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-10.2-1 — Net Worth Apprec. Agmt/Zelms
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Exhibit 10.2.1
DR ACQUISITION CORP.
C/O THE DOE RUN RESOURCES CORPORATION
1801 PARK 270 DRIVE
ST. LOUIS, MISSOURI 63146
As of April 7, 1994
Mr. J. L. Zelms
c/o The Doe Run Resources Corporation
1801 Park 270 Drive
St. Louis, Missouri 63146
Re: Net Worth Appreciation Agreement
--------------------------------
Dear Mr. Zelms:
This will confirm the understanding of this corporation, (the "Company")
with you, effective upon acquisition by this corporation of the capital stock of
The Doe Run Resources Corporation ("Doe Run"), with respect to your Net Worth
Appreciation benefit, intended to constitute additional incentive compensation
to you as an employee of Doe Run.
1. Vesting. On March 31, 1997, provided that you have been continuously
in the employ of Doe Run from the date hereof through that date, you shall
receive a net worth appreciation credit of 3% and on March 31 in each of the
years 1998 and 1999 you shall receive an additional net worth appreciation
credit of
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1%, provided that you have been continuously in the employ of Doe Run from the
date hereof to the applicable March 31, for a maximum credit, if you remain in
the employ of Doe Run continuously through March 31, 1999, of 5%. You shall not
receive any credit unless you remain in the employ of Doe Run from the date
hereof continually until March 31, 1997, and thereafter you shall not receive
credit for any partial year, provided that (a) if your employment terminates due
to death or permanent disability preventing you from performing your usual
employment functions and duties ("disability") on or after March 31, 1995 and
prior to March 31, 1997, you shall receive a credit of 1% if such termination is
prior to March 31, 1996 and 2% if such termination is on or after March 31, 1996
and prior to March 31, 1997, and (b) if your employment terminates after March
31, 1997 and before March 31, 1999, due to death or disability, you shall
receive a credit of 1% for the partial year in which the termination takes place
(in addition to all credits previously accrued).
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2. Net Worth Appreciation Benefit. Upon the termination of your
employment by Doe Run, other than for cause, you shall be entitled to a net
worth appreciation payment ("Payment") equal to the product of (a) the total
percentage credited to you under paragraph 1 (a maximum of 5%) multiplied by (b)
the "net worth increment." The "net worth increment" is the amount, if any, by
which the consolidated net worth of this Company and its subsidiaries, as at
the end of its fiscal quarter immediately preceding the date of your
termination, exceeds its consolidated net worth as of the date hereof, provided,
however, that any increase in net worth resulting from a capital contribution to
the Company or Doe Run or the sale of stock of the Company or Doe Run shall be
disregarded in calculating "net worth increment". The determination of the
independent public accountants for the Company as to the net worth increment,
made in accordance with generally accepted accounting principles, consistently
applied, shall be conclusive on each of us. If there is no "net worth
increment", no amount shall be payable. If your employment is terminated for
legal cause, you shall not be entitled to receive any payment.
-4-
3. Payment. The Payment shall be payable to you (or your designee or
estate) in 40 equal quarterly installments, without interest, commencing three
(3) months after the termination of your employment, and at 3 month intervals
thereafter.
