UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C

Information Statement Pursuant To Section 14(c)
of the Securities Exchange Act of 1934

Check the appropriate box:

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14c-5(d)(2))

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EaglePicher Holdings, Inc.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)

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TABLE OF CONTENTS

General Information..................................................................................... 1

Directors and Executive Officers........................................................................ 1

Directors........................................................................................... 1

Compensation Committee.............................................................................. 2

Audit Committee..................................................................................... 2

Executive Officers.................................................................................. 2

Executive Compensation.................................................................................. 3

Summary of Cash and Certain Other Compensation...................................................... 3

Long-Term Incentive Plan Awards..................................................................... 4

Retirement Benefits................................................................................. 4

Employment Agreement................................................................................ 6

Compensation of Directors............................................................................... 7

Voting Securities....................................................................................... 8

Security Ownership of Certain Beneficial Owners..................................................... 8

Certain Relationships and Related Party Transactions.................................................... 9

Independent Public Accountants.......................................................................... 9

Report of the Compensation Committee.................................................................... 11

Report of the Audit Committee........................................................................... 12

GENERAL INFORMATION

This Information Statement is being furnished in connection with the
2004 Annual Meeting of Shareholders of EaglePicher Holdings, Inc. which will be
held by written consent on or about April 19, 2004. The only matters acted upon
at the Annual Meeting of Shareholders will be the election of directors and the
approval of Deloitte & Touche LLP as our independent auditors for 2004.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.

This Information Statement will be provided to common stockholders on
or about March 29, 2004.

DIRECTORS AND EXECUTIVE OFFICERS

Directors

Our Board of Directors consists of the following seven persons, all of
whom will be nominated for election as directors at the Annual Meeting of
Shareholders:

Mr. Lloyd E. Cotsen, 75, has been a Director since December 2002. Mr.
Cotsen is currently President of Cotsen Management Corporation. Prior to his
retirement in 1995, Mr. Cotsen was Chairman of the Board and Chief Executive
Officer of Neutrogena Corporation.

Dr. Pierre J. Everaert, 63, has been a Director since December 2002.
Dr. Everaert is currently Chairman of Interbrew SA, and previously has been Vice
Chairman and Executive Vice President of Philips Electronics NV. Dr. Everaert
also serves on the Boards of Interbrew SA, Banque Paribas PAI group and Baltic
Investment BV. Dr. Everaert was formerly professor of corporate governance at
The Vleerick School of Management of the University of Gent-Leuren in Belgium
from 1995 to 2001.

Mr. Bert Iedema, 43, has been a Director since September 2001. He also
served as Senior Vice President and Chief Financial Officer of the Company in an
interim capacity from October 2001 until February 2002. Mr. Iedema has been
Executive Vice President and Chief Financial Officer of Granaria Holdings B.V.
since September 2000 and Managing Director and Chief Financial Officer from May
2003. Mr. Iedema had previously been employed as the Chief Financial Officer of
SSM Coal B.V. in The Netherlands from 1996 until August 2000. Mr. Iedema also
serves on the Boards of Landinvest N.V. and Revival, Recovery Investment
Advisors B.V. Mr. Iedema is also a certified public accountant in The
Netherlands.

Mr. John H. Weber, 47, has been our President and Chief Executive
Officer and a Director since July 2001. Prior to joining us, he served as
President of the Industrial Controls and Friction Materials Group of Honeywell
International July 2000 until July 2001, and as President of the Friction
Materials Group from March 1999 until July 2000. Mr. Weber's previous business
experience included serving as President of KN Energy Inc. from 1997 to 1998,
and as President of Vickers Inc. from 1994 to 1997, as well as experience with
General Electric, Baxter Healthcare and McKinsey and Co.

Dr. Wendelin Wiedeking, 51, was elected a Director in January 1999. He
has been the Chairman of the Board of Porsche AG since 1993 where he is also
President and Chief Executive Officer.

Dr. Joel P. Wyler, 54, has been a Director and Chairman of the Board
since we were formed in December 1997. Mr. Wyler has been a director and
Chairman of Granaria Holdings B.V. since 1982. In the 1980's Dr. Wyler
transformed Granaria from a grain trading company into is current position as a
multinational investment and manufacturing company. Dr. Wyler currently serves
as a director for a number of companies, and received a royal decoration from
Her Majesty the Queen of the Netherlands, as Officer in the Order of Orange
Nassau in 2000, and an honorary doctorate from the University of Cincinnati on
June 7, 2002. Prior to joining Granaria in 1976, Dr. Wyler held leadership
positions in a Swiss international trading company and a hotel investment
company.

