Engelhard Form 8-K dated April 20, 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 20, 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:
o
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)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
8.01 Other
Events.
On
April
20, 2006, the Company issued a press release entitled “Engelhard Issues
Statement.” A copy of the press release is attached hereto as Exhibit 99.1 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 Press
release dated April 20, 2006
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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April
20, 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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Exhibit
99.1
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Contacts
Media
Ted
Lowen, Engelhard Corp.
732-205-6360
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Investor
Relations
Gavin
A. Bell, Engelhard Corp.
723-205-6313
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or
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Dan
Katcher/Eden
Abrahams
Joele
Frank, Wilkinson
Brimmer
Katcher
212-355-4449
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Engelhard
Corporation
101
Wood Avenue, P.O. Box 770
Iselin,
NJ 08830-0770
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For
immediate release
ENGELHARD
ISSUES STATEMENT
ISELIN,
NJ, April 20, 2006
-
Engelhard Corporation (NYSE:EC), one of the largest surface and materials
science companies in the world, today issued the following
statement:
As
we
indicated when we originally made our filing, we will not be commenting on
the
details of our process to explore strategic alternatives. When the company
has
reached the conclusion of the process, we will make an announcement at that
time.
Engelhard
Corporation is a surface and materials science company that develops
technologies to help customers improve their products and processes. A
Fortune
500
company,
Engelhard is a world-leading provider of technologies for environmental,
process, appearance and performance applications. For more information, visit
Engelhard on the Internet at www.engelhard.com.
Forward-Looking
Statements: This
announcement contains forward-looking statements. There are a number of factors
that could cause Engelhard’s actual results to vary materially from those
projected in the forward-looking statements. For a more thorough discussion
of
these factors, please refer to “Forward-Looking Statements” (excluding the first
and sixth sentences thereof) on page 34 of Engelhard’s 2005 Annual Report on
Form 10-K, dated March 3, 2006, and Exhibit (a)(11) to Amendment No. 2 to the
Company's Schedule 14D-9 (Investor Presentation entitled "Engelhard Response
to
BASF Offer") (excluding the last paragraph of page 33 thereof), filed on
February 2, 2006.
Additional
Information and Where To Find It: This announcement does not constitute an
offer
or invitation to purchase nor a solicitation of an offer to sell any securities
of Engelhard. In connection with the proposed transaction, BASF filed a Tender
Offer Statement on Schedule TO on January 9, 2006, which has been amended (the
“Tender Offer Statement”). Engelhard has filed certain materials with the SEC,
including a Solicitation/Recommendation Statement on Schedule 14D-9, which
has
been amended (the “Schedule 14D-9”). Engelhard plans to file with the SEC and
mail to its share-holders a Proxy Statement on Form 14A relating to the 2006
annual meeting of shareholders and the election of directors (the “2006 Proxy
Statement”). Information regarding the names of Engelhard’s directors and
executive officers and their respective interests in Engelhard by security
holdings or otherwise is set forth in Engelhard’s Proxy Statement relating to
the 2005 annual meeting of shareholders (“2005 Proxy Statement”). Additional
information regarding the interests of such potential participants will be
included in the 2006 Proxy Statement and other relevant documents to be filed
with the SEC in connection with Engelhard’s 2006 annual meeting of shareholders
that will be filed with the SEC.
INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THESE MATERIALS BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a
free
copy of the Tender Offer Statement, Schedule 14D-9, 2005 Proxy Statement, 2006
Proxy Statement (when it is filed and becomes available) and other documents
filed by Engelhard or BASF with the SEC at the SEC's website at
http://www.sec.gov. In addition, investors and security holders may obtain
a
free copy of each of the Schedule 14D-9, 2005 Proxy Statement and 2006 Proxy
Statement (when it is filed and becomes available), as well as Engelhard's
related filings with the SEC, from Engelhard by directing a request to Engelhard
Corporation, 101 Wood Avenue, Iselin, New Jersey 08830, Attention: Investor
Relations or at 732-205-5000.
Copies
of
Engelhard’s letter to shareholders and Schedule 14D-9 may also be obtained from
MacKenzie Partners, Inc. by calling 1-800-322-2885 toll free or a 1-212-929-5500
collect or by e-mail at Engelhard@mackenziepartners.com.
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