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[Form of Press Release]
Octel Corp. and Baupost Sign Stand Still Agreement
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NEWARK, DELAWARE, July 21, 2000 - Octel Corp. (NYSE:OTL) today announced an
amendment of its Rights Plan, raising the threshold level of its acquiring
person provision from 15% to 22%. In addition, Octel announced that it had
entered into a Stand-Still Agreement with the Baupost Group LLC, currently its
largest shareholder. The agreement limits the number 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.