Mr. Daniel C. Wyler, 52, has been a Director of the Company since
January 1999. Mr. Wyler previously has been a director and Chief Executive
Officer of Granaria Holdings B.V. When Granaria sold the international commodity
trading activities in 1980, Mr. Wyler left to head this activity for the buyers.
From his return in 1988,

Mr. Wyler has concentrated in expanding Granaria in new activities such as food
processing. Mr. Wyler has held directorships in Dutch and international
companies in a wide variety of businesses involved in leisure, food processing,
asset management and trading.

Dr. Joel P. Wyler and Mr. Daniel C. Wyler are brothers.

Compensation Committee

During fiscal year 2003 our Compensation Committee consisted of Dr.
Joel Wyler and Messrs. Daniel Wyler, Iedema and Cotsen. Dr. Wyler is the
chairman of the Compensation Committee. The Compensation Committee approves
compensation to directors, officers and certain other employees, approves annual
targets and payments under our annual incentive compensation program for
officers and employees, approves awards of units and payments under our long
term bonus program for officers and employees, and approves benefit plans and
programs for officers and employees including, but not limited to, pension
benefit plans. The Compensation Committee met once during fiscal year 2003. The
Compensation Committee's report for our fiscal year 2003 is included at the end
of this Information Statement.

Audit Committee

During fiscal year 2003 our Audit Committee consisted of Mr. Iedema,
Dr. Everaert and Mr. Cotsen. Mr. Everaert is the Chairman of the Audit
Committee. The Audit Committee recommends the selection of an outside auditor,
discusses the scope of the audit proposed by the outside auditor and discusses
our financial statements with management and outside auditors. This discussion
typically includes a review of critical accounting policies, the status of
significant accounting estimates and judgments, any proposed audit adjustments
and any internal control recommendations. The Audit Committee met five times
during fiscal year 2003 and has met twice subsequent to the end of fiscal year
2003. The Audit Committee's report on our fiscal year 2003 financial statements
is included at the end of this Information Statement. Because we do not have a
class of securities listed on a national securities exchange or national
securities association, Section 301 of the Sarbanes-Oxley Act regarding public
company audit committees does not apply to us. However, for informational
purposes, Messrs. Cotsen and Everaert would qualify as "independent" under
Section 301 of Sarbanes-Oxley and the SEC's Rule "Standards Relating to Listed
Company Audit Committees." The board has determined that Mr. Iedema is a
"financial expert." Mr. Iedema is not "independent" within the meaning of the
SEC's rules due to his tenure as our acting Chief Financial Officer in 2001.

Executive Officers

In addition to Mr. Weber, the following persons are executive officers:

Robert S. Baxter (Age 52) - Vice President and Chief Information
Officer. Mr. Baxter has been Vice President and Chief Information Officer since
March 24, 2003. Prior to joining us, Mr. Baxter held a variety of positions at
Honeywell International, including Automation and Controls Solutions IT
integration leader, VP and CIO - Industrial Controls, Vice President - Customer
Logistics and Vice President - Services.

David G. Krall (Age 42) - Senior Vice President, General Counsel and
Secretary. Mr. Krall has been Senior Vice President, General Counsel and
Secretary since November 2000. He had been Vice President, General Counsel and
Secretary since he joined us in June 1998. Prior to that time, he had been with
Taft, Stettinius & Hollister LLP, a legal firm based in Cincinnati, Ohio since
1986 and had been a partner there since 1995.

Gerald Mills (Age 52) - Senior Vice President of Human Resources. Mr.
Mills has been Senior Vice President of Human Resources since April 2002. Prior
to joining us, he spent 27 years at Owens Corning Corporation, where he was most
recently Vice President, Human Resources of the Composite Systems Business from
1995-2002.

Thomas R. Pilholski (Age 48) - Senior Vice President and Chief
Financial Officer. Mr. Pilholski has been Senior Vice President and Chief
Financial Officer since February 2002. Prior to joining us, he was employed by
Honeywell Corporation (formerly Allied Signal Inc.) as a General Auditor from
June 1998 until August 2001, and as Vice President - Chief Financial Officer for
Honeywell Consumer Products Group from August 2001 until January 2002. Mr.
Pilholski had previously been employed as Senior Vice President and Chief
Financial Officer of Inamed

Corporation from November 1997 until March 1998, and as Vice President and Chief
Financial Officer of the Zimmer Orthopedic Implant Division of Zimmer, Inc., a
subsidiary of Bristol-Myers Squibb Co. Mr. Pilholski is also a certified public
accountant.

