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2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-K/A
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-8142
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ENGELHARD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-1586002
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
101 WOOD AVENUE, ISELIN, NJ 08830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(732) 205-5000 Securities registered pursuant to
Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, par value $1 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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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 12 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. Yes [X] No [ ]
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. Yes [X] No [ ]
Number of shares of common stock outstanding as of March 23, 2001 -
129,969,342.
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Explanatory Note to Amendment: The registrant hereby amends its Annual
Report on Form 10-K for the fiscal year ended December 31, 2000 by adding the
information required by Items 10 (with respect to directors), 11, 12 and 13 of
Part III of Form 10-K. No other changes are made. Unless otherwise stated, all
information set forth in this Form 10-K/A is as of March 30, 2001.
PART III
Item 10. Directors and Executive Officers of the Registrant
Our Board of Directors consists of three classes, Class I, Class II and
Class III, each class serving for a full three-year term. Mr. Napier and Mrs.
Pace, both of whom are Class II Directors, are nominees for reelection as Class
II Directors at the Annual Meeting. If elected, they will serve until 2004. The
Class III Directors will be considered for reelection at our 2002 Annual
Meeting. The Class I Directors will be considered for reelection at our 2003
Annual Meeting. Linda G. Alvarado and William R. Loomis, formerly Class II
Directors, resigned from the Board of Directors and the Board of Directors has
reduced the number of seats on the Board from ten to eight.
Mr. Smith has been a member of the Board of Directors since 1981, Mr.
Richards since 1983, Mr. Antonini since 1985, Mr. Napier since 1986, Mrs. Pace
since 1987, Mr. Watson since 1991, Mr. Perry since 1997. Mr. Slack joined the
Board of Directors in 1981, resigned on May 21, 1999 and was re-elected to the
Board of Directors as a Class I Director on June 3, 1999.
Directors will be elected by the affirmative vote of a majority of the
votes cast at the Meeting.
The following table sets forth the name and age of each nominee and
Director; all other positions and offices, if any, now held by him or her with
Engelhard and his or her principal occupation during the last five years.
Nominees For Reelection At This Meeting, Ages,
Principal Business Experience During The
Past Five Years, Board Memberships (Class II)
JAMES V. NAPIER
Age 64. Chairman of Scientific-Atlanta, Inc., a communications
manufacturing company, from prior to 1996 to November 2000.
Mr. Napier is also a director of Intelligent Systems Corporation, Vulcan
Materials Company, McKesson HBOC, Inc., Personnel Group of America, Inc. and
Wabtec Corporation.
NORMA T. PACE
Age 79. Partner, Paper Analytics Associates, a planning and consulting
company, from prior to 1996.
Mrs. Pace is also a director of Hasbro, Inc.
-2-
Directors With Terms Expiring May 2002,
Ages, Principal Business Experience During The
Past Five Years, Board Memberships (Class III)
BARRY W. PERRY
Age 54. Chairman and Chief Executive Officer of Engelhard since January
2001; President and Chief Operating Officer from 1997 until 2001; previously
Group Vice President and General Manager of the Appearance and Performance
Technologies Group (formerly the Pigments and Additives Group) from prior to
1996 to 1997.
Mr. Perry is also a director of Arrow Electronics, Inc.
REUBEN F. RICHARDS
Age 71. Retired Chairman of the Board of Terra Industries Inc.; Retired
Chairman of the Board of Minorco (U.S.A.); Retired Non-Executive Chairman of the
Board of Engelhard.
Mr. Richards is also a director of Santa Fe Energy Resources, Inc., Ecolab,
Grupo Financiero Banorte and Potlatch Corporation.
ORIN R. SMITH
Age 65. Chairman and Chief Executive Officer of Engelhard from prior to
1996 to December 2000.
Mr. Smith is also a director of Ingersoll-Rand Company, Applera Corporation
and Vulcan Materials Company.
Directors With Terms Expiring May 2003,
Ages, Principal Business Experience During The
Past Five Years, Board Memberships (Class I)
MARION H. ANTONINI
Age 70. Principal of Kohlberg & Co., a private merchant banking firm, since
March 1998. Chairman and Chief Executive Officer of Welbilt Corporation from
prior to 1996 to 1998.
