Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Ethyl Corporation
(Exact name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
VIRGINIA 54-0118820
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
</TABLE>
330 South Fourth Street
P. O. Box 2189
Richmond, Virginia 23217
(804) 788-5000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Bruce C. Gottwald
Chairman of the Board and Executive Committee
Charles B. Walker
Vice Chairman of the Board
Ethyl Corporation
330 South Fourth Street
P. O. Box 2189
Richmond, Virginia 23217
(804) 788-5000
(Names, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agents for Service)
Copies to:
Steven M. Mayer, Esq. Allen C. Goolsby, Esq.
Vice President and General Counsel Hunton & Williams
Ethyl Corporation Riverfront Plaza, East Tower
330 South Fourth Street 951 East Byrd Street
P. O. Box 2189 Richmond, Virginia 23219
Richmond, Virginia 23217
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement in light of
market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ( )
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. (x)
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Maximum Proposed Maximum
Title of Each Class of Aggregate Amount Offering Price Per Aggregate Offering Amount of
Securities to be Registered to be Registered(1) Unit(1) Price(2)(3) Registration Fee(4)
<S> <C> <C> <C> <C>
Debt Securities; Preferred Stock;
and Depositary Shares representing
Preferred Stock N/A N/A $300,000,000 $103,448.28
</TABLE>
(1) The aggregate amount to be registered and the offering price per unit have
been omitted pursuant to Securities Act Release No. 6964.
(2) In U.S. dollars or the equivalent thereof in foreign currencies or foreign
currency units.
(3) Estimated solely for purposes of calculating the registration fee.
(4) The registration fee has been calculated in accordance with Rule
457(o) under the Securities Act of 1933, as amended, and reflect the
offering price rather than the principal amount of any Debt
Securities issued at a discount.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Prospectus
$300,000,000
Ethyl Corporation
Debt Securities
Convertible Debt Securities
Preferred Stock
Ethyl Corporation ("Ethyl" or the "Company") intends to issue from time
to time its (i) unsecured senior debt securities (the "Debt Securities") and
(ii) shares of Preferred Stock (the "Preferred Stock"), which may be issued in
the form of depositary shares evidenced by depositary receipts ("Depositary
Shares"), having an aggregate initial public offering price not to exceed
$300,000,000, on terms to be determined at the time of sale. The Debt
Securities, the Preferred Stock and the Depositary Shares offered hereby
(collectively, the "Offered Securities") may be offered, separately or as units
with other Offered Securities, in separate series in amounts, at prices and on
terms to be determined at the time of sale and to be set forth in a supplement
to this Prospectus (a "Prospectus Supplement").
The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered, such as, where applicable, (i) in the case of
Debt Securities, the specific designation, aggregate principal amount, currency,
denomination, maturity, interest rate, time of payment of interest, terms of
redemption at the option of the Company or repayment at the option of the holder
or for sinking fund payments, the designation of the Trustee acting under the
Indenture, terms for conversion into or exchange for Preferred Stock and the
initial public offering price; (ii) in the case of Preferred Stock, the
designation, preferences and other rights, qualifications, limitations or
restrictions thereof, the initial public offering price and whether interests in
the Preferred Stock will be evidenced by Depositary Shares; and (iii) in the
case of all Offered Securities, whether such Offered Security will be offered
separately or as a unit with other Offered Securities, will be set forth in the
accompanying Prospectus Supplement.
The Prospectus Supplement will also contain information, where
applicable, about certain United States Federal income tax considerations
relating to, and any listing on a securities exchange of, the Offered Securities
covered by the Prospectus Supplement.
The Offered Securities may be sold directly by the Company, or through
agents designated from time to time, or through underwriters or dealers. If any
agent of the Company, or any underwriters are involved in the sale of Offered
Securities, the names of such agents or underwriters and any applicable fees,
commissions or discounts and the net proceeds to the Company from such sale will
be set forth in the applicable Prospectus Supplement. See "Plan of
Distribution."
This Prospectus may not be used to consummate sales of Offered Securities
unless accompanied by a Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is ________, 1995
IN CONNECTION WITH AN OFFERING, THE UNDERWRITERS, IF ANY, FOR SUCH
OFFERING MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICES OF THE OFFERED SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus or the Prospectus Supplement in
connection with any offering made thereby, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or by any underwriter, dealer or agent. This Prospectus and the
Prospectus Supplement do not constitute an offer to sell or a solicitation of an
offer to buy any securities offered thereby in any jurisdiction to any person to
whom it is unlawful to make such offer in such jurisdiction. Neither the
delivery of this Prospectus and the Prospectus Supplement nor any sale made
thereunder shall, under any circumstances, create an implication that the
information contained herein or therein is correct as of any time subsequent to
the date hereof or thereof.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . 1
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SELECTED CONSOLIDATED FINANCIAL DATA . . . . . . . . . . . . . . . . 5
DESCRIPTION OF DEBT SECURITIES . . . . . . . . . . . . . . . . . . . 10
General . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Restrictive Covenants . . . . . . . . . . . . . . . . . . . . 10
Events of Default . . . . . . . . . . . . . . . . . . . . . . 12
Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . 13
Modification and Waiver . . . . . . . . . . . . . . . . . . . 14
Global Securities . . . . . . . . . . . . . . . . . . . . . . 14
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . 16
General . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
First Preferred Stock . . . . . . . . . . . . . . . . . . . . 16
Second Preferred Stock. . . . . . . . . . . . . . . . . . . . 17
Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . 19
Certain Provisions of the Restated Articles and By-Laws . . . 20
Purchase Rights . . . . . . . . . . . . . . . . . . . . . . . 20
DESCRIPTION OF DEPOSITARY SHARES . . . . . . . . . . . . . . . . . . 20
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . 20
VALIDITY OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . 21
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
AVAILABLE INFORMATION
Ethyl is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by Ethyl with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Regional Offices of the Commission at Suite 1400, Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661 and Seven World Trade
Center, Suite 1300, New York, New York 10048. In addition, copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such
reports, proxy statements and other information concerning Ethyl can also be
inspected at the offices of The New York Stock Exchange, 20 Broad Street, New
York, New York 10005 and The Pacific Stock Exchange, 301 Pine Street, San
Francisco, California 94104.
Ethyl has filed with the Commission a Registration Statement on Form S-3
under the Securities Act of 1933 (the "Securities Act") with respect to the
securities offered hereby. For further information with respect to Ethyl and
the Offered Securities, reference is made to such Registration Statement and to
the exhibits thereto. Statements contained herein concerning the provisions of
certain documents are not necessarily complete and, in each instance, reference
is made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Ethyl's Annual Report on Form 10-K for the fiscal year ended December 31,
1993, Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
1994, June 30, 1994, and September 30, 1994 and the Current Report on Form 8-K,
dated February 25, 1994, filed pursuant to Section 13 or 15(d) of the Exchange
Act are hereby incorporated by reference into this Prospectus. All documents
filed by Ethyl with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein or in any Prospectus Supplement
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Ethyl will provide without charge to each person to whom a copy of this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents referred to above which have been or may be
incorporated by reference into this Prospectus, other than certain exhibits to
such documents. Copies of the Indenture summarized below are also available
upon request. Requests for such copies should be directed to E. Whitehead
Elmore, Secretary and Special Counsel to the Executive Committee, Ethyl
Corporation, 330 South Fourth Street, P.O. Box 2189, Richmond, Virginia 23217
(Telephone: (804) 788-5000).
THE COMPANY
The Company is a major producer of petroleum additives. On July 1, 1993,
Ethyl distributed to its shareholders the outstanding shares of First Colony
Corporation that it then owned (approximately 80% of the then outstanding
shares). First Colony Corporation owned First Colony Life Insurance Company,
which engages primarily in writing life insurance and annuities. On February
28, 1994, Ethyl distributed to its shareholders all of the outstanding shares of
Albemarle Corporation ("Albemarle"), which now owns, directly or indirectly, the
olefins and derivatives, bromine chemicals and specialty chemicals businesses
(the "Chemicals Businesses") formerly owned, directly or indirectly, by Ethyl.
On September 15, 1994, the Company sold Whitby, Inc. ("Whitby"), which markets
and distributes finished pharmaceuticals.
Incorporated in Virginia in 1887, the Company has approximately 1,500
employees. Its principal executive office is located at 330 S. Fourth Street,
Richmond, Virginia 23219, and its telephone number is (804) 788-5000.
The Company's petroleum additives business includes fuel additives and
lubricant additives. Fuel additives increase the quality of gasolines and
diesel fuel by raising the level of octane and cetane, retain the quality of
fuel over time, maintain engine cleanliness, protect metals and reduce friction
and wear and reduce emissions. Fuel additives are used in fuels for
over-the-road and off-highway vehicles, piston and jet aircraft, railroad,
marine and other gasoline, diesel or synfuel powered engines as well as home
heating oil. Lubricant additives extend the useful life of an oil, provide
protection against wear and corrosion of metallic parts, protect seals,
withstand extremely high temperatures and pressures, maintain viscosity and
increase the adhesion of oils to metallic parts. Lubricant additives are used
in oils, fluids and greases for over-the-road and off-highway vehicles,
aircraft, power tools, marine, railroad, industrial and other equipment,
machinery and processes requiring lubrication.
Gasoline fuel additive products include lead and manganese antiknock
compounds to increase octane and prevent power loss due to early or late
combustion (engine knock); hindered phenolic antioxidants to prevent thermal
degradation during storage and transport; corrosion inhibitors to prevent fuel
storage and pumping system failures; detergent packages to keep carbon deposits
from forming on fuel injectors, intake valves or carburetors and in combustion
chambers; and dyes to provide color differentiation.
Lead antiknock compounds, which are sold worldwide to petroleum refiners,
remain one of the Company's largest product lines. The Company estimates that
it accounts for approximately one-third of the total worldwide sales of lead
antiknock compounds.
Lead antiknock compounds have been subject to regulations restricting the
amount that can be used in gasoline in the United States since the 1970s and in
Canada since 1990. The North American market for these products in motor
vehicles has effectively been eliminated, but the market for their use in piston
aircraft and certain other applications has remained at about the same level for
years and is expected to remain stable. As the Company has forecasted and
planned, the market for these products in other major foreign markets,
particularly Western Europe, continues to decline at an annual rate of
approximately 5% as the use of unleaded gasoline grows.
After excluding the Chemical Businesses, the operating profit
contribution of lead antiknock compounds is estimated to have declined to
approximately 70% in 1993 from approximately 80% in 1992 after increasing from
approximately 75% in 1991. The decline in 1993 percentage contribution
primarily reflected an increase in profits from non-lead antiknock products and
a 1993 charge resulting from the planned cessation of lead antiknock compound
production at the Company's Canadian plant. In recent years, the Company has
been able to offset a continuing decline in shipments of lead antiknock
compounds with higher margins due primarily to significant increases in selling
prices. Further decline in the use of lead antiknock compounds will adversely
affect profit and sales contributions unless the Company can offset such
declines with increased market share and/or higher selling prices without
corresponding increases in costs. The Company's current five-year plan
contemplates that growth in the remainder of its petroleum additives business
will be more than sufficient to offset any decline in the operating profit
contribution of lead antiknock compounds.
Prior to March, 1994, the Company produced some of its lead antiknock
compounds in its subsidiary's Canadian plant and obtained additional quantities
under a supply agreement with E.I. DuPont de Nemours & Company. In January,
1994, the Company entered into an agreement with The Associated Octel Company
Limited ("Octel") of London pursuant to which Octel agreed to allocate a portion
of its production capacity of lead antiknock compounds to the Company for sale
and distribution through the Company's worldwide network and the Company's
Canadian subsidiary ceased production of lead antiknock compounds at its
Canadian plant in March 31, 1994. The Octel agreement continues so long as the
Company determines that a market continues to exist for lead antiknock
compounds. Under the agreement, the Company has the right to purchase from Octel
antiknock compounds estimated to be sufficient to cover the Company's needs in
any contract year. Purchases are at a fixed initial price per pound with
periodic escalations and adjustments.
In addition to the supply agreement, Octel and the Company have agreed
that the Company will assume the distribution for Octel of any of its lead
antiknock compounds that are shipped in bulk.
