<PAGE>
Registration No. 33-57243
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Ethyl Corporation
(Exact name of Registrant as Specified in Its Charter)
VIRGINIA 54-0118820
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
330 South Fourth Street
P. O. Box 2189
Richmond, Virginia 23218
(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,
Chief Financial Officer and Treasurer
Ethyl Corporation
330 South Fourth Street
P. O. Box 2189
Richmond, Virginia 23218
(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 23218
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_
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.
<PAGE>
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 ________, 1996
<PAGE>
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.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . 1
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CONSOLIDATED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . . . . 5
DESCRIPTION OF DEBT SECURITIES . . . . . . . . . . . . . . . . . . . . . 11
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Restrictive Covenants . . . . . . . . . . . . . . . . . . . . . . . 11
Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . 13
Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Modification and Waiver . . . . . . . . . . . . . . . . . . . . . . 15
Global Securities . . . . . . . . . . . . . . . . . . . . . . . . . 15
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . 17
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Certain Provisions of the Restated Articles and By-Laws . . . . . . 19
Purchase Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 19
DESCRIPTION OF DEPOSITARY SHARES . . . . . . . . . . . . . . . . . . . . 20
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 20
VALIDITY OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . 21
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
<PAGE>
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, 1995 filed pursuant to Section 13 or 15(d) of the Exchange Act, Ethyl's
Current Report on Form 8-K filed March 15, 1996 as amended by Form 8-K/A filed
May 13, 1996 and Ethyl's Quarterly Report on Form 10-Q as amended by Form 10-
Q/A for the first quarter ended March 31, 1996 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 on the following pages 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
23218 (Telephone: (804) 788-5000).
<PAGE>
THE COMPANY
The Company is a major manufacturer and blender of petroleum additives.
Incorporated in Virginia in 1887, the Company has approximately 1,800
employees. Its principal executive office is located at 330 S. Fourth Street,
Richmond, Virginia 23218, and its telephone number is (804) 788-5000.
On February 29, 1996, the Company acquired the worldwide lubricant
additives business of Texaco, Inc. On September 15, 1994, the Company sold
Whitby, Inc. ("Whitby"), which marketed and distributed finished
pharmaceuticals. On February 28, 1994, Ethyl distributed to its shareholders
all of the outstanding shares of Albemarle Corporation ("Albemarle"), which
owned the olefins and derivatives, bromine chemicals and specialty chemicals
businesses formerly owned, directly or indirectly, by Ethyl. 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 owns First Colony Life Insurance Company,
which engages primarily in writing life insurance and annuities. See
"Consolidated Financial Data" regarding financial data for the lubricant
additives business acquired from Texaco, Inc.
The Company's petroleum additives business includes lubricant additives
and fuel additives. Lubricant additives extend the useful life of lubricants
and assist them in preventing wear and corrosion of metallic parts, protecting
seals, allowing metallic parts to withstand extremely high temperatures and
pressures, and increasing 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 and industrial
equipment and machinery requiring lubrication, thereby extending equipment
life. Lubricant additives are used in meeting government regulations and
original equipment manufacturers' specifications and standards, including
improving fuel economy.
Lubricant additives include packages for (i) 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 oils for
two-cycle engines, and (ii) automatic transmission fluids, automotive and
industrial gear oils, hydraulic fluids and industrial oils; as well as
components for engine oil and other additive packages such as (i) antioxidants
to resist high-temperature degradation, antiwear agents to protect metal
surfaces from abrasion, (ii) detergents to prevent carbon and varnish deposits
from forming on engine parts, (iii) dispersants to keep engine parts clean by
suspending insoluble products of fuel combustion and oil oxidation, (iv)
friction reducers to facilitate movement, (v) pour point depressants to enable
oils to flow at cold temperatures, (vi) corrosion inhibitors to protect metal
parts and (vii) viscosity index improvers to provide uniform flow properties
over a wide range of temperatures.
