SEC Info - Cementos Pacasmayo Saa, et al. - ‘SC 13D’ on 3/13/03 re: Zemex Corp

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Cementos Pacasmayo Saa, et al. – ‘SC 13D’ on 3/13/03 re: Zemex Corp

On: Thursday, 3/13/03, at 3:05pm ET · Accession #: 1125282-3-2238 · File #: 5-32273

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/13/03  Cementos Pacasmayo Saa            SC 13D                 1:30K  Zemex Corp                        Bowne & C… Smartedgar/FA
          Eduardo Hochschild
          Inversiones Pacasmayo S.A.

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             14     53K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Principal Securityholders Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
5	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
6	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
7	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
8	Item 7. Material to be Filed as Exhibits
13	Principal Securityholders

SC 13D 1st Page of 14 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 -----------------

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

(Amendment No. )(1 )

 ZEMEX CORPORATION
--------------------------------------------------------------------------------
(Name of issuer)

COMMON STOCK, NO PAR VALUE
--------------------------------------------------------------------------------
(Title of class of securities)

 988910105
--------------------------------------------------------------------------------
(CUSIP number)

ROBERT C. MUFFLY, ESQ.
 BECKER, GLYNN, MELAMED & MUFFLY LLP
 299 Park Avenue
New York, New York 10171
(212) 888-3033
--------------------------------------------------------------------------------
 (Name, address and telephone number of person
 authorized to receive notices and communications)

 MARCH 3, 2003
--------------------------------------------------------------------------------
 (Date of event which requires filing of this statement)

       If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is     
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or             
240.13d-1(g), check the following box |_|.                                      

       Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for     
other parties to whom copies are to be sent.                                    

(Continued on following pages)

(Page 1 of 14 Pages)

----------------                                                                
1 The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

        The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of  
the Act but shall be subject to all other provisions of the Act (however, see   
the Notes).                                                                     
================================================================================

SC 13D 2nd Page of 14 TOC 1st Previous Next ↓Bottom Just 2nd
--------------------------                                     -----------------
CUSIP No. 988910105                        13D                 Page 2 of 14     
--------------------------                                     -----------------

--------------------------------------------------------------------------------
1             NAMES OF REPORTING PERSONS                    
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)                 

Cementos Pacasmayo S.A.A.       
(No I.R.S. Identification No.)  
--------------------------------------------------------------------------------

  2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)              

(a) |_|       
(b) |_|       
--------------------------------------------------------------------------------

3             SEC USE ONLY                                  
--------------------------------------------------------------------------------

4             SOURCE OF FUNDS (See Instructions)            

OO
--------------------------------------------------------------------------------

      5             CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                      PURSUANT TO ITEMS 2(d) OR 2(e)                     |_|
--------------------------------------------------------------------------------

6             CITIZENSHIP OR PLACE OF ORGANIZATION          

  Peru
--------------------------------------------------------------------------------

NUMBER OF                  7            SOLE VOTING POWER         
SHARES                                          -0-             
                      --------------------------------------------------------
BENEFICIALLY                                                          
OWNED BY                   8            SHARED VOTING POWER       
                                         4,122,174
                        --------------------------------------------------------
EACH                                                            
REPORTING                   9            SOLE DISPOSITIVE POWER     
                                   -0-
                        --------------------------------------------------------
PERSON WITH                                                           
                        10            SHARED DISPOSITIVE POWER
                                         4,122,174
--------------------------------------------------------------------------------

11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH   
REPORTING PERSON                

       4,122,174
--------------------------------------------------------------------------------

    12            CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                       CERTAIN SHARES (See Instructions)                   |_|
--------------------------------------------------------------------------------

    13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

   48.7%
--------------------------------------------------------------------------------

14            TYPE OF REPORTING PERSON (See Instructions)   

CO
================================================================================

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--------------------------                                     -----------------
CUSIP No. 988910105                        13D                 Page 3 of 14     
--------------------------                                     -----------------

--------------------------------------------------------------------------------
1             NAMES OF REPORTING PERSONS                    
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)                 

Inversiones Pacasmayo S.A.      
(No I.R.S. Identification No.)  
--------------------------------------------------------------------------------