Tom B. Scherpenberg (Age 44) - Vice President and Treasurer. Mr.
Scherpenberg has been Vice President and Treasurer since November 2000. Prior to
that time, he had been with Provident Financial Group as Vice President of
Credit Administration from February 2000 until November 2000, and as Vice
President of Commercial Lending from September 1993 until May 1999. Mr.
Scherpenberg also had been Chief Financial Officer of AEI Resources, a large
coal producer, from May 1999 until November 1999. Mr. Scherpenberg is also a
certified public accountant.

John F. Sullivan (Age 61) - Vice President of Strategic Business
Development. Mr. Sullivan has been our Vice President of Strategic Business
Development since December 2003. From October 2001 until December 2003, he
served as our Vice President and Controller. He had been Vice President - Chief
Financial Officer for Honeywell Incorporated's Friction Materials division from
1999 until May 2001. Mr. Sullivan had previously been employed as Vice President
- - Operations Controller for KN Energy, Inc. from 1998 until 1999, and Vice
President-Global Business Development and Control and Industrial Group
Controller for Vickers, Incorporated during the period from 1994 until 1998.

Brian Swartz (Age 31) - Vice President and Controller. Mr. Swartz has
been Vice President and Controller since December 2003. From August 2002 until
his appointment as Vice President and Controller, Mr. Swartz was our Director of
Corporate Financial Operations. Mr. Swartz was previously employed by Arthur
Andersen LLP, with his latest position as an experienced manager, from May 1994
until July 2002. He graduated magna cum laude from the University of Arizona and
was a member of the Warren Berger Entrepreneurship Program. Mr. Swartz is also a
certified public accountant.

EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following Summary Compensation Table sets forth the compensation
for the fiscal years indicated of our Chief Executive Officer and our four other
highest compensated executive officers during fiscal year 2003 (collectively,
the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
FISCAL YEAR ----------------------------------------------
ENDED ALL OTHER
NAME AND PRINCIPAL POSITION (NOVEMBER 30) SALARY ($) BONUS ($) COMPENSATION($)(1)
- -------------------------------------- ------------- ---------- ---------- ------------------

John H. Weber (2) 2003 647,917 625,000 99,511
President and Chief Executive Officer 2002 600,000 600,000 6,100
2001 225,000 -- 4,182

Thomas R. Pilholski (3) 2003 275,000 145,067(4) 34,453
Senior Vice President and Chief 2002 231,875 143,250 500
Financial Officer 2001 -- -- --

David G. Krall 2003 243,900 120,000 30,522
Senior Vice President, General 2002 240,000 137,450 6,100
Counsel and Secretary 2001 221,666 115,000 5,490

Gerald Mills (5) 2003 220,969 148,000 32,650
Senior Vice President of Human 2002 134,256 136,900 350
Resources 2001 -- -- --

John F. Sullivan (6) 2003 219,031 95,000 15,395
Vice President - Strategic Business 2002 215,000 75,850 600
Development 2001 31,009 30,000 100

(See notes on following page)

(1) For Fiscal 2003 this column includes the following amounts:

COMPANY MATCH COMPANY MATCH
CONTRIBUTIONS TO CONTRIBUTIONS TO
QUALFIED NON-QUALFIED
EAGLEPICHER EAGLEPICHER VALUE OF PAID SUPPLEMENTAL
NAME OF SALARIED 401(K) PLAN SALARIED 401(K) LIFE INSURANCE EXECUTIVE PENSION
EXECUTIVE OFFICER ($) PLAN ($) PREMIUMS ($) CONTRIBUTIONS OTHER ($)
- ------------------- -------------------- ---------------- -------------- ----------------- ---------

John H. Weber 6,000 13,625 600 62,500 16,786
Thomas R. Pilholski -- 8,250 600 20,915 4,688
David G. Krall 6,000 1,344 600 19,115 3,463
Gerald Mills 6,000 -- 600 14,887 11,163
John F. Sullivan 6,000 -- 600 -- 8,795

(2) Mr. Weber was named President and Chief Executive Officer effective
July 12, 2001.

(3) Mr. Pilholski was named Senior Vice President and Chief Financial
Officer effective February 18, 2002.

(4) Includes $10,067 of a $100,000 bonus awarded in connection with the
refinancing of certain of our debt in 2003 that will be paid in
installments over the next 5 years.

(5) Mr. Mills was named Senior Vice President of Human Resources effective
April 22, 2002.

(6) Mr. Sullivan was named Vice President effective October 2001.

