SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14D-9
Solicitation/Recommendation
Statement under
Section
14(d)(4) of the Securities Exchange Act of 1934
Amendment
No. 20
ENGELHARD
CORPORATION
(Name
of
Subject Company)
ENGELHARD
CORPORATION
(Name
of
Person(s) Filing Statement)
Common
Stock, par value $1.00 per share
(including
the associated Series A Junior Participating Preferred Stock Purchase
Rights)
(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 Person Authorized to Receive Notices
and
Communications
on Behalf of the Person(s) Filing Statement)
With
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
Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
This
Amendment No. 20 (this “Amendment”) amends and supplements the Solicitation /
Recommendation Statement on Schedule 14D-9 filed on January 23, 2006, as
amended
by Amendments No. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16,
17, 18
and 19 (as so amended, the “Schedule 14D-9”), by Engelhard Corporation, a
Delaware corporation (the “Company” or “Engelhard”). Except as specifically
provided herein, this Amendment does not modify any of the information
previously reported on the Schedule 14D-9.
Item
4. The
Solicitation or Recommendation.
Item
4,
Section (b) - Background of the Schedule 14D-9 is hereby amended and
supplemented by adding the following at the end thereof:
On
April
12, 2006, following BASF’s due diligence review, including access to non-public
information, Merrill Lynch sent a letter to BASF requesting that BASF increase
its offer by the close of business on Wednesday, April 19, 2006.
On
April
13, 2006, management of the Company and Merrill Lynch, the Company’s financial
advisor, reviewed in detail with the Board a potential recapitalization plan
consisting of a self-tender offer for approximately 20% of the Company’s
outstanding Shares (including shares underlying exercisable options) for
$45 per
Share in cash, continued execution of the Company’s business strategy and
incremental cost savings.
On
April
14, 2006, Mr. Perry and Dr. Hambrecht met and discussed BASF’s due diligence
review and the Company’s request for BASF’s increased offer. On April 15, 2006,
Mr. Perry provided the Board with an update of his meeting with Dr.
Hambrecht.
On
April
18, 2006, Merrill Lynch sent a letter to Dr. Hambrecht and Mr. Hans Engel,
President of the Offeror, summarizing, on a preliminary basis, the Company’s
expected results of operations for the first quarter of 2006.
On
April
19, 2006, in response to the Company’s request, BASF made a proposal to acquire
all of the outstanding Shares for $38 per Share in cash.
On
April
20, 2006, the Board held a telephonic meeting to discuss the revised BASF
proposal.
On
April
24, 2006, the Board held another telephonic meeting to review and discuss,
with
the Company’s financial advisor, Merrill Lynch, and the Company’s legal
advisors, Cahill Gordon and Wachtell Lipton Rosen & Katz, the revised BASF
proposal and the potential recapitalization plan.
On
April
25, 2006, the Board held another telephonic meeting to discuss the revised
BASF
proposal and the potential recapitalization plan. Representatives of Merrill
Lynch reviewed again with the Board the terms of the revised BASF proposal
and
various financial analyses thereof. Representatives of Merrill Lynch also
provided to the Board its oral opinion, subsequently confirmed in writing,
to
the effect that, as of April 25, 2006 and subject to the qualifications and
limitations set forth in the opinion, a copy of which is filed as an exhibit
hereto, the consideration to holders of Company Common Stock of $38 per Share
contemplated by BASF’s revised proposal is inadequate from a financial point of
view to such holders (other than BASF and its affiliates).
There
was
further review and discussion of the potential components of the
recapitalization plan. Management
and Merrill Lynch reviewed with the Board the committed bridge financing
(the
“Committed Financing”), subject to customary conditions, that the Company has
obtained from JP Morgan and Merrill
Lynch to initially fund the $45 per share self-tender and reviewed as well
the
expected permanent financing, including that such permanent financing is
expected to be comprised of a mix of hybrid securities and floating- and
fixed-rate debt. The Commitment Letter received from JP Morgan and Merrill
Lynch
is filed as an exhibit hereto.
Following
this review and discussion, the Board unanimously approved a recapitalization
plan consisting of a self-tender offer for up to 26 million Shares or
approximately 20% of the Company’s Shares (including shares underlying
exercisable options) for $45 per Share, continued execution of the Company’s
business strategy and incremental
cost savings which the Company expects will deliver $15 million annually
beginning in 2007 and with respect to which the Company expects to incur
a
charge or charges over the second half of 2006 totaling $20
million.
