Engelhard Corporation Corrected 8K - 05/05/06
 
UNITED STATES
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): May 5, 2006
 
ENGELHARD CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
1-8142
22-1586002
(State or other jurisdiction of incorporation)
 
(Commission File Number)
(I.R.S. Employer Identification No.)
101 Wood Avenue, Iselin, New Jersey
08830
(Address of principal executive offices)
(Zip Code)

 
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))

[ ] 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 May 5, 2006, the Company commenced its previously announced self-tender offer, which is part of its recapitalization plan, for $45 per share in cash and, in connection therewith, filed a Schedule TO, which included as exhibits the Offer to Purchase and related tender offer materials. A copy of the Schedule TO is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits

99.1  Schedule TO, dated May 5, 2006.*

_______________________
*Previously filed the SEC.



 
 
 

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.
 

 
      ENGELHARD
   CORPORATION
 
        (Registrant)
   
Date: May 5, 2006
/s/ Michael A. Sperduto            
 
Name: Michael A. Sperduto
 
Title: Vice President and Chief Financial Officer