The Company believes that its facilities, which are of varying ages and are of different construction types, have been satisfactorily maintained, are in good condition, are suitable for the Company's operations and generally provide sufficient capacity to meet the Company's production requirements. Based on past loss experience, the Company believes it is adequately insured in respect to these assets, and for liabilities which are likely to arise from its operations. 

     On or about October 5, 1999, the Company was notified by the U.S. Department of Justice of an enforcement referral from the U.S. Environmental Protection Agency regarding alleged violations by the Company's subsidiary, Barretts Minerals Inc. ("BMI"), of a state-issued permit regulating pit dewatering and storm water discharge at BMI's talc mine in Barretts, Montana. The threatened federal enforcement action would duplicate in part a state enforcement action that was resolved in May 1999 through settlement and payment of a civil penalty of $14,000. BMI has entered into prefiling negotiations with the Department of Justice, and as of March 2, 2001, no complaint had been filed. We anticipate that any settlement of this matter would include a monetary penalty as well as other relief, such as a supplemental environment project at the Barretts site. There can be no assurance that the amount of monetary penalty or the cost of other relief sought by the Department of Justice in any such complaint, if filed, would not be substantially in excess of the amount for which the previous state enforcement action was settled.

     On or about July 14, 2000, MTI, Specialty Minerals Inc. and Minteq International Inc. received from the Connecticut Department of Environmental Protection ("DEP") a proposed administrative consent order relating to the Canaan, Connecticut site at which both Minteq and Specialty Minerals have operations. The proposed order would settle claims relating to an accidental discharge of machine oil alleged to have contained polychlorinated biphenyls at or above regulated levels. The Company's employees immediately took steps to contain and clean up the discharge and notified the Connecticut DEP and the U.S. Environmental Protection Agency ("EPA") as required by law. The proposed order also alleges certain violations of other environmental requirements, including violations of the Canaan site's existing permit for discharge of stormwater, and of regulations governing the management of underground storage tanks. The proposed order would require payment of a civil penalty of $420,605, remediation of certain conditions at the site, and other injunctive relief. MTI and the other respondents dispute many of the factual allegations forming the basis of the proposed order, and plan to contest them vigorously. There can be no assurance, however, that the Company will be successful in doing so, and the amount of any civil penalty to be paid, and the cost of any remediation or other injunctive relief, remains uncertain.

     On February 27, 2001, the U.S. Environmental Protection Agency filed a civil administrative complaint against Minteq International Inc. seeking $192,000 in monetary sanctions for alleged regulatory violations relating to the use, handling and disposal of PCB's at Minteq's Canaan, Connecticut facility. Minteq is preparing a response to the complaint, and plans to contest vigorously many of the factual allegations and legal conclusions asserted by the EPA.

     The Company and its subsidiaries are not party to any other pending legal proceedings, other than routine litigation incidental to their businesses.

     No matters were submitted to a vote of security holders during the fourth quarter of 2000.

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PART II

     The Company's common stock is traded on the NYSE under the symbol "MTX."

     Information on market prices and dividends is set forth below:

     On March 2, 2001, the last reported sale price on the NYSE was $36.99 per share. As of March 2, 2001, there were approximately 239 holders of record of the common stock.

     On January 25, 2001, the Company's Board of Directors declared a regular quarterly dividend on its common stock of $0.025 per share. Subject to satisfactory financial results and declaration by the Board, the Company currently intends to pay quarterly cash dividends of at least $0.025 per share on its common stock. Although the Company believes its historical earnings indicate that this dividend policy is appropriate, it will be reviewed by the Board from time to time in light of the Company's financial condition, results of operations, current and anticipated capital requirements, contractual restrictions and other factors deemed relevant by the Board. No dividend will be payable unless declared by the Board and unless funds are legally available for payment thereof.

     On February 26, 1998, the Company's Board of Directors authorized a $150 million stock repurchase program. The stock is being purchased on the open market from time to time. As of January 28, 2001, the Company had repurchased approximately 3.1 million shares under this program, at an average price of approximately $44 per share.

