Agreement
dated as of November 1, 1989 from Pyron
Corporation and Niagara County Industrial
Development Agency to The Bank of New York
(Incorporated by reference from Exhibit (4)(b) of
the Corporation's Annual Report on Form 10K filed
March 31, 1990)
(4)(c) Letter of Credit Reimbursement Agreement
dated as of November 1, 1989 between Pyron
Corporation and Chemical Bank (Incorporated
by reference from
Exhibit (4)(c) of the Corporation's Annual Report
on Form 10-K filed March 31, 1990)
(4)(d) First Amendment to Letter of Credit
Reimbursement Agreement dated as of November 1,
1989 between Pyron Corporation and Chemical
Bank (Incorporated by reference from Exhibit
(4)(d) of the Corporation's Annual Report on Form
10-K filed March 31, 1990)
(4)(e) Second Amendment to Letter of Credit
Reimbursement Agreement dated as of March 15, 1995
between Pyron Corporation and Chemical Bank
(4)(f) Bank Mortgage and Security Agreement
dated as of November 1, 1989 from Pyron
Corporation and Niagara County Industrial
Development Agency to Chemical Bank
(Incorporated by reference from Exhibit (4)(e) of
the Corporation's Annual Report on Form 10-K
filed March 31, 1990)
(4)(g) Building Loan Agreement dated as of
November 1, 1989 between Chemical Bank and Pyron
Corporation (Incorporated by reference from
Exhibit (4)(f) of the Corporation's Annual
Report on Form 10-K filed March 31, 1990)
(4)(h) Security Agreement dated as of
November 1, 1989 between Pyron Corporation and
Chemical Bank (Incorporated by reference from
Exhibit (4)(g) of the Corporation's Annual
Report on Form 10-K filed March 31, 1990)
(4)(i) Corporate Guaranty dated as of November
1, 1989 from Zemex Corporation to Chemical Bank
(Incorporated by reference from Exhibit (4)(h)
of the Corporation's Annual Report on Form 10-K
filed March 31, 1990)
(4)(j) First Amendment to Corporate Guaranty
dated as of November 1, 1989 of Zemex
Corporation to Chemical Bank (Incorporated by
reference from Exhibit (4)(i) of the
Corporation's Annual Report on Form 10-K filed
March 31, 1990)
(4)(k) Second Amendment to Corporate Guaranty
dated as of March 14, 1991 of Zemex Corporation
to Chemical Bank (Incorporated by reference from
Exhibit (4)(j) of the Corporation's Annual
Report on Form 10-K filed March 31, 1991)
(4)(l) Third Amendment to Corporate Guaranty
dated as of February 25, 1992 of Zemex
Corporation to Chemical Bank(Incorporated by
reference from Exhibit (4)(m)
of the Corporation's Annual Report on Form 10-
K filed March 31, 1993)
(4)(m) Fourth Amendment to Corporate Guaranty
dated as of March 8, 1993 of Zemex Corporation
to Chemical Bank (Incorporated by reference from
Exhibit (4)(o) of the Corporation's Annual
Report on Form 10-K filed March 31, 1993)
(4)(n) Fifth Amendment to Corporate Guaranty
dated as of March 15, 1995 of Zemex Corporation
to Chemical Bank
(4)(o) Irrevocable Standby Letter of Credit between
Florida Gas Utility and The Feldspar
Corporation dated December 16, 1992
(Incorporated by reference from Exhibit (4)(q) of
the Corporation's Annual Report on Form 10-K filed
March 31, 1993)
(4)(p) Loan and Security Agreement dated as of
March 15, 1995among Zemex Corporation and The
Feldspar
Corporation and NationsBank of Tennessee, N.A.
and Chemical Bank and NationsBank of Tennessee,
N.A., as Agent
*(10)(a) Key Executive Common Stock Purchase Plan
(Incorporated by reference from Exhibit (10)(b)
of the Corporation's Annual Report on Form 10-K
filed March 31, 1991)
(10)(b) Consent to Assignment of Lease and to
Agreement Sublease, and permission to Make
Payments dated November 7, 1978 each from Joberta
Enterprises, Inc. to NL Industries, Inc. and The
Feldspar Corporation (Incorporated by reference
from Exhibit 10(pp) to the Corporation's
Registration Statement on Form S2, Registration
No. 33-7774, filed on August 5, 1986)
(10)(c) Additional Lease Agreement dated as of
November 1, 1989 between Niagara County
Industrial Development Agency and Pyron
Corporation (Incorporated by reference from
Exhibit (10)(ll) of the Corporation's Annual Report
on Form 10-K filed March 31, 1990)
*(10)(d) Employment Agreement dated February 5, 1991
between Zemex Corporation and Robert W.