  2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)              

(a) |_|     
(b) |_|     
--------------------------------------------------------------------------------

3             SEC USE ONLY                                  
--------------------------------------------------------------------------------

4             SOURCE OF FUNDS (See Instructions)            

OO
--------------------------------------------------------------------------------

      5             CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                      PURSUANT TO ITEMS 2(d) OR 2(e)                     |_|
--------------------------------------------------------------------------------

6             CITIZENSHIP OR PLACE OF ORGANIZATION          

  Peru
--------------------------------------------------------------------------------

NUMBER OF                  7            SOLE VOTING POWER         
SHARES                                          -0-             
                      --------------------------------------------------------
BENEFICIALLY                                                          
OWNED BY                   8            SHARED VOTING POWER       
                                         4,122,174
                        --------------------------------------------------------
EACH                                                            
REPORTING                   9            SOLE DISPOSITIVE POWER     
                                   -0-
                        --------------------------------------------------------
PERSON WITH                                                           
                        10            SHARED DISPOSITIVE POWER
                                         4,122,174
--------------------------------------------------------------------------------

11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH   
REPORTING PERSON                

       4,122,174
--------------------------------------------------------------------------------

    12            CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                       CERTAIN SHARES (See Instructions)                   |_|
--------------------------------------------------------------------------------

    13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

   48.7%
--------------------------------------------------------------------------------

14            TYPE OF REPORTING PERSON (See Instructions)   

CO
================================================================================

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--------------------------                                     -----------------
CUSIP No. 988910105                        13D                 Page 4 of 14     
--------------------------                                     -----------------

--------------------------------------------------------------------------------
1             NAMES OF REPORTING PERSONS                    
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)                 

Eduardo Hochschild              
(No I.R.S. Identification No.)  
--------------------------------------------------------------------------------

  2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)              

(a) |_|     
(b) |_|     
--------------------------------------------------------------------------------

3             SEC USE ONLY                                  
--------------------------------------------------------------------------------

4             SOURCE OF FUNDS (See Instructions)            

OO
--------------------------------------------------------------------------------

      5             CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                      PURSUANT TO ITEMS 2(d) OR 2(e)                     |_|
--------------------------------------------------------------------------------

6             CITIZENSHIP OR PLACE OF ORGANIZATION          

  Peru
--------------------------------------------------------------------------------

NUMBER OF                  7            SOLE VOTING POWER         
SHARES                                          -0-             
                      --------------------------------------------------------
BENEFICIALLY                                                          
OWNED BY                   8            SHARED VOTING POWER       
                                         4,122,174
                        --------------------------------------------------------
EACH                                                            
REPORTING                   9            SOLE DISPOSITIVE POWER     
                                   -0-
                        --------------------------------------------------------
PERSON WITH                                                           
                        10            SHARED DISPOSITIVE POWER
                                         4,122,174
--------------------------------------------------------------------------------

11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH   
REPORTING PERSON                

       4,122,174
--------------------------------------------------------------------------------

    12            CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                       CERTAIN SHARES (See Instructions)                   |_|
--------------------------------------------------------------------------------

    13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

   48.7%
--------------------------------------------------------------------------------

14            TYPE OF REPORTING PERSON (See Instructions)   

IN
================================================================================

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--------------------------                                     -----------------
CUSIP No. 988910105                        13D                 Page 5 of 14     
--------------------------                                     -----------------

Item 1.  Security and Issuer.                                                   

         This statement relates to shares (the "Shares") of the common stock, no
par value per share ("Common Stock"), of Zemex Corporation (the "Issuer"). The  
principal executive offices of the Issuer are located at 95 Wellington Street   
West, Suite 2000, Toronto, Ontario, Canada M5J 2N7.                             