In
addition, at the meeting the
Board
deemed it advisable to increase at the 2006 Annual Meeting of Shareholders,
the
number of directors of the Company by three (3) to nine (9) members, with
the
resulting three (3) vacancies to be filled by individuals elected by the
Company’s shareholders at the Annual Meeting. The Board nominated three
individuals, Messrs. Alain Lebec, Howard L. Minigh and Michel A. Sperduto,
to
fill the three vacancies to be created at the Annual Meeting.
The
Board
also amended the Company’s By-Laws to provide for the appointment of inspectors
in the event of an action by written consent by the Company’s shareholders. The
amendment to the Company’s By-Laws was filed as an exhibit to a Form 8-K filed
by the Company on April 26, 2006 and which is incorporated by reference
herein.
On
April
26, 2006, the Company issued a press release announcing the recapitalization
plan, a copy of which press release was filed as an exhibit to a Form 8-K
filed
by the Company on April 26, 2006 and which is incorporated by reference herein.
The Company also filed an Investor Presentation as an exhibit to a Form 8-K
filed by the Company on April 26, 2006, which is incorporated by reference
herein.
Item
4,
Section (c) - Reasons for the Rejection of the Schedule 14D-9 is hereby amended
and supplemented by adding the following at the end thereof:
The
Board’s unanimous view is that the $38 per Share BASF proposal is inadequate and
not in the best interests of Engelhard shareholders. This view is based on,
among others, the reasons set forth below:
1. Superior
Value of Recapitalization Plan.
The
Board believes that its $45 per Share self-tender offer and the Company’s
continued ability to capitalize on its attractive growth opportunities and
business strategy and incremental cost savings expected to deliver $15 million
annually beginning in 2007 deliver greater value to its shareholders than
BASF’s
$38 per Share proposal. The recapitalization plan gives shareholders partial
liquidity at the attractive price of $45 per Share while preserving their
ability to realize the Company’s outstanding future growth potential through
appreciation of the market price of the stock or a future sale of the Company.
The Board’s adoption of the recapitalization plan was based on, among others,
the additional factors described in the press release and Investor Presentation
included as exhibits hereto.
2. BASF
Proposal Does Not Fully Reflect Earnings Momentum.
The
Board believes that the $38 per Share BASF proposal does not fully reflect
the
earnings momentum inherent in the Company’s results for the fourth quarter of
2005 and extremely strong first-quarter earnings. Over the past few years,
the
Company has successfully implemented a strategic plan to exit its low-margin
precious metals fabrication businesses in favor of higher-growth, higher-margin
businesses. The Company has also made significant investments in a number
of
attractive businesses with substantial revenue-generation potential, most
notably diesel-emission control, energy and fuel materials, personal care
and
cosmetic materials, separations and polymers. This strategy has only just
begun
to pay off, as evidenced by Engelhard’s strong earnings momentum in the two
quarters announced following BASF’s unsolicited $37 per Share tender offer. On
February 2, 2006, the Company announced fourth-quarter earnings per share
(“EPS”) of $0.53 per share. Additionally, on April 26, 2006, Engelhard announced
that earnings per Share for the first quarter were $0.55, which includes
approximately $0.03 of expenses and $0.02 of share dilution due to the impact
of
the unsolicited BASF tender offer. Results for both quarters were meaningfully
above Wall Street analysts’ expectations.
3. The
BASF Proposal Does Not Fully Reflect the Stand Alone Value of
Engelhard.
The
Board believes that the $38 per Share BASF proposal does not fully reflect
the
value of the Company’s businesses, including its strong market and technology
positions and, in particular, its future growth prospects. The Board believes
that the Company has effectively positioned itself to take advantage of
attractive growth opportunities in key markets, particularly post-2006. Key
growth drivers include (i) the phase-in of more stringent heavy duty diesel
regulations in Europe in late 2006, and in the U.S. in early 2007, (ii)
increasingly stringent clean air regulations in Europe, the U.S. and Asia,
including China and India, driving growth in traditional mobile environmental
markets and (iii) continued strength in new operating businesses which were
not
part of the Company’s portfolio in 2000, such as energy and fuel materials, and
personal care and cosmetics, among others.