Morris (Incorporated by reference from Exhibit
(10)(ll) of the Corporation's Annual Report on
Form 10-K filed March 31, 1992)
*(10)(e) Option Agreement with Paul Carrolldated
September 17, 1991 (Incorporated by reference
from Exhibit (10)(ll) of the Corporation's Annual
Report on Form 10-K filed March 31, 1992)
*(10)(f)Option Agreement with Peter Lawson-Johnston
dated September 17, 1991 (Incorporated by
reference from Exhibit (10)(ll) of the
Corporation's Annual Report on Form 10-K filed
March 31, 1992)
*(10)(g) Option Agreement with John Donovan dated
September 17, 1991 (Incorporated by reference
from Exhibit (10)(ll) of the Corporation's Annual
Report on Form 10-K filed March 31, 1992)
*(10)(h) Subscription Agreement with Richard L.
Lister
dated November 26, 1991 (Incorporated by
reference from Exhibit (5)(a) of the
Corporation's Annual Report on Form 10-K filed
March 31, 1992)
(10)(I) Asset Purchase Agreement dated March 18, 1991
among Unimin Corporation, Purchaser; Zemex
Corporation, Seller and The Feldspar
Corporation, Operating Subsidiary (Incorporated
by reference from Exhibit (5)(a) of the
Corporation's Annual Report on Form 10K filed March
31, 1991)
(10)(j) Lease Agreement dated September 5, 1990 between
the State of Connecticut, Department of
Transportation andThe Feldspar Corporation
(Incorporated by reference from Exhibit (5)(b) of
the Corporation's Annual Report on Form 10-K filed
March 31, 1991)
(10)(k) Ligonier Purchase Agreement and Second
Plan of
Reorganization dated March 2, 1992 among Pyron
Metal Powders, Inc., a wholly-owned subsidiary
of Zemex Corporation, Purchaser and Ligonier
Powders, Inc., Seller (Incorporated by
reference from Exhibit (5)(a) of the
Corporation's Annual Report on Form 10K filed March
31, 1993)
(10)(l) 1995 Stock Option Plan (Incorporated by
reference from Exhibit B of the Corporation's 1995
Definitive Proxy Statement, filed on March 29,
1995)
(10)(m) Stock Purchase Agreement dated August
10, 1993 between Zemex Corporation, Zemex
Canada Inc., an Ontario corporation and a
direct wholly-owned subsidiary of Zemex
Corporation, Dundee Bancorp Inc., an Ontario
corporation; and Dundee Bancorp International
Inc., a Delaware corporation, and a direct
wholly-owned subsidiary of Dundee Bancorp Inc.,
with respect to the acquisition of Suzorite Mica
Products Inc. (Incorporated by reference from
Exhibit (2) of the Corporation's Current Report
on Form 8-K filed September 7, 1993)
(10)(n) Capital Stock Purchase Warrant dated
September 14, 1993 issued to Dundee Bancorp
International Inc. pursuant to the Stock Purchase
Agreement referred to in 10(m). (Incorporated
by reference from Exhibit 4(a) of the
Corporation's Current Report on Form 8-K filed
September 7, 1993)
(10)(o) Registration Rights Agreement dated
September 14, 1993 between Zemex Corporation and
Dundee Bancorp International, Inc. (Incorporated
by reference from Exhibit 4(b) of the
Corporation's Current Report on Form 8-K filed
September 7, 1993)
(10)(p) Asset Purchase Agreement dated September
3, 1993 between U.S. Silica Company, The
Feldspar Corporation and Zemex Corporation with
respect to the sale of the Virginia Aplite
facility (Incorporated by reference from Exhibit
10(at) of the Corporation's Annual Report on Form
10-K filed March 31, 1994)
(10)(q) Stock Purchase Agreement dated November
15, 1993 between Americo Malay Mineral Company
and Zemex Corporation with respect to the sale
of 2,500,002 common shares of Perangsang
Pasifik Senderian Berhad, a corporation
organized and existing under the laws of the
Federal Republic of Malaysia (Incorporated by
reference from Exhibit 10(au) of the
Corporation's Annual Report on Form 10-K filed
March 31, 1994)
(10)(r) Suzorite Mining Lease dated August 25,
1975 between the Province of Quebec and
Marietta Resources International Ltd.