     The Company expects to complete its current share repurchase program in the second quarter of 2001. The Board has authorized the Company's Management Committee to repurchase up to $25 million in additional shares per year over the next three-year period, at its discretion.

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    In 2000, the Company had a difficult year. The first two quarters of the year were very strong with growth in diluted earnings per share of 15% and 16%, respectively. As a result of weakness in the second half in the paper, steel and construction industries, and approximately $10.5 million in charges, which are described below, diluted earnings per share declined 8% for the year as compared with the prior year. The Company expects continued weakness in the first half of 2001.

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     During the second half of 2000, economic trends in the industries the Company serves, particularly in the United States, deteriorated significantly.

• Three paper mills at which the Company has satellite precipitated calcium carbonate (PCC) plants announced their intention to shut down, two owned by International Paper Company and one by Plainwell Inc., which filed a Chapter 11 bankruptcy petition. Other paper makers reduced inventories as a result of weaker paper demand.
• The domestic steel industry experienced an extreme downturn: domestic steel production, which increased approximately 13% in the first half of 2000, decreased approximately 12% in the fourth quarter. Several steel manufacturers, including two major customers of the Company, filed for bankruptcy protection.
• The construction and automotive industries were also affected adversely by the weaker economy and higher energy costs.

     As a consequence of these adverse events the Company recorded a $4.9 million write-down of impaired assets related to the three satellite PCC plants at paper mills that have ceased or will cease operations. The Company also recognized $5.6 million in additional bad debt expenses, primarily related to the bankruptcies of major customers in the steel, paper and construction industries.

     The Company adhered to its strategy of expanding its PCC product line within the Specialty Minerals segment. The Company commenced operations at two new satellite PCC plants, one in Japan and the other in Brazil and began operations at a major three-unit expansion of a satellite PCC plant in Portugal. Together, these plants have production capacity equivalent to approximately seven satellite units. (A satellite unit is equivalent to annual production capacity of between 25,000 and 35,000 tons of PCC.) The Company also added another eight units of volume in 2000 through various expansions at existing satellite facilities. In January 2001, the Company announced a new contract with Great Northern Paper Company in Millinocket, Maine to construct a two-unit satellite plant using the Company's patented AT^TM PCC technology. This plant is expected to be in operation in the third quarter of 2001. The AT^TM PCC technology continues to show growth and the groundwood sector of the worldwide paper industry continues to show widespread interest in this product. The Company presently serves 14 groundwood paper mills on 24 paper machines around the world. As a result, sales of PCC as a percentage of the Company's total net sales, which were 37% in 1992, had risen to approximately 60% by 2000.

     The Company expects additional expansions at existing satellite PCC plants to occur in 2001 and also expects to sign contracts for new satellite PCC plants.

In 2001, the Company plans to continue its focus on the following growth strategies for the PCC product line:

• Continued efforts to increase market penetration in North America, Europe, Latin America, and the Pacific Rim.
• Continued expansions of the capacity of existing satellite PCC plants in response to increased demand, which is resulting from increased PCC filler levels in paper, the installation of new paper machines or higher paper machine productivity.
• Continued research and development and marketing efforts for new and existing products.

     However, there can be no assurance that the Company will achieve success in implementing any one or more of these strategies.

     The Company's sales of PCC are predominantly pursuant to long-term agreements, generally ten years in length, with paper mills at which the Company operates satellite PCC plants. The terms of many of these agreements have been extended, often in connection with an expansion of the satellite PCC plant. Failure of a number of the Company's customers to renew existing agreements on terms as favorable to the Company as those currently in effect could cause the future growth rate of the Company to differ materially from its historical growth rate.

     On February 23, 2001, the Company signed an agreement to purchase the refractories business of Martin Marietta Magnesia Specialties Inc. for $34 million. This transaction is expected to close within the second quarter of 2001. Net sales of this business for the year ended December 31, 2000 were approximately $57 million.

     The Company will continue to emphasize specialty products in its Refractories segment and to develop and commercialize products, processes and equipment resulting from its research and development efforts.