The Company believes the agreements with Octel assure it of an ongoing
efficient source of supply for lead antiknock compounds as the worldwide demand
for these products continues to decline. It does not anticipate that the
cessation of its Canadian antiknock operations and the entry into the Octel
supply agreement will adversely affect its relations with its customers, nor
will these changes have a material effect on its future results of operations.
The Company and Octel continue to compete vigorously in sales and marketing of
lead antiknock compounds.
The Company also sells manganese-based antiknock compounds ("MMT"), which
are used in unleaded gasoline in Canada. The Company conducted extensive
testing of this product prior to filing a request in 1990 for a fuel-additive
waiver from the United States Environmental Protection Agency (the "EPA")
required to begin marketing the additive for use in unleaded gasoline in the
United States. The Company voluntarily withdrew its waiver application in
November, 1990, after public hearings and detailed exchanges of information with
the EPA, when the EPA raised several health and environmental questions near the
end of the 180-day statutory review period. The Company continued testing and
filed a new waiver request in July, 1991, followed by additional public hearings
and detailed exchanges of information with the EPA. In January, 1992, the EPA
denied the Company's application for a waiver. An appeal was filed with the
United States Court of Appeals for the District of Columbia Circuit contesting
the EPA's denial of the application for a waiver for the use of the additive in
unleaded gasoline. In April, 1993, the Court remanded the case to the EPA for
reconsideration within 180 days of its denial of the Company's waiver
application, directing the EPA to consider new evidence and make a new decision.
In November, 1993, the EPA determined that emissions data contained in the
Company's application satisfied all Clean Air Act standards, but reported that
it was not able to complete its assessment of the overall public health
implications of manganese. The Company and the EPA mutually agreed to an
180-day extension of its review period to resolve this last remaining issue. In
July, 1994, the EPA refused to grant the waiver for the use of the additive in
unleased gasoline, finding that there was insufficient data to alleviate its
concerns about the overall public health implications of manganese. The Company
filed an appeal in July, 1994 with the United States Court of Appeals for the
District of Columbia Circuit seeking relief from the EPA's actions. It is
anticipated that the Court will hear oral arguments in Ethyl's appeal on January
13, 1995, and that a decision will be made before the Court's term ends in early
June.
In the meantime, in Canada, the Motor Vehicle Manufacturers Association
of Canada ("MVMA") has threatened to alter engine diagnostic systems or limit or
even avoid warranty coverage for consumers using gasoline containing MMT. The
Company believes that this action is being threatened without evidence to back
MVMA's claim or proper consideration for the environmental impact of such
action. MMT is an environmentally beneficial fuel additive which has been used
successfully in unleaded gasoline in that country for more than 17 years and
which is responsible for a 20-reduction in Canadian levels of nitrogen oxide
emissions from automobiles as well as reductions in benzene and other dangerous
emissions. The Company has urged the Canadian government not to take any action
against MMT that would result in an immediate harmful impact to the environment.
In the United States, even the EPA's own assessment of MMT recognizes that
"favorable health and environmental effects results from changes in gasoline
composition associated with the Additive..." At this time, the Company cannot
determine whether any of the threatened actions by MVMA will come to pass, or
what impact any such action would have on the sales of MMT in Canada.
The Company also produces diesel fuel additive products, including cetane
improvers for consistent combustion and power delivery; amine stabilizers and
hindered phenolic antioxidants to prevent degradation during storage and
transport; cold flow improvers to enhance fuel pumping under cold-weather
conditions; detergent packages to keep carbon deposits from forming on fuel
injectors and in combustion chambers; dyes for fuel identification and leak
detection; lubricity agents; and a conductivity modifier to neutralize static
charge build-up in fuel and products for home heating oils.
In addition to fuel additives, the Company's petroleum additives products
consist of lubricant additives. Lubricant additive products include: (i)
engine oil additive packages for passenger car motor oils for gasoline engines,
heavy-duty diesel oils for diesel powered vehicles, diesel oils for locomotive,
marine and stationary power engines and two-stroke oils for two-cycle engines;
(ii) specialty additive packages for automatic transmission fluids, automotive
and industrial gear oils, hydraulic fluids and industrial oils; and (iii)
components for engine oil and specialty additive packages such as antioxidants
to resist high-temperature degradation, antiwear agents to protect metal
surfaces from abrasion, detergents to prevent carbon and varnish deposits from
forming on engine parts, dispersants to keep engine parts clean by suspending
insoluble products of fuel combustion and oil oxidation, friction reducers to
facilitate movement, pour point depressants to enable oils to flow at cold
temperatures, corrosion inhibitors to protect metal parts and viscosity-index
improvers to control oils' rate of flow at low and high temperatures. Lubricant
additives are used in oils, fluids and greases for over-the-road and off-highway
vehicles, aircraft, power tools, marine, railroad, industrial and other
equipment, machinery and processes requiring lubrication.
The market for lubricant additives is experiencing significant changes as
a result of market and regulatory demands for better fuel economy, reduced
emissions and cleaner oils that have lead to new equipment design and more
stringent performance requirements. Such requirements mean reformulation of many
products, new product development and more product qualification tests. In
June, 1994, the Company completed a 215,000 square foot petroleum additives
research and testing complex in Richmond, Virginia. The June, 1992 acquisition
of the petroleum additive products and technologies of Amoco Petroleum Additives
Company and their subsequent integration into the Company's product lines also
has been part of a major ongoing effort to expand and improve the product lines
of the petroleum additives business.
A majority of the Company's production of petroleum additives is in the
United States. The Company also has production facilities in Feluy, Belgium, as
well as in Canada.
Fuel additives for gasoline, diesel fuels and heating oils are sold
directly to petroleum refiners and marketers, terminals and blenders. Lubricant
additive packages are sold directly to companies producing finished oils and
fluids.
Major raw materials used by the petroleum additives business include
polybutenes, process oils, 2-ethyl-1-hexanol and isobutylene as well as
electricity and natural gas as fuels, which are purchased at prices the Company
believes are competitive.
The Company's petroleum additives businesses operate in highly
competitive markets, most of which involve a limited number of competitors. The
competitors are both larger and smaller than the Company in terms of resources
and market share. Competition in connection with all of the Company's petroleum
additive products requires continuing investments in research and development of
new products or leading technologies, continuing product and process
improvements and providing specialized customer services.
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement, the
net proceeds from the sale of the Offered Securities will be used for general
corporate purposes, which may include additions to working capital, capital
expenditures, stock repurchases, repayment of indebtedness and acquisitions.
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth certain consolidated financial data of the
Company for the nine-month periods ended September 30, 1994 and 1993. The data
are in summary form and are unaudited. At the close of business on February 28,
1994, Ethyl completed the spin-off of its wholly-owned subsidiary, Albemarle,
which included the operations of the olefins and derivatives, bromine chemicals
and specialty chemicals businesses. The selected consolidated financial data
includes the operating results of Albemarle for the first two months of 1994 and
the operating results and accounts for the nine months of 1993. As a result of
the significance of the aforementioned distribution of Albemarle, the Company
has included certain pro forma financial information (in addition to the data
below) which present the impact of the spin-off as if it had occurred on January
1, 1993. Also, the 1993 financial data reflect the Company's then approximately
80-percent interest in First Colony Corporation, which was spun-off on July 1,
1993. Accordingly, the results of First Colony Corporation prior to the
spin-off are reported in the financial data as a discontinued insurance
operation.
<TABLE>
Results of Operations
(In Thousands) (Unaudited) Nine Months Ended
September 30,
1994(6) 1993(1)(6)
<S> <C> <C>
Net Sales $910,100 $1,451,740
Cost of goods sold 599,940 1,029,897
Gross profit 310,160 421,843
Selling, R&D, and general expenses 181,621 255,929
Special charges - 9,700(2)
Operating profit 128,539 156,214
Interest and financing expenses 18,762 34,205
(Gain) on sale of subsidiary(3) - (5,871)
Other (income) expenses, net 1,773 (2,876)
Income before income taxes and discontinued
insurance operation 108,004 130,756
Income taxes 34,868 53,636(4)
Income before discontinued insurance operation 73,136 77,120
Income from discontinued insurance operation - 90,483
Net income $ 73,136(5) $167,603
</TABLE>
Financial Position and Other Data (at end of period)(6)
<TABLE>
September 30
1994 1993
<S> <C> <C>
Working capital $223,296 $452,938
Total assets $985,862 $2,022,794
Long-term debt $332,714 $ 697,819
Common and other shareholders' equity $383,881 $ 765,910
Ratio of earnings to fixed charges(7)(8) 4.53 *
</TABLE>
Notes:
(1) Certain amounts have been reclassified to conform to the current
presentation.
(2) Represent the costs for a work-force reduction and early retirement
program.
(3) Gain results from the June 30, 1993 sale of Ethyl's financial services
subsidiary, The Barclay Group, Inc. ($5,200 after income taxes or $.04
per share).
(4) Includes a nonrecurring deferred income tax charge of $2,300 and additional
taxes of $1,500 on six months earnings of the spun-off insurance business,
both resulting from Federal income tax legislation, which increased the
corporate income tax rate retroactive to January 1, 1993.
(5) Includes a gain on the sale of Ethyl's pharmaceutical subsidiary, Whitby,
Inc. ($4,200 after income taxes or $.04 per share) due to an income tax
credit resulting from a higher tax basis than book basis.
(6) Includes the accounts of Albemarle which were spun off at the close of
business February 28, 1994.
(7) For purposes of computing the ratios of earnings to fixed charges,
"earnings" have been determined by adding income before income taxes and
discontinued insurance operation, interest and financing expenses (net of
capitalized interest), the interest portion of rent expense and
amortization of capitalized interest. "Fixed charges" consist of interest
and financing expenses (before deducting capitalized interest) and the
interest portion of rent expense. Due to the immaterial amount of preferred
stock dividends in the periods presented, the ratio of earnings to
combined fixed charges and preferred stock dividends is not presented as
this ratio is the same with or without their inclusion.
(8) No pro forma ratio of earnings to fixed charges is presented because the
Company has not determined at this time whether any or all of the proceeds
received from the offering will be used to refinance any outstanding debt.
* Presentation not required
The following Pro Forma Condensed Statements of Income illustrate the
results of operations of Ethyl on a stand-alone basis assuming the distribution
of Albemarle had occurred as of January 1, 1993. The pro forma condensed
statements of income may not necessarily reflect the future results of
operations of Ethyl or what the results of operations would have been if Ethyl
and Albemarle had operated as separate companies during the periods presented.
Historical statements of income are repeated for convenience of review.
Pro Forma Condensed Statements of Income
(in thousands except earnings per share)(unaudited)
<TABLE>
Nine Months Ended September 30,
1994 1993
Historical Adjustment(1) Pro Forma Historical Adjustment(1) Pro Forma
<S> <C> <C> <C> <C> <C> <C>
Net Sales $910,100 ($155,064) $755,036 $1,451,740 ($668,453) $783,287
Cost of goods sold 599,940 (119,086) 480,854 1,029,897 (523,344) 506,553
Gross profit 310,160 (35,978) 274,182 421,843 (145,109) 276,734
Selling, R&D and general expenses 181,621 (23,133) 158,488 255,929 (96,625) 159,304
Special charges - - - 9,700 (7,700) 2,000
Operating profit 128,539 (12,845) 115,694 156,214 (40,784) 115,430
Interest and financing expenses 18,762 (2,873)(2) 15,889 34,205 (13,174)(2) 21,031
(Gain) on sale of subsidiary - - - (5,871) - (5,871)
Other expenses (income), net 1,773 543 2,316 (2,876) 947 (1,929)
Income before income taxes and
discontinued insurance operation 108,004 (10,515) 97,489 130,756 (28,557) 102,199
Income taxes 34,868 (4,239)(3) 30,629 53,636 (14,653)(3) 38,983
Income before discontinued
insurance operation $ 73,136 $(6,276) $ 66,860 $ 77,120 $(13,904) $ 63,216(4)
Earnings per share based on income
before discontinued insurance
operation(5) $.62 $.57 $.65 $.53
</TABLE>
Notes (1), (2), and (3) reflect a summary of the pro forma adjustments made to
the historical condensed statements of income as if the distribution of
Albemarle had occurred on January 1, 1993.