Long-Term Incentive Plan Awards

In June 2002 we adopted a "Long-Term Bonus Program" effective December
1, 2001. This program provides for the grant of units to certain members of
management. Individuals are rewarded based on the growth of a unit's value over
time. The unit value is determined based on a multiple (6.54x) of our earnings
before interest, taxes, depreciation and amortization (EBITDA) less net debt and
preferred stock, all as defined and as adjusted for certain items as provided in
the terms of the program. On December 1, 2002, 469,800 units were granted to
participants in the Bonus Program. The units vest ratably over three years and
can be redeemed by the individuals after the vesting period and up to five
years, which is when the units expire. No award payments can be made until the
earlier of a) September 2004, or b) Dakruiter S.A., a company controlled by
Granaria Holdings B.V., our controlling common shareholder, sells all shares of
our preferred stock owned by it. Additionally, the potential annual payment of
any vested units is limited to certain conditions to prevent any undue financial
stress. The following Long-Term Incentive Plan Awards Table sets forth the units
granted to each of the Named Executive Officers above during the fiscal year
ended November 30, 2003:

LONG-TERM INCENTIVE PLAN AWARDS TABLE

ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
PERFORMANCE OR PRICE-BASED PLANS
OTHER PERIOD UNTIL ----------------------------------------
NUMBER MATURATION OR THRESHOLD MAXIMUM
NAME OF EXECUTIVE OFFICER OF UNITS PAYOUT ($ OR #) TARGET ($)(1) ($ OR #)
- ------------------------- -------- ------------------ --------- ------------- -------

John H. Weber 150,000 5 years N/A 3,459,000 N/A
David G. Krall 27,950 5 years N/A 644,527 N/A
Thomas R. Pilholski 34,175 5 years N/A 788,076 N/A
Gerald Mills 22,200 5 years N/A 511,932 N/A
John F. Sullivan 10,025 5 years N/A 231,177 N/A

(1) Target value represents the projected payout assuming we achieve a 10% year
over year EBITDA (as defined in the plan) growth rate and meet our
projected net debt (as defined in the plan) targets.

We have adopted a program to pay a bonus to certain executive officers
if and when either (a) 90% of the 11 -3/4% Cumulative Redeemable Exchangeable
Preferred Stock issued by our Parent is redeemed for cash or (b) 90% of the
preferred stock (or any other security for which the preferred stock is
exchanged) is sold for cash, in either case at a price equal to at least 75% of
its liquidation preference, by the persons who owned it on October 15, 2003. As
of October 15, 2003, Granaria Holdings, Inc., our parent's controlling common
shareholder, controlled 78% of the preferred stock. The following table sets
forth the amount of the bonuses:

NAME OF EXECUTIVE OFFICER BONUS
- ------------------------- ---------

John H. Weber $ 400,000
Thomas R. Pilholski $ 150,000
Gerald T. Mills $ 150,000
John F. Sullivan $ 100,000
David G. Krall $ 50,000

Retirement Benefits

The following tables show the estimated total combined annual benefits payable
to the Named Executive Officers upon retirement at age 65 under the EaglePicher
Salaried Plan ("Salaried Plan") and nonqualified EaglePicher Pension Restoration
Plan ("Restoration Plan"), computed on the basis of a straight-life annuity.
Amounts payable to any executive officer may be calculated by adding the
benefits payable under the Salaried Plan to those payable under the Restoration
Plan. For example, assume an executive officer who after 15 years of service has
a final average pay of $500,000. Benefits payable to that executive officer
would equal $56,189 from the Salaried Plan added to $96,744 payable under the
Restoration Plan for a total of $152,933. Final average pay under the Salaried
Plan is shown only at $200,000 because, as described below, federal law limits
the maximum compensation that can be taken into account under qualified plans to
$200,000. All the Named Executive Officers have total compensation in excess of
$200,000.

SALARIED PLAN TABLE

YEARS OF SERVICE
FINAL AVERAGE ---------------------------------------------------------------
PAY 10 15 20 25 30 35+
- ------------- -------- -------- -------- -------- -------- --------

200,000 $ 37,459 $ 56,189 $ 74,918 $ 80,295 $ 89,674 $ 89,674

RESTORATION PLAN TABLE

YEARS OF SERVICE
FINAL AVERAGE ---------------------------------------------------------------
PAY 10 15 20 25 30 35+
- ------------- -------- -------- -------- -------- -------- --------