4. Dividends; Sale of Substantially All of the Company's Stock or Assets.
(a) If and in the event either Doe Run or the Company shall pay
either a dividend or management fee or any other form of distribution in
excess of $1,200,000 annually to The Renco Group, Inc. ("Renco") or any
affiliate, other than a subsidiary of the Company, (this distribution shall
include any transfer of assets from the Company or Doe Run to Renco or any
other subsidiary company of Renco in any form whether as cash or other form
of value which shall have the effect of reducing the net worth of the
Company) while you shall be employed by Doe Run, then you shall be entitled
to receive, as additional compensation, an amount equal to 5% of such cash
dividend or distribution. This provision shall not
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apply to intercompany payments among the Company and its own wholly-owned
subsidiaries or among two wholly-owned subsidiaries of the Company, or to
reimbursement to Renco for a proportionate part of costs, such as audit
charges and insurance premiums, paid by Renco on behalf of itself and all
of its subsidiaries including the Company and Doe Run;
(b) If, while you shall be employed by Doe Run (and whether before or
after March 31, 1997), all or substantially all the stock or assets of the
Company or of Doe Run shall be sold to a person who is not an affiliate of
Ira Leon Rennert, or if The Renco Group, Inc. sells a controlling interest
in the Company, then, upon the closing of such sale, your full 5% net worth
appreciation credit shall be deemed to be vested, and you shall be entitled
to receive as payment in full of your participation, your pro rata share
(5%) of the "net proceeds" of the sale, in kind, on the same terms and
conditions as the Company or its shareholder is being paid. "Net
proceeds", for purposes hereof, shall mean the amount if any, by which the
proceeds
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of the sale after deducting all expenses of the sale, all applicable
federal, state and local taxes, and all liabilities retained by the seller
exceeds the consolidated net worth of the Company on the date hereof.
Except for such payment, neither you nor this Company nor Doe Run have any
further rights or liabilities hereunder.
5. Condition Precedent. The Company's obligation to make the Payment to
you shall be conditioned on your faithful adherence to your employment
arrangements with Doe Run and on your refraining from engaging directly or
indirectly in any activity competitive with the business of the Company or Doe
Run during the period over which such payments are to be made to you. If you
do engage in any such competitive activities, then we shall no longer be
obligated to make any payments to you hereunder.
6. Notice. Any notices to be sent pursuant hereto shall be sent by hand,
certified or registered mail or overnight service to you, at the address
indicated above and to the Company, c/o
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The Renco Group, Inc. at 45 Rockefeller Plaza (36th Floor), New York, New
York 10111 (after October 1, 1994: 30 Rockefeller Plaza, New York, New York -
42nd floor), to the attention of Ira Leon Rennert, or to any other address which
any of us may designate by notice in writing.
Please confirm that the foregoing correctly sets forth our full agreement
with respect to your net worth appreciation benefit by signing and returning the
enclosed copy of this letter.
Very truly yours,
DR ACQUISITION CORP.
/s/ Ira Leon Rennert
--------------------------------
Ira Leon Rennert
Chairman of the Board
Accepted and Agreed to:
/s/ Jeffrey Zelms
------------------------------
J. L. Zelms
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FIRST AMENDMENT TO THE NET WORTH APPRECIATION AGREEMENT
MARCH 12, 1998
******************************************************************************
This will confirm our agreement with you to amend your Net Worth
Appreciation Agreement as follows:
1) DR Acquisition Corp. hereby assigns the Net Worth Appreciation
Agreement to The Doe Run Resources Corporation ("Doe Run") and
Doe Run accepts such assignment.
2) The definition of net worth increment will be changed to a)
substitute Doe Run for the Company and b) exclude from
consolidated net worth all preferred stock.
The economic effect of such changes is that the redemption of the
preferred stock of Doe Run will not reduce net worth increment.
3) Paragraph 4(a) of the Agreement is amended by substituting
$2,400,000 for $1,200,000.
Please acknowledge the foregoing by signing below.
Very truly yours,
DR Acquisition Corp.
The Doe Run Resources Corporation
/s/ Ira Leon Rennert
-----------------------------
Ira Leon Rennert
Chairman of the Board
Accepted and agreed to:
/s/ Jeffrey L. Zelms
------------------------------
Jeffrey L. Zelms
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 3/31/99 | | 2 | | | | | None on these Dates |
| Filed on: | | 5/11/98 |
| | 3/12/98 | | 8 |
| | 3/31/97 | | 1 | | 5 |
| | 3/31/96 | | 2 |
| | 3/31/95 | | 2 |
| | 10/1/94 | | 7 |
| | 4/7/94 | | 1 |
| List all Filings |
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