Item 2.  Identity and Background.                                               

 This statement is jointly filed by Cementos Pacasmayo S.A.A., a
publicly traded corporation organized under the laws of Peru ("Pacasmayo"), by  
Inversiones Pacasmayo S.A., a publicly traded corporation organized under the   
laws of Peru ("IPSA"), and by Mr. Eduardo Hochschild (Pacasmayo, IPSA and Mr.   
Eduardo Hochschild collectively, the "Reporting Persons"). IPSA owns a majority 
of the shares of Pacasmayo. Given his position as chief executive of the        
Hochschild Organization, with which Pacasmayo and IPSA are affiliated, Mr.      
Eduardo Hochschild may be deemed under applicable regulations to have ultimate  
voting control over IPSA. Mr. Eduardo Hochschild expressly disclaims beneficial 
ownership of any Shares.                                                        

     The principal business address of Pacasmayo is Pasaje El Carmen No.
180, Urb. El Vivero de Monterrico, Surco, Lima 33, Peru. The principal business 
of Pacasmayo is the manufacture of cement, lime and other construction          
materials.                                                                      

     The principal business address of IPSA is Pasaje El Carmen No. 180,
Urb. El Vivero de Monterrico, Surco, Lima 33, Peru. The principal business of   
IPSA is investment and management advisory services.                            

       The principal business address of Mr. Eduardo Hochschild is Pasaje El
Carmen No. 180, Urb. El Vivero de Monterrico, Surco, Lima 33, Peru. His title at
Pacasmayo is Director and Vice Chairman of Pacasmayo, and his title at IPSA is  
Director. His principal occupations are Vice Chairman of Pacasmayo and chief    
executive of the Hochschild Organization, a group of affiliated Peruvian mining 
companies.                                                                      

   Schedule A-1 attached hereto sets forth the name, title, business
address, principal occupation and address of the business in which the principal
occupation is conducted, and citizenship of each director and executive officer 
of Pacasmayo. Schedule A-2 attached hereto sets forth the name, title, business 
address, principal occupation and address of the business in which the principal
occupation is conducted, and citizenship of each director and executive officer 
of IPSA.                                                                        

      During the last five years, none of the Reporting Persons or, to the
best of their knowledge, any person identified on Schedule A-1 or Schedule A-2  
has been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or     
administrative body of competent jurisdiction as a result of which any of the   
Reporting Persons or such person, as the case may be, was or is subject to a    
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to, federal or state securities laws or finding 
any violation with respect to such laws.                                        

Item 3.  Source and Amount of Funds or Other Consideration.                     

      This Schedule 13D is being filed in connection with the execution by
Pacasmayo of the Support Agreements described in Items 4 and 6, by virtue of    
which the Reporting Persons may be deemed to control the 4,122,174 Shares and   
options of the Issuer owned by the Principal Securityholders (as defined in Item
4). The Support Agreements were entered into in connection with the proposed    
transaction described in Item 4, and no funds were paid in connection therewith.
If the transaction described in Item 4 is consummated, Pacasmayo will fund the  
payment of the purchase price for the Shares to be acquired by Subco pursuant to
the Plan of Arrangement described in Item 4 below, in the amount of             
approximately $71,300,000 (the "Purchase Price"), in part from the proceeds of a
$60,000,000 bond issuance that was completed on February 21, 2003, in the       
Peruvian public bond market and in part out of Pacasmayo's working capital. If  
Pacasmayo determines that it requires additional funds, it may borrow funds out 
of its existing line of credit with Banco de Credito del Peru in the maximum    
amount of $30,000,000.                                                          

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--------------------------                                     -----------------
CUSIP No. 988910105                        13D                 Page 6 of 14     
--------------------------                                     -----------------

Item 4.  Purpose of Transaction.                                                

        On March 3, 2003, Pacasmayo entered into an Arrangement Agreement (the
"Arrangement Agreement") with the Issuer and 6012639 Canada Inc., a Canadian    
corporation and a subsidiary of Pacasmayo ("Subco"). The Arrangement Agreement  
provides that Subco will acquire all of the Shares of the Issuer by way of      
arrangement under Section 192 of the Canada Business Corporations Act (the      
"Arrangement"). Pursuant to the Arrangement Agreement, the Arrangement is to be 
effected pursuant to a plan of arrangement (the "Plan of Arrangement"), whereby 
(i) the shareholders of the Issuer will receive cash in the amount of $8.80 per 
share, (ii) the optionholders of the Issuer whose options have an exercise price
of less than $8.80 will receive cash in an amount per option equal to the       
difference between $8.80 and the exercise price of such option and (iii) Subco  
will become the sole shareholder of the Issuer. The Arrangement is conditional  
on, among other things, the approval of the shareholders and optionholders of   
the Issuer (collectively, the "Securityholders") and of the Superior Court of   
Justice of the Province of Ontario. Upon the effectiveness of the Arrangement,  
the Issuer will become an indirect subsidiary of Pacasmayo and IPSA.            

