SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2001
COMMISSION FILE NUMBER 333-49957-01
------------------------
EAGLE-PICHER HOLDINGS, INC.
A Delaware Corporation
I.R.S. Employer Identification
NO. 13-3989553
------------------------
250 EAST FIFTH STREET, SUITE 500, P. O. BOX 779, CINCINNATI, OHIO 45201
Registrant's telephone number, including area code:
513-721-7010
------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
EAGLE-PICHER HOLDINGS, INC. IS FILING THIS REPORT VOLUNTARILY IN ORDER TO
COMPLY WITH THE REQUIREMENTS OF THE TERMS OF ITS 9 3/8% SENIOR
SUBORDINATED NOTES AND 11 3/4% SERIES B CUMULATIVE EXCHANGEABLE
PREFERRED STOCK AND IS NOT REQUIRED TO FILE THIS REPORT PURSUANT
TO EITHER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes [ ] No [X] (See explanatory note immediately above.)
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
No voting stock is held by non-affiliates of the registrant.
Indicate by check mark whether Eagle-Picher Industries, Inc., an additional
registrant on this filing, has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes [ ] No [X]
1,000,000 shares of common capital stock, $.01 par value each, were outstanding
at February 14, 2002.
TABLE OF ADDITIONAL REGISTRANTS
<Table>
<Caption>
JURISDICTION OF IRS EMPLOYER
INCORPORATION OR COMMISSION IDENTIFICATION
NAME ORGANIZATION FILE NUMBER NUMBER
---- ---------------- ------------ --------------
Eagle-Picher Industries, Inc. Ohio 333-49957 31-0268670
Daisy Parts, Inc. Michigan 333-49957-02 38-1406772
Eagle-Picher Development Co., Inc. Delaware 333-49957-03 31-1215706
Eagle-Picher Far East, Inc. Delaware 333-49957-04 31-1235685
Eagle-Picher Minerals, Inc. Nevada 333-49957-06 31-1188662
Eagle-Picher Technologies, LLC Delaware 333-49957-09 31-1587660
Hillsdale Tool & Manufacturing Co. Michigan 333-49957-07 38-0946293
EPMR Corporation (f/k/a Michigan Michigan 333-49957-08 38-2185909
Automotive Research Corp.)
</Table>
REASON FOR AMENDMENT
EAGLE-PICHER HOLDINGS, INC. IS FILING THIS FORM 10-K/A AS AN AMENDMENT TO THE
ORIGINAL FORM 10-K FILED ON FEBRUARY 15, 2002 IN ORDER TO INCORPORATE INTO THE
COMPANY'S FINANCIAL STATEMENTS AT ITEM 8 THE REPORT OF MANAGEMENT AND THE
AUDITOR'S REPORT WHICH WERE BOTH INADVERTENTLY OMITTED FROM THAT FILING.
TABLE OF CONTENTS
<Table>
<Caption>
ITEM PAGE
- ---- ----
PART I
1. Business.................................................... 1
2. Properties.................................................. 7
3. Legal Proceedings........................................... 9
4. Submission of Matters to a Vote of Security Holders......... 14
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters......................................... 15
6. Selected Financial Data..................................... 15
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 16
7a. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 26
8. Financial Statements and Supplementary Data................. 28
9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 65
PART III
10. Directors and Executive Officers of the Registrant.......... 65
11. Executive Compensation...................................... 67
12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 71
13. Certain Relationships and Related Transactions.............. 73
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K......................................................... 74
Signatures.................................................. 79
Exhibit Index............................................... 88
</Table>
i
REPORT OF MANAGEMENT
The Company's management is responsible for the preparation and
presentation of the consolidated financial statements. The consolidated
financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America and as such include amounts
based on judgements and estimates made by management.
The Company's system of internal accounting controls is designed to provide
reasonable assurance at reasonable cost that assets are safeguarded from loss or
unauthorized use, and that the financial records may be relied upon for the
preparation of the consolidated financial statements.
The consolidated financial statements have been audited by our independent
auditors, Deloitte and Touche LLP. Their audit is conducted in accordance with
auditing standards generally accepted in the United States of America and
provides an independent assessment as to the fair presentation, in all material
respects, of the Company's consolidated financial statements.