Fuel additives increase the quality of gasolines and diesel fuel by
raising the level of octane and cetane, respectively, retaining the quality of
fuel over time, maintaining engine cleanliness, protecting metals, reducing
friction and wear and lowering emissions. Fuel additives are used by refiners
to meet regulations and standards, including those reducing exhaust emissions.
Fuel additives also 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.
Fuel additives include lead and manganese antiknock compounds to
increase octane and prevent power loss due to early or late combustion (engine
knock) in gasoline engines; cetane improvers to improve the combustion
properties and power delivery of diesel fuels; amine stabilizers and hindered
phenolic antioxidants to prevent thermal degradation during storage and
transport; corrosion inhibitors to prevent fuel storage and pumping system
failures; cold flow improvers to enhance diesel fuel pumping under cold
weather conditions; detergent packages to keep carbon deposits from forming on
fuel injectors, intake valves or carburetors 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. The Company also markets Greenburn (TM) , an
environmentally friendly line of proprietary products designed for the diesel
fuel, home heating oil and power generation fuel markets worldwide.
Greenburn (TM) products contain HITEC (R) 3000 performance additive.
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.
<PAGE>
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 market for these products in motor vehicles in
the United States and Canada has been eliminated, but the market for their use
in 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 markets continues to decline at
an annual rate of approximately 8% as the use of unleaded gasoline grows.
On a consolidated basis, including prior-year operations of spun-off
businesses while they were part of the Company, the contribution of lead
antiknock compounds to the Company's net sales was about 26% in 1995, 22% in
1994 and 13% in 1993. The lead antiknock profit contribution to the Company's
consolidated operating profit, excluding allocation of corporate expenses, is
estimated to have been 74% in 1995, 56% in 1994 and 49% in 1993. On a pro
forma basis, excluding prior year operations of the spun-off businesses, the
contribution of lead antiknock compounds to net sales would have been 25% in
1994 and 1993. On a pro forma basis, the contribution to operating profit
would have been 60% in 1994 and 70% in 1993.
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 increases in selling prices. Any further decline in the use of
lead antiknock compounds would adversely affect sales and, unless the Company
can offset such volume declines with increased margins, also adversely affect
profits from lead antiknocks. The Company's current five-year plan
contemplates that growth in the remainder of its petroleum additives business
will be sufficient to approximately offset any decline in the operating profit
contribution of lead antiknock compounds.
In December 1993, the Company entered into an agreement with The
Associated Octel Company Limited ("Octel") of London pursuant to which Octel
allocates a portion of its production capacity of lead antiknock compounds to
the Company for sale and distribution through the Company's worldwide network.
As a result, the Company has discontinued production of lead antiknock
compounds, while continuing to maintain the production equipment in its
subsidiary's Canadian plant, where the Company previously had produced some of
its lead antiknock compounds. The Octel agreement continues so long as the
Company determines that a market continues to exist for lead antiknock
compounds. Under the agreement, which is cancelable at the Company's option
with no minimum purchase obligations, the Company has the right to purchase
from Octel antiknock compounds which the Company estimates will be sufficient
to cover the Company's needs in any contract year. Prices are subject to
periodic escalation and adjustment.
In addition to the supply agreement, Octel and the Company have agreed
that the Company's fleet of ships will distribute for Octel its lead antiknock
compounds that are shipped in bulk in ocean-going vessels.
The Company believes the agreement with Octel will 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 Octel supply agreement and the Company's discontinuance of
lead antiknock manufacturing operations will adversely affect its relations
with its customers, or 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 a manganese-based antiknock compound, HITEC (R)
3000 performance additive ("MMT"), which is used in unleaded gasoline. The
compounds are manufactured by Albemarle under a long-term supply contract with
the Company. MMT has been used in Canadian unleaded gasoline for nearly 20
years.