     In connection with the Arrangement, on March 3, 2003, Pacasmayo and
Subco entered into separate Support Agreements (the "Support Agreements") with  
Dundee Bancorp Inc., the majority shareholder of the Issuer ("Dundee"), and with
certain other securityholders of the Issuer listed on Schedule B hereto         
(together with Dundee, the "Principal Securityholders"), pursuant to which,     
subject to certain exceptions, the Principal Securityholders agreed to (i)      
continue to hold their respective Shares and options of the Issuer until the    
effective date of the Arrangement, (ii) vote such Shares and options in favor of
the Arrangement at the special meeting of the securityholders of the Issuer     
called to approve the Arrangement (the "Special Meeting") and (iii) not exercise
any rights of dissent provided under the Plan of Arrangement. This Schedule 13D 
is being filed in respect of the 4,122,174 shares and options held by the       
Principal Securityholders which Pacasmayo and, indirectly, IPSA and Mr. Eduardo 
Hochschild may be deemed to control by virtue of the Support Agreements.        

        All references to the Arrangement Agreement and the Support Agreements
are qualified in their entirety by the full text of such agreements, which are  
incorporated herein by reference as described in Item 7.                        

Item 5.  Interest in Securities of the Issuer.                                  

     (a) As of March 3, 2003, the aggregate number of Shares that may be
deemed to be beneficially owned by Pacasmayo by virtue of the execution of the  
Support Agreements is 4,122,174. As calculated pursuant to Rule 13d-3(d) under  
the Securities Exchange Act of 1934, as amended, this number of Shares          
represents approximately 48.7% of the total number of Shares outstanding, based 
on 7,902,105 Shares outstanding (as represented by the Issuer in Section 3.13 of
the Arrangement Agreement) plus 559,500 Shares for which the 559,500 options    
subject to the Support Agreements may be exercised. Since, pursuant to the Plan 
of Arrangement described in Item 4, all options of the Issuer outstanding on the
date of the Special Meeting are entitled to vote on the arrangement together    
with the holders of Shares, all voting as a single class, Pacasmayo believes    
that in this instance it would be more appropriate to calculate such percentage 
based on 7,902,105 Shares outstanding plus 1,047,150 Shares for which the       
1,047,150 options issued by the Issuer under the Zemex 1999 Share Option Plan   
(as amended and restated as of June 29, 2001) may be exercised (as represented  
by the Issuer in Section 3.13 of the Arrangement Agreement). The number of      
Shares which may be deemed to be beneficially owned by Pacasmayo would, under   
such alternative calculation, represent 46.0% of the total number of Shares     
outstanding.                                                                    

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--------------------------                                     -----------------
CUSIP No. 988910105                        13D                 Page 7 of 14     
--------------------------                                     -----------------

 IPSA, as the majority shareholder of Pacasmayo, and Mr. Eduardo
Hochschild, as a person who may be deemed to have voting control over IPSA, may 
each be deemed to be the beneficial owner of, and may be deemed to have shared  
power to vote or to direct the vote of, or to dispose or direct the disposition 
of, the Shares over which Pacasmayo has voting control by virtue of the Support 
Agreements.                                                                     

(b) See item (a) above.                                       

         (c) Except as disclosed in Item 4, none of the Reporting Persons or any
of their respective directors and executive officers has effected any           
transactions in Shares during the past sixty (60) days.                         

   (d) Until the Arrangement is effective and Pacasmayo acquires the
Shares, Dundee and the other Principal Securityholders (as listed on Schedule B 
hereto) continue to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Shares.                