Mr. Antonini is also a director of Vulcan Materials Company,
Scientific-Atlanta, Inc., Color Spot Nurseries, Inc. and Holley Performance
Products, Inc.
HENRY R. SLACK
Age 51. Chairman of Task (USA) Inc., a private investment company, since
June 1999. Chief Executive of Minorco, an international national resources
company, from prior to 1996 to June 1999.
Mr. Slack is also a director of Terra Industries Inc. and South African
Breweries plc.
-3-
DOUGLAS G. WATSON
Age 56. President, Chief Executive Officer and Director of ValiGen N.V., a
biotechnology company, since June 2000. Chief Executive Officer of Pittencrieff
Glen Associates, a management consulting firm, since June 1999. President, Chief
Executive Officer and Director of Novartis Corporation, a life sciences company,
from January 1997 to May 1999. President of the Pharmaceuticals Division of
CIBA-GEIGY Corporation from prior to 1996 to January 1997.
Mr. Watson is also a director of Dendreon Corporation.
How Often Did the Board Of Directors Meet During 2000?
Our Board of Directors held a total of 13 meetings during 2000. During 2000
all of our Directors attended more than 75% of the meetings of the Board and
meetings of committees of the Board on which they served.
Item 11. Executive Compensation
The following table sets forth the compensation paid by us for services
rendered in all capacities during each of the last three fiscal years to our
Chief Executive Officer and our other four most highly compensated Executive
Officers.
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SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards (3) (4)
o Other
Annual Restricted All Other
Compensation Stock Compensation
Award(s) ($) Options
Year Salary ($) Bonus ($) ($) (5) (6) (#) ($)
Orin R. Smith, 2000 1,000,000 2,000,000 -- -- -- $4,062,500(7)
Director,............
Chairman and Chief 1999 950,000 1,852,500 -- 609,496 715,920 --
Executive Officer (1) 1998 864,996 1,750,000 -- 554,093 608,279 --
Barry W. Perry, 2000 500,000 790,000 -- 507,247 67,184 --
Director,............
President and Chief 1999 428,660 687,600 -- 289,716 334,236 --
Operating Officer(2) 1998 372,744 630,000 -- 250,380 279,519 --
Arthur A. Dornbusch, II,. 2000 297,000 290,000 7,731 240,090 31,796 --
Vice President, General 1999 284,936 277,100 6,624 149,812 127,822 --
Counsel and Secretary 1998 276,636 275,000 5,656 141,668 106,351 --
John C. Hess,............ 2000 224,000 182,750 -- 134,881 17,860 --
Vice President, 1999 205,878 168,300 -- 84,857 66,894 --
Human Resources 1998 194,350 165,000 -- 80,048 58,057 --
Peter B. Martin,......... 2000 210,000 120,000 -- 79,841 10,564 --
Vice President, 1999 199,157 117,000 -- 52,951 39,683 --
Investor Relations 1998 190,928 117,000 -- 50,115 33,237 --
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(1) Mr. Smith retired as Chairman and Chief Executive Officer on December 31,
2000.
(2) Mr. Perry was elected Chairman and Chief Executive Officer effective
January 1, 2001.
(3) Our Key Employees Stock Bonus Plan, our Stock Option Plan and our Annual
Restricted Cash Incentive Compensation Plan provide for acceleration of
vesting in the event of a "change in control." For information on what
constitutes a "change in control," see "Employment Contracts, Termination
of Employment and Change in Control Arrangements" under Item 11.
(4) In December 2000, pursuant to Engelhard's Annual Restricted Cash Incentive
Compensation Plan, restricted cash awards were made as follows:
Vesting Period From
Date of Grant Maximum Future
Estimated Payouts
Barry W. Perry.................... 4 years $ 1,250,000
Arthur A. Dornbusch, II........... 4 years $ 335,000
John C. Hess...................... 4 years $ 182,000
Peter B. Martin................... 4 years $ 105,000
-5-
Awards vest in equal annual increments, subject to continued employment.
(5) Represents interest accrued during 1998, 1999 and 2000 in excess of 120% of
the applicable federal interest rate with respect to salary deferrals.
