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): January 26, 2005

MINERALS TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware

   

1-3295

   

25-1190717

(State or other jurisdiction
of incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

405 Lexington Avenue, New York, NY

                

10174-1901

(Address of principal executive offices)

 

(Zip Code)

(212) 878-1800

(Registrant's telephone number, including area code)

 

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.

             

 

As disclosed in Item 5.02 below, on January 26, 2005 the Board of Directors appointed Ms. Paula H. J. Cholmondeley and Mr. Joseph C. Muscari to serve as directors of the Company. Neither Ms. Cholmondeley nor Mr. Muscari are employees of the Company (each a "non-employee director").

Compensation of Non-employee Directors. As compensation for serving on the Board of Directors and its committees, each non-employee director receives an annual retainer fee of $25,000 payable quarterly for serving as a director. Non-employee directors also receive a fee of $2,000 for each meeting of the Board they attend and $1,000 for each committee meeting they attend, except that a director who serves as chair of a committee meeting receives $1,500 for each such meeting. Directors also receive compensation under the plans described below.

Under the Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors, directors who are not employees of the Company have the right to defer their fees. At each director's election, his or her deferred fees will be credited to his or her account either as dollars or as units which have the economic value of one share of Minerals Technologies stock. Dollar balances in a director's account bear interest at a rate of return equal to the rate of return for the Fixed Income Fund in the Minerals Technologies Inc. Savings and Investment Plan. If a director elects to have his or her deferred fees credited to his or her account as units, the number of units credited is calculated by dividing the amount of the deferred fees by the closing price of our common stock as of the last business day prior to the date on which the fees would otherwise be paid.

Each non-employee director is also credited with 500 units upon first joining the Board and with an additional 500 units each year as of the date of the Annual Meeting of Stockholders. In addition, non-employee directors serving on the Compensation and Corporate Governance committees receive units totaling $6,000 in value each year, while the Chair of these committees receives units totaling $9,000 in value each year. Non-employee directors serving on the Audit Committee receive units totaling $9,000 in value each year, while the Chair of the Audit Committee receives units totaling $12,000 in value each year. Units for service on committees are credited to the directors' accounts quarterly.

The units in a director's account are increased by the value of any dividends on the Company's common stock. In the case of cash dividends, the units are increased by a number calculated by multiplying the cash dividend per share times the number of units in the director's account on the related dividend record date and dividing the result by the closing market price of the common stock on the day prior to the dividend payment date. In the case of stock dividends, the units would be increased by a number calculated by multiplying the stock dividend per share times the number of units in the director's account on the related dividend record date.

2


   

At the time of a director's termination of service on the Board, the amount held in his or her account is payable in cash only. Based on the director's prior choice to receive credits as dollars or units as described above, the director receives either (i) the amount of his or her deferred fees plus accrued interest, or (ii) an amount determined by multiplying the number of units in his or her account by the closing market price of the common stock on the last business day prior to the date of payment. Payments are made in a lump sum or in installments, at the election of the director.

Directors are eligible under the Minerals Technologies 2001 Stock Award and Incentive Plan to receive options to purchase common stock, at the same time and on the same basis as across-the-board options are granted to Minerals Technologies' U.S.-based employees.

A summary of the compensation to be paid to non-employee directors is filed as Exhibit 10.1 and incorporated by reference herein. Directors who are employees of the Company are not compensated for serving on the Board.

Compensation of Ms. Cholmondeley and Mr. Muscari. In accordance with the above, Ms. Cholmondeley will receive an annual retainer fee of $25,000 payable quarterly for serving as a director, $2,000 for each meeting of the Board she will attend and $1,000 for each meeting of the Corporate Governance Committee she will attend. Ms. Cholmondeley received 500 units upon joining the Board and will receive an additional 500 units on each annual meeting date that she continues as a member of the Board, as well as units totaling $6,000 in value each year for service on the Corporate Governance Committee of the Board.

Similarly, Mr. Muscari, will receive an annual retainer fee of $25,000 payable quarterly for serving as a director, $2,000 for each meeting of the Board he will attend and $1,000 for each meeting of the Compensation Committee he will attend. Mr. Muscari also received 500 units for joining the Board and will receive an additional 500 units on each annual meeting date that he continues as a member of the Board, as well as units totaling $6,000 in value each year for service on the Compensation Committee of the Board.

     

Item 2.02

 

Results of Operations and Financial Condition.