(e) Not applicable.                                           

Item 6.  Contracts, Arrangements, Understandings or Relationships With          
Respect to Securities of the Issuer.                                            

 Each of the Principal Securityholders executed and delivered to
Pacasmayo and Subco a Support Agreement, pursuant to which each Principal       
Securityholder agreed to (i) vote or cause to be voted its Shares or options, as
the case may be, in favor of the Arrangement at the Special Meeting, (ii) not   
exercise any rights of dissent provided under the Plan of Arrangement, (iii)    
continue to hold his or its Shares and options of the Issuer until the effective
date of the Arrangement, (iv) not grant any proxy or other right to vote such   
Shares or options, or enter into any voting trust, vote pooling or other        
agreement with respect to the right to vote such Shares or options and (v) not  
solicit a competing transaction or knowingly take any action which is reasonably
likely to reduce the likelihood of success of the Arrangement. Pursuant to the  
Support Agreements, each Principal Securityholder other than Dundee agreed to   
deliver to the Issuer, with a copy to Subco, not later than five days prior to  
the date of the Special Meeting, a duly executed proxy directing the holder of  
such proxy to vote in favor of the Arrangement and naming such individuals as   
may be designated by Subco. Dundee agreed to deposit all of its Shares, together
with a duly completed and executed letter of transmittal, with the depositary   
specified in the Plan of Arrangement in accordance with the terms thereof. The  
Support Agreements may be terminated by the Principal Securityholders if the    
Arrangement Agreement is terminated or there is a default by Pacasmayo or Subco,
and by Pacasmayo and Subco if the Arrangement Agreement is terminated in        
accordance with its terms.                                                      

       Except as described in this Item 6 and in Items 3 and 4, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)   
among the persons named in Item 2 and between such persons and any person with  
respect to any securities of the Issuer, including but not limited to transfer  
or voting of any of the securities, finder's fees, joint ventures, loan or      
option arrangements, put or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.                                  

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--------------------------                                     -----------------
CUSIP No. 988910105                        13D                 Page 8 of 14     
--------------------------                                     -----------------

Item 7.  Material to be Filed as Exhibits.                                      

Exhibit 1 -     Joint Filing Agreement                                          

Exhibit 2 -     Arrangement Agreement dated as of March 3, 2003, among Cementos 
             Pacasmayo S.A.A., 6012639 Canada Inc. and Zemex Corporation -
              incorporated by reference to the Form 8-K of Zemex Corporation
              filed on March 4, 2003, to which it is attached as Exhibit 2.1

Exhibit 3 -     Support Agreement dated March 3, 2003, between Dundee Bancorp   
              Inc. and Cementos Pacasmayo S.A.A. - incorporated by reference
               to the Form 8-K of Zemex Corporation filed on March 4, 2003, to
which it is attached as Exhibit 2.2             

Exhibit 4 -     Support Agreement dated as of March 3, 2003, among Cementos     
                Pacasmayo S.A.A., 6012639 Canada Inc. and R. Peter Gillin, Allen
              J. Palmiere, Peter J. Goodwin, Jr., Terrance J. Hogan, John M.
              Donovan, Morton Cohen, Paul A. Carroll, Peter Lawson-Johnston,
           William J. vanden Heuvel, Garth A.C. MacRae and Jonathan C.
            Goodman - incorporated by reference to the Form 8-K of Zemex
              Corporation filed on March 4, 2003, to which it is attached as
Exhibit 2.3                                     

Exhibit 5 -     Form of Plan of Arrangement to be entered into pursuant to the  
             Arrangement Agreement - incorporated by reference to the Form
               8-K of Zemex Corporation filed on March 4, 2003, to which it is
attached as Exhibit 2.4                         

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--------------------------                                     -----------------
CUSIP No. 988910105                        13D                 Page 9 of 14     
--------------------------                                     -----------------

 SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated:   March 13, 2003                                                         

         CEMENTOS PACASMAYO S.A.A.

         By: /s/Ignacio Bustamante
                           -----------------------------------
               Chief Financial Officer

          INVERSIONES PACASMAYO S.A.