4. The
BASF Offer and Subsequent BASF Proposal are Opportunistically
Timed.
The
Board believes that BASF recognizes the attractiveness of the Company’s current
market and technology positioning and post-2006 growth prospects, and
opportunistically timed the launch of its Offer to acquire the Company before
those higher growth rates are factored into the Company’s stock price. Further,
the Board believes that the unsolicited Offer by BASF was an attempt to take
advantage of short term relative undervaluation in the Company’s forward trading
multiples. BASF launched its hostile offer when Engelhard’s stock was trading at
a forward price-to-earnings (“P/E”) multiple (current stock price to one year
forward EPS based on mean analyst estimates) that was meaningfully lower
than
its historical relationship that prevailed for several years to that of key
industry peers (Johnson Matthey and Umicore). The forward P/E multiple of
the
Company immediately prior to the unsolicited offer from BASF was 29.1% below
that of Johnson Matthey. This
compares to an average discount to Johnson Matthey of 10.7%, 1.6% and 8.5%
in
2005, 2004 and 2003, respectively, and an average discount of 6.9% for the
2003-2005 period overall. Immediately prior to the unsolicited offer from
BASF,
the Company’s forward P/E was at a discount of 11.3% to Umicore,
which
compares to an average premium to Umicore of 6.8%, 30.7% and 20.3% in 2005,
2004
and 2003, respectively, and an average premium of 19.3% for the 2003-2005
period
overall.
5. The
BASF Proposal Does Not Reflect Adequate, if Any, Sharing of Significant
Potential Synergy Value of a Combination.
As
noted in Section (b) of this Item 4, BASF indicated to the Company that its
original Offer price of $37 per Share did not factor in value for potential
synergies because of the uncertainty in acquisition transactions of achieving
synergies. BASF subsequently indicated in its January 3, 2006 analyst conference
call that in studying the impact of the proposed Offer on BASF it had assumed
“modest synergies.” The Company’s Board believes, based on a preliminary
assessment conducted after BASF’s initial $37 per Share Offer by the Company’s
senior management team and a review of synergies in precedent transactions,
that
the synergy opportunities available to BASF in an acquisition of the Company
is
more significant. BASF and the Company have several overlapping geographies
and
customer segments. BASF has a meaningful North American presence, with sales
in
excess of $10 billion, and its North American headquarters is located in
New
Jersey, approximately 30 miles from the Company’s headquarters.
6. The
BASF Proposal Represents a Low Control Premium Versus Precedent
Transactions.
The $38
per Share BASF proposal represents a premium of 26.0% to the closing price
of
the Shares on December 30, 2005, the last trading day prior to BASF’s public
announcement of its unsolicited $37 per Share Offer, or a premium of 26.4%
to
the closing price of the Shares on December 6, 2005, four weeks prior to
BASF’s
public announcement of its original $37 per Share Offer. This compares to
(average) premiums paid in North American all-cash unsolicited transactions
greater than $1 billion in transaction value of 34.6%, 41.7%, and 64.5% versus
the closing price four weeks prior to announcement in 2005, 2004 and 2003,
respectively, and (average) premiums paid in all North American all-cash
transactions greater than $1 billion in transaction value of 35.4%, 27.0%,
and
33.3% versus the closing price four weeks prior to announcement in 2005,
2004
and 2003, respectively.
7. Opinion
of Financial Advisor.
Merrill
Lynch, the Company’s financial advisor, delivered an opinion on April 25, 2006,
to the effect that, as of that date, the $38 per Share price of the BASF
proposal was inadequate from a financial point of view to the Company’s
stockholders (other than BASF and its affiliates). The Merrill Lynch opinion,
which is attached as an exhibit hereto, sets forth the procedures followed,
assumptions made, matters considered and limitations on the review undertaken
by
Merrill Lynch in providing its opinion. Please read
the
Merrill Lynch opinion carefully and in its entirety.
The
foregoing discussion of the information and factors considered by the Board
of
the Company is not intended to be exhaustive, but addresses all of the material
information and factors considered by the Board in their consideration of
the
Offer and $38 BASF proposal. In view of the variety of factors and the amount
of
information considered, the Board did not find it practicable to provide
specific assessments of, quantify or otherwise assign any relative weights
to,
the specific factors considered in determining their recommendations. Such
determination was made after consideration of the factors taken as a whole.