             

 

On January 27, 2005, Minerals Technologies Inc. issued a press release concerning its financial performance for the fourth quarter of 2004. A copy of the press release is attached as Exhibit 99.1.

The information in this Item 2.02 and Exhibit 99.1 shall not be deemed filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

3


Item 5.02

 

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

             

 

On January 26, 2005, the following two new directors were elected to serve on the Board of Directors of Minerals Technologies Inc.:

  1. Ms. Paula H.J. Cholmondeley was elected to serve on the Board of Directors until the 2005 Annual Meeting of the Stockholders, at which time she will stand for re-election. Ms. Cholmondeley will serve on the Corporate Governance Committee of the Board.
  2. Mr. Joseph C. Muscari was elected to serve on the Board of Directors until the 2007 Annual Meeting of the Stockholders. Mr. Muscari will serve on the Compensation Committee of the Board.

A copy of the press release issued on January 26, 2005 announcing the election of Ms. Cholmondeley and Mr. Muscari is attached as Exhibit 99.2 and incorporated by reference herein.

     

Item 8.01

 

Other Events.

   

On January 26, 2005, Minerals Technologies Inc. issued a press release regarding the declaration of a regular quarterly dividend of $0.05 per share payable on March 15, 2005 to stockholders of record on March 3, 2005. A copy of the press release is attached hereto as Exhibit 99.3 and incorporated by reference herein.

     

Item 9.01

 

Financial Statements and Exhibits.

   

(c)

Exhibits

     

10.1

Summary of Compensation for Non-employee Directors

   

99.1

Press Release dated January 27, 2005

     

99.2

Press Release dated January 26, 2005

     

99.3

Press Release dated January 26, 2005

4


 

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.

 

 

                                          

                                         

MINERALS TECHNOLOGIES INC.

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

 

By:

/s/ Kirk G. Forrest

 

 

 

Name: Kirk G. Forrest

 

 

 

Title: Secretary

  Date:  January 27, 2005

 

 

 

 

5


 

 

MINERALS TECHNOLOGIES INC.

EXHIBIT INDEX

 

Exhibit No.


     

Subject Matter 


10.1

     

Summary of Compensation for Non-employee Directors

     

99.1

     

Press Release dated January 27, 2005

     

99.2

 

Press Release dated January 26, 2005

     

99.3

 

Press Release dated January 26, 2005

 

6

EXHIBIT 10.1     

 

DIRECTORS' FEES

 

Annual Fees &
Awarded Units

Payable as Follows*

For Each Meeting

Annual Retainer Fee

$25,000 + 500 units

$6,250 quarterly;

500 units awarded on election to the Board and annually on the date of the Annual Stockholders' meeting; retainer fees awarded for the quarter when director is elected to the board

--

Retainer Fee for the Compensation & Corporate Governance Committees (non-chair)

Zero cash payments, units totaling $6,000 in value

$1,500 in units quarterly

--

Retainer Fee for the Audit Committee (non-chair)

Zero cash payments, units totaling $9,000 in value

$2,250 in units quarterly

--

Retainer Fee for the Compensation & Corporate Governance Committees (chair)

Zero cash payments, units totaling $9,000 in value

$2,250 in units quarterly

--

Retainer Fee for the Audit Committee (chair)

Zero cash payments, units totaling $12,000 in value

$3,000 in units quarterly

--

Board of Directors Meeting Fee

--

--

$2,000 paid for each meeting attended

Committee Meeting Fee for the Compensation, Corporate Governance & Audit Committees (non-chair)

--

--

$1,000 paid for each meeting attended

Committee Meeting Fee for the Compensation, Corporate Governance & Audit Committees (chair)

--

--

$1,500 paid for each meeting attended

*Retainer fees are paid during the months of January, April, July & October

 

   

EXHIBIT 99.1

 

   

News

For Immediate Release
January 27, 2005

Contact:

Rick B. Honey
(212) 878-1831

 

MINERALS TECHNOLOGIES REPORTS FOURTH QUARTER
DILUTED EARNINGS PER SHARE OF $0.70, INCLUDING CHARGES
ASSOCIATED WITH DUE DILIGENCE

----------

Full Year 2004 Diluted Earnings Per Share Were $2.82 on Sales of $923.2 Million

----------

NEW YORK, January 27--Minerals Technologies Inc. (NYSE: MTX) today reported net income of $14.6 million for the fourth quarter of 2004, a 50-percent increase over $9.7 million earned in the fourth quarter of 2003. Operating income increased 59 percent to $21.5 million from $13.5 million for the fourth quarter of 2003. Excluding charges for restructuring and asset impairment costs taken in 2003, as well as a small restructuring charge in 2004 and the costs associated with due diligence for a terminated acquisition effort, operating income increased 13 percent to $22.6 million from $20.0 million. Diluted earnings per common share increased 49 percent to $0.70 from $0.47 in the prior year.