Notes:
(1) To eliminate the historical income and expenses of Albemarle for the
respective periods presented.
(2) To eliminate interest expense (net of capitalized interest) that would have
been incurred by Albemarle on debt transferred to Albemarle.
(3) To record the estimated income tax on the pro forma adjustments.
(4) Pro forma 1993 earnings include after-tax special charges totaling $2,800
or $.02 per share. These charges consisted of a deferred income tax
charge of $1,600 or $.01 per share resulting from 1993 federal income tax
legislation as well as a $2,000 charge ($1,200 after income taxes or $.01
per share) related to an early- retirement and work-force reduction
program.
(5) Historical and pro forma earnings per share are computed after deducting
applicable preferred stock dividends using the weighted-average number of
shares of common stock and common stock equivalents outstanding for the
periods presented.
The following selected consolidated financial data have been derived from
and are qualified in their entirety by reference to the financial statements
and other information incorporated herein by reference as described above under
"Incorporation of Certain Documents by Reference." The financial data, except
for the ratios of earnings to fixed charges, have been derived from the
Company's audited consolidated financial statements.
<TABLE>
Years Ended December 31,
1993 1992 1991 1990 1989
(in thousands)
<S> <C> <C> <C> <C> <C>
Results of Operations(1)
Net sales $1,938,390 $1,692,582 $1,534,571 $1,590,940 $1,519,637
Cost of goods sold 1,386,251 1,199,096 1,044,720 1,088,643 1,045,449
Gross profit 552,139 493,486 489,851 502,297 474,188
Selling, R&D, and general expenses 348,384 310,164 286,001 260,093 227,375
Special charges(2) 36,150 9,500 11,185 48,710 -
Operating profit 167,605 173,822 192,665 193,494 246,813
Interest and financing expenses 44,085 62,279 59,097 64,839 61,159
(Gain) on sale of 20% of First Colony
Corporation(3) - (93,600) - - -
(Gain) on sale of subsidiaries(4) (5,871) - - (78,993) -
Other (income) expenses, net (4,116) (1,475) (1,652) (8,110) (11,649)
Income before income taxes, discontinued
operations and cumulative effect
of accounting changes 133,507 206,618 135,220 215,758 197,303
Income taxes(5) 43,485 99,373 41,168 79,331 62,133
Income before extraordinary item, cumulative
effect of accounting changes and
discontinued operations 90,022 107,245 94,052 136,427 135,170
Extraordinary after-tax charge due to early
extinguishment of debt(6) (5,000) - - - -
Cumulative effect of accounting changes for:
Postretirement health benefits (net of tax) - (34,348) - - -
Deferred income taxes - 19,616 - - -
Income before discontinued operations 85,022 92,513 94,052 136,427 135,170
Income from discontinued operations 90,483 162,472 112,616 95,762 96,162
Net income $175,505 $254,985 $206,668 $232,189 $231,332
Financial Position and Other Data
(at end of period)
Working capital - continuing operations $407,182 $327,840 $318,716 $277,289 $268,312
Total assets
Continuing operations $2,009,198 $1,878,898 $1,570,505 $1,385,643 $1,242,754
Net assets of discontinued operations - 658,550 909,876 775,523 706,595
Total assets $2,009,198 $2,537,448 $2,480,381 $2,161,166 $1,949,349
Long-term debt $686,986 $461,736 $810,849 $683,829 $497,181
Common and other shareholders' equity $752,581 $1,401,279 $1,219,313 $1,047,606 $901,299
Ratio of earnings to fixed charges(7)(8) 3.13 3.60 2.71 3.76 3.81
</TABLE>
Notes:
(1) The results and net assets of the Insurance segment spun off in mid-1993
and the Aluminum, Plastics and Energy segment spun off in mid-1989 are
reported as discontinued operations. The data includes the operating
results and accounts of Albemarle, which was spun off at the close of
business on February 28, 1994. Certain amounts have been reclassified to
conform to the current presentation.
(2) Special charges include in 1993 the writedown of the Canadian antiknock
plant and other related costs of $14,200, costs of work-force reduction
in the U.S. and Europe amounting to $7,635, and $14,315 for the
downsizing of Whitby Research, Inc. and relocation of employees and other
related costs ($22,400 after income taxes); in 1992 a provision for
relocation of the Petroleum Additives Division R&D personnel ($6,000
after income taxes); in 1991 the expenses and write-offs of $6,350
resulting from the discontinuance of certain developmental research
programs and expenses of $4,835 covering the mid-1992 relocation of the
Petroleum Additives Division headquarters ($7,000 after income taxes); in
1990 mainly the write-off of nondeductible goodwill and provisions for
relocation expenses of Whitby, Inc., and for environmental remediation
projects at certain chemical facilities ($42,441 after income taxes).
(3) Results from the December 1992 sale of approximately 20% of the capital
stock of First Colony Corporation ($30,200 after income taxes).
(4) The gain on sale of subsidiaries reflects the gain of $5,871 ($6,100
after income taxes) from the June 1993 sale of The Barclay Group and the
1990 gain of $78,993 ($50,765 after income taxes) resulted from the sale
of Hardwicke Chemical Company.
(5) 1993 includes a nonrecurring deferred income tax charge of $2,300 and
additional taxes of $1,500 on six months earnings of the spun-off
insurance business, both resulting from Federal income tax legislation,
which increased the corporate income tax rate retroactive to January 1,
1993.
(6) Results from the early redemption of Ethyl's $116.25 million 9 3/8%
sinking fund debentures, net of income tax benefit of $3,000.
(7) For purposes of computing the ratios of earnings to fixed charges,
"earnings" have been determined by adding income from continuing
operations before income taxes, interest and financing expenses (net of
capitalized interest), the interest portion of rent expense and
amortization of capitalized interest. "Fixed charges" consist of
interest and financing expenses (before deducting capitalized interest)
and the interest portion of rent expense. Due to the immaterial amount
of preferred stock dividends in the periods presented, the ratio of
earnings to combined fixed charges and preferred stock dividends is not
presented as this ratio is the same with or without their inclusion.
(8) No pro forma ratio of earnings to fixed charges is presented because the
Company has not determined at this time whether any or all of the
proceeds received from the offering will be used to refinance any
outstanding debt.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture, dated as of June
15, 1985 (as amended by the First Supplemental Indenture, dated as of June 15,
1986, and the Second Supplemental Indenture, dated as of December 15, 1994, the
"Indenture"), between the Company and First Trust of New York, N.A., Trustee
(the "Trustee"), a copy of which is filed as an exhibit to the Registration
Statement. The following summaries of certain provisions of the Indenture do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all provisions of the Indenture, including the
definitions therein of certain terms. Wherever particular provisions or defined
terms of the Indenture are referred to, such provisions or defined terms are
incorporated herein by reference.
General
The Debt Securities to be offered by this Prospectus are limited to
$300,000,000 in aggregate principal amount (unless any of the Securities are
Original Issue Discount Securities, in which case the aggregate amount is
limited to $300,000,000 in net proceeds to the Company). However, the Indenture
does not limit the amount of Debt Securities which may be issued thereunder and
provides that Debt Securities may be issued from time to time in one or more
series. The Debt Securities will be unsecured obligations of the Company and
will rank on an equal and ratable basis with all other unsecured and
unsubordinated indebtedness of the Company.
The Prospectus Supplement relating to Debt Securities will describe the
following terms of the Debt Securities: (i) the title of the Debt Securities;
(ii) any limit on the aggregate principal amount of the Debt Securities; (iii)
the date or dates on which the Debt Securities will mature; (iv) the rate or
rates at which the Debt Securities will bear interest, if any, and the date from
which such interest will accrue; (v) the dates on which such interest, if any,
will be payable and the Regular Record Dates for such Interest Payment Dates;
(vi) any mandatory or optional sinking fund or analogous provisions; (vii) any
terms for mandatory redemption or for redemption at the option of the Company or
the Holder; (viii) any terms for conversion into or exchange for Preferred
Stock; and (ix) any other terms of the Debt Securities. Unless otherwise
indicated in the Prospectus Supplement, principal of and any premium and
interest on the Debt Securities will be payable, and transfers of the Debt
Securities will be registrable, at the office of the Trustee at 100 Wall Street,
Suite 1600, New York, New York 10005, provided that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as it appears in the Security Register. (Sections 301, 305 and
1002)
Unless otherwise indicated in the Prospectus Supplement, the Debt
Securities will be issued only in fully registered form without coupons in
denominations of $1,000 or any integral multiple thereof. (Section 302) No
service charge will be made for any registration of transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. (Section 305)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be sold at a substantial discount below their principal
amount. Special Federal income tax and other considerations applicable thereto
will be described in the Prospectus Supplement relating thereto.
Restrictive Covenants
Limitations on Liens. Section 1005 of the Indenture provides that so
long as any Debt Securities of any series entitled by their terms to the
benefits of that Section are outstanding, the Company may not, nor may it permit
any Restricted Subsidiary to, incur, issue, assume or guarantee indebtedness for
money borrowed which is secured by any mortgage, security interest, pledge or
lien ("Mortgage") of or upon any Principal Domestic Property owned by the
Company or a Restricted Subsidiary or any shares of stock or indebtedness for
borrowed money of any Restricted Subsidiary without effectively providing that
the Debt Securities shall be secured by such Mortgage equally and ratably with
(or prior to) such indebtedness, unless after giving effect thereto the
aggregate amount of all such indebtedness so secured after the date of the
Indenture together with all Attributable Debt in respect of Sale and Lease-Back
Transactions after the date of the Indenture involving Principal Domestic
Properties owned by the Company or a Restricted Subsidiary would not exceed 10%
of Consolidated Net Tangible Assets. This restriction will not apply to: (i)
Mortgages on any property, shares of stock or indebtedness existing at the time
of, or within 120 days after, acquisition thereof (including acquisition through
merger or consolidation), purchase money Mortgages and construction cost
Mortgages; (ii) Mortgages in connection with the issuance of tax-exempt
industrial development bonds; (iii) Mortgages on property of, or on any shares
of stock or indebtedness of, a corporation existing at the time such corporation
becomes a Subsidiary; (iv) Mortgages in favor of the Company or a Restricted
Subsidiary; (v) Mortgages for taxes, assessments or other governmental charges
or levies, in each case (x) not then due or delinquent or (y) the validity of
which is being contested in good faith by appropriate proceedings; and
materialmen's, mechanics' and other like Mortgages, or deposits to obtain the
release of such Mortgages; (vi) Mortgages to secure public or statutory
obligations or to secure payment of workers' compensation claims or to secure
performance in connection with tenders, leases of real property, bids or
contracts or to secure (or in lieu of) surety or appeal bonds and Mortgages made
in the ordinary course of business for similar purposes; or (vii) any extension,
renewal or replacement of any Mortgage referred to in clauses (i) through (vi).