The Company conducted extensive testing of MMT 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. After extended litigation with the
EPA, in April 1995, the United States Court of Appeals for the District of
Columbia Circuit ordered the EPA to grant a waiver for the use of MMT in
unleaded gasoline and the waiver was granted in July 1995. EPA continued to
bar the use of MMT in United States unleaded gasoline unless the additive was
"registered" under another section of the Clean Air Act. In another suit in
the United States Court of Appeals for the District of Columbia Circuit, the
Company challenged EPA's assertion that additional manganese health testing
must be conducted before MMT could be registered. In October 1995, the
appellate court in a unanimous decision ordered EPA to register MMT for use in
unleaded gasoline. EPA did not appeal that decision. In late December 1995,
the Company began the sale of MMT to the U.S. refining industry for use in
<PAGE>
unleaded gasoline. In February 1996, the Environmental Defense Fund ("EDF")
initiated a campaign to prevent refiners from using MMT in the U.S. The
Company takes strong exception to the EDF's position. The major automobile
manufacturers have indicated that they will recommend use of MMT-free gasoline
until more testing is done. The Company has met with the automobile companies
to discuss their concerns and is continuing its MMT test programs. Sales of
MMT remain approximately level with 1995, and it is not possible to determine
if and when, or the degree to which, sales will increase in the U.S., as well
as in other countries besides Canada.
In Canada, in May 1995 legislation was introduced in the Canadian
Parliament to restrict the import of MMT into Canada. When Parliament
adjourned in mid-December 1995, the legislation had not passed the House of
Commons. In April 1996 the legislation was reintroduced, but no action has
been taken by Parliament.
A majority of the Company's production of petroleum additives is in the
United States. The Company also has production facilities in Feluy and Gent,
Belgium, Sarnia, Ontario, Canada and Rio de Janeiro, Brazil.
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
process oils, polybutenes, 2-ethyl-1-hexanol and other alcohols,
antioxidants and amines 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.
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth certain condensed consolidated financial data
of the Company for the three-month periods ended March 31, 1996 and 1995.
The data are in summary form and are unaudited. On February 29, 1996, the
Company completed the acquisition of the worldwide lubricant additives
business of Texaco, Inc., including manufacturing and blending facilities,
identifiable intangibles and working capital. The acquisition, accounted for
under the purchase method, included a cash payment of $135.9 million (subject
to adjustment based on final working capital determinations) and a future
contingent payment of up to $60 million (the "Contingent Note"). The cash
payment was financed primarily under the Company's revolving credit
agreement. The payment of up to $60 million will become due on February 26,
1999, with interest payable on the entire Contingent Note until such date.
The actual amount of the contingent payment and total interest will be
determined using an agreed upon formula based on volumes of certain acquired
product lines shipped during the calendar years 1996 through 1998, as
specified in the contingent note agreement. Texaco, Inc. retained
substantially all non-current liabilities. Pro forma financial information
related to this acquisition is presented on pages 6-7.
<TABLE>
<CAPTION>
Condensed Consolidated Results of Operations (1) Three Months Ended
(In Thousands Except Per Share Amounts and Ratios)(Unaudited) March 31,
---------------------------
1996 1995
-------- --------
<S> <C> <C>
Net sales $ 242,185 $ 234,291
Cost of goods sold 166,128 152,112
-------- --------
Gross profit 76,057 82,179
Selling, research, development, testing and general expenses 40,155 42,679
-------- --------
Operating profit 35,902 39,500
Interest and financing expenses 5,925 6,264
Other (income), net (530) (400)
-------- --------
Income before income taxes 30,507 33,636
Income taxes 11,477 12,143
-------- --------
Net income $ 19,030 $ 21,493
======== ========
Earnings per share $ 0.16 $ 0.18
==== ====
Financial Position and Other Data (at end of period) March 31,
---------------------------
1996 1995
-------- --------
Working capital $ 295,585 $ 269,147
Total assets $ 1,147,681 $ 1,033,822
Long-term debt $ 429,025 $ 347,317
Common and other shareholders' equity $ 412,992 $ 404,994
Ratio of earnings to fixed charges (2) 5.30 4.62
</TABLE>
Notes:
1. One month's results of the worldwide lubricant additives business
acquired from Texaco Inc. on February 29, 1996 are included in the
Company's first quarter 1996 results. The financial data at March 31,
1996 includes a preliminary allocation of purchase price, as well as
the borrowing used to finance the acquisition.
