Engelhard 8-K Report Date (Date of earliest event reported): April 26, 2006
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): April 26, 2006
ENGELHARD
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-8142
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22-1586002
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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101
Wood Avenue, Iselin, New Jersey
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08830
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (732)
205-5000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[X]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[X]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
2.02 Results of Operations and Financial Condition.
On
April
26, 2006, the Company held a conference call with analysts to report earnings
and discuss the Company’s leveraged recapitalization plan. A copy of the
transcript of that call is furnished as Exhibit 99.1 and incorporated herein
by
reference.
The
information furnished under this Item 2.02, including Exhibit 99.1, shall not
be
deemed to be filed for the purposes of Section 18 of the Securities Exchange
Act
of 1934, as amended, and will not be incorporated by reference into any
registration statement filed under the Securities Act of 1933, as amended,
unless specifically identified therein as being incorporated therein by
reference.
Item
8.01 Other
Events.
On
May 1,
2006, the Company issued a press release entitled “Engelhard Comments on BASF’s
Unsolicited Tender Offer Results.” A copy of the press release is attached
hereto as Exhibit 99.2 and incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
The
following is filed as an exhibit to this report:
99.1
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Conference
Call Transcript.
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99.2
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Press
release dated May 1, 2006.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ENGELHARD
CORPORATION
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(Registrant)
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Date:
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May
1, 2006
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/s/
Michael A. Sperduto /s/
Michael A. Sperduto
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Name:
Michael A. Sperduto
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Title:
Vice President and Chief Financial Officer
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