(Section 1005)
Limitations on Sale and Lease-Back Transactions. Section 1006 of the
Indenture provides that so long as the Debt Securities of any series entitled by
their terms to the benefits of that Section are outstanding, neither the Company
nor any Restricted Subsidiary may enter into any Sale and Lease-Back Transaction
with respect to a Principal Domestic Property (except for transactions involving
leases for a term, including renewals, of not more than three years and except
for transactions between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries), the acquisition of which, or completion of
construction and commencement of full operation of which, has occurred more than
120 days prior to such Sale and Lease-Back Transaction, unless (i) the Company
or such Restricted Subsidiary could create indebtedness secured by a Mortgage on
such property pursuant to Section 1005 of the Indenture (see "Limitations on
Liens" above) in an amount equal to the Attributable Debt with respect to the
Sale and Lease- Back Transaction without equally and ratably securing the
Securities, or (ii) within 180 days of the sale, the Company applies an amount
equal to, in the case of a sale or transfer for cash, the greater of the net
proceeds from the sale or the fair value of the property so sold (as determined
by its Board of Directors) and, in the case of a sale or transfer otherwise than
for cash, an amount equal to such fair value to the retirement of the Debt
Securities or other Consolidated Senior Funded Debt of the Company or a
Restricted Subsidiary, subject to reduction as set forth in the Indenture in
respect of Debt Securities and other Consolidated Senior Funded Debt retired
during such 180-day period otherwise than for mandatory sinking funds and
payments at maturity. (Section 1006)
Consolidation, Merger or Sale of Assets of the Company. The Indenture
provides that the Company may consolidate with, sell or convey all or
substantially all of its assets to, or merge with or into any other corporation,
provided that either the Company shall be the continuing corporation or the
successor corporation shall be a corporation organized and existing under the
laws of the United States or a state thereof, and such successor corporation
shall expressly assume, by supplemental indenture satisfactory to the Trustee,
the due and punctual payment of the principal of and any premium and interest on
all the Debt Securities, according to their tenor, and the due and punctual
performance and observance of all the covenants and conditions of the Indenture
to be performed by the Company. The Company or successor corporation, as the
case may be, shall not, immediately after such merger or consolidation, or such
sale or conveyance, be in default in the performance of any such covenant or
condition. The Indenture provides that if after giving effect to any such
consolidation or merger of the Company with or into any other corporation or to
any such sale or conveyance of its property as an entirety, or substantially as
an entirety, any Principal Domestic Property of the Company or a Restricted
Subsidiary or any shares of stock or indebtedness for borrowed money of any
Restricted Subsidiary owned immediately prior thereto would become subject to a
Mortgage and such Mortgage could not be created pursuant to Section 1005 of the
Indenture (see "Limitations on Liens" above) without equally and ratably
securing the Debt Securities, the Debt Securities shall be equally and ratably
secured with (or prior to) the indebtedness secured by such Mortgage. (Article
Eight)
Definitions. "Principal Domestic Property" means all real and tangible
personal property owned by the Company or a Restricted Subsidiary constituting a
part of any manufacturing or processing plant or warehouse located within the
United States, exclusive of (i) motor vehicles, mobile materials-handling
equipment and other rolling stock, (ii) office furnishings and equipment, and
information and electronic data processing equipment, (iii) any property
financed through the issuance of tax-exempt industrial development bonds, (iv)
any real property held for development or sale or (v) any property which in the
opinion of the Board of Directors of the Company is not of material importance
to the total business conducted by the Company and its Restricted Subsidiaries
as an entirety. "Restricted Subsidiary" means any Subsidiary (as defined) of
the Company which the Company shall, by written notice to the Trustee, have
designated as a Restricted Subsidiary; the Indenture provides that the Company
shall not permit any Subsidiary to be designated as a Restricted Subsidiary
unless, immediately thereafter, the Company and its Restricted Subsidiaries
could incur, issue, assume or guarantee additional indebtedness for money
borrowed secured by a Mortgage and no Event of Default, and no event which after
notice or lapse of time or both would become an Event of Default, shall exist.
"Unrestricted Subsidiary" means any Subsidiary not designated as a Restricted
Subsidiary and any Restricted Subsidiary subsequently designated as an
Unrestricted Subsidiary; the Indenture provides that the Company shall not
permit any Restricted Subsidiary to be designated as an Unrestricted Subsidiary
unless, immediately thereafter, the Company and its Restricted Subsidiaries
could incur, issue, assume or guarantee additional indebtedness for money
borrowed secured by a Mortgage, and no Event of Default, and no event which
after notice or lapse of time or both would become an Event of Default, shall
exist. "Consolidated Net Tangible Assets" means (i) the assets of the Company
and all Restricted Subsidiaries (less applicable reserves and other properly
deductible items), minus (ii) current liabilities, goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and similar
intangibles, investments in and advances to Unrestricted Subsidiaries and any
minority interest in the equity of Restricted Subsidiaries, all as determined in
accordance with generally accepted accounting principles. "Attributable Debt"
means the total net amount of rent (discounted from the respective due dates
thereof to the determination date at the rate per annum equal to the interest
rate borne by the Debt Securities of the series in respect of which such
determination is being made) required to be paid during the remaining term of
any lease subject to the limitations on Sale and Lease-Back Transactions.
(Sections 101 and 1007)
Events of Default
The following are Events of Default under the Indenture with respect to
Debt Securities of any series: (i) failure to pay principal of or premium, if
any, on any Debt Security of that series when due; (ii) failure to pay any
interest on any Debt Security of that series when due, continued for 30 days;
(iii) failure to deposit any sinking fund payment, when due, in respect of any
Debt Security of that series; (iv) failure to perform any other covenant of the
Company in the Indenture (other than a covenant included in the Indenture solely
for the benefit of a series of Debt Securities other than that series),
continued for 60 days after written notice as provided in the Indenture; (v)
default in payment of any portion of principal of any indebtedness for money
borrowed by the Company or acceleration of any such indebtedness under the terms
of the instrument under which such indebtedness is issued or secured if such
default is not cured or such acceleration is not annulled within 10 days after
written notice as provided in the Indenture; (vi) certain events in bankruptcy,
insolvency or reorganization; and (vii) any other Event of Default with respect
to Debt Securities of that series. (Section 501) If an Event of Default with
respect to Debt Securities of any series at the time Outstanding occurs and is
continuing, either the Trustee or the Holders of at least 25% in principal
amount of the Outstanding Debt Securities of that series may declare the
principal amount (or, if the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all the Debt Securities of that series to be due
and payable immediately. At any time after a declaration of acceleration with
respect to Debt Securities of any series has been made, but before a judgment or
decree based on acceleration has been obtained, the Holders of a majority in
principal amount of the Outstanding Debt Securities of that series may, under
certain circumstances, rescind and annul such acceleration. (Section 502)
The Indenture provides that the Trustee, within 90 days after the
occurrence of a default with respect to any series of the Debt Securities, shall
give to the Holders of the Debt Securities of that series notice of all uncured
defaults known to it; provided that, except in the case of default in the
payment of the principal of or any premium or interest on any Debt Securities of
such series, or in the payment of any sinking fund installment with respect to
Debt Securities of such series, the Trustee shall be protected in withholding
such notice if it in good faith determines that the withholding of such notice
is in the interest of the Holders of Debt Securities of such series. (Section
602)
The Indenture provides that the Trustee will be under no obligation,
subject to the duty of the Trustee during default to act with the required
standard of care, to exercise any of its rights or powers under the Indenture at
the request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for indemnification of the Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of any series will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Debt Securities of that series. (Section 512)
The Company will be required to furnish to the Trustee annually a
statement as to the performance by the Company of certain of its obligations
under the Indenture and as to any default in such performance. (Section 1008)
Defeasance
Defeasance and Discharge. The Indenture provides that, if so specified
with respect to the Debt Securities of any series, the Company will be
discharged from any and all obligations in respect of the Debt Securities of
such series (except for certain obligations to register the transfer or exchange
of Debt Securities of such series, to replace stolen, lost or mutilated Debt
Securities of such series, to maintain paying agencies and to hold monies for
payment in trust) upon the deposit with the Trustee, in trust, of money and/or
U.S. Government Obligations (as defined) which through the payment of interest
and principal in respect thereof in accordance with their terms will provide
money in an amount sufficient to pay the principal of (and premium, if any),
each installment of interest on and any sinking fund payments on, the Debt
Securities of such series on the Stated Maturity (as defined) of such payments
in accordance with the terms of the Indenture and the Debt Securities of such
series. Such a trust may only be established if, among other things, the
Company has delivered to the Trustee an Opinion of Counsel (who may be an
employee of or counsel for the Company) to the effect that the Debt Securities
of such series, if then listed on the New York Stock Exchange, Inc., will not be
delisted as a result of such deposit, defeasance and discharge. (Section 402)
In the event of any such defeasance and discharge of Debt Securities of such
series, Holders of Debt Securities of such series would be able to look only to
such trust fund for payment of principal (and premium, if any), and interest, if
any, on their Debt Securities until maturity. Such defeasance and discharge may
be treated as a taxable exchange of the Debt Securities of such series for an
issue of obligations of the trust or a direct interest in the cash and
securities held in the trust. In that case Holders of the Debt Securities of
such series would recognize gain or loss as if the trust obligations or the cash
or securities deposited, as the case may be, had actually been received by them
in exchange for their Debt Securities. Such Holders thereafter might be
required to include in income a different amount than would be includable in the
absence of defeasance and discharge. Prospective investors are urged to consult
their own tax advisors as to the specific consequences of defeasance and
discharge.
Defeasance of Certain Obligations. The Indenture provides that, if so
specified with respect to the Debt Securities of any series, the Company may
omit to comply with the restrictive covenants described under "Restrictive
Covenants--Limitations on Liens and Limitations on Sale and Leaseback
Transactions" if such restrictive covenants are applicable to the Debt
Securities of such series, and any such omission shall not be an Event of
Default with respect to the Debt Securities of such series, upon the deposit
with the Trustee, in trust, of money and/or U.S. Government Obligations (as
defined) which through the payment of interest and principal in respect thereof
in accordance with their terms will provide money in an amount sufficient to pay
the principal of (and premium, if any), each installment of interest on, and any
sinking fund payments on the Debt Securities of such series on the Stated
Maturity (as defined) of such payments in accordance with the terms of the
Indenture and the Debt Securities of such series. The obligations of the
Company under the Indenture and the Debt Securities of such series other than
with respect to the covenants referred to above and the Events of Default other
than the Event of Default referred to above shall remain in full force and
effect. Such a trust may only be established if, among other things, the Company
has delivered to the Trustee an Opinion of Counsel (who may be an employee of or
counsel for the Company) to the effect that (i) the Holders of the Debt
Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and defeasance of certain
obligations and will be subject to federal income tax on the same amounts and in
the same manner and at the same times, as would have been the case if such
deposit and defeasance had not occurred, and (ii) the Debt Securities of such
series, if then listed on the New York Stock Exchange, Inc., will not be
delisted as a result of such deposit and defeasance. (Section 1010)
Defeasance and Certain Other Events of Default. In the event the Company
exercises its option to omit compliance with certain covenants of the Indenture
with respect to the Debt Securities of any series as described above and the
Debt Securities of such series are declared due and payable because of the
occurrence of any Event of Default other than the Event of Default described in
clause (d) under "Events of Default" with respect to the restrictive covenants
described under "Restrictive Covenants--Limitations on Liens and Limitations on
Sale and Leasebacks," the amount of money and U.S. Government Obligations (as
defined) on deposit with the Trustee will be sufficient to pay amounts due on
the Debt Securities of such series at the time of their Stated Maturity (as
defined) but may not be sufficient to pay amounts due on the Debt Securities of
such series at the time of the acceleration resulting from such Event of
Default. The Company shall in any event remain liable for such payments as
provided in the Indenture.
Modification and Waiver
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of at least 66 2/3% in principal
amount of the Outstanding Securities of each series affected by such
modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Security
affected thereby, (a) change the stated maturity date of the principal of, or
any installment of principal of or any interest on, any Debt Security, (b)
reduce the principal amount of, or any premium or interest on, any Debt Security
(c) reduce the amount of principal of an Original Issue Discount Security
payable upon acceleration of the Maturity thereof, (d) change the place or
currency of payment of principal of, or any premium or interest on, any Debt
Security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security, or (f) reduce the percentage in
principal amount of Outstanding Securities of any series, the consent of whose
Holders is required for modification or amendment of the Indenture or for waiver
of compliance with certain provisions of the Indenture or for waiver of certain
defaults. (Section 902)
The Holders of at least 66 2/3% in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all Debt Securities of
that series waive, insofar as that series is concerned, compliance by the
Company with certain restrictive provisions of the Indenture. (Section 1009)
The Holders of a majority in principal amount of the Outstanding Securities of
any series may on behalf of the Holders of all Debt Securities of that series
waive any past default under the Indenture with respect to that series, except a
default in the payment of the principal of, or any premium or interest on, any
Debt Security of that series or in respect of a provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Security of that series affected. (Section 513)
Global Securities
The Debt Securities of a series issued under the Indenture may be issued
in whole or in part in the form of one or more global securities (the "Global
Securities") that will be deposited with, or on behalf of, a depositary (the
"Depositary") identified in the Prospectus Supplement relating to such series.
Global Securities may be issued only in fully registered form and in either
temporary or permanent form. Unless and until it is exchanged in whole or in
part for the individual Debt Securities represented thereby, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or other nominee of such Depositary or by the Depositary or any
nominee to a successor Depositary or any nominee of such successor.