2. For purposes of computing the ratios of earnings to fixed charges,
"earnings" have been determined by adding to income before income taxes,
the interest portion of rent expense, amortization of capitalized
interest, and interest and financing expenses (net of capitalized
interest). "Fixed charges" consist of interest and financing expenses
(before deducting capitalized interest) and the interest portion of rent
expense.
<PAGE>
SUMMARY PRO FORMA INFORMATION
The following unaudited pro forma information presents a summary of the
combined results of the Company and the worldwide lubricant additives business
of Texaco as if the acquisition had occurred on January 1, 1995, giving effect
to adjustments for interest expense that would have been incurred to finance
the purchase and other purchase accounting adjustments. The pro forma results
are for informational purposes only and may not necessarily reflect the results
of operations of Ethyl had the acquired business operated as part of the
Company for the three months ended March 31, 1996 and the year ended December
31, 1995. Amounts presented are in thousands except per share amounts.
<TABLE>
<CAPTION>
Three Months Ended March 31, 1996
----------------------------------------------
Texaco Additives
Historical Adjusted (a) Pro Forma
(unaudited) (unaudited) (unaudited)
----------- ---------------- -----------
<S> <C> <C> <C>
Net sales $ 242,185 $ 49,854 (b)
(679) (c) $ 291,360
Cost of goods sold 166,128 42,891 (c, d) 209,019
-------- -------- -------
Gross profit 76,057 6,284 82,341
Selling, research, development, testing,
and general expenses 40,155 2,150 (e) 42,305
-------- -------- -------
Operating profit 35,902 4,134 40,036
Interest and financing expenses 5,925 446 (f) 6,371
Other (income), net (530) - (530)
-------- -------- -------
Income before income taxes 30,507 3,688 34,195
Income taxes 11,477 1,402 (g) 12,879
-------- -------- -------
Net Income $ 19,030 $ 2,286 $ 21,316
======== ======== ======
Earnings per share $ 0.16 $ 0.18
======== ======
</TABLE>
<TABLE>
Year Ended December 31, 1995
<CAPTION>
Texaco Additives
Adjusted (a) Pro Forma
Historical (unaudited) (unaudited)
---------- --------------- -----------
<S> <C> <C> <C>
Net sales $ 960,450 $ 396,312 (b)
(52,750) (c) $ 1,304,012
Cost of goods sold 636,056 296,559 (c, d) 932,615
-------- -------- -----------
Gross profit 324,394 47,003 371,397
Selling, research, development, testing,
and general expenses 177,215 17,124 (e) 194,339
Special charge 4,750 - 4,750
-------- -------- -----------
Operating profit 142,429 29,879 172,308
Interest and financing expense 26,833 8,548 (f) 35,381
Other (income), net (580) (2,714) (3,294)
-------- -------- -----------
Income before income taxes 116,176 24,045 140,221
Income taxes 42,213 9,513 (g) 51,726
-------- -------- -----------
Net income $ 73,963 $ 14,532 $ 88,495
======== ======== ===========
Earnings per share $ 0.62 $ 0.75
======== ===========
</TABLE>
<PAGE>
NOTES TO SUMMARY PRO FORMA INFORMATION
a. To reflect the pro forma adjustments resulting from the acquisition of the
worldwide lubricant additives business of Texaco, Inc. for the two months
January 1, 1996 through February 29, 1996 in the quarter ended March 31,
1996 and the year ended December 31, 1995.
b. To reflect the historical revenues of the acquired business for the periods
presented.
c. To eliminate intercompany sales of $679 and $4,072 for the 2 months January
1, 1996 through February 29, 1996 in the quarter ended March 31, 1996 and
the year 1995, respectively, as well as to adjust 1995 revenues and cost of
goods sold to change the customer blending operation to a tolling
operation.
d. Includes adjustments to record incremental depreciation and amortization
expense resulting from the preliminary allocation of the purchase price and
certain other adjustments.
e. Includes adjustments to selling, general, and administrative expenses,
including research, development and testing expenses, to reflect the
planned integration of the business and related efficiencies.
f. To eliminate the historical interest expense of the acquired lubricant
additives business and to record the incremental interest expense on
additional revolving credit debt that would have been incurred to finance
the acquisition assuming that the acquisition occurred on January 1, 1995.