The Audit Committee of the Board of Directors meets periodically with
management and the independent auditors to review internal accounting controls
and the quality of financial reporting. Financial management and the independent
auditors have full and free access to the Audit Committee.
/s/ JOHN H. WEBER
John H. Weber
President and Chief Executive Officer
/s/ JOHN F. SULLIVAN
John F. Sullivan
Vice President -- Controller
Cincinnati, Ohio
February 14, 2002
65
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Eagle-Picher Holdings, Inc.:
We have audited the accompanying consolidated balance sheets of
Eagle-Picher Holdings, Inc. and subsidiaries as of November 30, 2001 and 2000,
and the related consolidated statements of income (loss), shareholders' equity
(deficit), and cash flows for each of the three years in the period ended
November 30, 2001. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Eagle-Picher
Holdings, Inc. as of November 30, 2001 and 2000, and the results of its
operations and its cash flows for each of the three years in the period ended
November 30, 2001, in conformity with accounting principles generally accepted
in the United States of America.
/s/ DELOITTE & TOUCHE LLP
Cincinnati, Ohio
February 14, 2002
66
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER HOLDINGS, INC.
By /s/ JOHN H. WEBER
------------------------------------
John H. Weber
President and Chief Executive
Officer
Date: March 4, 2002
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
<Table>
/s/ JOHN H. WEBER Date: March 4, 2002
- --------------------------------------------------------
John H. Weber, President,
Chief Executive Officer and Director
/s/ THOMAS R. PILHOLSKI Date: March 4, 2002
- --------------------------------------------------------
Thomas R. Pilholski, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)
/s/ JOHN F. SULLIVAN Date: March 4, 2002
- --------------------------------------------------------
John F. Sullivan, Vice President and
Controller (Principal Accounting Officer)
/s/ JOEL P. WYLER* Date: March 4, 2002
- --------------------------------------------------------
Joel P. Wyler, Director and
Chairman of the Board
/s/ DANIEL C. WYLER* Date: March 4, 2002
- --------------------------------------------------------
Daniel C. Wyler, Director
/s/ ALBERT IEDEMA Date: March 4, 2002
- --------------------------------------------------------
Albert Iedema, Director
*By /s/ DAVID G. KRALL
----------------------------------------------------
David G. Krall
Attorney-in-Fact
</Table>
81
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER INDUSTRIES, INC.
By /s/ JOHN H. WEBER
------------------------------------
John H. Weber
President and Chief Executive
Officer
Dated: March 4, 2002
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER HOLDINGS, INC., AND IN THE CAPACITIES AND ON
THE DATES INDICATED.
<Table>
/s/ JOHN H. WEBER Date: March 4, 2002
- --------------------------------------------------------
John H. Weber, President,
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ THOMAS R. PILHOLSKI Date: March 4, 2002
- --------------------------------------------------------
Thomas R. Pilholski, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)
/s/ JOHN F. SULLIVAN Date: March 4, 2002
- --------------------------------------------------------
John F. Sullivan, Vice President
and Controller
(Principal Accounting Officer)
/s/ JOEL P. WYLER* Date: March 4, 2002
- --------------------------------------------------------
Joel P. Wyler, Director and
Chairman of the Board
/s/ DANIEL C. WYLER* Date: March 4, 2002
- --------------------------------------------------------
Daniel C. Wyler, Director
/s/ ALBERT IEDEMA Date: March 4, 2002
- --------------------------------------------------------
Albert Iedema, Director
*By /s/ DAVID G. KRALL
----------------------------------------------------
David G. Krall
Attorney-in-Fact
</Table>
82
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
DAISY PARTS, INC.
By /s/ WILLIAM F. MACLEAN
------------------------------------
William F. Maclean
President
(Principal Executive Officer)
Dated: March 4, 2002
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, DAISY PARTS, INC., AND IN THE CAPACITIES AND ON THE DATES
INDICATED.
<Table>
/s/ WILLIAM F. MACLEAN Date: March 4, 2002
- --------------------------------------------------------
William F. Maclean, President
(Principal Executive Officer)
/s/ TOM B. SCHERPENBERG Date: March 4, 2002
- --------------------------------------------------------
Tom B. Scherpenberg, Treasurer
(Principal Financial Officer)
/s/ DANIEL SKIENDZIEL Date: March 4, 2002
- --------------------------------------------------------
Daniel Skiendziel, Controller
(Principal Accounting Officer)
/s/ JOHN H. WEBER Date: March 4, 2002
- --------------------------------------------------------
John H. Weber, Director
</Table>
83
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER DEVELOPMENT CO., INC.