The specific terms of the depositary arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. Ethyl anticipates that the following provisions will generally
apply to depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depositary. Such accounts shall be designated by the
dealers, underwriters or agents with respect to such Debt Securities or by Ethyl
if such Debt Securities are offered and sold directly by Ethyl. Ownership of
beneficial interests in a Global Security will be limited to persons that have
accounts with the applicable Depositary ("participants") or persons that may
hold interests through participants. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the applicable Depositary or its
nominee (with respect to interests of participants) and the records of
participants (with respect to interests of persons other than participants).
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in a Global
Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have any of
the individual Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of any such Debt Securities of such series in definitive form and will
not be considered the owners or holders thereof under the Indenture governing
such Debt Securities.
Payments of principal of, premium, if any, and interest, if any, on
individual Debt Securities represented by a Global Security registered in the
name of a Depositary or its nominee will be made to the Depositary or its
nominee, as the case may be, as the registered owner of the Global Security
representing such Debt Securities. Neither Ethyl, the Trustee for such Debt
Securities, any paying agent (a "Paying Agent"), nor the Registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made by the Depositary or any participants on
account of beneficial ownership interests of the Global Security for such Debt
Securities or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Ethyl expects that the Depositary for a series of Debt Securities or its
nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing any of such Debt Securities,
immediately will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security for such Debt Securities as shown on the records of such
Depositary or its nominee. Ethyl also expects that payments by participants to
owners of beneficial interests in such Global Security held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name." Such payments will be the responsibility
of such participants.
If the Depositary for a series of Debt Securities is at any time
unwilling, unable or ineligible to continue as depositary and a successor
depositary is not appointed by Ethyl within 90 days, Ethyl will issue individual
Debt Securities of such series in exchange for the Global Security or Securities
representing such series of Debt Securities. In addition, Ethyl may at any time
and in its sole discretion, subject to any limitations described in the
Prospectus Supplement relating to such Debt Securities, determine not to have
any Debt Securities of a series represented by one or more Global Securities
and, in such event, will issue individual Debt Securities of such series in
exchange for the Global Security or Securities representing such series of Debt
Securities. Further, if Ethyl so specifies with respect to the Debt Securities
of a series, an owner of a beneficial interest in a Global Security representing
Debt Securities of such series may, on terms acceptable to Ethyl, the Trustee,
and the Depositary for such Global Security, receive individual Debt Securities
of such series in exchange for such beneficial interests, subject to any
limitations described in the Prospectus Supplement relating to such Debt
Securities. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery of individual Debt Securities of
the series represented by such Global Security equal in principal amount to such
beneficial interest and to have such Debt Securities registered in its name.
Individual Debt Securities of such series so issued will be issued in
denominations, unless otherwise specified by Ethyl, of $1,000 and integral
multiples thereof.
DESCRIPTION OF CAPITAL STOCK
General
The authorized stock of the Company consists of 400,000,000 shares of
common stock, par value $1 per share (the "Common Stock"); 1,000,000 shares of
Cumulative First Preferred Stock, par value $100 per share (the "First Preferred
Stock"), issuable in series; and 10,000,000 shares of Cumulative Second
Preferred Stock, par value $10 per share (the "Second Preferred Stock"),
issuable in series. On December 31, 1994, there were 118,434,401 shares of
Common Stock outstanding. No shares of First Preferred Stock or Second
Preferred Stock are currently outstanding. The Company has no present intention
to issue additional shares of First Preferred Stock and any shares of Preferred
Stock issued pursuant to the Prospectus will be Second Preferred Stock.
The following statements with respect to the capital stock of the Company
are subject to the detailed provisions of the Company's Restated Articles of
Incorporation, as amended (the "Restated Articles"), and by-laws (the "By-Laws")
as currently in effect. These statements do not purport to be complete, or to
give full effect to the terms of the provisions of statutory or common law, and
are subject to, and are qualified in their entirety by reference to, the terms
of the Restated Articles, By-Laws and the Rights Agreement, dated as of
September 24, 1987, between the Company and Manufacturers Hanover Trust Company
(now known as Chemical Bank) (the "Rights Agreement"), which are filed as
Exhibits to the Registration Statement of which this Prospectus is a part.
First Preferred Stock
The following description of the terms of the First Preferred Stock sets
forth certain general terms and provisions of the First Preferred Stock.
General. Under the Restated Articles, the Board of Directors of the
Company (the "Board of Directors") is authorized, without further shareholder
action, to provide for the issuance of up to 1,000,000 shares of First Preferred
Stock, in one or more series, with such voting powers and with such
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions, as shall be set forth
in Articles of Amendment to the Restated Articles, adopted by the Board of
Directors or a duly authorized committee thereof and filed with the Virginia
State Corporation Commission, establishing a particular series of the Preferred
Stock (the "Articles of Amendment").
Dividend Rights. Holders of the First Preferred Stock of each series
will be entitled to receive, when, as and if declared by the Board of Directors,
out of assets of the Company legally available therefor, cash dividends at such
rates and on such dates as are set forth in the Articles of Amendment relating
to such series of the First Preferred Stock. If, and as long as, any shares of
First Preferred Stock are outstanding, no dividends will be declared or paid or
any distributions be made on the Second Preferred Stock or any other security
ranking junior to the First Preferred Stock, including the Common Stock
(collectively, the "Subordinated Stock"), other than a dividend payable in
Subordinated Stock, unless (i) the accrued dividends on each series of First
Preferred Stock have been fully paid or declared and set apart for payment, (ii)
the Company shall have set apart all amounts, if any, required to be set apart
for all sinking funds, if any, for each series of First Preferred Stock and
(iii) the aggregate amount of dividends paid on the Subordinated Stock does not
exceed an amount determined in accordance with the Restated Articles. Except as
provided herein and in the Articles of Amendment relating to such series of the
First Preferred Stock, the First Preferred Stock will not be entitled to
participate in the earnings or assets of the Company.
Rights Upon Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the holders of each
series of First Preferred Stock will be entitled to receive out of the assets of
the Company available for distribution to shareholders, before any distribution
of assets is made to holders of Subordinated Stock (i) $100 per share, plus
accrued dividends, if such liquidation, dissolution or winding up is involuntary
or (ii) the current redemption price per share (otherwise than for the sinking
fund, if any, provided for such series) provided for such series set forth in
the Articles of Amendment relating to such series of the First Preferred Stock,
if such liquidation, dissolution or winding up is voluntary.
Redemption. A series of the First Preferred Stock may be redeemable, in
whole or in part, at the option of the Company, and may be subject to mandatory
redemption pursuant to a sinking fund, in each case upon terms, at the times,
the redemption prices and for the types of consideration set forth in the
Articles of Amendment relating to such series.
Sinking Fund. The Articles of Amendment for any series of the First
Preferred Stock will state the terms, if any, of a sinking fund for the purchase
or redemption of that series of First Preferred Stock.
Conversion Rights. The Articles of Amendment for any series of the First
Preferred Stock will state the terms, if any, on which shares of that series are
convertible into shares of Common Stock or another series of preferred stock of
the Company. The First Preferred Stock will have no preemptive rights.
Voting Rights. Except as indicated below or in the Articles of Amendment
relating to a particular series of First Preferred Stock, or except as expressly
required by applicable law, a holder of the First Preferred Stock will not be
entitled to vote. In no event shall the holders of First Preferred Stock be
entitled to vote generally for the election of all directors of the Company.
Except as indicated in the Articles of Amendment relating to a particular series
of First Preferred Stock, in the event the Company issues full shares of any
series of First Preferred Stock, each such share will be entitled to one vote on
matters on which holders of such series of the First Preferred Stock are
entitled to vote.
Unless the vote or consent of a greater number of shares is required by
law, the affirmative vote of the holders of more than two-thirds of the
outstanding shares of all series of First Preferred Stock, voting as a separate
voting group, will be required for (i) the authorization of any class of stock
ranking prior to or on parity with the First Preferred Stock or the increase in
the number of authorized shares of any such stock, (ii) any increase in the
number of authorized shares of First Preferred Stock and (iii) certain
amendments to the Restated Articles that may be adverse to the rights of the
First Preferred Stock outstanding.
Second Preferred Stock
The following description of the terms of the Second Preferred Stock sets
forth certain general terms and provisions of the Second Preferred Stock to
which a Prospectus Supplement may relate. Specific terms of any series of the
Second Preferred Stock offered by a Prospectus Supplement will be described in
the Prospectus Supplement relating to such series of the Second Preferred Stock.
The description set forth below is subject to and qualified in its entirety by
reference to the Articles of Amendment to the Restated Articles establishing a
particular series of the Second Preferred Stock which will be filed with the
Virginia State Corporation Commission in connection with the offering of such
series of Second Preferred Stock.
General. Under the Restated Articles, the Board of Directors of the
Company is authorized, without further shareholder action, to provide for the
issuance of up to 10,000,000 shares of Second Preferred Stock, in one or more
series, with such voting powers and with such designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions, as shall be set forth in resolutions providing for
the issue thereof adopted by the Board of Directors. The Company may amend from
time to time its Restated Articles to increase the number of authorized shares
of Second Preferred Stock. Any such amendment would require the approval of the
holders of a majority of the outstanding shares of Common Stock, and the
approval of the holders of a majority of the outstanding shares of all series of
Second Preferred Stock voting together as a single class without regard to
series. As of the date of this Prospectus, the Company has no Second Preferred
Stock outstanding. The Company has designated 2,000,000 shares of Cumulative
Second Preferred Stock, Series B for possible future issuance pursuant to the
rights agreement described below under "Purchase Rights." Consequently, the
Company presently intends to designate no more than 8,000,000 shares of any
additional series of Second Preferred Stock.
The Second Preferred Stock will have the dividend, liquidation,
redemption, conversion and voting rights set forth below unless otherwise
provided in the Prospectus Supplement relating to a particular series of the
Second Preferred Stock. Reference is made to the Prospectus Supplement relating
to the particular series of the Second Preferred Stock offered thereby for
specific terms, including: (i) the title and liquidation preference per share
of such Second Preferred Stock and the number of shares offered; (ii) the price
at which such Second Preferred Stock will be issued; (iii) the dividend rate (or
method of calculation), the dates on which dividends shall be payable and the
dates from which dividends shall commence to accumulate; (iv) any redemption or
sinking fund provisions of such Second Preferred Stock; (v) any conversion
provisions of such Second Preferred Stock; and (vi) any additional dividend,
liquidation, redemption, sinking fund and other rights, preferences, privileges,
limitations and restrictions of such Second Preferred Stock.
The Second Preferred Stock will, when issued, be fully paid and
nonassessable. Unless otherwise specified in the Prospectus Supplement relating
to a particular series of the Second Preferred Stock, each series of the Second
Preferred Stock will rank on a parity as to dividends and distributions in the
event of a liquidation with the outstanding shares of Second Preferred Stock of
the Company but, in all cases, will be subordinate to all outstanding shares, if
any, of any series of the First Preferred Stock.
Dividend Rights. Subject to the rights of holders, if any, of the First
Preferred Stock (see " - First Preferred Stock--Dividend Rights"), holders of
the Second Preferred Stock of each series will be entitled to receive, when, as
and if declared by the Board of Directors, out of assets of the Company legally
available therefor, cash dividends at such rates and on such dates as are set
forth in the Prospectus Supplement relating to such series of the Second
Preferred Stock. Such rate may be fixed or variable or both. Each such dividend
will be payable to the holders of record as they appear on the stock books of
the Company on such record dates as will be fixed by the Board of Directors or a
duly authorized committee thereof. Dividends on all series of the Second
Preferred Stock will be cumulative.
If the Prospectus Supplement so provides, no dividends will be declared
or paid or set apart for payment on the Second Preferred Stock of any series
ranking, as to dividends, on a parity with or junior to any other series of
preferred stock for any period unless full dividends have been or
contemporaneously are declared and paid, or declared and a sum sufficient for
the payment thereof set apart for such payment, on such other series of
preferred stock for the then-current dividend payment period and, if such other
preferred stock is cumulative, all other dividend payment periods terminating on
or before the date of payment of such full dividends. When dividends on all
shares of Second Preferred Stock for any dividend period are not paid in full,
all such shares will participate ratably in any partial payment for such period
in proportion to the full amounts for such period. Except as provided in the
preceding sentence, unless full dividends, including accumulations in respect of
prior dividend payment periods, on all outstanding shares of any series of the
Second Preferred Stock have been paid, no dividends (other than, if the
Prospectus Supplement so provides, in shares of Common Stock or another stock
ranking junior to such series of the Second Preferred Stock) will be declared or
paid or set aside for payment or other distributions made upon the Common Stock
or any other stock of the Company ranking junior to such series of Second
Preferred Stock.
