SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
SCHEDULE
TO
(Rule
14d-100)
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
______________
ENGELHARD
CORPORATION
(Name
of
Subject Company)
______________
ENGELHARD
CORPORATION
(Names
of
Filing Persons-Offeror)
Common
Stock, Par Value $1.00 Per Share
(Title
of
Class of Securities)
292845104
(CUSIP
Number of Class of Securities)
Arthur
A. Dornbusch II, Esq.
Vice
President, General Counsel and Secretary
Engelhard
Corporation
101
Wood Avenue
Iselin,
New Jersey 08830
(732)
205-5000
(Name,
address and telephone number of persons authorized to receive
notices
and
communications on behalf of filing persons)
______________
Copies
to:
Kenneth
W. Orce, Esq.
W.
Leslie Duffy, Esq.
Cahill
Gordon & Reindel llp
80
Pine Street
New
York, New York 10005
(212)
701-3000
Calculation
of Filing Fee
Transaction
valuation
|
|
Amount
of filing fee
|
|
|
|
Not
applicable*
|
|
Not
applicable*
|
|
|
|
*A
filing
fee is not required in connection with this filing as it relates solely to
preliminary communications made before the commencement of a tender
offer.
o
Check
box
if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the
filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule
and
the date of its filing.
Amount
Previously Paid:
|
Not
applicable
|
Form
or Registration No.:
|
Not
applicable
|
Filing
Party:
|
Not
applicable
|
Date
Filed:
|
Not
applicable
|
ý
Check
the
box if the filing relates solely to preliminary communications made before
the
commencement of a tender offer.
Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
o
third-party tender offer subject to Rule 14d-1.
ý
issuer tender offer subject to Rule 13e-4.
o
going-private transaction subject to Rule 13e-3.
o
Amendment to Schedule 13D under Rule 13d-2.
Check
the
following box if the filing is a final amendment reporting the results of
the
tender offer: o
On
April
26, 2006, the Company announced a recapitalization plan, its earnings for
the
first quarter of 2006 and its record date for its Annual Meeting of
Shareholders, each of which was filed with the Commission on Form 8-K set
forth
on the Exhibit Index hereto and incorporated by reference herein..
EXHIBIT
INDEX
Exhibit
|
|
No.
|
|
99.1
|
Form
8-K, dated April 26, 2006.*
|
99.2
|
Form
8-K, dated April 26, 2006.*
|
99.3
|
Form
8-K, dated April 26, 2006.*
|
_________________________
*
Previously filed with the SEC.