EXHIBIT 99.1
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). If no direction is made, this proxy will be
voted FOR Proposals 1, 2, 3, 4, and 5.
I plan to attend
the meeting.
1. Election of Directors (see reverse) (To withhold vote for any individual
nominee write that name below.)
------------------------------
FOR WITHHELD
2. Approval of the Amendments 3. Approval of the Amendments
to the Key Employees Stock to the Stock Bonus Plan for
Bonus Plan. Non-Employee Directors.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
4. Approval of Amendment 5. Ratification of appointment of
to Restated Certificate of Coopers & Lybrand L.L.P. as
Incorporation to increase independent public accountants.
authorized Common Stock to
350,000,000 shares
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
6. In their discretion, upon other
matters as they may properly
come before the meetings.
Please mark, sign and return promptly
using the enclosed envelope. Executors,
administrators, trustees, etc. should
give full title as such. If the signer
is a corporation, please sign full
corporate name by duly authorized
officer.
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, 1996
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SIGNATURE(S) DATED
"PLEASE MARK INSIDE BLUE BOXES
SO THAT DATA PROCESSING EQUIPMENT
WILL RECORD YOUR VOTES"
+FOLD AND DETACH HERE+
Dear Shareholder(s):
Enclosed you will find material relative to the Company's 1996 Annual Meeting of
shareholders. The notice of the annual meeting and proxy statement describe the
formal business to be transacted at the meeting, as summarized on the attached
proxy card.
Whether or not you expect to attend the Annual Meeting, please complete and
return promptly the attached proxy card in the accompanying envelope, which
requires no postage if mailed in the United States. As a shareholder, please
remember that your vote is important to us.
ENGLEHARD CORPORATION
ENGLEHARD CORPORATION
101 WOOD AVENUE, ISELIN, NEW JERSEY 08830
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF SHAREHOLDERS--MAY 2, 1996
P
R The undersigned hereby constitutes and appoints Orin R. Smith, Reuben F.
O Richards and Arthur A. Dombusch, II, and each of them, his true and lawful
X agents and proxies with full power of substitution in each, to represent the
Y undersigned at the Annual Meeting of Shareholders of ENGLEHARD CORPORATION
to be held at One Chase Manhattan Plaza, Ground Floor, on Thursday, May 2,
1996 at 10:00 A.M. New York City Time and at any adjournments thereof, on
all matters coming before said meeting.
ELECTION OF DIRECTORS, NOMINEES: (Change of Address/Comments)
L. Donald LaTorre, William R. Loomis, Jr.,
Reuben F. Richards, Henry R. Slack and ____________________________
Orin R. Smith
____________________________
____________________________
____________________________
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES. SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXY COMMITTEE CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
+FOLD AND DETACH HERE+
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
March 12, 1996
Re: Engelhard Corporation
1996 Proxy Material
---------------------
Dear Sir or Madam:
On behalf of and as counsel for Engelhard Corporation, a Delaware
corporation (the "Company"), there is transmitted herewith, via the EDGAR
system, for filing pursuant to Rule 14a-6(a) of the General Rules and
Regulations under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), the Company's preliminary Notice of Annual Meeting of
Stockholders and Proxy Statement and the preliminary Form of Proxy, each in the
EDGAR version. Payment of the required filing fee in the amount of $125.00 as
prescribed by Rule 14a-6(i)(2) of the General Rules and Regulations under the
Exchange Act was made by wire transfer on March 4, 1996.
Any questions with respect to this filing should be directed to the
undersigned at (212) 701-3738.
Very truly yours,
/s/ CARRIE E. GUILLORY
Carrie E. Guillory
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Document Control -- EDGAR
cc: Michael J. Hassett, Esq.
John Schuster, Esq.