          During 2004, the company recognized pre-tax corporate charges of $1.0 million, or $0.03 per share, related to due diligence from the terminated acquisition efforts in the fourth quarter. In addition, the company recognized a pre-tax charge of $1.1 million, or $0.03 per share, relating to workforce reductions for a program announced in the prior year. In 2003, the company recorded pre-tax charges of approximately $6.5 million, or $0.19 per share, for asset retirements and workforce reductions.

          The company's operating income for the full year 2004 was $88.9 million, a 15-percent increase over $77.2 million for 2003. Excluding charges for restructuring, asset impairments and due diligence, operating income was $91.1 million, a 9-percent increase over $83.7 million in 2003. Net income for the full year increased 21 percent to $58.5 million from $48.2 million in 2003. Diluted earnings per share were $2.82, a 19-percent increase over the previous year. Diluted earnings per share, before the cumulative effect of an accounting change in the prior year, increased 11 percent.

          "Our Specialty Minerals segment experienced a difficult fourth quarter while the Refractories segment delivered a strong performance," said Paul R. Saueracker, chairman, president and chief executive officer. "Overall, we experienced high raw material and energy costs, which had an impact on our operating income, despite a significant improvement in sales."

          Worldwide sales in the fourth quarter increased 17 percent to $248.0 million from $211.7 million in the prior year. For the fourth quarter, foreign exchange had a favorable impact on sales of approximately $6.6 million or about 3 percentage points of growth. Worldwide sales for the full year 2004 were $923.2 million, a 13-percent increase over $813.7 million reported in 2003. Foreign exchange had a favorable impact on sales of approximately $28.2 million, or 3 percentage points of growth.

          Worldwide sales in the company's Specialty Minerals segment, which consists of precipitated calcium carbonate (PCC) and Processed Minerals, were $164.0 million, a 15-percent increase over $142.9 million in the same period in 2003. For the full year, Specialty Minerals sales increased 12 percent to $622.9 million compared with $557.1 million for 2003. For the fourth quarter, income from operations of $12.5 million increased 35 percent over $9.3 million in the fourth quarter of 2003. Excluding minor 2004 charges for restructuring, Specialty Minerals' operating income was $12.6 million, a 3-percent decline from 2003, excluding $3.7 million of restructuring and asset impairment charges for that year. Specialty Minerals' operating income for the full year was $59.6 million, an 8-percent increase over $55.4 million in 2003. Excluding charges for restructuring and asset impairments in both years, Specialty Minerals' operating income for the full year wa s $60.3 million, a 2-percent increase over $59.2 million reported in 2003.

          Worldwide sales of PCC, which is used mainly in the manufacturing processes of the paper industry, increased 16 percent from $111.7 million in the fourth quarter of 2003 to $130.1 million in the same period in 2004. For the full year, PCC sales increased 11 percent from $436.1 million in 2003 to $484.7 million. Paper PCC volume from satellite plants increased 12-percent for the fourth quarter and 7 percent for the full year.

          During the fourth quarter, the company dedicated a new merchant facility for the production of PCC for use in paper coating. This facility, in Walsum, Germany, is now conducting customer qualification trials. The initial annual production capacity at this facility will be 125,000 metric tons of PCC with a future capacity of 500,000 metric tons. This facility will produce sophisticated PCC coating products for use in high-quality publication and graphic art papers. Walsum is centrally located in one of the world's largest concentrations of manufacturing for these types of papers.

          "In 2004, worldwide printing and writing paper production totaled an estimated 109,675 metric tons, a 5.3-percent increase over 2003, according to Resource Information Systems Inc. Demand for uncoated freesheet, which is our largest market for PCC, increased slightly in 2004 versus 2003 and RISI forecasts about 3-percent growth for 2005," said Mr. Saueracker. "Despite this sluggish production, we were still able to maintain our paper PCC volumes for the full year at 3.7 million tons versus 3.4 million tons produced in 2003. We remain optimistic that in 2005 our PCC programs will continue to grow and that we will sign contracts for additional satellite plants."

          The Specialty PCC product line reflected an increase in sales in the fourth quarter and the full year. Specialty PCC has shown improvement as a result of improved volumes, especially in automotive and consumer applications.

