Engelhard Corp. 8K - 05/31/06
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 31, 2006
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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)
[
]
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
1.01 Entry into a Material Definitive Agreement.
On
May
31, 2006, Engelhard Corporation (the “Company”) entered into an amendment (the
“Amendment”) to the Rights Agreement, dated as of October 1, 1998 between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
“Rights Agreement”), (incorporated by reference to Form 8−K filed with the SEC
on October 29, 1998) to make the provisions of the Rights Agreement inapplicable
to the Merger Agreement (the “Merger Agreement”) dated as of May 30, 2006, by
and among the Company, BASF Aktiengesellschaft (“BASF”) and Iron Acquisition
Corporation, a wholly owned subsidiary of BASF (“Merger Sub”) (incorporated by
reference to the Company’s Form 8−K filed with the SEC on May 30, 2006),
including BASF’s tender offer to purchase all of the Company’s outstanding
common stock, and the subsequent merger of Merger Sub with and into the Company
pursuant to which the Company would become a wholly owned subsidiary of BASF.
The foregoing description of the Amendment is qualified in its entirety by
reference to the Amendment, which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item
3.03 Material Modification to Rights of Security Holders
The
discussion of the Amendment to the Rights Agreement from Section 1.01 of this
Form 8-K is incorporated herein by reference.
(d) Exhibits
The
following are filed as exhibits to this report:
99.1 Amendment
to the Rights Agreement, dated May 31, 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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June
2, 2006
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/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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