Individual members of the Board may have given differing weights to different
factors. In addition, in arriving at their respective recommendations, the
members of the Board were aware of the interests of certain officers and
directors of the Company as described under Item 3 above.
Item
9. Exhibits
Item
9 of
the Schedule 14D-9 is hereby amended and restated as follows:
Exhibit
No.
|
Description
|
(a)(1)
|
Letter
to Shareholders of Engelhard Corporation, dated January 23, 2006,
from
Barry W. Perry, Chairman and Chief Executive Officer of Engelhard
Corporation.*
|
(a)(2)
|
Text
of email to Employees of Engelhard Corporation, dated January
23, 2006,
from Barry W. Perry, Chairman and Chief Executive Officer of
Engelhard
Corporation.*
|
(a)(3)
|
Press
Release, dated January 23, 2006.*
|
(a)(4)
|
Letter
to Barry W. Perry, dated December 21, 2005, from Dr. Jürgen Hambrecht,
Chairman of BASF.*
|
(a)(5)
|
Letter
to Barry W. Perry, dated December 21, 2005, from Dr. Jürgen Hambrecht,
Chairman of BASF.*
|
(a)(6)
|
Letter
to Barry W. Perry, dated December 22, 2005, from Dr. Jürgen Hambrecht,
Chairman of BASF.*
|
(a)(7)
|
Letter
to Barry W. Perry, dated December 27, 2005, from Dr. Jürgen Hambrecht,
Chairman of BASF.*
|
(a)(8)
|
Letter
to the Board of Directors of Engelhard Corporation, dated January
3, 2006,
from Dr. Jürgen Hambrecht, Chairman of BASF.*
|
(a)(9)
|
Letter
to Dr. Jürgen Hambrecht, Chairman of BASF, dated January 23, 2006, from
Barry W. Perry, Chairman and Chief Executive Officer of Engelhard
Corporation.*
|
(a)(10)
|
Press
release, dated January 27, 2006.*
|
(a)(11)
|
Investor
Presentation entitled “Engelhard Response to BASF Offer”.*
|
(a)(12)
|
Press
release, dated February 2, 2006 (incorporated by reference to
Form 8-K
filed with the SEC on February 2, 2006).
|
(a)(13)
|
Conference
Call Transcript (incorporated by reference to Form 8-K filed
with the SEC
on February 6, 2006).
|
(a)(14)
|
Press
release, dated February 6, 2006 (incorporated by reference to Form 8-K
filed with the SEC on February 6, 2006).
|
(a)(15)
|
Press
release, dated February 8, 2006 (incorporated by reference to
Form 8-K
filed with the SEC on February 8, 2006).
|
(a)(16)
|
Press
release, dated February 16, 2006 (incorporated by reference to
Form 8-K
filed with the SEC on February 16, 2006).
|
(a)(17)
|
Press
release, dated March 1, 2006 (incorporated by reference to Form
8-K filed
with the SEC on March 1, 2006).
|
(a)(18)
|
Press
release, dated March 7, 2006 (incorporated by reference to Form
8-K filed
with the SEC on March 7, 2006).
|
(a)(19)
|
Press
release, dated March 16, 2006 (incorporated by reference to Form
8-K filed
with the SEC on March 16, 2006).
|
(a)(20)
|
Press
release, dated March 16, 2006 (incorporated by reference to Form
8-K filed
with the SEC on March 16, 2006).
|
(a)(21)
|
Press
release, dated March 21, 2006 (incorporated by reference to Form
8-K filed
with the SEC on March 21, 2006).
|
(a)(22)
|
Press
release, dated March 23, 2006 (incorporated by reference to Form
8-K filed
with the SEC on March 23, 2006).
|
(a)(23)
|
Press
release, dated March 28, 2006 (incorporated by reference to Form
8-K filed
with the SEC on March 28, 2006).
|
(a)(24)
|
Press
release, dated April 10, 2006 (incorporated by reference to Form
8-K filed
with the SEC on April 10, 2006).
|
(a)(25)
|
Press
release, dated April 12, 2006 (incorporated by reference to Form
8-K filed
with the SEC on April 12, 2006).