By /s/ DAVID N. EVANS
------------------------------------
David N. Evans
President
(Principal Executive Officer)
Dated: March 4, 2002
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER DEVELOPMENT CO., INC., AND IN THE CAPACITIES
AND ON THE DATES INDICATED.
<Table>
/s/ DAVID N. EVANS Date: March 4, 2002
- --------------------------------------------------------
David N. Evans, President
(Principal Executive Officer)
/s/ TOM B. SCHERPENBERG Date: March 4, 2002
- --------------------------------------------------------
Tom B. Scherpenberg, Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ JOHN H. WEBER Date: March 4, 2002
- --------------------------------------------------------
John H. Weber, Sole Director
</Table>
84
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EPMR CORPORATION
(f/k/a Michigan Automotive Research
Corporation)
By /s/ DAVID N. EVANS
------------------------------------
David N. Evans
President
(Principal Executive Officer)
Dated: March 4, 2002
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EPMR CORPORATION, AND IN THE CAPACITIES AND ON THE DATES
INDICATED.
<Table>
/s/ DAVID N. EVANS Date: March 4, 2002
- --------------------------------------------------------
David N. Evans, President
(Principal Executive Officer)
/s/ TOM B. SCHERPENBERG Date: March 4, 2002
- --------------------------------------------------------
Tom B. Scherpenberg, Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ JOHN H. WEBER Date: March 4, 2002
- --------------------------------------------------------
John H. Weber,
Sole Director
</Table>
85
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER FAR EAST, INC.
By /s/ DAVID N. EVANS
------------------------------------
David N. Evans
President
(Principal Executive Officer)
Dated: March 4, 2002
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER FAR EAST, INC., AND IN THE CAPACITIES AND ON
THE DATES INDICATED.
<Table>
/s/ DAVID N. EVANS Date: March 4, 2002
- --------------------------------------------------------
David N. Evans, President
(Principal Executive Officer)
/s/ TOM B. SCHERPENBERG Date: March 4, 2002
- --------------------------------------------------------
Tom B. Scherpenberg, Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ JOHN H. WEBER Date: March 4, 2002
- --------------------------------------------------------
John H. Weber, Sole Director
</Table>
86
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
HILLSDALE TOOL & MANUFACTURING CO.
By /s/ WILLIAM F. MACLEAN
------------------------------------
William F. Maclean
President
(Principal Executive Officer)
Dated: March 4, 2002
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, HILLSDALE TOOL & MANUFACTURING CO., AND IN THE CAPACITIES
AND ON THE DATES INDICATED.
<Table>
/s/ WILLIAM F. MACLEAN Date: March 4, 2002
- --------------------------------------------------------
William F. Maclean, President
(Principal Executive Officer)
/s/ TOM B. SCHERPENBERG Date: March 4, 2002
- --------------------------------------------------------
Tom B. Scherpenberg, Treasurer
(Principal Financial Officer)
/s/ DANIEL SKIENDZIEL Date: March 4, 2002
- --------------------------------------------------------
Daniel Skiendziel, Controller
(Principal Accounting Officer)
/s/ JOHN H. WEBER Date: March 4, 2002
- --------------------------------------------------------
John H. Weber, Sole Director
</Table>
87
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER MINERALS, INC.
By /s/ JAMES L. LAURIA
------------------------------------
James L. Lauria
President
(Principal Executive Officer)
Dated: March 4, 2002
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER MINERALS, INC., AND IN THE CAPACITIES AND ON
THE DATES INDICATED.