          Worldwide sales of Processed Minerals products increased 9 percent in the fourth quarter to $33.9 million from $31.2 million for the same period in the previous year. For the full year, Processed Minerals product sales increased 14 percent to $138.3 million from $121.0 million in 2003. Processed Minerals products, which include ground calcium carbonate and talc, are used in the building materials, polymers, ceramics, paints and coatings, glass and other manufacturing industries.

          "Profitability in our Specialty Minerals segment was affected by start-up costs for Walsum, higher energy costs, increased R&D expenditures, especially for the filler-fiber composite material we are working on with International Paper, and higher litigation expenses," said Mr. Saueracker.

          In the company's Refractories segment, sales for the fourth quarter were $84.0 million, a 22-percent increase from $68.8 million recorded in the fourth quarter of 2003. Sales for the full year for the Refractories segment were $300.3 million, a 17-percent increase over the $256.6 million in the previous year. The segment achieved sales growth in all regions, but particularly in North America due to increased market penetration and continued improvement in business conditions. Operating income for the fourth quarter for the Refractories segment was $10.0 million--more than double the $4.2 million from the prior year. Excluding the $2.8 million in 2003 charges for restructuring and asset impairments, operating income for the Refractories segment increased 42 percent, including approximately $2.3 million in recoveries of previously written-off bad debt relating to steel company bankruptcies. For the full year, Refractories' operating income was $30. 3 million, up 39 percent over $21.8 million for 2003. Excluding charges for restructuring and asset impairments, full year operating income for the Refractories segment increased 25 percent.

          "Refractories had a solid fourth quarter as a result of continued strength in the steel industry and sales of high performance products and equipment systems," said Mr. Saueracker.

          He concluded: "We continue to show sales growth in all product lines. In the coming year--if the worldwide economy remains stable--we expect to be able to leverage that sales growth into improved profitability."

####

Minerals Technologies will sponsor a conference call tomorrow, January 28, at 11 a.m. The conference call will be broadcast live on the company web site, which can be found at www.mineralstech.com.

----------

This press release contains some forward-looking statements, which describe or are based on the company's current expectations. Actual results may differ materially from these expectations. The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this document should be evaluated together with the many uncertainties that affect our businesses, particularly those mentioned in the cautionary statements of our 2003 Form 10-K and in our other reports filed with the Securities and Exchange Commission.

----------

 


 

CONSOLIDATED STATEMENT OF INCOME
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
 
(thousands of dollars, except per share data)

 
   

 (unaudited)

 
                             
   

 Fourth Quarter


  %

 Full Year


  %  

 

 

 

2004


 

2003


 

Change


 

2004


 

2003


 

Change


 
                             
  Net sales $ 248,028 $ 211,685   17 $ 923,217 $ 813,743   13  
  Operating costs and expenses:                          
     Cost of goods sold   192,616   160,940   20   708,716   615,749   15  
     Marketing and administrative
   expenses
  26,164   21,987   19   92,844   83,809   11  
     Research and development
   expenses
  7,810   6,436   21   28,996   25,149   15  
     Bad debt expenses
   (recoveries)
  (1,204)   2,276   *   1,576   5,307   (70)  
     Acquisition termination costs   997   0   *   997   0   *  
     Restructuring charges   119   3,323   *   1,145   3,323   (66)  
     Write-down of impaired assets   0   3,202   *   0   3,202   *  
  Income from operations   21,526   13,521   59   88,943   77,204   15  
                             
     Non-operating
   deductions - net
  1,412   1,292   9   4,505   4,860   (7)  
                             
  Income before provision for
taxeson income and minority interests
  20,114   12,229   64   84,438   72,344   17  
                             
  Provision for taxes on income   5,128   2,344   119   24,245   19,116   27  
                             
  Minority interests   424   201   111   1,710   1,575   9  
                             
  Income before cumulative
effect of accounting change
  14,562   9,684   50   58,483   51,653   13  
                             
  Cumulative effect of accounting change, net of tax   0   0       0   3,433   *  
                             
  Net income $ 14,562 $ 9,684   50 $ 58,483 $ 48,220   21  
                             
                             
  Weighted average number of common shares outstanding:                          
     Basic   20,522   20,429       20,530   20,208      
                             