|
(a)(26)
|
Press
release, dated April 17, 2006 (incorporated by reference to Form
8-K filed
with the SEC on April 17, 2006).
|
(a)(27)
|
Press
release, dated April 20, 2006 (incorporated by reference to Form
8-K filed
with the SEC on April 20, 2006).
|
(a)(28)
|
Press
release, dated April 26, 2006 (incorporated by reference to Form
8-K filed
with the SEC on April 26, 2006).
|
(a)(29)
|
Press
release, dated April 26, 2006 (incorporated by reference to Form
8-K filed
with the SEC on April 26, 2006).
|
(a)(30)
|
Investor
Presentation entitled “Recapitalization Plan” (incorporated by reference
to Form 8-K filed with the SEC on April 26, 2006).
|
(a)(31)
|
Text
of email to Employees of Engelhard Corporation, dated April 26,
2006, from
Barry W. Perry, Chairman and Chief Executive Officer of Engelhard
Corporation (incorporated by reference to Form 8-K filed with
the SEC on
April 26, 2006).
|
(a)(32)
|
Opinion
of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated April 25,
2006.
|
(a)(33)
|
Commitment
Letter of JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc.,
Merrill
Lynch Bank USA and Merrill Lynch, Pierce, Fenner & Smith, dated April
25, 2006.
|
(a)(34)
|
Amendment
of the By-Laws of Engelhard Corporation (incorporated
by reference to Form 8-K filed with the SEC on April 26, 2006).
|
(e)(1)
|
Rights
Agreement, dated as of October 1, 1998 between the Company and
ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (incorporated by
reference
to Form 8-K filed with the SEC on October 29, 1998).
|
(e)(2)
|
Employment
Agreement for Barry W. Perry, effective August 2, 2001 (incorporated
by
reference to Form 10-Q filed with the SEC on August 13,
2001).
|
(e)(3)
|
Amendment
to Employment Agreement for Barry W. Perry, effective February
13, 2002
(incorporated by reference to Form 10-K filed with the SEC on
March 21, 2002).
|
(e)(4)
|
Amendment
to Employment Agreement for Barry W. Perry, effective February
3, 2005
(incorporated by reference to Form 8-K filed with the SEC on
February 3,
2005).
|
(e)(5)
|
2004
Share Performance Incentive Plan for Barry W. Perry, effective
February
12, 2004 (incorporated by reference to Form 10-K filed with the
SEC on
March 11, 2004).
|
(e)(6)
|
Engelhard
Corporation Form of Change in Control Agreement (incorporated
by reference
to Form 10-Q filed with the SEC on May 8, 2003).
|
(e)(7)
|
Engelhard
Corporation Annual Restricted Cash Incentive Compensation Plan,
effective
as of December 15, 2000 (incorporated by reference to Form 10-K
filed with
the SEC on March 30, 2001).
|
(e)(8)
|
Engelhard
Corporation 2002 Long Term Incentive Plan, effective May 2, 2002
(incorporated by reference to the 2001 Proxy Statement filed
with the SEC
on March 26, 2002).
|
(e)(9)
|
Engelhard
Corporation Stock Option Plan of 1991—conformed copy includes amendments
through March 2002 (incorporated by reference to Form 10-K filed with
the SEC on March 25, 2003).
|
(e)(10)
|
Engelhard
Corporation Stock Option Plan of 1999 for Certain Key Employees
(Non
Section 16(b) Officers), effective February 1, 2001—conformed copy
includes amendments through March 2001 (incorporated by reference to
Form 10-K filed with the SEC on March 25, 2003).
|
(e)(11)
|
Deferred
Compensation Plan for Key Employees of Engelhard Corporation,
effective
August 1, 1985—conformed copy includes amendments through October 2001
(incorporated by reference to Form 10-K filed with the SEC on
March 25, 2003).
|
(e)(12)
|
Deferred
Compensation Plan for Directors of Engelhard Corporation, as
restated as
of May 7, 1987—conformed copy includes amendments through December 2002
(incorporated by reference to Form 10-K filed with the SEC on
March 25, 2003).
|
(e)(13)
|
Key
Employees Stock Bonus Plan of Engelhard Corporation, effective
July 1,
1986—conformed copy includes amendments through March 2002
(incorporated by reference to Form 10-K filed with the SEC on
March 25, 2003).
