Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 197 1.00M
Business-Combination Transaction
2: EX-3.1 Cert. of Inc. / Doe Run Resources 36 79K
3: EX-3.2 Amended & Restated Bylaws/ Doe Run 9 39K
4: EX-3.3 Cert. of Inc./Fabricated Products 2 16K
5: EX-3.4 Bylaws of Fabricated Products 9 36K
6: EX-3.5 Cert. of Inc./Doe Run Cayman 1 13K
7: EX-3.6 Memorandum of Association 36 107K
8: EX-3.7 Constitution of Doe Run 18 69K
9: EX-3.8 Constitution/Doe Run Peru 16 67K
10: EX-4.1 Indenture 204 538K
11: EX-4.2 Purchase Agreement 54 155K
12: EX-4.3 Registration Rights Agreement 42 125K
13: EX-4.4 Letter of Transmittal 12 62K
14: EX-5.1 Cadwalader Opinion 3 21K
15: EX-10.1-1 Employment Agreement/Zelms 11 34K
16: EX-10.1-2 Employment Agreement/Kaiser 11 34K
17: EX-10.1-3 Employment Agreement/Amastadi 11 33K
18: EX-10.1-4 Employment Agreement/Boyer 11 33K
19: EX-10.1-5 Employment Agreement/Buckley 11 34K
20: EX-10.2-1 Net Worth Apprec. Agmt/Zelms 8 25K
21: EX-10.2-2 Net Worth Apprec. Agmt/Kaiser 8 26K
22: EX-10.2-3 Net Worth Apprec. Agmt./Amistadi 8 26K
23: EX-10.2-4 Net Woth Apprec. Agmt./Boyer 8 26K
24: EX-10.2-5 Net Worth Apprec. Agmt./Buckley 8 26K
25: EX-10.3 Supplemental Employee Retirement Plan 7 26K
26: EX-10.4 Executive Tax Services Plan 2 15K
27: EX-10.5 Loan & Security Agreement 142 467K
28: EX-10.6 Contrato De Transferencia De Acciones 109 206K
29: EX-10.7 Programa De Adecuacion Y Manejo Ambiental 478 1.63M
30: EX-10.8-1 Covenio De Establilidad Jurica Entre El Estado 10 42K
31: EX-10.8-2 Covenio De Estabilidad Jurica Con Doe Run 10 41K
32: EX-10.8-3 Covenio De Estabilidad Jurica Entre El Estado 9 40K
33: EX-10.8-4 Covenio De Estabilidad Jurica Con Doe Run Peru 10 43K
34: EX-10.8-5 Covenio De Estabilidad Con Doe Run Peru 10 44K
35: EX-10.8-6 Covenio De Estabilidad Jurica Con Doe Run Cayman 12 48K
36: EX-10.8-7 Remite Contrato De Estabilidad Administrativa Amb 20 88K
37: EX-12 Computation of Ratios 1 14K
38: EX-21 List of Subsidiaries 1 12K
39: EX-23.2 Consent of Kpmg 1 13K
40: EX-23.3 Consent of Medina, Zaldivar 1 14K
41: EX-23.4 Consent Pincock, Allen & Holt 1 14K
42: EX-25 Form T-1 7 31K
EX-10.3 — Supplemental Employee Retirement Plan
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Exhibit 10.3
THE DOE RUN RESOURCES CORPORATION
SUPPLEMENTAL EMPLOYEE
RETIREMENT PLAN
WHEREAS, The Doe Run Resources Corporation ("Company") wishes to adopt
The Doe Run Resources Corporation Supplemental Employee Retirement Plan
("Plan") for the benefit of eligible employees to provide for retirement
benefits which would be payable under the Company's qualified retirement plan
except for the limitations of Sections 415 and 401(a)(17) of the Internal
Revenue Code of 1986, as amended ("Code"); and
WHEREAS, the Company desires to do so effective as of November 1, 1996;
NOW, THEREFORE, effective as of November 1, 1996, the Plan is adopted to
read as follows:
SECTION 1
DEFINITIONS
A. "Beneficiary" means the person or persons entitled to a Survivor
Benefit under the Retirement Plan.
B. "Code" means the Internal Revenue Code of 1986, as amended.
C. "Committee" means the Administrative Committee of the "Retirement
Plan" as defined in this Plan.
D. "Company" means The Doe Run Resources Corporation.
L. "Survivor Benefit" means the survivor benefit payable under the
Retirement Plan on account of the death of a Participant after retirement or
other termination of employment.
SECTION II
ELIGIBILITY
Participation in the Plan shall be limited to those Employees who
participate in the Retirement Plan and whose benefits under such Retirement
Plan are reduced on account of the limitations of Section 415 of the Code or
the amount of compensation which may be taken into account under Section
401(a)(17) of the Code.
SECTION III
BENEFITS
In the event that any retirement benefit payable to a Participant under
the Retirement Plan is limited by Sections 401(a)(17) or 415 of the Code (or
any successor thereto) the Company shall pay to such Participant a benefit
equal to the difference between (i) the retirement benefit the Participant
would have received under the Retirement Plan if Sections 401(a)(17) and 415
of the Code were disregarded and (ii) the retirement benefit the Participant
is entitled to receive under the Retirement Plan.
3
E. A Participant who believes that he is being denied a benefit to
which he is entitled (hereinafter referred to as "Claimant") may file a
written request for such benefit with the Secretary of the Committee setting
forth his claim.