     Diluted   20,785   20,666       20,769   20,431      
                             
  Earnings per share:                          
  Basic                          
     Before cumulative effect of
   accounting change
$ 0.71 $ 0.47   51 $ 2.85 $ 2.56   11  
     Cumulative effect of accounting
   change
  0   0       0   0      
        Basic earnings per share $ 0.71 $ 0.47   51 $ 2.85 $ 2.39   19  
                             
  Diluted                          
     Before cumulative effect of
   accounting change
$ 0.70 $ 0.47   49 $ 2.82 $ 2.53   11  
     Cumulative effect of accounting
   change
  0   0       0   (0.17)      
        Diluted earnings per share $ 0.70 $ 0.47   49 $ 2.82 $ 2.36   19  
                             
  Cash dividends declared per common share $ 0.05 $ 0.025     $ 0.20 $ 0.10      
                             
                             
                             
  1) Sales increased approximately 16% in the United States in the fourth quarter and 12% for the full year of 2004. International sales increased approximately 19% in the fourth quarter and 16% for the full year of 2004.  
  2) The Company recorded restructuring charges of $0.1 million in the fourth quarter of 2004 and $1.1 million for the full year of 2004 related to the program announced in December 2003. These charges relate to workforce reductions from business units and organization levels throughout the Company's worldwide operations.  
  3) The Company recognized acquisition termination costs of approximately $1.0 million in the fourth quarter.  
  4) The Company received bad debt recoveries in the fourth quarter of approximately $2.3 million related to steel customer bankruptcies, in which the Company had previously written off the related accounts receivable.  
  5) The Company recorded restructuring charges of $3.3 million and a write-down of impaired assets of $3.2 million in the fourth quarter of 2003. These charges reduced diluted earnings by approximately $0.19 per share. The asset impairment charges were related to the closure in the first quarter of 2004 of the Company's operations in River Rouge, Michigan and retirement of certain Synsil products assets that have been made obsolete through the development of an improved manufacturing process. The restructuring charges relate to workforce reductions from business units and organization levels throughout the company's worldwide operations and to lease termination costs.  
  6) Effective January 1, 2003, the Company adopted SFAS No. 143, "Accounting for Asset Retirement Obligations." Upon adoption, the Company recorded a non-cash after-tax charge to earnings of approximately $3.4 million for the cumulative effect of this accounting change related to retirement obligations associated with the Company's PCC satellite facilities and its mining properties.  
  7) The analyst conference call to discuss operating results for the fourth quarter and full year is scheduled for January 28, 2005 at 11:00 AM and will be broadcast over the Company's website (www.mineralstech.com). The broadcast will remain on the Company's website for no less than one year.  

 

 


 

 

MINERALS TECHNOLOGIES INC AND SUBSIDIARY COMPANIES
 CONDENSED CONSOLIDATED BALANCE SHEET

 
             
 

ASSETS

 
             
  (In Thousands of Dollars)          
      December 31,
 2004*

  December 31,
2003**

 
             
             
  Current assets:          
     Cash & cash equivalents   112,967   90,515  
     Accounts receivable, net   156,441   147,600  
     Inventories   106,446   86,378  
     Other current assets   16,103   15,632  
        Total current assets   391,957   340,125  
             
  Property, plant and equipment   1,330,176   1,209,950  
  Less accumulated depreciation   715,891   648,362  
        Net property, plant & equipment   614,285   561,588  
             
  Goodwill   53,729   52,721  
  Prepaid benefit cost   61,617   46,251  
  Other assets and deferred charges   31,888   34,815  
             
        Total assets   1,153,476   1,035,500  
             
             
 

LIABILITIES AND SHAREHOLDERS' EQUITY 

 
             
  Current liabilities:          
     Short-term debt   33,659   33,522  
     Accounts payable   56,381   44,217  
     Other current liabilities   61,920   44,296  
        Total current liabilities   151,960   122,035  
             
  Long-term debt   95,069   98,159  
  Other non-current liabilities   107,214   107,925  
        Total liabilities   354,243   328,119  
             
  Total shareholders' equity   799,233   707,381  
             
        Total liabilities and shareholders' equity   1,153,476   1,035,500  
             
             
* Unaudited.   
** Condensed from audited financial statements.    

 

   

EXHIBIT 99.2

 

   

News

For Immediate Release
January 26, 2005

Contact:

Rick B. Honey
(212) 878-1831

 

MINERALS TECHNOLOGIES INC. ELECTS TWO NEW DIRECTORS

----------

Paula H. J. Cholmondeley and Joseph C. Muscari
Join Board of Directors of New York-Based Company

----------

NEW YORK, January 26--Minerals Technologies Inc. (NYSE: MTX) announced today that it has elected Paula H. J. Cholmondeley and Joseph C. Muscari to its Board of Directors.