     As the Company continues to expand its operations overseas, it faces the inherent risks of doing business abroad, including exchange rate fluctuations, nationalization, expropriation, limitations on repatriation of funds and other factors. In addition, the Company's performance depends to some extent on that of the industries it serves, particularly the paper manufacturing, steel manufacturing, and construction industries.

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     Worldwide net sales in 2000 increased 1.3% from the previous year to $670.9 million. The stronger U.S. dollar had an unfavorable effect of approximately 2 percentage points of sales growth. Sales in the Specialty Minerals segment, which includes the PCC and Processed Minerals product lines, grew 1.4% to $486.3 million compared with $479.4 million for the same period in 1999. Sales in the Refractories segment grew approximately 1% over the previous year to $184.6 million. In 1999, worldwide net sales increased 4.9% over the prior year to $662.5 million. Specialty Minerals segment sales increased 7.9% and Refractories segment sales decreased 2.2% in 1999.

     Worldwide net sales of PCC in 2000 increased 1.9% to $399.2 million from $391.9 million in the prior year. Foreign exchange had an unfavorable impact on PCC sales of approximately $7.9 million or 2 percentage points of growth. The increase in PCC sales was primarily attributable to the commencement of operation at two new satellite PCC plants, the ramp-up of two satellite plants that began operations in 1999, and to volume increases and expansions at several long-standing PCC plants. This growth was partially offset by a 10% decline in sales of Specialty PCC, which is used for non-paper applications, and by weakness in the paper industry in the second half of 2000. PCC sales in 1999 increased 10.2% to $391.9 million from $355.5 million in 1998. This growth was primarily attributable to the start-up of operations at two of the Company's largest satellite plants in 1999. In addition, a full year of operations at several satellite PCC plants that began operations in 1998 and volume increases from the Company's long-standing satellite PCC plants also contributed to the sales growth.

     Net sales of Processed Minerals products in 2000 decreased slightly to $87.1 million from $87.5 million in 1999. This decline was attributable primarily to a slowdown in the construction-related industries. Net sales of Processed Minerals from ongoing operations in 1999 increased slightly. In April 1998, the Company divested its Midwest limestone business in Port Inland, Michigan. References to ongoing operations exclude the results from this facility.

     Net sales in the Refractories segment in 2000 increased approximately 1% to $184.6 million from $183.1 million in the prior year. Foreign exchange had an unfavorable impact on Refractories sales of approximately $4.1 million or 2 percentage points of growth. Unfavorable economic conditions in the worldwide steel industry in the second half of 2000 reduced the 9% sales growth experienced by this product line in the first six months of 2000. In 1999, net sales in the Refractories segment decreased 2.2% from the prior year.

     Net sales in the United States decreased less than 1%. This decrease was attributable to the aforementioned weakness in the steel, paper and construction industries. Foreign sales in 2000 increased 4.7% as a result of the continued international expansion of the Company's PCC product line. In 1999, domestic net sales from ongoing operations were 4.2% higher than in the prior year as a result of increased sales in the Specialty Minerals segment. Foreign sales were approximately 7.1% greater than in the prior year, primarily due to growth in the PCC product line.

     Cost of goods sold was 71.2% of sales compared with 70.5% in the prior year. This increase was primarily attributable to the softening of market conditions in the steel, paper and construction industries in the second half of 2000. In addition, the Company was adversely impacted by higher energy costs, the unfavorable impact of foreign exchange, and costs associated with the delayed ramp-up of the Company's new merchant manufacturing plant in Mississippi. Cost of goods sold in 1999 was 0.4 percentage points higher than in the prior year.

     Marketing and administrative costs decreased 1.1% to $71.4 million and were 10.7% of net sales. In 1999, marketing and administrative costs decreased 3.9% to $72.2 million and were 10.9% of net sales.

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     Research and development expenses during 2000 increased 6.0% to $26.3 million and represented 3.9% of net sales. A planned increase to develop SYNSIL™ products, a family of synthetic silicate products for the glass industry, was the primary reason for the expense growth in 2000 and 1999.

     The Company recognized additional bad debt expenses of $5.6 million in the fourth quarter of 2000. This charge was primarily related to bankruptcy filings by several of the Company's major customers serving the steel, paper and construction industries.

     During the fourth quarter of 2000, the Company recorded a write-down of impaired assets of $4.9 million for three satellite precipitated calcium carbonate plants at paper mills that have ceased or will cease operations.

     Income from operations in 2000 decreased 13.0% to $84.8 million from $97.5 million in 1999. This decrease was due primarily to weakness in the three major industries the Company serves and to the aforementioned additional bad debt expenses and write-down of impaired assets. In 1999, income from operations rose 5.5% to $97.5 million from $92.4 million in 1998. This increase was due primarily to slightly improved profitability in the PCC product line within the Specialty Minerals segment, and to improved profitability in the Refractories segment.

     Non-operating deductions were approximately the same as in the prior year. Gross interest expense was 18% higher than the prior year but was partially offset by interest capitalized on major construction projects. Non-operating deductions in 1999 decreased from the prior year due primarily to lower foreign exchange losses. Gross interest costs decreased 13.5% from 1998 to $6.1 million. However, interest income was also lower than in the prior year.

     The effective tax rate decreased to 29.8% in 2000 compared with 31.3% in 1999. This decrease was due to higher depletion deductions as a percentage of income before taxes and the mix of profit by country. The effective tax rate was 31.7% in 1998.

     The consolidated joint ventures continue to operate profitably. The decrease in the provision for minority interests in 1999 was primarily due to foreign exchange losses.

     Net income decreased 12.7% in 2000 to $54.2 million. In 1999, net income increased 8.6% to $62.1 million. Earnings per common share, on a diluted basis, decreased 8% to $2.58 in 2000 as compared with $2.80 in the prior year.

     The Company's financial position remained strong during 2000. Cash flows in 2000 were provided from operations and short-term and long-term financing. The cash was applied principally to fund approximately $103.3 million of capital expenditures, acquire a German producer of advanced laser scanning devices for the Refractories segment, repurchase $43.0 million of common shares for treasury, and repay short-term and long-term debt. Cash provided from operating activities amounted to $91.1 million

15

in 2000, $130.2 million in 1999 and $117.0 million in 1998. The reduction in cash provided from operating activities in 2000 was primarily attributable to a decrease in working capital.

     On May 17, 2000, the Company's majority-owned subsidiary, Specialty Minerals FMT. K.K., entered into a Yen-denominated Guaranteed Credit Agreement with the Bank of New York due March 31, 2007. The proceeds were used to finance the construction of a PCC satellite facility in Japan. Principal payments begin on June 30, 2002. Interest is payable quarterly at a rate of 2.05% per annum.

     On June 9, 2000 the Company entered into a twenty-year, taxable, Variable/Fixed Rate Industrial Development Revenue Bond agreement to finance a portion of the construction of a merchant manufacturing facility in Mississippi for the production of Specialty PCC. The Company selected the variable rate option for this borrowing and the average interest rate was approximately 7.18% for the period ended December 31, 2000.

     The Economic Development Authority Refunding Revenue Bonds due 2010 were issued on February 23, 1999 to refinance the bonds issued in connection with the construction of a PCC plant in Eastover, South Carolina. The bonds bear interest at either a variable rate or fixed rate at the option of the Company. Interest is payable semi-annually under the fixed rate option and monthly under the variable rate option. The Company has selected the variable rate option on these borrowings and the average interest rate for the year ended December 31, 2000 was approximately 4.33%.

     The Variable/Fixed Rate Industrial Development Revenue Bonds due November 1, 2014 are tax-exempt 15-year instruments and were issued on November 30, 1999 to refinance the bonds issued in connection with the construction of a PCC plant in Jackson, Alabama. The bonds bear interest at either a variable rate or fixed rate at the option of the Company. Interest is payable semi-annually under the fixed rate option and monthly under the variable rate option. The Company has selected the variable rate option on these borrowings and the average interest rate for the year ended December 31, 2000 was approximately 4.33%.