Interest on the pro forma debt was computed at the weighted interest rates
of 6.51% and 6.04%, respectively, based on Ethyl's interest rates for the
year ended December 31, 1995 and the three months ended March 31, 1996
under its revolving credit agreement.
g. To reflect the estimated income-tax effect for the pro forma adjustments
described in notes (a) through (f) at an assumed combined state and federal
income tax rate of 38%.
<PAGE>
CONDENSED CONSOLIDATED FINANCIAL DATA
The following table sets forth certain condensed consolidated financial data of
the Company for the years ended December 31, 1995 through 1991. The data are
in summary form and, except for the ratios of earnings to fixed charges, have
been derived from the Company's audited consolidated financial statements. The
condensed 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." 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 condensed consolidated financial data includes the operating results of
Albemarle through the first two months of 1994.
<TABLE>
Condensed Consolidated Results of Operations (1)
(In thousands except per share amounts and ratios)
<CAPTION>
Years Ended December 31,
------------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net sales $960,450 $1,174,086 $1,938,390 $1,692,582 $1,534,571
Cost of goods sold 636,056 776,508 1,386,251 1,199,096 1,044,720
------- --------- --------- --------- ---------
Gross profit 324,394 397,578 552,139 493,486 489,851
Selling, research, development,
testing and general expenses 177,215 227,116 348,384 310,164 286,001
Special charges (2) 4,750 2,720 36,150 9,500 11,185
------- --------- --------- --------- ---------
Operating profit 142,429 167,742 167,605 173,822 192,665
Interest and financing expenses 26,833 25,378 44,085 62,279 59,097
(Gain) on sale of 20% of First
Colony Corporation (3) - - - (93,600) -
(Gain) on sale of subsidiary (4) - - (5,871) - -
Other (income) expense, net (580) 1,218 (4,116) (1,475) (1,652)
------- --------- --------- --------- ---------
Income before income taxes, extraordinary
charge, cumulative effect of accounting
changes, and discontinued insurance
operations 116,176 141,146 133,507 206,618 135,220
Income taxes (5) 42,213 43,391 43,485 99,373 41,168
------- --------- --------- --------- ---------
Income before extraordinary charge,
cumulative effect of accounting changes
and discontinued insurance operations 73,963 97,755 90,022 107,245 94,052
Extraordinary after-tax charge due to
early extinguishment of debt (6) - - (5,000) - -
Cumulative effect of accounting changes
for: (7)
Postretirement health benefits
(net of tax) - - - (34,348) -
Deferred income taxes - - - 19,616 -
------- --------- --------- --------- ---------
Income before discontinued insurance
operations 73,963 97,755 85,022 92,513 94,052
Income from discontinued insurance
operations - - 90,483 162,472 112,616
------- --------- --------- --------- ---------
Net income (8) $ 73,963 $ 97,755 $ 175,505 $ 254,985 $ 206,668
======= ========= ========= ========= =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Earnings per share:
Income before extraordinary charge,
cumulative effect of accounting
changes and discontinued insurance
operations $ 0.62 $ 0.83 $ 0.76 $ 0.90 $ 0.80
Extraordinary after-tax charge due
to early extinguishment of debt - - (0.04) - -
Cumulative effect of accounting
changes - - - (0.12) -
----- ------ ----- ----- -----
Income before discontinued
insurance operations 0.62 0.83 0.72 0.78 0.80
Income from discontinued
insurance operations - - 0.76 1.37 0.95
----- ------ ----- ----- -----
Net income $ 0.62 $ 0.83 $ 1.48 $ 2.15 $ 1.75
===== ====== ===== ===== =====
Financial Position and Other Data
(at end of period)
Working capital $242,742 $248,650 $407,182 $327,840 $318,716
======= ======= ======= ======= =======
Total assets
Excluding discontinued insurance
operations $983,787 $1,030,415 $2,009,198 $1,878,898 $1,570,505
Net assets of discontinued
insurance operations - - - 658,550 909,876
------- --------- --------- --------- ---------
Total assets $983,787 $1,030,415 $2,009,198 $2,537,448 $2,480,381
======= ========= ========= ========= =========
Long-term debt $302,973 $349,766 $686,986 $711,736 $810,849
Common and other shareholders'
equity $410,128 $390,937 $752,581 $1,401,279 $1,219,313
Ratio of earnings to fixed charges (9) 4.45 4.43 3.13 3.60 2.71
</TABLE>
<PAGE>
Notes To Condensed Consolidated Results of Operations
1. The data includes the operating results and accounts of Albemarle
through the spin-off date at the close of business on February 28,
1994. The results and net assets of the Insurance segment spun off
in mid-1993 are reported as discontinued insurance operations.