          "We are very pleased to have two such distinguished business people join our Board," said Paul R. Saueracker, chairman, president and chief executive officer. "Paula Cholmondeley and Joseph Muscari have a wealth of knowledge in many business disciplines that will be of great value to Minerals Technologies."

          Ms. Cholmondeley is a former vice president and general manager of Specialty Products for SAPPI Fine Paper, North America. Mr. Muscari is an executive vice president for Alcoa where he also serves as group president for Rigid Packaging, Foil & Asia.

          Ms. Cholmondeley began her business career as an auditor with Arthur Andersen & Company in 1971. She has worked for a number of corporations in positions of increasing responsibility, including diverse financial positions for International Paper from 1974 to 1980. In 1982 and 1983, while she was with Westinghouse Elevator Company, she was also a White House Fellow with the US Trade Representative in Washington, D.C. Ms. Cholmondeley joined Westinghouse as vice president, Strategic Planning and Programs. Between 1986 and 1988 she served as chief financial officer and senior vice president for Blue Cross Blue Shield of Greater Philadelphia. In 1988, she joined The Faxon Company, where she served as vice president and general manager for its International Division. She joined Owens Corning in 1992 as vice president, Business Development and Global Sourcing, and by 1998 had become vice president and general manager, Residential Insulation. Between 2000 and 2004, Ms. Cholmondeley worked at SAPPI Fine Paper, North America.

          She is on the board of directors of the Terex Corporation; Ultralife Batteries, Inc., and Dentsply International.

          She holds a BA in Accounting from Howard University and an MS in Accounting from the Wharton School of Finance.

          Joseph C. Muscari began his career as an industrial engineer with Alcoa Inc. in 1969 and moved into positions of increasingly responsibility. Between 1977 and 1979 he served as chief industrial engineer for Alcoa's Forging Division. In 1983 and 1984 he worked as group controller for the Engineered Products Division; in 1984, he was named general manager of Alcoa's Powder and Pigment Division. For the three years between 1986 and 1989, he was director of Alcoa's Worldwide Computer Services. In 1989, Mr. Muscari became a group vice president of the Stolle Corporation, an Alcoa subsidiary, where he was responsible for that company's Industrial and Consumer Products Group. In 1992, he was named president, Alcoa Asia, and lived in Japan for five years with his family. In 1997, he was named vice president, Environment, Health, Safety, Audit and Compliance. In 2001, he became executive vice president and group president Asia & Latin America. He assumed his present position in October of 2004.

          Mr. Muscari serves on the board of directors of the China Aluminum Company (CHALCO), Latasa, Alcoa Fujikura and is a member of the Board of Overseers for the New Jersey Institute of Technology.

          He holds a BS in Industrial Engineering from the New Jersey Institute of Technology and an MBA from the University of Pittsburgh.

          Minerals Technologies is a global resource- and technology-based growth company that develops, produces and markets the highest quality performance-enhancing minerals and related products, systems and services for the paper, steel, polymer and other manufacturing industries. The company reported sales of $813.7 million in 2003.

 

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For further information about Minerals Technologies Inc. look on the Internet at
http://www.mineralstech.com

 

   

EXHIBIT 99.3

 

   

News

For Immediate Release
January 26, 2005

Contact:

Rick B. Honey
(212) 878-1831

 

MINERALS TECHNOLOGIES INC. DECLARES QUARTERLY DIVIDEND

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NEW YORK, January 26--Minerals Technologies Inc. (NYSE: MTX) today declared a regular quarterly dividend of $0.05 per share on the company's common stock. The dividend is payable on March 15, 2005 to stockholders of record on March 3, 2005.

          Minerals Technologies Inc. is a global resource- and technology-based growth company that develops, produces and markets the highest quality performance-enhancing minerals and related products, systems and services. MTI serves the paper, steel, polymer and other manufacturing industries. The company reported sales of $813.7 million in 2003.

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For further information about Minerals Technologies Inc. look on the Internet at
http://www.mineralstech.com

This press release contains some forward-looking statements, which describe or are based on the company's current expectations. Actual results may differ materially from these expectations. The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this document should be evaluated together with the many uncertainties that affect our businesses, particularly those mentioned in the cautionary statements in our 2003 Form 10-K and in our other reports filed with the Securities and Exchange Commission.