(6) As of December 31, 2000, Messrs. Smith, Perry, Dornbusch, Hess and Martin
held 81,098, 36,238, 19,721, 10,723 and 6,264 unvested shares,
respectively, of stock which were awarded pursuant to our Key Employees
Stock Bonus Plan having a market value of $1,652,368, $738,353, $401,807,
$218,485 and $127,625, respectively. The foregoing amounts do not include
the reported grants, which were made in February 2001 for services rendered
during 2000. Restricted stock awards of Engelhard's Common Stock granted
under the Key Employees Stock Bonus Plan vest in five equal annual
installments commencing on February 1 in the year following the grant.
Vesting will be accelerated upon the occurrence of a "change in control."
We pay dividends on restricted stock, if and to the extent paid on Common
Stock generally, but pay no dividends on stock options. For information on
what constitutes a "change in control," see "Employment Contracts,
Termination of Employment and Change in Control Arrangements" under Item
11.
(7) Represents cash payments of $1,562,500 and $2,500,000 made to Mr. Smith in
lieu of the equity and restricted cash awards which were given to the other
Executive Officers.
-6-
The following table sets forth information concerning individual grants of
stock options made under the Stock Option Plan in February 2001 for services
rendered during 2000 by each of the named Executive Officers.
Option Grants For Services Rendered During 2000
Grant Date
Individual Grants Value
Number of % of Total
Securities Options Granted
Underlying to Employees for Grant Date
Options Services Rendered Exercise or Present Value
Granted (#) During 2000 Base Price Expiration ($) (2)
Name (1) ($/SH) Date
Orin R. Smith.................... -- -- -- -- --
Barry W. Perry................... 67,184 9% 22.75 02/01/11 511,270
Arthur A. Dornbusch, II.......... 31,796 4% 22.75 02/01/11 241,968
John C. Hess..................... 17,860 2% 22.75 02/01/11 135,915
Peter B. Martin.................. 10,564 1% 22.75 02/01/11 80,392
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(1) Options have a ten-year term and vest in four equal annual installments
beginning on the first anniversary of the date of grant. Vesting will be
accelerated upon the occurrence of a "change in control." For information
as to what constitutes a "change in control," see "Employment Contracts,
Termination of Employment and Change in Control Arrangements" under Item
11.
(2) The Black-Scholes option pricing model was chosen to estimate the grant
date present value of the options set forth in this table. Our use of this
model should not be construed as an endorsement of its accuracy at valuing
options. All stock option valuation models, including the Black-Scholes
model, require a prediction about the future movement of the stock price.
The real value of the options in this table depends upon the actual changes
in the market price of the Common Shares during the applicable period. The
model assumes:
(a) an option term of 5 years, which represents anticipated exercise
trends for the named Executive Officers;
(b) an interest rate of 5.1% that represents the current yield curves as
of the grant dates;
(c) an average volatility of approximately 35% calculated using average
weekly stock prices for the five years prior to the grant date; and
(d) a dividend yield of approximately 1.8% (the current dividend yield).
-7-
The following table sets forth information concerning each exercise of
stock options during 2000 by each of the named Executive Officers and the value
of unexercised options at December 31, 2000.
Aggregate Option Exercises In 2000 And Values At December 31, 2000
Number of Securities
Shares Underlying Value of Unexercised
Acquired on Unexercised Options at In-The-Money Options at
Value December 31, 2000 (#) December 31, 2000 ($)
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
Orin R. Smith................ 0 0 3,627,116 0 8,841,384 0
Barry W. Perry............... 0 0 556,522 515,181 965,001 1,057,911
Arthur A. Dornbusch, II...... 0 0 321,505 208,791 703,455 436,979
John C. Hess................. 0 0 92,095 111,149 176,448 238,468
Peter B. Martin.............. 0 0 34,741 64,134 62,873 141,481
The following table shows estimated annual pension benefits payable to a
covered participant at normal retirement age under our qualified defined benefit
pension plan, as well as the non-qualified supplemental pension plan. This
non-qualified plan provides benefits that would otherwise be denied participants
by reason of certain Internal Revenue Code limitations on qualified plan
benefits and provides enhanced benefits for certain named key executives,
including the individuals named in the Summary Compensation Table, based on
remuneration that is covered under the plans and years of service with Engelhard
and its subsidiaries.