2. The special charge in 1995 consists of a provision for a legal
settlement (totalling $4,150 after income taxes). 1994 consists of a
$10,720 provision primarily for environmental remediation as well as
other costs, largely offset by the benefit of an $8,000 legal
settlement (totalling $1,690 after income taxes). 1993 includes the
write-down of the Canadian plant and other related costs of $14,200,
costs of work-force reductions in the U.S. and Europe amounting to
$7,635, and $14,315 for downsizing costs of Whitby Research, Inc.,
and relocation of employees and other related costs (totalling
$22,400 after income taxes). 1992 includes charges for the
relocation of the Petroleum Additives Division R&D personnel ($6,000
after income taxes). 1991 includes expenses and write-offs of $6,350
resulting from the discontinuance of certain developmental research
programs as well as expenses of $4,835 covering the relocation of the
Petroleum Additives Division headquarters (totalling $7,000 after
income taxes).
3. Results from the December 1992 sale of approximately 20% of the First
Colony Corporation stock ($30,200 after income taxes).
4. The gain reflects the 1993 sale of The Barclay Group ($6,100 after
income taxes).
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. 1993 also includes a $9,300 deferred
tax benefit, which was realized in 1994, attributable to the excess
of the tax basis over the book basis in the stock of Whitby Research,
Inc. in addition to other favorable tax credits.
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. Results from a change in accounting for post retirement health care
benefits ($54,460 before income taxes) and deferred income taxes
pursuant to Financial Accounting Standards Board Statements No. 106
and 109, respectively.
8. 1994 includes a gain on the sale of Ethyl's pharmaceutical
subsidiary, Whitby, Inc. ($4,200 after income taxes) due to an income
tax credit resulting from a higher tax basis than book basis.
9. For purposes of computing the ratios of earnings to fixed charges,
"earnings" have been determined by adding to income before income
taxes, extraordinary charge, cumulative effect of accounting changes
and discontinued insurance operations, the interest portion of rent
expense, amortization of capitalized interest, and interest and
financing expenses (net 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.
<PAGE>
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
<PAGE>
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
<PAGE>
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)
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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") and 10,000,000 shares
of Cumulative Preferred Stock, par value $10 per share, issuable in series. On
May 31, 1996, there were 118,443,835 shares of Common Stock outstanding. No
shares of Preferred Stock are currently outstanding.
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 (the "Rights Agreement"), between
the Company and Manufacturers Hanover Trust Company (now known as Chemical
Bank), which are filed as Exhibits to the Registration Statement of which this
Prospectus is a part.
Preferred Stock
The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which a
Prospectus Supplement may relate. Specific terms of any series of the
Preferred Stock offered by a Prospectus Supplement will be described in the
Prospectus Supplement relating to such series of the 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 Preferred Stock which will be filed with the Virginia
State Corporation Commission in connection with the offering of such series of
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 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 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 Preferred Stock voting together as a single class without
regard to series. As of the date of this Prospectus, the Company has no
Preferred Stock outstanding. The Company has designated 2,000,000 shares of
Cumulative 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 Preferred Stock.