 By: /s/Lino Abram
                           -----------------------------------
                   Chief Executive Officer

     /s/Eduardo Hochschild
                       ---------------------------------------

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--------------------------                                     -----------------
CUSIP No. 988910105                        13D                 Page 10 of 14    
--------------------------                                     -----------------

SCHEDULE A-1

PACASMAYO DIRECTORS AND EXECUTIVE OFFICERS

                                                        [Enlarge/Download Table]

Name and Business         Position           Principal Occupation           Citizenship
-----------------         --------           --------------------           -----------
Address                                                                                
-------                                                                                
                                                                                       
Lino Abram                  Director and     Chief Executive Officer        Peruvian   
Pasaje El Carmen No. 180    Chief Executive  of Pacasmayo                              
Urb. El Vivero de           Officer                                                    
Monterrico, Surco                                                                      
Lima 33                                                                                
Peru                                                                                   

Alberto Beeck               Director and     Chairman of Pacasmayo          Peruvian   
6 Harbor Point              Chairman                                                   
Key Biscayne, FL 33149                                                                 

Eduardo Hochschild          Director and     Vice Chairman of Pacasmayo     Peruvian   
Pasaje El Carmen No. 180    Vice Chairman    and Chief Executive of the                
Urb. El Vivero de                            Hochschild Organization, a                
Monterrico, Surco                            group of affiliated Peruvian              
Lima 33                                      mining companies                          
Peru                                                                                   

Alberto Benavides           Director         Chairman of Compania           Peruvian   
Carlos Villaran No. 790                      Minas Buenaventura S.A.A.,                
Urb. Sta. Catalina                           a Peruvian mining company                 
La Victoria, Lima                                                                      
Peru                                                                                   

Robert P. Bredthauer        Director         Executive President of         Swiss      
Km. 7.5 Via a la Costa                       La Cemento Nacional C.A.,                 
Guayaquil                                    an Ecuadorian cement                      
Ecuador                                      company                                   

Juan Inchaustegui           Director         Chairman of Compania           Peruvian   
Pasaje El Carmen No. 180                     Minera Arcata S.A., a                     
Urb. El Vivero de                            Peruvian mining company                   
Monterrico, Surco                                                                      
Lima 33                                                                                
Peru                                                                                   

Thomas Knopfel              Director         Manager for Latin America      Swiss      
Zurcherstrasse 156                           at Holcim Ltd., a Swiss                   
CH-8645 Jona                                 cement company                            
Switzerland                                                                            

Carlos Ortiz                Director         Independent consultant         Peruvian   
Av. La Floresta No. 369                      in mining                                 
Dpto. 101                                                                              
Chacarilla, Lima                                                                       
Peru                                                                                   

Walter Piazza               Director         Chairman of Cosapi             Peruvian   
Nicolas Arriola No. 500                      Organizacion Empresarial                  
Urb. Sta. Catalina                           S.A., a Peruvian construction             
La Victoria, Lima                            company                                   
Peru                                                                                   

Dionisio Romero             Director         Chairman of Credicorp,         Peruvian   
Calle Centenario No. 156                     Corporacion BCP, a                        
La Molina, Lima                              Peruvian bank                             
Peru                                                                                   

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CUSIP No. 988910105                        13D                 Page 11 of 14    
--------------------------                                     -----------------

                                                                [Download Table]
                                                                            
Ignacio Bustamante        Chief Financial  Chief Financial Officer  Peruvian
Pasaje El Carmen No. 180  Officer          of Pacasmayo                     
Urb. El Vivero de                                                           
Monterrico, Surco                                                           
Lima 33                                                                     
Peru                                                                        

Jose Luis Arevalo         Chief Operating  Chief Operating Officer  Peruvian
Pasaje El Carmen No. 180  Officer          of Pacasmayo                     
Urb. El Vivero de                                                           
Monterrico, Surco                                                           
Lima 33                                                                     
Peru                                                                        

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--------------------------                                     -----------------
CUSIP No. 988910105                        13D                 Page 12 of 14    
--------------------------                                     -----------------

SCHEDULE A-2

 IPSA DIRECTORS AND EXECUTIVE OFFICERS

                                                        [Enlarge/Download Table]