     On February 26, 1998, the Company's Board of Directors ("Board") authorized a $150 million stock repurchase program. The stock is being purchased on the open market from time to time. As of January 28, 2001, the Company had repurchased approximately 3.1 million shares under this program, at an average price of approximately $44 per share.

     The Company expects to complete its current share repurchase program in the second quarter of 2001. The Board has authorized the Company's Management Committee to repurchase up to $25 million in additional shares per year over the next three-year period, at its discretion.

     The Company has approximately $85 million in uncommitted short-term bank credit lines, of which $48.1 million was in use at December 31, 2000. The Company anticipates that capital expenditures for 2001 should approximate $100 million, principally related to the construction of satellite PCC plants, and other opportunities that meet the strategic growth objectives of the Company. The Company expects to meet its long-term financing requirements from internally generated funds, the aforementioned uncommitted bank credit lines and, where appropriate, project financing of certain satellite plants.

     Prospective Information and Factors That May Affect Future Results

     The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand companies' future prospects and make informed investment decisions. This report may contain forward-looking statements that set out anticipated results based on management's plans and assumptions. Words such as "expects," "plans," "anticipates," "will," and words and terms of similar substance, used in connection with any discussion of future operating or financial performance identify these forward-looking statements.

     The Company cannot guarantee that the outcomes suggested in any forward-looking statement will be realized, although it believes it has been prudent in its plans and assumptions. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements and should refer to the discussion of certain risks, uncertainties and assumptions under the heading "Cautionary Factors That May Affect Future Results" in Item 1.

     Several acquisitions in the paper industry have taken place in the last two years. Such acquisitions could result in partial or total closure of some paper mills at which the Company operates PCC satellites. Such closures would reduce the Company's sales of PCC, except to the extent that they resulted in paper production and associated purchases of PCC shifting to another location served by the Company. There can be no assurance, however, that this will occur. In addition, such acquisitions concentrate purchasing power in the hands of a smaller number of papermakers, enabling them to increase competitive pressure on their suppliers, such as the Company. Such increased pressure could have an adverse effect on the Company's results of operations in the future.

16

     The Company's largest customer, International Paper Company, has decided to reduce U.S. production capacity by closing two paper mills in which the Company has satellite PCC plants. These paper mills are located in Mobile, Alabama, and Lock Haven, Pennsylvania. In addition, Plainwell Inc. filed for bankruptcy protection and closed its paper mill in Plainwell, Michigan. The Company operates a small satellite PCC plant at that location. As a result of these plant closings, the Company recorded a $4.9 million write-down of impaired assets.

     Excluding the plants to be closed, there are three satellite locations, serving two customers, at which our contracts have recently expired or are due to expire by the end of 2001. The Company continues to supply PCC at all of these locations and expects to negotiate long-term contract extensions at all of them. There is no assurance, however, that these negotiations will be successful.

     Historically, inflation has not had a material adverse effect on the Company. The contracts pursuant to which the Company constructs and operates its satellite PCC plants generally adjust pricing to reflect increases in costs resulting from inflation.

     The bulk of the Company's sales are to customers in the paper manufacturing, steel manufacturing industries and construction industries, which have historically been cyclical. These industries encountered difficulties in 2000. The pricing structure of some of our long-term PCC contracts makes our PCC business less sensitive to declines in the quantity of product purchased. For this reason, and because of the geographical diversification of our business, the Company's operating results to date have not been materially affected by the difficult economic environment. However, we cannot predict the economic outlook in the countries in which we do business, nor in the key industries we serve. There can be no assurance that a recession, in some markets or worldwide, would not have a significant negative effect on the Company's financial position or results of operations.

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." The statement establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The statement, as amended, is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. The Company will adopt SFAS 133 by January 1, 2001. Adoption of SFAS 133 will not have a material effect on the consolidated financial statements.