The 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 Preferred Stock.
Reference is made to the Prospectus Supplement relating to the particular
series of the Preferred Stock offered thereby for specific terms, including:
(i) the title and liquidation preference per share of such Preferred Stock and
the number of shares offered; (ii) the price at which such 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
Preferred Stock; (v) any conversion provisions of such Preferred Stock; and
(vi) any additional dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and restrictions of such
Preferred Stock.
The Preferred Stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the Prospectus Supplement relating to a
particular series of the Preferred Stock, each series of the Preferred Stock
will rank on a parity as to dividends and distributions in the event of a
liquidation with the outstanding shares of Preferred Stock of the Company.
<PAGE>
Dividend Rights. Holders of the 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 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 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 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
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
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 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 Preferred Stock.
Each series of 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 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 Preferred Stock will not be entitled to participate
in the earnings and 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 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 Preferred Stock. The holders of any series of the
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 Preferred Stock. 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 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 Preferred Stock are
not paid in full, the holders of the 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 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.
Redemption. A series of the 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 Preferred Stock which
is subject to mandatory redemption shall specify the number of shares of such
series of 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 Preferred Stock, the Preferred Stock is not subject to any mandatory
redemption at the option of the holder.
<PAGE>
Conversion Rights. The Prospectus Supplement for any series of the
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 Preferred Stock will have no preemptive rights.
Voting Rights. Except as indicated below or in the Prospectus Supplement
relating to a particular series of Preferred Stock, or except as expressly
required by applicable law, a holder of the Preferred Stock will not be
entitled to vote. Except as indicated in the Prospectus Supplement relating
to a particular series of Preferred Stock, in the event the Company issues
full shares of any series of Preferred Stock, each such share will be entitled
to one vote on matters on which holders of such series of the 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
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 Preferred Stock) which
changes any rights or preferences of such series of Preferred Stock.
In addition to the foregoing voting rights, under Virginia law as now in
effect, the holders of the 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 Preferred Stock will send notices to shareholders of
any meetings at which holders of the Preferred Stock have the right to vote on
any matter.
Common Stock
Subject to the rights of holders, if any, of 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 Preferred Stock, Series B purchase right ("Right") for each
outstanding share of Common Stock to the shareholders of record on October 5,
<PAGE>
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 2.522 one-thousandth
of a share (subject to adjustment) of 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
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
<PAGE>
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 counsel to
be selected by the Underwriters.
At July 1, 1996, partners and associates of Hunton & Williams who
participated in the preparation of this Prospectus owned, in the aggregate,
6,912 shares of the Common Stock of the Company.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and 1994 and the
consolidated statements of income, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1995, included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995 and
the historical combined financial statements of the Texaco Additive Group of
Companies for the year ended December 31, 1995, included in the Company's May
13, 1996 filing on Form 8-K/A, both incorporated by reference in this
prospectus, have been incorporated herein in reliance on the reports of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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,
1995 and the Three Month Periods Ended March 31, 1996 and 1995.
23.1 Consent of Coopers & Lybrand L.L.P. (Ethyl Corporation 1995 Form 10-K).
23.2 Consent of Coopers & Lybrand L.L.P. (Texaco Additives Group of Companies
1995 Financial Statements).
23.3 Consent of Hunton & Williams (included in Exhibit 5).**
24 Power of attorney.**
24.1 Power of attorney.
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.
**Previously filed.
<PAGE>
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 8th day of
July, 1996.
Ethyl Corporation,
(Registrant)
By
(Charles B. Walker,
Vice Chairman of the Board,
Chief Financial Officer and
Treasurer)
<PAGE>
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 8th day of July, 1996.