Pension Plan Table
Years of Service
Final Average Pay 15 Years 20 Years 25 Years 30 Years 35 Years
$ 200,000.............. 63,402 87,402 111,402 135,402 135,402
400,000.............. 135,402 183,402 231,402 279,402 279,402
600,000.............. 207,402 279,402 351,402 423,402 423,402
800,000.............. 279,402 375,402 471,402 567,402 567,402
1,000,000.............. 351,402 471,402 591,402 711,402 711,402
1,200,000.............. 423,402 567,402 711,402 855,402 855,402
1,400,000.............. 495,402 663,402 831,402 999,402 999,402
1,600,000.............. 567,402 759,402 951,402 1,143,402 1,143,402
1,800,000.............. 639,402 855,402 1,071,402 1,287,402 1,287,402
2,000,000.............. 711,402 951,402 1,191,402 1,431,402 1,431,402
2,200,000.............. 783,402 1,047,402 1,311,402 1,575,402 1,575,402
2,400,000.............. 855,402 1,143,402 1,431,402 1,719,402 1,719,402
2,600,000.............. 927,402 1,239,402 1,551,402 1,863,402 1,863,402
2,800,000.............. 999,402 1,335,402 1,671,402 2,007,402 2,007,402
3,000,000.............. 1,071,402 1,431,402 1,791,402 2,151,402 2,151,402
3,200,000.............. 1,143,402 1,527,402 1,911,402 2,295,402 2,295,402
-8-
Years of Service
Final Average Pay 15 Years 20 Years 25 Years 30 Years 35 Years
3,400,000.............. 1,215,402 1,623,402 2,031,402 2,436,402 2,436,402
3,600,000.............. 1,287,402 1,719,402 2,151,402 2,577,402 2,577,402
A participant's remuneration covered by our pension plans is his or her
average monthly earnings, consisting of base salary and regular cash bonuses, if
any (as reported in the Summary Compensation Table), for the highest 60
consecutive calendar months out of the 120 completed calendar months next
preceding termination of employment. With respect to each of the individuals
named in the Summary Compensation Table under Item 11, credited years of service
under the plans as of December 31, 2000 are as follows: Mr. Smith, 29 years; Mr.
Perry, 12 years; Mr. Dornbusch, 24 years; Mr. Hess, 16 years; and Mr. Martin, 4
years. Benefits shown are computed as a straight line single life annuity
beginning at age 65 and the benefits listed in the Pension Plan Table are not
subject to any deduction for Social Security or other offset amounts.
Mr. Smith retired as Chairman and Chief Executive Officer on December 31,
2000. Pursuant to the terms of Engelhard's stock option plans, all options
previously granted to Mr. Smith that were not already exercisable became
exercisable on his retirement. Option grants to Mr. Smith prior to 1995
originally provided that such options would expire 90 days after his retirement.
On March 2, 2000, the Board of Directors elected to amend those option grants to
eliminate that 90 day rule to permit such options to expire at their original
expiration dates (i.e., as if Mr. Smith had not retired). In connection with his
retirement, Mr. Smith will receive certain benefits, including but not limited
to, title to his company car, access to secretarial services for a one year
period, medical and dental coverage through December 31, 2005 for himself and
his wife and the forgiveness of his obligation to repay Engelhard for a bond
posted for membership dues payable to John's Island Club Incorporated. Under a
proposed consulting arrangement, Mr. Smith receives $150,000 per annum to
provide up to thirty days of consulting services during 2001, and, if neither
party terminates the arrangement, during 2002. If Mr. Smith performs more than
thirty days of consulting services in either year at Engelhard's request, then
Mr. Smith will receive $5,000 per day for each day of services in excess of
thirty days for such year.