|
(e)(14)
|
Stock
Bonus Plan for Non-Employee Directors of Engelhard Corporation,
effective
July 1, 1986—conformed copy includes amendments through October 1998
(incorporated by reference to Form 10-K filed with the SEC on
March 25, 2003).
|
(e)(15)
|
Amendment
to Key Employees Stock Bonus Plan of Engelhard Corporation Employees
(incorporated by reference to Form 10-Q filed with the SEC on
November 8,
2004).
|
(e)(16)
|
Engelhard
Corporation Directors and Executives Deferred Compensation Plan
(1986-1989)—conformed copy includes amendments through December 2001
(incorporated by reference to Form 10-K filed with the SEC on
March 25, 2003).
|
(e)(17)
|
Engelhard
Corporation Directors and Executives Deferred Compensation Plan
(1990-1993)—conformed copy includes amendments through December 2001
(incorporated by reference to Form 10-K filed with the SEC on
March 25, 2003).
|
(e)(18)
|
Retirement
Plan for Directors of Engelhard Corporation, effective January
1,
1985—conformed copy includes amendments through April 2000 (incorporated
by reference to Form 10-K filed with the SEC on March 25,
2003).
|
(e)(19)
|
Supplemental
Retirement Program of Engelhard Corporation as amended and restated,
effective January 1, 1989—conformed copy includes amendments through
February 2001 (incorporated by reference to Form 10-K filed with
the SEC
on March 25, 2003).
|
(e)(20)
|
Amendment
to the Supplemental Retirement Program of Engelhard Corporation,
effective
as of October 2, 2003 (incorporated by reference to Form 10-Q
filed with
the SEC on November 13, 2003).
|
(e)(21)
|
Supplemental
Retirement Trust Agreement, effective April 2002 (incorporated
by
reference to Form 10-K filed with the SEC on March 25,
2003).
|
(e)(22)
|
Engelhard
Corporation Directors Stock Option Plan as amended and restated,
effective
May 4, 1995—conformed copy includes amendments through March 2001
(incorporated by reference to Form 10-K filed with the SEC on
March 25, 2003).
|
(e)(23)
|
Engelhard
Corporation Employee Stock Option Plan as amended and restated,
effective
May 4, 1995 (incorporated by reference to Form 10-K filed with
the SEC on
March 25, 2003).
|
(e)(24)
|
Engelhard
Corporation Deferred Stock Plan for Non-Employee Directors—conformed copy
includes amendments made through December 2002 (incorporated
by reference
to Form 10-K filed with the SEC on March 25, 2003).
|
(e)(25)
|
Form
of Stock Option Agreement used pursuant to the Engelhard Corporation
Stock
Option Plan of 1999 for Certain Key Employees (incorporated by
reference
to Form 10-Q filed with the SEC on August 6, 2004).
|
(e)(26)
|
Form
of Stock Option Agreement used pursuant to the Engelhard Corporation
2002
Long Term Incentive Plan (incorporated by reference to Form 10-Q
filed
with the SEC on August 6, 2004).
|
(e)(27)
|
Form
of Restricted Share Unit Agreement used pursuant to the Engelhard
Corporation 2002 Long Term Incentive Plan Employees (incorporated
by
reference to Form 10-Q filed with the Securities and Exchange
Commission
on August 6, 2004).
|
(e)(28)
|
Change
in Control Agreement for Edward Wolynic, effective January 21,
2006
(incorporated by reference to Form 8-K filed with the SEC on
January 23,
2006).
|
(e)(29)
|
Salary
Continuation Policy (incorporated by reference to Form 8-K filed
with the
SEC on January 23, 2006).
|
(e)(30)
|
Enhanced
Salary Continuation Policy (incorporated by reference to Form
8-K filed
with the SEC on January 23, 2006).
|
(e)(31)
|
Form
of letter agreement (incorporated by reference to Form 8-K filed
with the
SEC on January 23, 2006).
|
(g)
|
Not
applicable.
|
|
|
*
|
Filed
previously.
|
SIGNATURE
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and
correct.
|
ENGELHARD
CORPORATION
|
|
By:
/s/ Michael A. Sperduto___________________
|
|
Name:
Michael
A. Sperduto
|
|
Title:
Vice
President and Chief Financial
|
|
Officer
|
Dated:
April 26, 2006