250,000 $ 10,753 $ 16,129 $ 21,505 $ 22,849 $ 25,000 $ 25,000
300,000 21,505 32,258 43,011 45,699 50,000 50,000
350,000 32,258 48,387 64,516 68,548 75,000 75,000
400,000 43,011 64,516 86,022 91,398 100,000 100,000
450,000 53,763 80,645 107,527 114,247 125,000 125,000
500,000 64,516 96,774 129,032 137,097 150,000 150,000
550,000 75,269 112,903 150,538 159,946 175,000 175,000
600,000 86,022 129,032 172,043 182,796 200,000 200,000
650,000 96,774 145,161 193,548 205,645 225,000 225,000
700,000 107,527 161,290 215,054 228,495 250,000 250,000
750,000 118,280 177,419 236,559 251,344 275,000 275,000
800,000 129,032 193,548 258,065 274,194 300,000 300,000
850,000 139,785 209,677 279,570 297,043 325,000 325,000
900,000 150,538 225,806 301,075 319,892 350,000 350,000
950,000 161,290 241,935 322,581 342,742 375,000 375,000
1,000,000 172,043 258,065 344,086 365,591 400,000 400,000
1,050,000 182,796 274,194 365,591 388,441 425,000 425,000
1,100,000 193,548 290,323 387,097 411,290 450,000 450,000

RESTORATION PLAN TABLE

YEARS OF SERVICE
FINAL AVERAGE ---------------------------------------------------------------
PAY 10 15 20 25 30 35+
- ------------- -------- -------- -------- -------- -------- --------

1,150,000 204,301 306,452 408,602 434,140 475,000 475,000
1,200,000 215,054 322,581 430,108 456,989 500,000 500,000
1,250,000 225,806 338,710 451,613 479,839 525,000 525,000
1,300,000 236,559 354,839 473,118 502,688 550,000 550,000
1,350,000 247,312 370,968 494,624 525,538 575,000 575,000
1,400,000 258,065 387,097 516,129 548,387 600,000 600,000
1,450,000 268,817 403,226 537,634 571,237 625,000 625,000
1,500,000 279,570 419,355 559,140 594,086 650,000 650,000

The Salaried Plan is a non-contributory defined benefit pension plan in
which the Named Executive Officers are participants. The Salaried Plan provides
benefits after retirement based on the highest average monthly compensation
during five consecutive years of the last ten years preceding retirement. In
2003, federal law limited the maximum amount of annual compensation that can be
taken into account under the Salaried Plan to $200,000. A percentage, based on
years of service, of an employee's expected Social Security benefit is used as
an offset in the formula. For 2003 retirements, the Social Security benefit is
$20,652. The Restoration Plan is a non-contributory nonqualified defined benefit
pension plan which provides benefits after retirement based on the highest
average monthly compensation during five consecutive years of the last ten years
preceding retirement in excess of the federal limit. For purposes of the
Salaried Plan and the Restoration Plan, compensation includes base salary and
annual incentive payments. These payments are reported in the Summary
Compensation Table.

In December 2002, our board of directors authorized us to change from
final average pay plans, as described above, to a cash-balance pension plan and
pension restoration plan effective January 1, 2004. All benefits earned through
December 31, 2003 under the Salaried Plan and the Restoration Plan will be
unchanged.

The estimated credited years of service for the Named Executive
Officers at age 65 will be:

NAME OF EXECUTIVE OFFICER ESTIMATED YEARS OF CREDITED SERVICE
- ------------------------- -----------------------------------

John H. Weber 20
David G. Krall 28
Thomas R. Pilholski 18
Gerald Mills 14
John F. Sullivan 5

Employment Agreement

Mr. Weber has an Employment Agreement with the Company's wholly-owned
subsidiary Eagle-Picher Industries, Inc. ("EPI"), which became effective on July
15, 2001, pursuant to which he has served as President and Chief Executive
Officer of EPI since July 12, 2001. Under the agreement, Mr. Weber initially
received a base salary of $600,000 per year (which commenced July 15, 2001) and
is entitled to an annual incentive bonus based on the achievement of agreed-upon
objectives for the year. The agreement also entitles Mr. Weber to:

(a) participate in all EPI pension, health, welfare and other
benefit plans in effect for executives;

(b) miscellaneous perquisites, including the use of an automobile
(and a tax gross-up for related payments made by EPI), payment
of club dues;

(c) a cash bonus if certain preferred stock of EPI currently held
by an affiliated entity (Dakruiter SA) is refinanced by a
transfer to EPI or a third party for cash or other liquid
assets, with the amount of the

bonus being a percentage of the Dakruiter SA's profit (as
defined) from the transaction but not less than $2.5 million
if the refinancing is completed at 100% of the face value of
the shares; and

(d) participate in the Long-Term Bonus Program.