Name and Business         Position           Principal Occupation          Citizenship
-----------------         --------           --------------------          -----------
Address                                                                               
-------                                                                               
                                                                                      
Lino Abram                  Director and     Chief Executive Officer       Peruvian   
Pasaje El Carmen No. 180    Chief Executive  of Pacasmayo                             
Urb. El Vivero de           Officer                                                   
Monterrico, Surco                                                                     
Lima 33                                                                               
Peru                                                                                  

Fernando de Osma            Director         Chairman of Plan Vital        Peruvian   
Av. Salaverry No. 2461                       S.A., a Peruvian                         
San Isidro                                   insurance company                        
Lima                                                                                  
Peru                                                                                  

Javier Durand               Director         General Counsel of            Peruvian   
Pasaje El Carmen No. 180                     Mauricio Hochschild                      
Urb. El Vivero de                            y Cia. Ltda. S.A.C., an                  
Monterrico, Surco                            investment management and                
Lima 33                                      mining consulting company                
Peru                                                                                  

Eduardo Hochschild          Director         Vice Chairman of Pacasmayo    Peruvian   
Pasaje El Carmen No. 180                     and Chief Executive of the               
Urb. El Vivero de                            Hochschild Organization, a               
Monterrico, Surco                            group of affiliated Peruvian             
Lima 33                                      mining companies                         
Peru                                                                                  

Gonzalo Freyre              Director         Director of IPSA              Peruvian   
Pasaje El Carmen No. 180                                                              
Urb. El Vivero de                                                                     
Monterrico, Surco                                                                     
Lima 33                                                                               
Peru                                                                                  

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CUSIP No. 988910105                        13D                 Page 13 of 14    
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SCHEDULE B

 PRINCIPAL SECURITYHOLDERS

                                                                [Download Table]

Securityholder            Number of Shares Held  Number of Options Held
--------------            ---------------------  ----------------------
                                                                       
Dundee Bancorp Inc.             3,055,176                           0  
R. Peter Gillin                     1,000                      37,500  
Allen J. Palmiere                   5,520                     105,000  
Peter J. Goodwin, Jr.              29,166                      90,000  
Terrance J. Hogan                  58,990                      77,000  
John M. Donovan                    12,346                      32,500  
Morton Cohen                      293,886                      37,500  
Paul A. Carroll                    12,050                      30,000  
Peter Lawson-Johnston              74,518                      37,500  
William J. vanden Heuvel           20,022                      37,500  
Garth A.C. MacRae                       0                      37,500  
Jonathan C. Goodman                     0                      37,500  
                                ---------                     -------  
                  Total         3,562,674                     559,500  

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CUSIP No. 988910105                        13D                 Page 14 of 14    
--------------------------                                     -----------------

                                   EXHIBIT 1

JOINT FILING AGREEMENT

               The undersigned hereby agree that the Statement on Schedule
13D dated March 13, 2003 with respect to the shares of common stock, no par     
value, of Zemex Corporation and any further amendments thereto executed by each 
or any of us shall be filed on behalf of each of us pursuant to and in          
accordance with the provisions of Rule 13d-1(k)(1)(iii) under the Securities    
Exchange Act of 1934, as amended.                                               

                 This Agreement may be executed in separate counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.                                                    

Date:  March 13, 2003                                                           

                       CEMENTOS PACASMAYO S.A.A.

                       By: /s/Ignacio Bustamante
                                         -----------------------------------
                             Chief Financial Officer

                        INVERSIONES PACASMAYO S.A.

               By: /s/Lino Abram
                                         -----------------------------------
                             Chief Executive Officer

                   /s/Eduardo Hochschild
                                 -----------------------------------

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	3/13/03	9	14
	3/4/03	8		8-K
	3/3/03	1	8	DEFA14A
	2/21/03	5
	6/29/01	6
				List all Filings

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Filing Submission 0001125282-03-002238 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Cementos Pacasmayo Saa, et al. – ‘SC 13D’ on 3/13/03 re: Zemex Corp

On: Thursday, 3/13/03, at 3:05pm ET · Accession #: 1125282-3-2238 · File #: 5-32273

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents