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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Date of Report (date of earliest event reported): July 21, 2000
Commission file number 1-13879
OCTEL CORP.
(Exact name of registrant as specified in its charter)
Delaware 98-0181725
(State or other jurisdictions (I.R.S. employer identification
of Incorporation) number)
Octel Corp.
Global House
Bailey Lane
Manchester, UK
M90 4AA
(Address of principal executive office, including zip)
011 - 44 - 161 - 498 - 8889
(Registrant's telephone number, including area code)
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Item 5. Other Events
On July 21, 2000 the Board of Directors of Octel Corp., a Delaware
corporation (the "Company"), raised, by board resolution, the acquiring person
threshold contained in the Company's Rights Plan Agreement, dated as of May 22,
1998 (the "Rights Plan") by and between the Company and First Chicago Trust
Company of New York to 22% from 15%. At the same time the Company entered into
a Stand-Still Agreement (the "Agreement") with The Baupost Group, LLC, a
Delaware limited liability company, and SAK Corporation (collectively "Baupost")
limiting the amount of shares of the Company Baupost can purchase. This new
Agreement limits the amount of shares of the Company that Baupost can purchase
to 22% of the outstanding voting securities, subject to adjustments for
repurchases of its common stock made by the Company.
The description and terms of the amendments to the Rights Plan are
set forth in Amendment No.1 to Rights Plan, dated as of 21 July, 2000.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Item Exhibit Index
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10.1 Amendment No. 1 to Rights Plan, dated as of 21 July, 2000.
99.1 Press Release dated, July 21, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OCTEL CORP.
By: /s/ Alan G. Jarvis
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Name: Alan G. Jarvis
Title: Chief Financial Officer
Date: July 21, 2000
[SIGNATURE PAGE]
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EXHIBIT INDEX
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Exhibit Description Page
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10.1 Amendment No.1 to Rights Plan, dated as of 21 July, 2000 [ ]
99.1 Press Release, dated, July 21, 2000 [ ]
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