Mr. Weber's employment is terminable by EPI for "cause," by him for
"good reason" (each as defined in the agreement), and by either party without
cause or good reason on 90 days' written notice. If the Company terminates Mr.
Weber's employment without cause, or he terminates his employment for good
reason, Mr. Weber will be entitled to severance pay equal to 18 months of his
then-current base salary, to 150% of his annual bonus for the preceding year and
to a pro-rata portion of the prior year's annual bonus for the portion of the
year in which employment terminates, as well as to continuation of his benefits
and perquisites for the 18-month severance period. In addition, Mr. Weber will
be entitled to a preferred stock financing bonus if a refinancing is completed
during the severance period and to specified continuing rights to his long-term
cash bonuses.

Mr. Weber agreed to amend his employment agreement to delete the long
term cash bonus provisions in exchange for participation in the long term bonus
program described above. However, there is an understanding that Mr. Weber will
receive five annual grants of 150,000 units per year under the Long Term Bonus
Program. He has received two such grants to date.

Severance Plan

EPI has adopted a severance plan for executive officers (the "Severance
Plan"). Under the terms of the Severance Plan, if a participant is terminated
other than for cause, he is entitled to:

(a) salary continuation (at the then-current base salary) for a period
of one year plus one week for each completed year of service, and

(b) continued group medical and group life insurance benefits for the
same period as set forth in (a).

Benefits will not be paid if a participant voluntarily leaves the
employ of EPI or remains employed by EPI following a change of control.
Continued insurance benefits will be discontinued if comparable benefits are
offered by a new employer.

COMPENSATION OF DIRECTORS

Directors who are not employees receive an annual retainer of $50,000,
payable quarterly, with no additional fees for attendance or committee
membership, except for Dr. Wendelin Wiedeking who was issued 2,500 shares of
Common Stock in the Company in 1999 in lieu of the retainer, and except for Mr.
Iedema, who was appointed without a retainer. Directors who are also employees
receive no fees for their services as Directors.

We have an Incentive Stock Plan for Outside Directors. Under the Plan,
non-employee directors who also are directors of EPI may be awarded shares of
our Class A Common Stock in lieu of directors' fees. The right to receive the
shares is conditioned on the participant's execution of a shareholders'
agreement which, among other things, governs the transferability of the shares,
and a voting trust agreement under which the shares are held of record and voted
by Granaria Holdings B.V. In connection with his becoming a director, Dr.
Wendelin Wiedeking was awarded 2,500 shares as of April 12, 1999. All or a
portion of the shares will be forfeited, in accordance with a declining scale of
20% per year, if Dr. Wiedeking leaves either Board prior to April 12, 2004. The
forfeiture provisions terminate in the event of Dr. Wiedeking's death or
incapacity or if a change of control occurs or an initial public offering is
made. If Dr. Wiedeking is involuntarily removed from the Boards, other than for
cause, EPI will reimburse him for his tax liability relating to any forfeited
shares.

Joel P. Wyler and Daniel C. Wyler, as named Directors of us and EPI,
provide services on behalf of Granaria Holdings B.V. All directors' fees due as
a result of their services as named Directors are paid to Granaria Holdings B.V.

VOTING SECURITIES

The only class of securities of the Company entitled to act by written
consent is the Company's common stock. As of March 15, 2004, the record date for
determining holders of common stock entitled to act by written consent,
1,000,000 shares were outstanding and are entitled to one vote per share.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the
beneficial ownership of our common stock as of March 15, 2004, by each person
known to us to beneficially own 5% or more of our outstanding shares of common
stock, currently our only voting security and of our directors and executive
officers.

SHARES BENEFICIALLY OWNED
----------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE OF SHARES
- --------------------------------------- ---------------- --------------------

Granaria Holdings B.V. (1),(2),(3), (4) 625,001 62.5%

Joel P. Wyler (1),(2),(3), (4) 625,001 62.5%

Daniel C. Wyler (1),(2),(3), (4) 625,001 62.5%

ABN AMRO Participaties B.V. (5) 374,999 37.5%
P.O. Box 283 AA4140
Amsterdam 1000 EA
The Netherlands

Harbourgate B.V. (1), (6) 101,000 10.1%

Dr. Wendelin Wiedeking (7) 2,500 *

John H. Weber (7) 2,000 *

Bert Iedema (7) 6,000 *

Thomas R. Pilholski (7) 1,000 *

All Directors and Executive Officers 625,001 62.5%

* Less than one percent

(1) Granaria Holdings B.V. is owned indirectly 50.1% by Joel P. Wyler and 49.9%
by Daniel C. Wyler. The address for all of such shareholders is Lange
Voorhout 16, P.O. Box 233, 2501 CE The Hague, The Netherlands.

(2) Includes 424,001 shares held by Granaria Industries B.V., which is majority
owned by Granaria Holdings B.V. and 101,000 shares held by Harbourgate
B.V., which is controlled by Granaria Holdings B.V.