Signature Title
/s/ Bruce C. Gottwald* Chairman of the Board and
(Bruce C. Gottwald) Executive Committee and Director
(Principal Executive Officer)
/s/ Charles B. Walker Vice Chairman of the Board, Chief
(Charles B. Walker) Financial Officer, Treasurer and
Director (Principal Financial
Officer)
/s/ Wayne C. Drinkwater Controller (Principal Accounting
(Wayne C. Drinkwater) Officer)
/s/ William W. Berry* Director
(William W. Berry)
Director
(Phyllis L. Cothran)
/s/ Thomas E. Gottwald* President and Director (Principal
(Thomas E. Gottwald) Operating Officer)
/s/ Gilbert M. Grosvenor* Director
(Gilbert M. Grosvenor)
/s/ Sidney Buford Scott* Director
(Sidney Buford Scott)
*By: /s/ Charles B. Walker
Charles B. Walker
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
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, 1995 and the Three
Month Periods Ended March 31, 1996 and 1995.
23.1 Consent of Coopers & Lybrand L.L.P. (Ethyl
Corporation 1995 Form 10-K).
23.2 Consent of Coopers & Lybrand L.L.P. (Texaco
Additives Group of Companies 1995 Financial
Statements).
24.1 Power of Attorney
<TABLE>
<CAPTION>
Exhibit 12
COMPUTATION OF RATIO OF EARNINGS TO
FIXED CHARGES
(IN 000'S OF DOLLARS EXCEPT FOR RATIOS)
Three Months Ended
March 31, Years Ended December 31,
------------------ ---------------------------------------------------
EARNINGS 1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME BEFORE INCOME TAXES, EXTRAORDINARY
CHARGE, CUMULATIVE EFFECT OF ACCOUNTING
CHANGES AND DISCONTINUED INSURANCE
OPERATIONS $30,507 $33,636 $116,176 $141,146 $133,507 $206,618 $135,220
INTEREST EXPENSE (NET) 5,925 6,264 26,833 25,378 44,085 62,279 59,097
PORTION OF RENTS REPRESENTATIVE OF
INTEREST FACTOR 1,113 1,152 4,511 5,706 9,896 9,021 7,067
AMORTIZATION OF CAPITALIZED INTEREST 457 409 1,878 1,294 3,246 2,807 2,266
------ ------ ------- ------- ------- ------- -------
TOTAL EARNINGS $38,002 $41,461 $149,398 $173,524 $190,734 $280,725 $203,650
====== ====== ======= ======= ======= ======= =======
FIXED CHARGES
INTEREST EXPENSE (BEFORE DEDUCTING
CAPITALIZED INTEREST) $6,062 $7,823 $29,056 $33,438 $50,949 $69,042 $68,061
PORTION OF RENTS REPRESENTATIVE OF
INTEREST FACTOR 1,113 1,152 4,511 5,706 9,896 9,021 7,067
------ ------ ------- ------- ------- ------- -------
TOTAL FIXED CHARGES $7,175 $8,975 $33,567 $39,144 $60,845 $78,063 $75,128
====== ====== ======= ======= ======= ======= =======
RATIO OF EARNINGS TO FIXED CHARGES 5.2964 4.6196 4.4507 4.4330 3.1348 3.5961 2.7107
====== ====== ======= ======= ======= ======= =======
</TABLE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement of
Ethyl Corporation on Form S-3 (File No. 33-57243) of our report dated January
29, 1996, on our audits of the consolidated financial statements of Ethyl
Corporation and Subsidiaries as of December 31, 1995 and 1994, and for the
years ended December 31, 1995, 1994 and 1993, appearing on page 45 of the
Ethyl Corporation 1995 Annual Report, which report is incorporated by
reference in the Annual Report on Form 10-K. We also consent to the reference
to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
June 28, 1996
Exhibit 23.2
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement of
Ethyl Corporation on Form S-3 (File No. 33-57243) of our report dated March
11, 1996, on our audit of the combined financial statements of the Texaco
Additive Group of Companies as of and for the year ended December 31, 1995,
which report is contained in the Ethyl Corporation Form 8-K/A dated February
29, 1996. We also consent to the reference to our firm under the caption
"Experts."
COOPERS & LYBRAND L.L.P.
Houston, Texas
June 28, 1996
Exhibit 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes the 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.
/s/ Wayne C. Drinkwater
Wayne C. Drinkwater
Controller
(Principal Accounting Officer)