Pursuant to our Change in Control Agreements, we will provide severance
benefits in the event of a termination of an Executive (as defined), except a
termination:
(1) because of death,
(2) because of "Disability,"
(3) by Engelhard for "Cause," or
(4) by the Executive other than for "Good Reason,"
within the period beginning on the date of a "Potential Change in Control" (as
such terms are defined in the Change In Control Agreement) or "change in
control" (as defined below) and ending on the third anniversary of the date on
which a "change in control" occurs. The severance benefits include:
(1) the payment of salary to the Executive through the date of termination
of employment together with salary in lieu of vacation accrued;
(2) an amount equal to a pro-rated incentive pool award under our
Incentive Compensation Plan, determined as set forth in the Agreement;
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(3) an amount equal to two times the sum of the highest annual salary and
incentive pool award in effect during any of the preceding 36 months,
determined as set forth in the Agreement;
(4) continued coverage under our life, disability, health, dental and
other employee welfare benefit plans for up to two years;
(5) continued participation and benefit accruals under our Supplemental
Retirement Program for two years following the date of termination;
and
(6) an amount sufficient, after taxes, to reimburse the Executive for any
excise tax under Section 4999 of the Internal Revenue Code of 1986, as
amended.
Each of Messrs. Perry, Dornbusch, Hess and Martin is defined as an
Executive.
For purposes of our Change In Control Agreement, a "change in control" is
triggered if one of the following occurs:
(1) (1) twenty-five percent or more of our outstanding securities entitled
to vote in the election of directors shall be beneficially owned,
directly or indirectly, by any person or group of persons, other than
the groups presently owning the same, or
(2) a majority of our Board of Directors ceases to consist of the existing
membership or successors approved by the existing membership or their
similar successors, or
(3) shareholders approve a reorganization or merger with respect to which
the persons who were the beneficial owners of our outstanding voting
securities immediately prior thereto do not, following the
reorganization or merger, beneficially own more than 60% of the
outstanding voting securities of the corporation resulting from the
reorganization or merger in substantially the same proportions as
their ownership of our voting securities immediately prior thereto, or
(4) shareholder approval of either:
(a) a complete liquidation or dissolution of Engelhard or
(b) a sale or other disposition of all or substantially all of the
assets of Engelhard, other than to a corporation, with respect to
which following such sale or other disposition, more than 60% of
Engelhard's outstanding securities entitled to vote generally in
the election of directors are thereafter beneficially owned, in
substantially the same proportions, by all or substantially all
of the individuals and entities who were the beneficial owners of
such securities prior to such sale or other disposition.
Our Key Employees Stock Bonus Plan and our Stock Option Plans, in which all
of the Executive Officers participate, provide for the acceleration of vesting
of awards granted in the event of an acquisition of a control interest. If
vesting of awards under the Key Employees Stock Bonus Plan is accelerated, an
additional payment will be made to compensate for the loss of tax deferral. For
purposes of the stock option and stock bonus awards granted before March 7, 1996
under these Stock Option Plans and the Key Employees Stock Bonus Plan, an
accelerated vesting is triggered if either (1) or (2) in the above definition of
"change in control" occurs. For awards made on or after March 7, 1996, a
participant under these plans will, subject to such other conditions, if any, as
the Committee may impose, receive accelerated vesting of awards granted in the
event of a "change in control," as defined above, except that a "change in
control" is triggered by twenty percent, rather than twenty-
-10-
five percent, beneficial ownership of Engelhard's outstanding securities
entitled to vote in the election of directors, directly or indirectly, by any
person or group of persons, other than the groups presently owning the same.
Unless a contrary advance election is made, amounts deferred under our
Deferred Compensation Plan for Key Employees will be paid in a lump sum upon an
"acquisition of a control interest" (defined as described above for purposes of
awards made prior to March 7, 1996 under our Key Employees Stock Bonus Plan). If
payments are so accelerated, an additional payment will be made in order to
compensate for the loss of tax deferral. Under our Directors and Executives
Deferred Compensation Plans, which provided for elective deferrals of
compensation earned for years from 1986 through 1993, deferred amounts will be
paid at the time of an "acquisition of a control interest" if the participant
has made an advance election to that effect. In the event distribution of
deferred amounts is so accelerated, an additional payment will be made in order
to compensate for the loss of tax deferral resulting from the accelerated
payment. In addition, certain supplemental retirement benefits under our
Supplemental Retirement Program will vest upon a "change in control" (defined as
described above in the case of the Change in Control Agreements).