     The Emerging Issues Task Force ("EITF") reached a consensus on EITF Issue 00-10, "Accounting for Shipping and Handling Fees and Costs." This pronouncement was effective in the fourth quarter of 2000 and all prior periods were reclassified to comply with the classification guidelines of this issue. EITF Issue 00-10 stipulates that all amounts billed to a customer in a sale transaction related to shipping and handling represent revenues earned for the goods provided and should be classified as revenue. In addition, costs incurred for shipping and handling should preferably be classified as costs of goods sold. The Company has historically recorded the net costs of shipping and handling in marketing and administrative expenses since the majority of such costs are a direct pass-through of costs to the customer. Adjustments were reflected in the statement of income and related footnotes in order to comply with this pronouncement.

     On January 1, 1999, eleven European countries adopted the euro as their common currency. From that date until January 1, 2002, debtors and creditors may choose to pay or be paid in euros or in the former national currencies. On and after January 1, 2002, the affected national currencies will cease to be legal tender.

     The Company's information technology systems are now able to convert among the former national currencies and the euro and to process transactions and balances in euros. The financial institutions with which the Company does business are capable of receiving deposits and making payments both in euros and in the national currencies. The Company does not expect that adapting its information technology systems to the euro will have a material effect on its financial condition or results of operations. The Company is also reviewing contracts with customers and vendors calling for payments in currencies that are to be replaced by the euro, and intends to complete in a timely way any required changes to those contracts.

     Adoption of the euro is likely to have competitive effects in Europe, as prices that had been stated in different national currencies become directly comparable to one another. In addition, the adoption of a common monetary policy by the countries adopting the euro can be expected to have an effect on the economy of the region. These competitive and economic effects had no material effect on the Company's financial condition or results of operation during 2000, and the Company does not expect any such effect to occur. There can be no assurance, however, that the transition to the euro will not have a material effect on the Company's business in Europe in the future.

17

     The Company is exposed to various market risks, including the potential loss arising from adverse changes in foreign currency exchange rates. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. When appropriate, the Company enters into derivative financial instruments, such as forward exchange contracts, to mitigate the impact of foreign exchange rate movements on the Company's operating results. The counterparties are major financial institutions. Such forward exchange contracts would not subject the Company to additional risk from exchange rate movements because gains and losses on these contracts would offset losses and gains on the assets, liabilities and transactions being hedged. At December 31, 2000, the Company had open forward exchange contracts to purchase $0.8 million of foreign currencies. These contracts mature on March 31, 2001. The fair value of these instruments was not significant at December 31, 2000.

     The financial information required by Item 8 is contained in Item 14 of Part IV of this report.

     None.

     Set forth below are the names and ages, as of December 31, 2000, of all Executive Officers of the Registrant indicating all positions and offices with the Registrant held by each such person, and each such person's principal occupations or employment during the past five years.

     Paul R. Saueracker was elected Chief Executive Officer on December 31, 2000; prior to that he was a President of the Company since August 2000, Senior Vice President from 1999 to 2000, and Vice President of the Company from 1994 to 1999. He has served as President of Specialty Minerals Inc. since 1994. Mr. Saueracker is a former President of the Pulverized Minerals Division of the National Stone Association and a member of the Technical Association of the Pulp and Paper Industry and the Paper Industry Management Association. He is also a member of the board of trustees of the Institute of Paper Science and Technology located in Atlanta, Georgia.

     Anton Dulski was elected Chief Operating Officer of the Company in October 2000; prior to that he was appointed a Senior Vice President of the Company in 1999; and was a Vice President of the Company since 1996. He has also served as President of Minteq International Inc. since 1996. From 1993 to 1995 he was Senior Vice President of Minteq with responsibility for European operations.

     Neil M. Bardach has served as Vice President-Finance and Chief Financial Officer of the Company since 1998. From 1994 to 1998, he was Chief Financial Officer of The Genlyte Group Incorporated, a publicly traded manufacturer of lighting fixtures.

     Howard R. Crabtree was appointed Vice President-Organization & Human Resources of the Company in 1997, having served as Vice President-Human Resources since 1992.

     Michael A. Cipolla has served as Controller and Chief Accounting Officer of the Company since 1998. From 1992 to 1998 he served as Assistant Corporate Controller.