Each series of Second Preferred Stock will be entitled to dividends as
described in the Prospectus Supplement relating to such series, which may be
based upon one or more methods of determination. Different series of the Second
Preferred Stock may be entitled to dividends at different dividend rates or
based upon different methods of determination. Except as provided herein and in
the Prospectus Supplement, the Second Preferred Stock will not be entitled to
participate in the earnings and assets of the Company.
Rights Upon Liquidation. Subject to the rights of holders, if any, of
the First Preferred Stock, in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the holders of each
series of Second Preferred Stock will be entitled to receive, out of the assets
of the Company available for distribution to shareholders, liquidating
distributions in the amount set forth in the Prospectus Supplement relating to
such series of the Second Preferred Stock. The holders of any series of the
Second Preferred Stock will not be entitled to receive any assets of the Company
upon any liquidation, dissolution or winding up of the Company unless and until
the liquidation preference is paid to the holders of any preferred stock ranking
senior to the series of Second Preferred Stock, including the First Preferred
Stock, if any. If the Prospectus Supplement so provides, if, upon any voluntary
or involuntary liquidation, dissolution or winding up of the Company, the
amounts payable with respect to the Second Preferred Stock of any series and any
other shares of stock of the Company ranking as to any such distribution on a
parity with such series of the Second Preferred Stock are not paid in full, the
holders of the Second Preferred Stock of such series and of such other shares
will share ratably in any such distribution of assets of the Company in
proportion to the full respective preferential amounts to which they are
entitled. Upon any liquidation, dissolution or winding up, after the holders of
the Second Preferred Stock have been paid the specified liquidation preference,
such holders will have no right or claim to any of the remaining assets of the
Company. See "--First Preferred--Rights Upon Liquidation."
Redemption. Subject to the rights of holders, if any, of the First
Preferred Stock, a series of the Second Preferred Stock may be redeemable, in
whole or in part, at the option of the Company, and may be subject to mandatory
redemption pursuant to a sinking fund, in each case upon terms, at the times,
the redemption prices and for the types of consideration set forth in the
Prospectus Supplement relating to such series.
The Prospectus Supplement relating to a series of Second Preferred Stock
which is subject to mandatory redemption shall specify the number of shares of
such series of Second Preferred Stock that shall be redeemed by the Company in
each year commencing after a date to be specified, at a redemption price per
share to be specified, together with an amount equal to any accrued and unpaid
dividends thereon to the date of redemption.
Except as indicated in the Prospectus Supplement relating to any series
of the Second Preferred Stock, the Second Preferred Stock is not subject to any
mandatory redemption at the option of the holder.
Conversion Rights. The Prospectus Supplement for any series of the
Second Preferred Stock will state the terms, if any, on which shares of that
series are convertible into shares of Common Stock or another series of
preferred stock of the Company. The Second Preferred Stock will have no
preemptive rights.
Voting Rights. Except as indicated below or in the Prospectus Supplement
relating to a particular series of Second Preferred Stock, or except as
expressly required by applicable law, a holder of the Second Preferred Stock
will not be entitled to vote. Except as indicated in the Prospectus Supplement
relating to a particular series of Second Preferred Stock, in the event the
Company issues full shares of any series of Second Preferred Stock, each such
share will be entitled to one vote on matters on which holders of such series of
the Second Preferred Stock are entitled to vote.
Unless otherwise provided in the Prospectus Supplement, the affirmative
vote of the holders of a majority of the outstanding shares of all series of
Second Preferred Stock, voting as a separate voting group, will be required for
any amendment of the Restated Articles (or any certificate amendatory thereof or
supplemental thereto relating to any series of the Second Preferred Stock) which
changes any rights or preferences of such series of Second Preferred Stock.
In addition to the foregoing voting rights, under Virginia law as now in
effect, the holders of the Second Preferred Stock will have the voting rights
set forth under "General" above with respect to amendments to the Restated
Articles which would increase the number of authorized shares of preferred stock
of the Company.
Transfer Agent and Registrar. The transfer agent, registrar and dividend
disbursement agent for a series of the Preferred Stock will be selected by the
Company and be described in the applicable Prospectus Supplement. The registrar
for shares of Second Preferred Stock will send notices to shareholders of any
meetings at which holders of the Second Preferred Stock have the right to vote
on any matter.
Common Stock
Subject to the rights of holders, if any, of First Preferred Stock or
Second Preferred Stock, holders of Common Stock are entitled to dividends as
declared by the Board of Directors from time to time after payment of, or
provision for, full cumulative dividends on and any required redemptions of
shares of Preferred Stock then outstanding. Holders of Common Stock are entitled
to one vote per share and may not cumulate votes for the election of directors.
Holders of Common Stock have preemptive or subscription rights except they have
no right to purchase or subscribe to shares of the Preferred Stock and any
shares that may be issued upon conversion of the Preferred Stock. Holders of
Common Stock have no liability for further calls or assessments. In the event
of the liquidation, dissolution or winding up of the Company, holders of Common
Stock are entitled to receive pro rata all the remaining assets of the Company
available for distribution, after satisfaction of the prior preferential rights
of the Preferred Stock and the satisfaction of all debts and liabilities of the
Company.
The Transfer Agent and Registrar for the Common Stock is Harris Trust and
Savings Bank.
Certain Provisions of the Restated Articles and By-Laws
Special meetings of shareholders may be called only by a majority of the
Board of Directors or by designated officers. Directors may be removed with or
without cause, and vacancies on the Board of Directors, including any vacancy
created by an increase in the number of Directors, may be filled by the Board of
Directors unless the vacancy is to be filled at a meeting of shareholders. The
By-Laws require that advance notice of nominees for election as Directors to be
made by any shareholder be given to the Secretary of the Company, together with
certain specified information, no later than 60 days before an annual meeting of
shareholders or seven days following notice of a special meeting of shareholders
for the election of Directors. The provisions of the Restated Articles and
By-Laws described above may, in certain circumstances, make more difficult or
discourage a takeover of the Company.
Purchase Rights
Pursuant to a rights agreement dated September 24, 1987, the Company
distributed one Second Preferred Stock, Series B purchase right ("Right") for
each outstanding share of Common Stock to the shareholders of record on October
5, 1987. Unless the Board of Directors directs otherwise, one Right will be
issued with respect to each share of Common Stock that becomes outstanding prior
to the occurrence of certain potential change-in-control events. The Rights
become exercisable upon certain potential change- in-control events. When
exercisable, the Rights entitle holders to purchase shares of Second Preferred
Stock, Series B, and upon the occurrence of certain events, the Rights entitle
holders to purchase shares of Common Stock at a substantial discount. Exercise
of the Rights will cause substantial dilution to a person or group attempting to
acquire control of the Company without the approval of the Board of Directors.
Except under certain circumstances, the Board of Directors may cause the Company
to redeem the Rights in whole, but not in part, at a price of $.01 per Right.
The Rights expire on September 24, 1997, if not redeemed earlier. The Rights
have no voting or dividend privileges. Until such time as the Rights become
exercisable, they are attached to and do not trade separately from the Common
Stock.
DESCRIPTION OF DEPOSITARY SHARES
Each Depositary Share will represent a fraction of a share of Preferred
Stock deposited under a Deposit Agreement (the "Deposit Agreement"), to be
entered into by the Company, a depositary and the holders from time to time of
Depositary Receipts (as defined) issued thereunder. Subject to the terms of the
Deposit Agreement, each owner of a Depositary Share will be entitled,
proportionately, to all the rights and preferences of the Preferred Stock
represented thereby contained in the Company's articles of incorporation.
The Depositary Shares will be evidenced by depositary receipts issued
pursuant to the Deposit Agreement ("Depositary Receipts"). The above
description of the Depositary Shares is not complete and is subject to, and
qualified in its entirety by, the description in the applicable Prospectus
Supplement and the provisions of the Deposit Agreement (which will contain the
form of the Depositary Receipt).
PLAN OF DISTRIBUTION
The Company may sell Offered Securities to one or more underwriters
(which may include CS First Boston Corporation) for public offering and sale by
them or may sell Offered Securities to investors directly or through agents.
Any such underwriter or agent involved in the offer and sale of the Offered
Securities will be named in the Prospectus Supplement.
Underwriters may offer and sell the Offered Securities at a fixed price
or prices, which may be changed, or from time to time at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Company also may, from time to time,
authorize underwriters acting as agents to offer and sell the Offered Securities
upon the terms and conditions set forth in any Prospectus Supplement. In
connection with the sale of Offered Securities, underwriters may be deemed to
have received compensation from the Company in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of
Offered Securities for whom they may act as agent. Underwriters may sell
Offered Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions (which may be
changed from time to time) from the underwriters and/or from the purchasers for
whom they may act as agent.
Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of Offered Securities and any discounts,
concessions or commissions allowed by underwriters to participating dealers will
be set forth in the Prospectus Supplement. Underwriters, dealers and agents
participating in the distribution of the Offered Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Offered Securities may be deemed to be
underwriting discounts and commissions under the Securities Act. Underwriters,
dealers and agents may be entitled, under agreements entered into with the
Company, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act.
If so indicated in the Prospectus Supplement, the Company will authorize
dealers acting as the Company's agents to solicit offers by certain institutions
to purchase Offered Securities from the Company at the public offering price set
forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date or dates stated in
the Prospectus Supplement. Each Contract will be for an amount not less than,
and the principal amount of Offered Securities sold pursuant to Contracts shall
not be less nor more than, the respective amounts stated in the Prospectus
Supplement. Institutions with which Contracts, when authorized, may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions, but will in all cases be subject to the approval of the Company.
Contracts will not be subject to any conditions except (i) the purchase by an
institution of the Offered Securities covered by its Contract shall not at the
time of delivery be prohibited under the laws of any jurisdiction in the United
States to which such institution is subject and (ii) the Company shall have sold
to such underwriters the total principal amount of the Offered Securities less
the principal amount thereof covered by Contracts. A commission indicated in
the Prospectus Supplement will be granted to agents and underwriters soliciting
purchases of Offered Securities pursuant to Contracts accepted by the Company.
Agents and underwriters shall have no responsibility in respect of the delivery
or performance of Contracts.
Certain of the underwriters and their affiliates may be customers of,
engage in transactions with, and perform services for, the Company in the
ordinary course of business.
VALIDITY OF SECURITIES
The validity of the Securities will be passed upon for the Company by
Hunton & Williams, Richmond, Virginia, and for the Underwriters by Sullivan &
Cromwell, New York, New York.
Allen C. Goolsby, a member of Hunton & Williams, is a director of the
Company. At December 15, 1994, partners and associates of Hunton & Williams who
participated in the preparation of this Prospectus owned, in the aggregate,
4,724 shares of the Common Stock of the Company.
EXPERTS
The consolidated financial statements and schedules included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1993, incorporated by reference in this prospectus, have been incorporated
herein in reliance on the report, which contains an explanatory paragraph
concerning changes in accounting principles, of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
Any financial statements and schedules hereafter incorporated by
reference in the registration statement of which this Prospectus is a part that
have been audited and are the subject of a report by independent accountants
will be so incorporated by reference in reliance upon such reports and upon the
authority of such firm as experts in accounting and auditing to the extent
covered by consents filed with the Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the offering are as follows:
Filing fee for Registration Statement. . . . . . . . .$103,449
Printing and engraving fees. . . . . . . . . . . . . .. 25,000
Fees of rating agencies. . . . . . . . . . . . . . . .. 20,000
Fees and expenses of counsel . . . . . . . . . . . . .. 20,000
Fees and expenses of accountants . . . . . . . . . . .. 15,000
Fees and expenses of trustee . . . . . . . . . . . . .. 30,000
Blue Sky and legal investment fees and
expenses . . . . . . . . . . . . . . . . . . . . . .. 10,000
Miscellaneous expenses . . . . . . . . . . . . . . . . 11,551
Total. . . . . . . . . . . . . . . . . . . . . . . .$235,000
Item 15. Indemnification of Directors and Officers
The Virginia Stock Corporation Act (the "Virginia Act") permits, and the
registrant's Restated Articles of Incorporation, as amended, require,
indemnification of the registrant's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933.