We have entered into a Supplemental Retirement Trust Agreement in order to
assist us in paying benefits under the Supplemental Retirement Program, each of
our deferred compensation plans and our Retirement Plan for Directors. We are
required to deposit funds in the trust sufficient to fund unpaid benefits under
each of such plans at the time of a "change in control" (defined as described
above for purposes of the Change in Control Agreements). The assets of the trust
will be subject to the claims of our creditors in the event of our bankruptcy or
insolvency.
Our Annual Restricted Cash Incentive Compensation Plan, which is provided
to all of the Executive Officers, provides for the acceleration of vesting of
awards granted in the event of the occurrence of a change in control. A
participant under this plan will, subject to such other conditions, if any, as
the Compensation Committee may impose, receive accelerated vesting of awards in
the event of a "change in control," as defined above, except that a "change in
control" is triggered by twenty percent, rather than twenty-five percent,
beneficial ownership of Engelhard's outstanding securities entitled to vote in
the election of directors, directly or indirectly, by any person or group of
persons, other than the persons presently owning the same.
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG ENGELHARD CORPORATION, S&P 500 INDEX
AND ALL S&P CHEMICALS
[LOGO]
December 31,
1995 1996 1997 1998 1999 2000
Engelhard Corporation......... 100.00 89.38 82.75 94.84 93.75 103.60
S&P 500....................... 100.00 122.96 163.98 210.85 255.21 231.98
All S&P Chemicals............. 100.00 118.37 142.83 128.77 153.96 133.95
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* Assumes $100 invested on December 31, 1995 in each referenced group with
reinvestment of dividends.
-11-
Item 12. Security Ownership of Certain Beneficial Owners and Management
Who Are the Largest Owners of Engelhard's Common Stock?
Set forth below is certain information with respect to the only persons
known to us who owned beneficially more than five percent of our voting
securities as of March 1, 2001.
Amount
Beneficially Percent of
Owned Class
Wellington Management Company, LLP (1) (4)........................... 17,016,585 13.18%
75 State Street
Boston, Massachusetts 02109
Vanguard Windsor Funds-- Vanguard Windsor Fund (2) (4)............... 11,454,200 8.87%
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
PRIMECAP Management Company (3)...................................... 8,366,050 6.48%
225 South Lake Avenue #400
Pasadena, California 91101-3005
Dodge & Cox (5)...................................................... 7,572,200 5.87%
One Sansome Street
35th Floor
San Francisco, California 94104
Citigroup Inc. (6)................................................... 6,585,047 5.10%
399 Park Avenue
New York, New York 10043
-----------------
(1) As reported by Wellington Management Company, LLP on Schedule 13G filed
with the Securities and Exchange Commission on February 13, 2001.
(2) As reported by Vanguard Windsor Funds--Vanguard Windsor Fund on Schedule
13G filed with the Securities and Exchange Commission on February 8, 2001.
(3) As reported by PRIMECAP Management Company on Schedule 13G filed with the
Securities and Exchange Commission on March 2, 2001.
(4) Wellington Management Company, LLP reports that, as investment adviser, it
shares beneficial ownership with one of its clients, Vanguard Windsor
Funds. Consequently, the same shares may be shown as beneficially owned by
both Wellington Management Company, LLP and Vanguard Windsor Funds.
(5) As reported by Dodge & Cox on schedule 13G filed with the Securities and
Exchange Commission on February 14, 2001.
(6) As reported by Citigroup Inc. and its wholly-owned subsidiary Salomon Smith
Barney Holdings Inc. on Schedule 13G filed with the Securities and Exchange
Commission on February 20, 2001.
How Much Common Stock Do Engelhard's Directors and Executive Officers Own?
Set forth in the following table is the beneficial ownership of Common
Stock as of March 1, 2001 for all nominees, Directors, each of the Executive
Officers listed on the Summary Compensation Table and all Directors
-12-
and Executive Officers as a group. No Director or Executive officer owns more
than 1% of the total outstanding shares (including exercisable options) other
than Mr. Smith, who owns 2.1%. All Directors and Executive Officers as a group
own approximately 3.7% of the total outstanding shares (including exercisable
options).
Name Shares
---- ------
Marion H. Antonini..................................... 81,430 (1)(3)(4)
Arthur A. Dornbusch, II................................ 500,998 (2)
John C. Hess........................................... 136,763 (2)
Peter B. Martin........................................ 67,041 (2)
James V. Napier........................................ 46,619 (1)(3)(4)
Norma T. Pace.......................................... 54,590 (1)(3)(4)
Barry W. Perry......................................... 708,192 (2)
Reuben F. Richards..................................... 55,832 (1)(3)
Henry R. Slack......................................... 11,738 (1)(3)
Orin R. Smith.......................................... 2,724,132 (2)(5)
Douglas G. Watson...................................... 61,275 (1)(3)(4)
All Directors and Executive Officers as a group........ 4,743,135 (2)
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(1) Includes 10,500 shares of Common Stock subject to options granted to
Messrs. Antonini, Napier, Richards and Watson and Mrs. Pace and 750 shares
of Common Stock subject to options granted to Mr. Slack under our Directors
Stock Option Plan, which options may be exercised within 60 days from March
1, 2001.
(2) Includes 2,715,866, 623,428, 358,734, 111,974, 46,003 and 4,095,218 shares
of Common Stock subject to options granted to Messrs. Smith, Perry,
Dornbusch, Hess, Martin and all Directors and Executive Officers as a
group, respectively, under our Stock Option Plan of 1991 (the "Stock Option
Plan") and the Directors Stock Option Plan, which options may be exercised
within 60 days from March 1, 2001, and also includes 1,157 shares owned by
family members in which persons in the group disclaim any beneficial
interest.
(3) Includes 18,827, 14,290, 20,209, 865, 7,004, and 17,247 non-voting deferred
stock units earned by Messrs. Antonini, Napier, Richards, Slack and Watson
and Mrs. Pace under the Deferred Stock Plan for Non-Employee Directors.
Each deferred stock unit will be converted into a share of Common Stock
upon termination of service.
(4) Includes 38,508, 11,306, 15,040 and 18,238 non-voting deferred stock units
held by Messrs. Antonini, Napier and Watson and Mrs. Pace under the
Deferred Compensation Plan for Directors of Engelhard. Each deferred stock
unit will be converted into a share of Common Stock at a future date based
on the prior written request of each respective Director as prescribed by
the plan.
(5) Certain of Mr. Smith's option grants were amended or were accelerated
during 2000. See "Employment Contracts, Termination of Employment and
Change in Control Arrangements" under Item 11 for more information.
Item 13. Certain Relationships and Related Transactions
Please see "Employment Contracts, Termination of Employment and Change in
Control Arrangements" under Item 11 with respect to consulting and other
arrangements with Mr. Smith in connection with his retirement.
-13-
PART IV
Item 14. Exhibits, Financial Statement Schedules and Page
Reports on Form 8-K
Exhibits
(24) Powers of Attorney.* --
*Previously filed.
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* Incorporated by reference as indicated.
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, in Iselin, New Jersey
on the 26th day of September, 2001.
Engelhard Corporation
Registrant
/s/ Barry W. Perry
----------------------------
Barry W. Perry
(Chairman and Chief Executive Officer)
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.
Signature Title Date
--------- ----- ----
/s/ Barry W. Perry Chairman and Chief Executive September 26, 2001
------------------ Officer & Director
Barry W. Perry (Principal Executive Officer)
/s/ Michael A. Sperduto Vice President and Chief Financial September 26, 2001
----------------------- Officer
Michael A. Sperduto (Chief Accounting Officer)
* Director September 26, 2001
-----------------------
Marion H. Antonini
* Director September 26, 2001
-----------------------
James V. Napier
* Director September 26, 2001
-----------------------
Norma T. Pace
* Director September 26, 2001
-----------------------
Orin R. Smith
* Director September 26, 2001
-----------------------
Reuben F. Richards
* Director September 26, 2001
-----------------------
Henry R. Slack
* Director September 26, 2001
-----------------------
Douglas G. Watson
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* Incorporated by reference as indicated.
* By this signature below, Arthur A. Dornbusch, II has signed this Form
10-K as attorney-in-fact for each person indicated by an asterisk
pursuant to duly executed powers of attorney filed with the Securities
and Exchange Commission included herein as Exhibit 24.
/s/ Arthur A. Dornbusch, II September 26, 2001
---------------------------
Arthur A. Dornbusch, II
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* Incorporated by reference as indicated.