F. Upon receipt of a claim the Committee shall advise the Claimant that
a reply will be forthcoming within 90 days and shall in fact deliver such
reply in writing within such period. The Committee may, however, extend the
reply period for an additional 90 days for reasonable cause. If the claim is
denied in whole or in part, the Committee will adopt a written opinion using
language calculated to be understood by the Claimant setting forth:
1. the specific reason or reasons for denial,
2. the specific references to pertinent Plan provisions on which
the denial is based,
3. a description of any additional material or information
necessary for the Claimant to perfect the claim and an explanation why such
material or such information is necessary,
4. appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review, and
5. the time limits for requesting a review under Subsection G and
for the review under Subsection H.
7
E. A Participant who believes that he is being denied a benefit to
which he is entitled (hereinafter referred to as "Claimant") may file a
written request for such benefit with the Secretary of the Committee setting
forth his claim.
F. Upon receipt of a claim the Committee shall advise the Claimant that
a reply will be forthcoming within 90 days and shall in fact deliver such
reply in writing within such period. The Committee may, however, extend the
reply period for an additional 90 days for reasonable cause. If the claim is
denied in whole or in part, the Committee will adopt a written opinion using
language calculated to be understood by the Claimant setting forth:
1. the specific reason or reasons for denial,
2. the specific references to pertinent Plan provisions on which
the denial is based,
3. a description of any additional material or information
necessary for the Claimant to perfect the claim and an explanation why such
material or such information is necessary.
4. appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review, and
5. the time limits for requesting a review under Subsection G and
for the review under Subsection H.
7
B. Spendthrift. No Participant or beneficiary shall have the right to
assign, transfer, encumber or otherwise subject to lien any of the benefits
payable or to be payable under this plan.
C. Incapacity. If, in the opinion of the Committee, a person to whom a
benefit is payable is unable to care for his affairs because of illness,
accident or any other reason, any payment due the person, unless prior claim
therefor shall have been made by a duly qualified guardian or other duly
appointed and qualified representative of such person, may be paid to some
member of the person's family, or to some party who, in the opinion of the
Committee, has incurred expense for such person. Any such payment shall be a
payment for the account of such person and shall be a complete discharge of
any liability.
D. Employee Rights. The Employer, in adopting this Plan, shall not be
held to create or vest in any Employee or any other person any benefits other
than the benefits specifically provided herein, or to confer upon any Employee
the right to remain in the service of the Employer.
E. Service of Process and Plan Administrator.
1. The Chairperson of the Committee shall be the agent for service
of legal process.
2. The Company shall constitute the Plan Administrator.
9
THE DOE RUN COMPANY
Suite 300
1801 Park 270 Drive
St. Louis, MO 63146
FAX 314-453-7198
JEFFREY L. ZELMS
President and Chief Executive Officer
314-453-7140
October 2, 1996
Via Federal Express
Mr. Ira L. Rennert
Chairman & President
The Renco Group, Inc.
42nd Floor
30 Rockefeller Plaza
New York, NY 10112
Dear Ira:
Enclosed please find what I believe to be a self-explanatory memo to me from
Jim Stack. The effected members of management are:
Jeff Zelms
Marv Kaiser
Dick Amistadi
Walter Nowotny
Gary Boyer
John FitzSimmons
Ken Buckley
I would appreciate your review and consideration. We can discuss as
necessary at the next Business Review Meeting.
Sincerely,
/s/ Jeffrey L. Zelms
---------------------------------
Jeffrey L. Zelms
Internal THE DOE RUN COMPANY Suite 300
Correspondence 1801 Park 270 Drive
St. Louis, MO 63146
CONFIDENTIAL CONFIDENTIAL
TO: J. L. Zelms DATE: September 30, 1996
FROM: J.E. Stack
SUBJ: Supplemental Employee Retirement Plan ("SERP")
The total compensation program of The Doe Run Company has been
significantly altered over the past years by government action that has
resulted in reduction of retirement benefits for a few higher-compensated
executive employees. The reductions have occurred due to the application of
IRS Code Section 415 and/or IRS Code Section 401(a)(17).
The above actions have severely impacted certain employees. I recommend
the adoption of a program (SERP) which would make up the retirement benefits
that are capped or reduced from the level that would otherwise have been
realized under our retirement program.
This program would be in the form of a non-qualified plan which would be
an unfunded liability of the Company requiring the Company to make up from its
general assets any reduction that an affected employee might experience due
to the retirement benefit caps. The Company would be required under FASB 87 to
record this liability as an expense but the Company would not experience any
cash impact until benefits are paid.
Based on January 1, 1996 employee census data as calculated by Buck
Consultants, our pension actuary, the net periodic cost of such plan for the
first year is estimated at $185,000.
My recommendation is based on the following employee-relations issues and
in consideration of the above-mentioned costs:
- Our retirement program now discriminates against a few higher-paid
employees in limiting retirement benefits, not by Company design but
due to regulatory actions.
- The reductions have amounted to a "take-away" in that the benefits
have been reduced by regulation after having been higher by plan design.
- It is very important to Doe Run to attract and retain management
personnel over a long-term relationship due to the cyclicality of
our industry and the commodity pricing structure in which we compete.
- The recorded liability as a FASB 87 expense is approximately one-half
of one percent of our total annual compensation costs.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 5/11/98 | | | | | | | None on these Dates |
| | 11/1/96 | | 1 |
| | 10/2/96 | | 6 |
| | 9/30/96 | | 7 |
| | 1/1/96 | | 7 |
| List all Filings |
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