Section 13.1-704 of the Virginia Act permits a Virginia corporation with
shareholder approval to indemnify its directors and officers, unless these
persons have engaged in willful misconduct or a knowing violation of the
criminal law. The registrant's Restated Articles of Incorporation require
indemnification of directors and officers to the full extent permitted by
Virginia law. The effect of this provision, together with the Virginia Act, is
to mandate indemnification of the registrant's directors and officers with
respect to any action except in the event of willful misconduct or a knowing
violation of the criminal law. In addition, the registrant carries insurance on
behalf of directors, officers, employees or agents which may cover liabilities
under the Securities Act of 1933. Reference is also made to the indemnification
provisions set forth in the form of underwriting agreement filed as Exhibit 1
hereto.
Section 13.1-692.1 of the Virginia Act also permits Virginia corporations
to limit or eliminate the damages that may be assessed against a director or
officer of the registrant in a shareholder, derivative or direct proceeding
except in the event of willful misconduct or a knowing violation of the criminal
law or federal or state securities law. The registrant's Restated Articles of
Incorporation limit the liability of directors and officers to the registrant to
the extent permitted by Virginia law, thus eliminating the personal liability of
the registrant's directors and officers in any action brought by the registrant,
directly or derivatively, or by its shareholders. This limit on liability will
not apply in the event of willful misconduct or a knowing violation of the
criminal law or of federal or state securities laws.
Item 16. Exhibits
1 Form of Underwriting Agreement.*
4.1 Indenture, dated as of June 15, 1985, between Ethyl Corporation and First
Trust of New York, N.A. (formerly, Morgan Guaranty Trust Company of New
York), as Trustee (filed as Exhibit 4.1 to the registrant's Registration
Statement on Form S-3 (No. 33-19184), and incorporated herein by
reference).
4.2 First Supplemental Indenture, dated as of June 15, 1986, between Ethyl
Corporation and First Trust of New York, N.A. (formerly, Morgan Guaranty
Trust Company of New York), as Trustee (filed as Exhibit 4.2 to the
registrant's Registration Statement on Form S-3 (No. 33-19184), and
incorporated herein by reference).
4.3 Second Supplemental Indenture, dated as of December 15, 1994, between
Ethyl Corporation and First Trust of New York, N.A., as Trustee.
5 Opinion of Hunton & Williams.
12 Ethyl Corporation and Subsidiaries--Computation of Ratio of Earnings to
Fixed Charges for Each of the Five Years in the Period Ended December 31,
1993 and the Nine Months Ended September 30, 1994.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Hunton & Williams (included in Exhibit 5).
24 Power of attorney (included as part of signature pages to this
Registration Statement).
25 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of First Trust of New York, N.A., as Trustee.
_________________________
* To be filed by amendment.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that the undertakings set forth in subparagraphs
(i) and (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering;
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted against the registrant by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to file an application for
purposes of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes either agent
for service named in the registration statement to execute in the name of each
such person, and to file, any amendment, including any post-effective amendment,
to the registration statement making such changes in the registration statement
as the registrant deems appropriate, and appoints such agent for service as
attorney in fact to sign in his behalf individually and in each capacity stated
below and file all amendments and post- effective amendments to the registration
statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ethyl
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Richmond, State of Virginia on the 30th day of
November, 1994.
Ethyl Corporation,
(Registrant)
By /s/ Bruce C. Gottwald
(Bruce C. Gottwald,
Chairman of the Board
and Executive Committee)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the 30th day of November, 1994.
Signature Title
/s/ Bruce C. Gottwald
(Bruce C. Gottwald) Chairman of the Board and
Executive Committee and
Director (Principal
Executive Officer)
/s/ Charles B. Walker
(Charles B. Walker) Vice Chairman and
Director (Principal
Financial Officer)
/s/ David A. Fiorenza
(David A. Fiorenza) Vice President-Finance
and Controller (Principal
Accounting Officer)
/s/ Lloyd B. Andrew
(Lloyd B. Andrew) Director
/s/ William W. Berry
(William W. Berry) Director
/s/ Allen C. Goolsby
(Allen C. Goolsby) Director
/s/ Floyd D. Gottwald, Jr.
(Floyd D. Gottwald, Jr.) Director
/s/ Thomas E. Gottwald
(Thomas E. Gottwald) President and Director
(Principal Operating
Officer)
/s/ William M. Gottwald, M.D.
(Dr. William M. Gottwald) Director
/s/ Gilbert M. Grosvenor
(Gilbert M. Grosvenor) Director
/s/ Bruce C. Gottwald, Jr.
(Bruce C. Gottwald, Jr.) Director
/s/ Andre B. Lacy
(Andre B. Lacy) Director
/s/ Emmett J. Rice
(Emmett J. Rice) Director
/s/ Sidney Buford Scott
(Sidney Buford Scott) Director
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
4.3 Second Supplemental Indenture, dated as of
December 15, 1994, between Ethyl
Corporation and First Trust of New York,
N.A., as Trustee.
5 Opinion of Hunton & Williams.
12 Ethyl Corporation and Subsidiaries--Computation
of Ratio of Earnings to Fixed Charges for Each
of the Five Years in the Period Ended December
31, 1993, and the Nine Months Ended September 30,
1994.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Hunton & Williams (included in
Exhibit 5).
24 Power of attorney (included as part of
signature pages to this Registration
Statement).
25 Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture
Act of 1939 of First Trust of New York,
N.A., as Trustee.
EXHIBIT 4.3
ETHYL CORPORATION
AND
FIRST TRUST OF NEW YORK, N.A.
(Formerly, Morgan Guaranty Trust Company of New York),
Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of December 15, 1994
Supplementing the Indenture,
dated as of June 15, 1985,
as supplemented by the
First Supplemental Indenture
dated as of June 15, 1986
SECOND SUPPLEMENTAL INDENTURE, dated as of December 15, 1994, between
ETHYL CORPORATION, a corporation duly organized and existing under the laws
of the Commonwealth of Virginia (the "Company"), having its principal offices
at 330 South Fourth Street, Richmond, Virginia 23219, and FIRST TRUST OF NEW
YORK, N.A. (formerly, Morgan Guaranty Trust Company of New York), a
corporation duly organized and existing under the laws of the State of New
York, as Trustee (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of June 15, 1985, as supplemented by the First
Supplemental Indenture dated as of June 15, 1986 (such Indenture, as so
supplemented, is referred to herein as the "Indenture"), providing for the
issuance from time to time of its unsecured debentures, notes and other
evidences of indebtedness (herein and therein called the "Securities"), to
be issued in one or more series as in the Indenture provided;
WHEREAS, Section 901(5) of the Indenture provides, among other things,
that the Company, when authorized by a Board Resolution, and the Trustee, at
any time and from time to time, may enter into an indenture supplemental to
the Indenture for the purpose of changing or eliminating any provision of the
Indenture, provided that such change or elimination shall not be effective
as to any Security Outstanding of any series created prior to the execution
of such supplemental indenture which is entitled to the benefit of such
provision;
WHEREAS, the Company pursuant to the foregoing authority, proposes in
and by this Second Supplemental Indenture to amend the Indenture in certain
respects with respect to the Securities of any series created on or after the
date hereof; and
WHEREAS, all things necessary to make this Second Supplemental
Indenture a valid agreement of the Company, in accordance with its terms,
have been done.
AGREEMENT
NOW, THEREFORE, the Company and the Trustee hereby agree as follows:
1. Section 101 of the Indenture is amended to add the following new
definition thereto, in the appropriate alphabetical sequence, as follows:
"Depositary" means, with respect to the Securities of any
series issuable or issued in the form of a global
Security, the Person designated as Depositary by the
Company pursuant to Section 301 until a successor
Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each person who is then
a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to
the Securities of any such series shall mean the
Depositary with respect to the Securities of that series.
2. Section 104 of the Indenture is amended to add new paragraphs (e)
and (f) to the end thereof as follows:
(e) Without limiting the generality of the foregoing,
unless otherwise specified pursuant to Section 301 or
pursuant to one or more indentures supplemental hereto, a
Holder, including a Depositary that is the Holder of a
global Security, may make, give or take, by a proxy or
proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other
action provided in this Indenture to be made, given or
taken by Holders, and a Depositary that is the Holder of
a global Security may provide its proxy or proxies to the
beneficial owners of interests in any such global Security
through such Depositary's standing instructions and
customary practices.
(f) The Trustee shall fix a record date for the purpose
of determining the Persons who are beneficial owners of
interests in any global Security held by a Depositary
entitled under the procedures of such Depositary to make,
give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders. If such
a record date is fixed, the Holders on such record date or
their duly appointed proxy or proxies, and only such
Persons, shall be entitled to make, give or take such
request, demand, authorization, direction, notice,
consent, waiver or other action, whether or not such
Holders remain after such record date. No such request,
demand, authorization, direction, notice, consent, waiver
or other action shall be valid or effective if made, given
or taken more than 90 days after such record date.
3. Section 201 of the Indenture is amended to:
(a) add the parenthetical "(including global form)"
immediately after the word "form" in the second line
thereof; and
(b) add ", if any," after the word "Securities" in the
first line of the final paragraph thereof.
4. Section 202 of the Indenture is amended to delete the first
paragraph thereof[, and to substitute in lieu thereof a new paragraph as
follows]:
If the Security is an Original Issue Discount Security,
the face of the security shall bear any legend required by
law, including the United States Internal Revenue Code and
regulations thereunder.
5. The Indenture is hereby amended to add a new Section 205 as
follows:
SECTION 205. Securities in Global Form.
If any Security of a series is issuable in global form,
such Security may provide that it shall represent the
aggregate amount of Outstanding Securities from time to
time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented
thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the
amount, of Outstanding Securities represented thereby
shall be made by the Trustee and in such manner as shall
be specified in such Security.
6. Section 301 of the Indenture is hereby amended to redesignate
paragraph (12) thereof as paragraph (13), and to add new paragraph (12) as
follows:
(12) whether the Securities of the series shall be issued
in whole or in part in the form of a global Security or
Securities and, in such case, the Depositary for such
global Security or Securities; and
7. Section 303 of the Indenture is hereby amended to:
(a) add at the end of the third paragraph thereof the
following:
If any Security shall be represented by a global
Security, then, for purposes of this Section and
Section 304, the notation of the record owner's
interests therein upon original issuance of such
Security shall be deemed to be delivered in
connection with the original issuance of each
beneficial owner's interest in such global Security.
If all the Securities of any one series are not to
be originally issued at one time and if a Board
Resolution relating to such Securities shall so
permit, such Company Order may set forth procedures
acceptable to the Trustee for the issuance and
authentication of such Securities.
; and
(b) add the following new paragraphs as the final two
paragraphs thereof:
If the Company shall establish pursuant to Section
301 that the Securities of a series are to be issued
in the form of one or more global Securities, then
the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order
with respect to such series, authenticate and
deliver one or more global Securities that (i) shall
represent and shall be dominated in an amount equal
to the aggregate principal amount of all of the
Securities of such series issued and not yet
cancelled, (ii) shall be registered in the name of
the Depositary for such global Security or
Securities or the nominee of such Depositary, (iii)
shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary's instructions and
(iv) shall bear a legend substantially to the
following effect: "Unless and until it is exchanged
in whole or in part for Securities in definitive
registered form, this Security may not be
transferred except as a whole by the Depositary in
the nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of
the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of
such successor Depositary."
Each Depositary designated pursuant to Section 301
for a global Security must, at the time of its
designation and at all times while it serves as
Depositary, be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, and
any other applicable statute or regulation.
8. Section 305 of the Indenture is hereby amended to add the
following new paragraphs as the final paragraphs thereof:
Notwithstanding any other provision of this Section
305, unless and until it is exchanged in whole or in
part for Securities in definitive registered form,
a global Security representing all or a portion of
the Securities of a series may not be transferred
except as a whole by the Depositary for such series
to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another
nominee of Such Depositary or by such Depositary or
any such nominee to a successor Depositary for such
series or a nominee of such successor Depositary.