<Table>
/s/ JAMES L. LAURIA Date: March 4, 2002
- --------------------------------------------------------
James L. Lauria, President
(Principal Executive Officer)
/s/ TOM B. SCHERPENBERG Date: March 4, 2002
- --------------------------------------------------------
Tom B. Scherpenberg, Treasurer
(Principal Financial Officer)
/s/ PAUL R. WONDER Date: March 4, 2002
- --------------------------------------------------------
Paul R. Wonder, Vice President
(Principal Accounting Officer)
/s/ JOHN H. WEBER Date: March 4, 2002
- --------------------------------------------------------
John H. Weber, Sole Director
</Table>
88
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER TECHNOLOGIES, LLC
By /s/ GRANT T. HOLLETT
------------------------------------
Grant T. Hollett, President
(Principal Executive Officer)
Dated: March 4, 2002
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER TECHNOLOGIES, LLC, AND IN THE CAPACITIES AND
ON THE DATES INDICATED.
<Table>
/s/ GRANT T. HOLLETT Date: March 4, 2002
- --------------------------------------------------------
Grant T. Hollett, President and Director
(Principal Executive Officer)
/s/ JOHN V. RUBERTO Date: March 4, 2002
- --------------------------------------------------------
John V. Ruberto, Executive Vice President and Director
/s/ R. DOUGLAS WRIGHT Date: March 4, 2002
- --------------------------------------------------------
R. Douglas Wright, Vice President, Chief Financial
Officer, Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
/s/ JOEL P. WYLER* Date: March 4, 2002
- --------------------------------------------------------
Joel P. Wyler, Director
/s/ JOHN H. WEBER Date: March 4, 2002
- --------------------------------------------------------
John H. Weber, Director
*By /s/ DAVID G. KRALL
----------------------------------------------------
David G. Krall
Attorney-in-Fact
</Table>
89
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER
- -------
2.1 -- Third Amended Plan of Reorganization of Eagle-Picher
Industries, Inc. ("EPI")*
2.2 -- Exhibits to Third Amended Plan of Reorganization of EPI*
3.1 -- Articles of Incorporation of EPI, as amended*
3.2 -- Regulations of EPI*
3.3 -- Amended and Restated Certificate of Incorporation of
Eagle-Picher Holdings, Inc. (the "Company")*
3.4 -- Bylaws of the Company*
3.5 -- Articles of Incorporation of Daisy Parts, Inc.*
3.6 -- Bylaws of Daisy Parts, Inc.*
3.7 -- Certificate of Incorporation of Eagle-Picher Development
Company, Inc.*
3.8 -- Bylaws of Eagle-Picher Development Company, Inc.*
3.9 -- Certificate of Incorporation of Eagle-Picher Far East, Inc.*
3.10 -- Bylaws of Eagle-Picher Far East, Inc.*
3.11 -- Articles of Incorporation of Eagle-Picher Fluid Systems,
Inc.*
3.12 -- Bylaws of Eagle-Picher Fluid Systems, Inc.*
3.13 -- Articles of Incorporation of Eagle-Picher Minerals, Inc.*
3.14 -- Bylaws of Eagle-Picher Minerals, Inc.*
3.15 -- Certificate of Formation of Eagle-Picher Technologies, LLC*
3.16 -- Operating Agreement of Eagle-Picher Technologies, LLC*
3.16a -- Amended and Restated Limited Liability Company Agreement of
Eagle-Picher Technologies, LLC*
3.17 -- Articles of Incorporation of Hillsdale Tool & Manufacturing
Co.*
3.18 -- Bylaws of Hillsdale Tool & Manufacturing Co.*
3.19 -- Restated Articles of Incorporation of EPMR Corporation
(f/k/a Michigan Automotive Research Corporation)*
3.20 -- Bylaws of EPMR Corporation (f/k/a Michigan Automotive
Research Corporation)*
3.21 -- Certificate of Amendment of Amended and Restated Certificate
of Incorporation of the Company filed with the Secretary of
State of Delaware on August 31, 2001*
3.22 -- Amended and Restated Bylaws of Daisy Parts, Inc. as of
November 16, 2001**
3.23 -- Amended and Restated Bylaws of Hillsdale Tool &
Manufacturing Co. as of November 16, 2001**
3.24 -- Amendment to the Bylaws of Eagle-Picher Minerals, Inc. as of
November 16, 2001**
4.1 -- Indenture, dated as of February 24, 1998, between E-P
Acquisition, Inc., the Company as a Guarantor, the
subsidiary guarantors (Daisy Parts, Inc., Eagle-Picher
Development Company, Inc., Eagle-Picher Far East, Inc.,
Eagle-Picher Fluid Systems, Inc., Eagle-Picher Minerals,
Inc., Eagle-Picher Technologies, LLC, Hillsdale Tool &
Manufacturing Co., Michigan Automotive Research Corporation
(together, the "Subsidiary Guarantors" or the "Domestic
Subsidiaries"), and The Bank of New York as Trustee (the
"Trustee")*
4.2 -- Cross Reference Table showing the location in the Indenture
of the provisions of Sections 310 through 318(a), inclusive,
of the Trust Indenture Act of 1939*
4.3 -- First Supplemental Indenture dated as of February 24, 1998,
between EPI and the Trustee*
4.4 -- Form of Global Note (attached as Exhibit A to the Indenture
filed as Exhibit 4.1)*
4.5 -- Certified Copy of the certificate of Designations,
Preferences and Rights of 11 3/4% Series A Cumulative
Redeemable Exchangeable Preferred Stock and 11 3/4% Series B
Cumulative Redeemable Exchangeable Preferred Stock of the
Company*
4.6 -- Form of Certificate and Global Share of 11 3/4% Series A
Cumulative Redeemable Exchangeable Preferred Stock and
11 3/4% Series B Cumulative Redeemable Exchangeable
Preferred Stock (attached as Exhibit A to the Certificate of
Designations filed as Exhibit 4.5)*
</Table>
90
<Table>
<Caption>
EXHIBIT
NUMBER
- -------
4.7 -- Form of Exchange Debentures Indenture relating to 11 3/4%
Exchange Debentures due 2008 of Registrant*
4.8 -- Cross Reference Table showing the location in the Exchange
Debentures Indenture of the provisions of Sections 310
through 318(a), inclusive, of the Trust Indenture Act of
1939*
4.9 -- Form of 11 3/4% Exchange Debenture due 2008 (attached as
Exhibit A to the Exchange Debentures Indenture filed as
Exhibit 4.7)*
9.1 -- Voting Trust Agreement dated November 16, 1998, with owners
of Class A (Voting) Common Stock of the Company*
10.1 -- Merger Agreement, dated as of December 23, 1997, among EPI,
the Eagle-Picher Industries, Inc. Personal Injury Settlement
Trust, the Company and E-P Acquisition, Inc.*
10.2 -- Amendment No. 1 to the Merger Agreement, dated as of
February 23, 1998, among EPI, the Eagle-Picher Industries,
Inc. Personal Injury Settlement Trust, the Company and E-P
Acquisition, Inc.*
10.3 -- Supplemental Executive Retirement Plan of EPI*
10.4 -- Notes Purchase Agreement, dated February 19, 1998, among E-P
Acquisition, Inc., EPI, the Company, SBC Warburg Dillon Read
and ABN AMRO Incorporated*
10.5 -- Assumption Agreement for the Notes Purchase Agreement, dated
as of February 24, 1998, between EPI and the Subsidiary
Guarantors*
10.6 -- Registration Rights Agreement, dated as of February 24,
1998, between E-P Acquisition, Inc., SBC Warburg Dillon Read
and ABN AMRO Incorporated*
10.7 -- Assumption Agreement for the Registration Rights Agreement,
dated as of February 24, 1998, of EPI*
10.8 -- Credit Agreement, dated as of February 19, 1998, among E-P
Acquisition, Inc. (merged with and into EPI), Various
Lenders from time to time party thereto, ABN AMRO Bank N.V.,
as Agent (the "Agent"), PNC Bank, National Association, as
Documentation Agent and DLJ Capital Funding, Inc., as
Syndication Agent*
10.9 -- Assumption Agreement dated as of February 24, 1998, between
EPI and the Agent*
10.10 -- Security Agreement, dated as of February 24, 1998, among
EPI, the Agent and the Domestic Subsidiaries*
10.11 -- Holdings Pledge Agreement, dated as of February 24, 1998,
between the Company and the Agent*
10.12 -- Borrower and Subsidiary Pledge Agreement, dated as of
February 24, 1998, among EPI, Eagle-Picher Development
Company, Eagle-Picher Minerals, Inc. and the Agent*
10.13 -- Holdings Guaranty Agreement, dated as of February 24, 1998,
by the Company, accepted and agreed by the Agent*
10.14 -- Subsidiary Guaranty Agreement, dated as of February 24,
1998, by the Domestic Subsidiaries, accepted and agreed by
the Agent*
10.15 -- Trademark Collateral Agreement, dated February 24, 1998,
between EPI and the Agent*
10.16 -- Patent Collateral Agreement, dated February 24, 1998,
between EPI and the Agent*
10.17 -- Copyright Collateral Agreement, dated February 24, 1998,
between EPI and the Agent*
10.18 -- Subordination Agreement, dated as of February 24, 1998,
among E-P Acquisition, Inc., EPI and the Domestic
Subsidiaries*
10.19 -- Management Agreement dated as of February 24, 1998, between
EPI and Granaria Holdings B.V.*
10.20 -- Eagle-Picher Management Trust made February 17, 1998, among
Granaria Industries B.V. and Thomas E. Petry, Andries
Ruijssenaars and Joel Wyler as trustees (the "E-P Management
Trust")*
10.21 -- Incentive Stock Plan of EPI, effective as of February 25,
1998*
10.22 -- Employment Agreements dated November 29, 1996, between EPI
and each Named Executive Officer as defined in EPI's Form
S-4 filed in 1998, as amended (Messrs. Petry, Ruijssenaars,
Hall, Wickens, Curless and Ralston)*
</Table>
91
<Table>
<Caption>
EXHIBIT
NUMBER
- -------
10.23 -- Amendments dated August 5, 1997 to Employment Agreements
between EPI and each Named Executive Officer as defined in
EPI's Form S-4*
10.24 -- Sales Incentive Program of EPI*
10.25 -- Letter Agreements dated August 5, 1997, between EPI and each
Named Executive Officer as defined in EPI's Form S-4
regarding Short Term Sale Program*
10.26 -- Letter Agreement dated September 12, 1997, between EPI and
Carroll D. Curless regarding Sale Incentive Bonus*
10.27 -- Letter Agreements dated February 18, 1998, between EPI and
each Named Executive Officer as defined in EPI's Form S-4
regarding Short Term Sale Program*
10.28 -- Side Letter, dated February 23, 1998, regarding Amendments
to the Short Term Sale Program*
10.29 -- Preferred Stock Purchase Agreement, dated February 19, 1998,
between the Company and the initial purchasers*
10.30 -- Preferred Stock Registration Rights Agreement, dated as of
February 24, 1998, between the Company and the initial
purchasers*
10.31 -- Transfer Agency Agreement, dated as of February 24, 1998,
between the Company and The Bank of New York, as Transfer
Agent*
10.32 -- The Company Incentive Stock Plan for Outside Directors
effective January 1, 1999*
10.33 -- Amended and Restated Incentive Stock Plan of EPI*
10.34 -- Second Amended and Restated Incentive Stock Plan of EPI*
10.35 -- Shareholders Agreement dated October 15, 1998, among
Granaria Holdings B.V., Granaria Industries B.V., the
Company, EPI*
10.36 -- Voting Trust Agreement dated as of November 16, 1998, by and
among certain shareholders of the Company and Granaria
Holdings B.V.*
10.37 -- Stock Purchase Agreement dated April 8, 1999, between
Hillsdale Tool & Manufacturing Co., Charterhouse Automotive
Group Inc. and the Shareholders of Charterhouse Automotive
Group, Inc.*
10.38 -- Shareholders Agreement dated April 12, 1999, among Granaria
Holdings B.V., the Company, EPI, and certain shareholders of
the Company*
10.39 -- Voting Trust Agreement dated April 13, 1999, between certain
shareholders of the Company and Granaria Holdings B.V. as
voting trustee*
10.40 -- Amendment to Credit Agreement and Consent, dated as of May
18, 1999, among EPI, the lenders party thereto, ABN AMRO
Bank N.V., as Agent, PNC Bank, National Association, as
Documentation Agent, and NBD Bank, N.A., as Syndication
Agent*
10.41 -- Receivables Loan Agreement dated as of May 18, 1999, among
Eagle-Picher Acceptance Corporation, EPI, ABN AMRO Bank
N.V., the Lender Agents, the Related Bank Lenders, Amsterdam
Funding Corporation and the Other Conduit Lenders*
10.42 -- Receivables Purchase Agreement dated as of May 18, 1999,
between EPI and Eagle-Picher Acceptance Corporation*
10.43 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Carpenter Enterprises Limited and Eagle-Picher