(3) Includes 16,500 shares held by Granaria Holdings B.V. as voting trustee
either for certain members of management or for the Company.

(4) Includes 11,000 shares held by Dakruiter SA, a Luxembourg corporation, of
which Granaria Holdings has the right to direct voting.

(5) Includes 284,999 shares held by Lange Voorhout Investments B.V., a
subsidiary of ABN AMRO Participaties N.V., and 90,000 shares held by
Dakruiter SA, a Luxembourg corporation, for which ABN AMRO Participaties
N.V., has the right to direct voting.

(6) Harbourgate B.V. is controlled by Granaria Holdings B.V.

(7) The address for all of such shareholders is c/o EaglePicher Incorporated,
3402 E. University Dr., Phoenix, Arizona 85034.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We have an advisory and consulting agreement with Granaria Holdings
B.V., our controlling common shareholder, pursuant to which we pay Granaria
Holdings B.V. an annual management fee of $1.8 million. The agreement terminates
on the earlier of February 24, 2008 or the end of the fiscal year in which
Granaria Holdings, B.V. and its affiliates, in the aggregate, beneficially owns
less than 10% of our outstanding common stock. Fees and expenses relating to
these services amounted to $2.1 million in 2001, $2.2 million in 2002 and $2.0
million in 2003.

During 2002, we paid $0.8 million which is included in Other Assets, in
our balance sheets to a start-up technology manufacturing company for the
exclusive right to manufacture the start-up company's battery technology. During
the third quarter of 2003, we converted this exclusive right to manufacture into
a 6.0% interest in such start-up company. In addition, an entity affiliated with
Granaria Holdings, B.V., our controlling common shareholder, invested $1,975,000
(including $75,000 from Mr. Bert Iedema, one of our directors) for a 14.8125%
interest, and Thomas R. Pilholski, our Senior Vice President and Chief Financial
Officer invested $200,000 for a 1.5% interest. In addition, John H. Weber, our
President and Chief Executive Officer, invested $20,000 and David G. Krall, our
Senior Vice President and General Counsel, invested $5,000. Mr. Weber and Mr.
Krall received less than 1% interest for their investments. In September 2003,
we paid an additional $426,667 to this start-up technology manufacturing company
for an incremental 2.7560% interest (our total interest in this entity is
8.7560%). Granaria Holdings B.V. through an affiliate invested an additional
$1,053,333 for an incremental 6.8038% interest (including $36,744 from Mr.
Iedema), and Mr. Pilholski invested an additional $106,667 for an incremental
0.6890% interest. Mr. Weber invested an additional $10,667 and Mr. Krall
invested an additional $2,667. Mr. Weber and Mr. Krall continue to own less than
1%. We, the affiliates of Granaria Holdings B.V., and Messrs. Weber, Pilholski
and Krall will also receive a priority distribution of 60% of the any cash
distributed until they have received three times their total investment. In
addition, Noel Longuemare, a director of our wholly-owned subsidiary,
EaglePicher Technologies, LLC, holds a 4.2687% interest in this start-up
company.

Granaria Holdings, B.V., our controlling common shareholder, controls
approximately 78% of our outstanding 11.75% Cumulative Redeemable Exchangeable
Preferred Stock.

On August 31, 2003, Bert Iedema, one of our directors and an executive
officer of Granaria Holdings, B.V., our controlling common shareholder,
purchased 5,000 shares of our common stock from one of our former officers.

Certain of our directors and current and former officers have entered
into a voting trust agreement with Granaria Holdings, B.V., our controlling
common shareholder, pursuant to which Granaria Holdings B.V. is the voting
trustee and holder of record of the shares of our common stock that are
beneficially owned by these directors and officers. These directors and officers
also have executed a shareholders agreement, which, among other things, contains
transfer restrictions regarding the directors' and officers' ability to transfer
their beneficial interests in our common stock.

During 2003, we sold to our controlling common shareholder, Granaria
Holdings B.V., Bert Iedema, one of our directors and an executive officer of
Granaria Holdings B.V., and two of our executive officers the 69,500 shares of
common stock held in our Treasury for $13.00 per share, or $0.9 million. In
connection with this stock issuance, we reclassified the balance in our
Treasury, or $7.2 million, to Additional Paid in Capital in our accompanying
balance sheets.