If at any time the Depositary for the Securities of
a series notifies the Company that it is unwilling
or unable to continue as Depositary for the
Securities of such series or if at any time the
Depositary for the Securities of such series shall
no longer be eligible under Section 303, the Company
shall appoint a successor Depositary with respect to
the Securities of such series. If a successor
Depositary for the Securities of such series is not
appointed by the Company within 90 days after the
Company receives such notice or becomes aware of
such ineligibility, the Company's election pursuant
to Section 301(12) shall no longer be effective with
respect to the Securities of such series and the
Company will execute, and the Trustee, upon receipt
of a Company Order for the authentication and
delivery of definitive Securities of such series,
will authenticate and deliver, Securities of such
series in definitive registered form without
coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal
amount of the global Security or Securities
representing such series, in exchange for such
global Security or Securities.
The Company may at any time and in it sole
discretion determine that the Securities of any
series issued in the form of one or more global
Securities shall no longer be represented by a
global Security or Securities. In such event the
Company will execute, and the Trustee, upon receipt
of a Company Order for the authentication and
delivery of definitive Securities of such series,
will authenticate and deliver, Securities of such
series in definitive registered form without
coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal
amount of the global Security or Securities
representing such series, in exchange for such
global Security or Securities.
If specified by the Company pursuant to Section 301
with respect to a series of Securities, the
Depositary for such series of Securities may
surrender a global Security for such series of
Securities in exchange in whole or in part for
Securities of such series in definitive registered
form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall
execute, and the Trustee shall authenticate and
deliver, without service charge,
(i) to the Person specified by such
Depositary a new Security or Securities of the
same series, of any authorized denomination as
requested by such Person, in an aggregate
principal amount equal to and in exchange for
such Person's beneficial interest in the
global Security; and
(ii) to such Depositary a new global Security
in a denomination equal to the difference, if
any, between the principal amount of the
surrendered global Security and the aggregate
principal amount of Securities authenticated
and delivered pursuant to Clause (i) above.
Upon the exchange of a global Security for
Securities in definitive registered form without
coupons, in authorized denominations, such global
Security shall be cancelled by the Trustee.
Securities in definitive registered form without
coupons issued in exchange for a global Security
pursuant to this Section 305 shall be registered in
such names and in such authorized denominations as
the Depositary for such global Security, pursuant to
instructions from its direct or indirect
participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities
to or as directed by the Person in whose names such
Securities are so registered.
9. Section 308 of the Indenture is amended to add a new paragraph
as the last paragraph thereof as follows:
None of the Company, the Trustee, any Paying Agent
or the Security Registrar will have any
responsibility or liability for any aspect of the
records relating to or payments made on account of
beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any
records relating to such beneficial ownership
interests.
10. Section 1107 of the Indenture is hereby amended to add the
following immediately following the final word of the sentence comprising
such Section:
, except that if a global Security is so
surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the
Depositary for such global Security, without service
charge, a new global Security or Securities in a
denomination equal to and in exchange for the
unredeemed portion of the principal of the global
Security so surrendered.
11. All provisions of this Second Supplemental Indenture shall be
deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as supplemented by this Second Supplemental Indenture, shall be
read, taken and construed as one and the same instrument.
12. The Trustee accepts the trusts created by the Indenture, as
supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by this
Second Supplemental Indenture.
13. The recitals contained in the Indenture and the Securities,
except the Trustee's certificate of authentication, shall be taken as
statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity
or sufficiency of the Indenture or the Securities.
14. All amendments to the Indenture made hereby shall have effect
only with respect to the Securities of any series created on or after the
date hereof, and not with respect to the Securities of any series created
prior to the date hereof.
15. All capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Indenture.
16. This Second Supplemental Indenture may be executed in any number
of counter parts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective seals to be
hereunto affixed and attested, all as of the date first above written.
ETHYL CORPORATION
By /s/ Charles B. Walker
Title: Vice Chairman
Chief Financial Officer
[Corporate Seal]
Attest:
/s/ W. D. Gottwald, Jr.
Title: Assistant Secretary
FIRST TRUST OF NEW YORK, N.A.
By /s/ Catherine F. Donohoe
Title: Vice President
[Corporate Seal]
Attest:
/s/ Teresita Glasgow
Title: Assistant Secretary
STATE OF VIRGINIA )
) SS.:
CITY OF RICHMOND )
On the 11 day of January, 1995, before me personally came Charles B.
Walker, to me known, who, being duly sworn, did depose and say that he is
Vice Chairman/Chief Financial Officer of ETHYL CORPORATION, one of the
corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said Corporation, and that he signed his name thereto
by like authority.
/s/ Carolyn O. Parrish
Notary Public
My commission expires:October 31, 1998
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 29 day of December, 1994, before me personally came Catherine
F. Donohue, to me known, who, being duly sworn, did depose and say that he
is Vice President of FIRST TRUST OF NEW YORK, N.A., one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said Corporation, and that he signed his name thereto by like authority.
/s/ Thomas J. Courtney
Notary Public
My commission expires:May 11, 1996
RICS:T:\Ethyl\Shelf\Suppind.fin
January 11, 1995 @ 7:35pm
Exhibit 5
File No.: 23390.000290
Hunton & Williams
951 E. Byrd Street
Richmond, VA 23219
January 11, 1995
Ethyl Corporation
330 South Fourth Street
P.O. Box 2189
Richmond, Virginia 23219
Ethyl Corporation --
Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel to Ethyl Corporation, a Virginia
corporation (the "Company"), in connection with the registration by the
Company of (a) an aggregate of $300,000,000 of its (i) unsecured senior
debt securities (the "Debt Securities") and (ii) shares of its Cumulative
Second Preferred Stock, par value $10 per share (the "Preferred Stock")
and (b) an indeterminate number of preferred depositary shares of the
Company to be evidenced by depositary receipts (the "Depositary Shares"),
as set forth in the Registration Statement on Form S-3 (the "Registration
Statement") that is being filed on January 12, 1995 with the Securities
and Exchange Commission (the "Commission") by the Company pursuant to the
Securities Act of 1933, as amended. The Debt Securities, the Preferred
Stock and the Depositary Shares are referred to herein collectively as the
"Securities." The Securities are to be issued in one or more series and
are to be sold from time to time as set forth in the Registration
Statement, the Prospectus contained therein (the "Prospectus") and any
amendments or supplements thereto.
In rendering this opinion, we have relied upon, among other things,
our examination of such records of the Company and certificates of its
officers and of public officials as we have deemed necessary.
Based upon the foregoing and the further qualifications stated
below, we are of the opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the Commonwealth of Virginia; and
2. When (a) the terms of any series of the Preferred Stock have
been authorized by appropriate corporate action of the Company and (b) the
Securities have been issued and sold upon the terms and conditions set
forth in the Registration Statement, the Prospectus and the applicable
supplement to the Prospectus, and with respect to the Debt Securities,
such Debt Securities have been duly executed, authenticated and delivered
in accordance with the Indenture, dated as of June 15, 1985 (as amended by
the First Supplemental Indenture, dated as of June 15, 1986, and the
Second Supplemental Indenture, dated as of December 15, 1994), between the
Company and First Trust of New York, N.A., then (x) the Debt Securities
will be validly authorized and issued and binding obligations of the
Company and (y) the Preferred Stock will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement and to the statement made in
reference to this firm under the caption "Validity of Securities" in the
Registration Statement.
Very truly yours,
/s/ Hunton & Williams
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Exhibit 12
(IN 000'S OF DOLLARS EXCEPT FOR RATIOS)
<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
EARNINGS 1994 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C>
INCOME BEFORE TAXES $108,004 $133,507 $206,618 $135,220 $215,758 $197,303
INTEREST EXPENSE (NET) 18,762 44,085 62,279 59,097 64,839 61,159
PORTION OF RENTS REPRESENTATIVE
OF INTEREST FACTOR 3,301 9,896 9,021 7,067 6,174 5,044
AMORTIZATION OF CAPITALIZED INTEREST 1,059 3,246 2,807 2,266 2,537 2,489
TOTAL EARNINGS $131,126 $190,734 $280,725 $203,650 $289,308 $265,995
FIXED CHARGES
INTEREST EXPENSE (BEFORE DEDUCTING
CAPITALIZED INTEREST) $25,642 $50,949 $69,042 $68,061 $70,674 $64,773
PORTION OF RENTS REPRESENTATIVE
OF INTEREST FACTOR 3,301 9,896 9,021 7,067 6,174 5,044
TOTAL FIXED CHARGES $28,943 $60,845 $78,063 $75,128 $76,848 $69,817
RATIO OF EARNINGS TO FIXED CHARGES 4.5305 3.1348 3.5961 2.7107 3.7647 3.8099
</TABLE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of (i) our report, which includes an explanatory
paragraph concerning changes in accounting principles, dated January 31,
1994, except as to the information presented in Note 21, for which the
date is February 17, 1994, on our audits of the consolidated financial
statements of Ethyl Corporation and Subsidiaries as of December 31, 1993
and 1992, and for the years ended December 31, 1993, 1992, and 1991,
appearing on page 46 of the Ethyl Corporation 1993 Annual Report to
Shareholders, which report is incorporated by reference in the Annual
Report on Form 10-K ("Form 10-K"), and (ii) our report dated January 31,
1994, on our audits of the financial statement schedules listed in the
index on page F-1 of the Form 10-K, which report appears on page F-2 of
the Form 10-K. We also consent to the reference to our firm under the
caption "Experts."
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
January 11, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM T - 1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) _________
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
For information, contact:
Terry L. McRoberts, President
First Trust of New York, National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2500
ETHYL CORPORATION
(Exact name of obligor as specified in its charter)
Virginia 54-0118820
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
330 South Fourth Street
P. O. Box 2189
Richmond, Virginia 23217
(Address of principal executive offices) (Zip Code)
CONVERTIBLE DEBT SECURITIES
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee - -
(a) Name and address of each examining or supervising authority
to which it is subject.
Name Address
Comptroller of the Currency Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1. Articles of Association of First Trust of New York,
National Association, incorporated herein by
reference to Exhibit 1 of Form T-1, Registration
No. 33- 83774.
Exhibit 2. Certificate of Authority to Commence Business for
First Trust of New York, National Association,
incorporated herein by reference to Exhibit 2 of
Form T-1, Registration No. 33-83774.
Exhibit 3. Authorization of the Trustee to exercise corporate
trust powers for First Trust of New York, National
Association, incorporated herein by reference to
Exhibit 3 of Form T-1, Registration No. 33-83774.
Exhibit 4. By-Laws of First Trust of New York, National
Association, incorporated herein by reference to
Exhibit 4 of Form T-1, Registration No. 33-83774.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York, National
Association, required by Section 321(b) of the Act,
incorporated herein by reference to Exhibit 6 of
Form T-1, Registration No. 33-83774.
Exhibit 7. Report of Condition of First Trust of New York,
National Association, as of the close of business
on September 2, 1994, published pursuant to law or
the requirements of its supervising or examining
authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, the trustee, First Trust of New York, National Association,
a national banking association organized and existing under the laws of the
United States, has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all in The City of
New York, and State of New York, on the 29th day of December, 1994.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By: /s/Catherine F. Donohue
Catherine F. Donohue
Vice President
<PAGE>
Exhibit 7
First Trust of New York, N. A.
Statement of Financial Condition
As of 9/2/94
($000 s)
Assets
Cash and Due From Depository Institutions $30,165
Federal Reserve Stock 3,150
Fixed Assets 470
Other Assets 72,625
Total Assets $106,410
Liabilities
Accounts Payable $410
Litigation Reserve 1,000
Other Liabilities 0
Total Liabilities 1,410
Equity
Common and Preferred Stock 1,000
Surplus 104,000
Undivided Profits 0
Total Equity Capital 105,000
Total Liabilities and Equity Capital $106,410
To the best of the undersigned s determination, as of this date the above
financial information is true and correct.
First Trust of New York, N. A.
By: /s/ Catherine F. Donohue