(Incorporated by reference from Exhibit 10(av) of
the Corporation's Annual Report on Form 10-K filed
March 31, 1994)
(10)(s) 1994 Employee Stock Purchase Plan
(Incorporated by reference as Exhibit A to the
Corporation's Proxy Statement filed May 6, 1994)
(10)(t) Stockholders Agreement dated June 10,
1994 among Alumitech, Inc., Clarion Capital
Corporation, DCC Equities Limited and Moshe
Dan Yerushalmi, Dan Hocevar and Terrance
Hogan and Zemex Corporation (Incorporated by
reference as Exhibit 10(ax) to the Corporation's
Registration Statement on Form S-1, Registration
No. 33-82638, filed on August 22, 1994)
(10)(u)Asset Purchase Agreement dated December 7,
1994 between Whittaker, Clark & Daniels, Inc.,
Clark Minerals, Inc., Cherokee Minerals, Inc. and
Pioneer Talc Company and Suzorite Mineral Products,
Inc. and Zemex Corporation
(13) 1994 Annual Report to Shareholders
(22) Subsidiaries of the Registrant
(24)(a) Consent of Deloitte & Touche
The Corporation will furnish copies of these documents
to requesting shareholders upon payment of $10.80 per
document.
* Management contract or compensatory plan or
arrangement.
EXHIBIT 22
Subsidiaries of the Registrant
The subsidiaries listed below are wholly-owned and all
are consolidated in the financial statements.
State or Country
in Which
Subsidiary Name
Incorporated
or Organized
The Feldspar Corporation North
Carolina
Pyron Corporation New York
Pyron Metal Powders, Inc.
Delaware
Suzorite Mica Products Inc.
Ontario, Canada
Suzorite Mineral Products, Inc.
Delaware
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.
ZEMEX CORPORATION
By: /s/ RICHARD
L. LISTER
Dated: March 24, 1995 Richard
L.
Lister
President &
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report is signed below by the
following persons on behalf of the registrant and in the
capacities and on the dated indicated:
Title
Date
/s/ PETER LAWSON-JOHNSTON Chairman of the Board and
Director
Peter Lawson-Johnston
/s/ RICHARD L. LISTER President and Chief Executive
Officer
Richard L. Lister and Director (Principal
Executive Officer)
Director
Paul A. Carroll
/s/ MORTON A. COHEN Director
Morton A. Cohen
/s/ JOHN M. DONOVAN Director
John M. Donovan
/s/ THOMAS B. EVANS, JR. Director
Thomas B. Evans, Jr.
Title
Date
Director
Ned Goodman
/s/ PATRICK H. O'NEILL Director
Patrick H. O'Neill
/s/ WILLIAM J. VANDEN HEUVEL Director
William J. vanden Heuvel
/s/ ALLEN J. PALMIERE Vice President, Chief Financial
Officer and
Allen J. Palmiere and Assistant Secretary
(Principal Financial
and Accounting Officer)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and
Board of Directors of Zemex Corporation
We have audited the consolidated financial statements
of Zemex Corporation and Subsidiaries as of December 31,
1994 and for the year then ended, and have issued our
report thereon dated February 15, 1995; such consolidated
financial statements and report are included in your
1994 Annual Report to Shareholders and are incorporated
herein by reference. Our audit also included the
consolidated
financial statement schedules of Zemex Corporation, listed
in Item 14. This consolidated financial statement schedule
is the responsibility of the Corporation's management. Our
responsibility is to express an opinion based on our audits.
In our opinion, such consolidated financial statement
schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents
fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE
Toronto, Ontario
March 30, 1995