     S. Garrett Gray has served as Vice President and Secretary of the Company since 1989. In 1992, Mr. Gray was appointed General Counsel of the Company.

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     William A. Kromberg has served as Vice President-Taxes of the Company since 1993.

     The information concerning the Company's Board of Directors required by this Item is incorporated herein by reference to the Company's Proxy Statement.

     The information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 required by this Item is incorporated herein by reference to the Company's Proxy Statement.

     The information appearing in the Company's Proxy Statement under the caption "Compensation of Executive Officers," excluding the information under the captions "Performance Graph" and "Report of the Compensation and Nominating Committee on Executive Compensation," is incorporated herein by reference.

     The information appearing under the caption "Security Ownership of Certain Beneficial Owners and Management as of February 1, 2001" set forth in the Company's Proxy Statement is incorporated herein by reference.

     The information appearing under the caption "Certain Relationships and Related Transactions" set forth in the Company's Proxy Statement is incorporated herein by reference.

     Under the terms of certain agreements entered into in connection with the Company's initial public offering in 1992, Pfizer Inc ("Pfizer") and its wholly-owned subsidiary Quigley Company, Inc. ("Quigley") agreed to indemnify the Company against certain liabilities being retained by Pfizer and its subsidiaries including, but not limited to, pending lawsuits and claims, and any lawsuits or claims brought at any time in the future alleging damages or injury from the use, handling of or exposure to any product sold by Pfizer's specialty minerals business prior to the closing of the initial public offering.

     Pfizer and Quigley also agreed to indemnify the Company against any liability arising from on-site remedial waste site claims and for other claims that may be made in the future with respect to waste disposed of prior to the closing of the initial public offering. Further, Pfizer and Quigley agreed to indemnify the Company for 50% of the liabilities in excess of $1 million up to $10 million that may arise or accrue within ten years after the closing of the initial public offering with respect to remediation of on-site conditions existing at the time of the closing of the initial public offering. The Company will be responsible for the first $1 million of such liabilities, 50% of all such liabilities in excess of $1 million up to $10 million, and all such liabilities in excess of $10 million.

(a) The following documents are filed as part of this Report:

1. Financial Statements. The following Consolidated Financial Statements of Minerals Technologies Inc. and Independent Auditors' Report are set forth on pages F-2 to F-21.               

Consolidated Balance Sheet as of December 31, 2000 and 1999
Consolidated Statement of Income for the years ended December 31, 2000, 1999 and 1998
Consolidated Statement of Cash Flows for the years ended December 31, 2000, 1999 and 1998
Consolidated Statement of Shareholders' Equity for the years ended December 31, 2000,
1999 and 1998
Notes to the Consolidated Financial Statements
Independent Auditors' Report

2. Financial Statement Schedule. The following financial statement schedule is filed as part of this Report:

     All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

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3. Exhibits. The following exhibits are filed as part of or incorporated by reference into this Report.

20

1. Incorporated by reference to exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 1997.
2. [RESERVED]
3. Incorporated by reference to the exhibit so designated filed with the Company's Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992.
4. Incorporated by reference to the exhibit so designated filed with the Company's Registration Statement on Form S-1 (Registration No. 33-59510), originally filed on March 15, 1993.
5. Incorporated by reference to the exhibit so designated filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September 26, 1999.
6. Incorporated by reference to the exhibit so designated filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March 28, 1999.
7. Incorporated by reference to the exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 1994.
8. Incorporated by reference to the exhibit so designated filed with the Company's Quarterly Report on Form 10-Q for the quarter ended July 4, 1993.
9. Incorporated by reference to the exhibit so designated filed with the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
10. Incorporated by reference to the exhibit so designated filed with the Company's current report on Form 8-K, filed September 3, 1999.
11. [RESERVED]
12. Incorporated by reference to the exhibit so designated filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September 24, 2000.

(b)     Reports on Form 8-K

There were no reports on Form 8-K filed by the Company during the fourth quarter of 2000.

21

 

 

 

 

          Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 20, 2001

          Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

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F-1

F-2

F-3