Acceptance Corporation*
10.44 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Daisy Parts, Inc. and Eagle-Picher Acceptance
Corporation*
10.45 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Development Company and Eagle-Picher
Acceptance Corporation*
10.46 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Fluid Systems, Inc. and Eagle-Picher
Acceptance Corporation*
10.47 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Minerals, Inc. and Eagle-Picher
Acceptance Corporation*
10.48 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Technologies, LLC and Eagle-Picher
Acceptance Corporation*
10.49 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Hillsdale Tool & Manufacturing Co. and Eagle-Picher
Acceptance Corporation*
</Table>
92
<Table>
<Caption>
EXHIBIT
NUMBER
- -------
10.50 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Michigan Automotive Research Corporation and
Eagle-Picher Acceptance Corporation*
10.51 -- Share Appreciation Plan of EPI*
10.52 -- Amendment to Credit Agreement and Consent dated as of August
1, 2000, among EPI, the lenders party thereto, ABN AMRO Bank
N.V. as Agent, PNC Bank, National Association as
Documentation Agent, and Bank One, Indiana, N.A. as
Syndication Agent.*
10.53 -- Resignation, Release and Severance Pay Agreement dated May
31, 2000 between EPI and Wayne R. Wickens*
10.54 -- Executive Employment Agreement dated November 7, 2000
between EPI and Andries Ruijssenaars*
10.55 -- Supplemental Executive Retirement Plan (as amended and
restated effective March 27, 2001).*
10.56 -- Fourth Amendment to Credit Agreement and Consent dated as of
May 31, 2001, among the Company, the lenders party hereto,
ABN AMRO Bank N.V., as Agent, PNC Bank, National
Association, as Documentation Agent and NBD Bank, N.A., as
Syndication Agent.*
10.57 -- Fifth Amendment to Receivables Loan Agreement dated as of
June 29, 2001 among the Company, EPAC, Amsterdam Funding
Corporation, as a Conduit Lender and as the administrative
agent for the Lenders, ABN AMRO Bank N.V., as the Amsterdam
Lender Agent, Market Street Funding Corporation, as a
Conduit Lender, PNC Bank, National Association, as the
Market Lender Agent and the Related Bank Lenders party
hereto.*
10.58 -- Resignation Agreement effective July 6, 2001 between EPI and
Michael E. Aslanian.*
10.59 -- Executive Employment Agreement effective July 15, 2001
between EPI and John H. Weber.*
10.60 -- Separation Agreement effective November 1, 2001 between EPI
and Philip F. Schultz**
10.61 -- Supplemental Indenture among EPI, the Guarantors (Daisy
Parts, Inc., Eagle-Picher Development Company, Inc.,
Eagle-Picher Holdings, Inc., Eagle-Picher Far East, Inc.,
Eagle-Picher Minerals, Inc., Eagle-Picher Technologies, LLC,
Hillsdale Tool & Manufacturing Co., EPMR Corporation and
Carpenter Enterprises Limited) and The Bank of New York, as
Trustee, dated December 14, 2001**
10.62 -- Receivables Sales Agreement dated January 8, 2002 by and
among Eagle-Picher Funding Corporation and each of the
"Originators" defined therein which include EPI, Carpenter
Enterprises Limited, Daisy Parts, Inc., Eagle-Picher
Minerals, Inc., Eagle-Picher Technologies, LLC, and
Hillsdale Tool & Manufacturing Co.**
10.63 -- Receivables Sales and Servicing Agreement dated January 8,
2002 by and among Eagle-Picher Funding Corporation, Redwood
Receivables Corporation, Eagle-Picher Industries, Inc. and
General Electric Capital Corporation**
10.64 -- Annex X to Receivables Sales Agreement at Exhibit 10.62 and
to Receivables Purchase and Servicing Agreement at Exhibit
10.63 -- "Definitions and Interpretations"**
12.1 -- Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends**
21.1 -- Subsidiaries of EPI**
24(a),(b) -- Powers of Attorney**
</Table>
- ---------------
* Incorporated by reference. See Item 14 above.
** Previously filed.
93