INDEPENDENT PUBLIC ACCOUNTANTS

The following table gives certain fees paid to Deloitte & Touche LLP,
the member firms of Deloitte Touche Tohmatsu, and their respective affiliates
(collectively, the "Deloitte Entities") the Company's independent accounting
firm for the last two fiscal years:

FISCAL YEAR ENDED AUDIT FEES (1) AUDIT-RELATED FEES (2) TAX FEES ALL OTHER FEES
- ----------------- -------------- ---------------------- -------- --------------

2003 $ 918,501 $ 282,515 $ 575,776 --
2002 827,560 448,840 290,855 $ 254,867

(1) Includes fees for international statutory audits. Fees for the year
2002 have been restated from our prior year Information Statement to
reflect $125,000 in fees paid for statutory audits that was previously
reflected under Audit-Related Fees.

(2) Audit-related fees include fees for benefit plan audits, internal
control reviews and consultation on accounting standards and
transactions.

Pursuant to our Audit Committee charter, all audit and nonaudit
services provided by our independent auditor are preapproved by either the full
Audit Committee or by one or more designated members of the committee with any
such preapproval reported to the full Audit Committee at its next regularly
scheduled meeting. All of the services provided by the Deloitte Entities in
fiscal 2003 were preapproved by the Audit Committee.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee's compensation policies for the Company's
executive officers are as follows.

Base Pay

Initially, the base salaries of executive officers were determined at
the time they joined Eagle Picher. At that time, pay was determined based on
their previous experience and salary and their expected contribution to the
Company in their new role. Our objective is to have base pay at the median of a
comparator group of companies for similar positions. In determining salary
increases, we look at current pay in relation to market competitiveness and
individual contribution as determined by the CEO and the Committee based upon
specific quantifiable goals for the year.

Annual Incentive

The target incentive opportunity for each position is determined by the
competitive practice of our comparator companies. Our objective is to have these
targets set below the median of these Companies. The funding of the annual
incentive plan for this group in 2003 was based on EBITDA growth and Net Debt
reduction. Actual corporate results on these measures determined the funding
pool for all participants. Each individual has several key goals for the year
and the actual individual payment from the pool was based on the individual's
accomplishment of his specified goals.

Long Term Incentives

The actual unit awards were based upon competitive compensation targets
of our comparator companies and the CEO's and the Committee's determination of
the individual's expected contribution to longer term value creation. Our
objective is to provide greater than median pay for longer term value creation
that exceeds the comparator group.

The base salary of the CEO was determined at the time he was hired in
2001 and was based upon his previous experience and salary and his expected
contribution in the new role. Like the other executive officers, the funding for
the annual incentive plan was based on EBITDA growth and Net Debt reduction. The
CEO's bonus was determined by reviewing his performance against his key goals
for the year which included EBITDA growth, Net Debt reduction, meeting all debt
covenants, development of strategy for the bank and bond refinancing, and
driving leadership change throughout the organization. His long term awards
units were based upon an agreement made at the time he was hired.

/s/ Joel P. Wyler /s/ Bert Iedema
- ------------------------------- -------------------------------
Dr. Joel P. Wyler Bert Iedema Compensation
Compensation Committee Chairman Compensation Committee Memberer

/s/ Daniel C. Wyler /s/ Lloyd Cotsen
- ------------------------------- -------------------------------
Daniel C. Wyler Lloyd Cotsen
Compensation Committee Member Compensation Committee Memberer

December 16, 2002

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process
on behalf of the board of directors. Management has the primary responsibility
for the financial statements and the reporting process, including the system of
internal control. In fulfilling its oversight responsibilities, the Committee
reviewed the audited financial statements in the Annual Report with management,
including a discussion of the quality, not just the acceptability, of the
accounting principles; the reasonableness of significant judgments; and the
clarity of disclosures in the financial statements.

The Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the committee under generally accepted auditing standards (including
Statement on Auditing Standards No. 61). In addition, the Committee has
discussed with the independent auditors the auditors' independence from
management and the Company, including the matters in the written disclosures
required by the Independence Standards Board (including Independence Standards
Board Standard No. 1), and considered the compatibility of nonaudit services
with the auditors' independence.

The Committee discussed with the Company's independent auditors the
overall scope and plans for its audit. The Committee met with the Company's
independent auditors, with and without management present, to discuss the
results of their examination, their evaluation of the Company's internal
controls, and the overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, the
Committee approved that the audited financial statements be included in the
Annual Report on Form 10-K for the year ended November 30, 2003 for filing with
the Securities and Exchange Commission. The Committee and the board have also
recommended the selection of the Company's independent auditors.

/s/ Pierre J. Everaert /s/ Bert Iedema
- ------------------------------- -------------------------------
Pierre J. Everaert Bert Iedema
Audit Committee Chairman Audit Committee Member

/s/ Lloyd Cotsen
- -------------------------------
Lloyd Cotsen
Audit Committee Member

March 26, 2004