As filed with the Securities and Exchange Commission on September 26, 1997.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
(Amendment No. 1)
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
ETHYL CORPORATION
(Name of Issuer)
ETHYL CORPORATION
(Name of Person(s) Filing Statement)
Common Stock
(Title of Class of Securities)
297659-104
(CUSIP Number of Class of Securities)
E. Whitehead Elmore, Esq.
Secretary and Special Counsel to
the Executive Committee
ETHYL CORPORATION
330 South Fourth Street
Richmond, Virginia 23219
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
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Copies to:
Allen C. Goolsby, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
August 27, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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<PAGE>
The Issuer Tender Offer Statement on Schedule 13E-4, dated as of August
27, 1997 (the "Issuer Tender Offer Statement"), relating to the offer by Ethyl
Corporation (the "Company") to purchase 35,000,000 shares (or such lesser number
of shares as are properly tendered) of its common stock, par value $1.00 per
share (the "Shares"), at prices not in excess of $9.25 nor less than $7.75 net
per Share in cash upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 27, 1997, and in the related Letter of
Transmittal (or similar materials distributed to participants in the Company's
employee savings plan), which together constitute the "Offer," is hereby amended
to incorporate the information included in the exhibit referred to below.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended to include the following additional exhibit:
(a)(11) Text of Press Release Issued by the Company, dated September
26, 1997.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule 13E-4 is
true, complete and correct.
September 26, 1997
ETHYL CORPORATION
By: /s/ Charles B. Walker
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Charles B. Walker
Vice Chairman, Chief Financial
Officer and Treasurer
1
<PAGE>
Exhibit
Number Description
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(a)(11) Text of Press Release Issued by the Company, dated September
26, 1997.
2
Exhibit (a)(11)
Press Release
Ethyl Corporation Announces Preliminary Results of Self-Tender Offer
Richmond, Va., September 26, 1997--Ethyl Corporation (NYSE:EY)
announces the preliminary results of its self-tender offer for up to 35,000,000
shares of its common stock, which expired Thursday, September 25, 1997, at 5:00
p.m. New York City time.
The preliminary count by Harris Trust and Savings Bank indicates
approximately 36,073,994 shares were tendered and not withdrawn at or below
$9.25 per share, of which 1,645,228 were conditional tenders. The company will
purchase 35,000,000 shares at $9.25 per share. Based on a preliminary review of
conditional tenders, proration of shares tendered unconditionally may not be
required. Conditional tenders will be treated in accordance with the terms of
the offer.
The determination of the actual number of shares to be purchased is
subject to final confirmation and the proper delivery of all shares tendered and
not withdrawn, including shares tendered pursuant to the guaranteed delivery
procedure.
The shares expected to be purchased represent approximately 30 percent
of the 118.4 million shares of common stock outstanding immediately prior to the
commencement of the offer. After purchasing the shares, the company will have
approximately 83.4 million shares of common stock outstanding.
Ethyl Corporation develops, manufactures and blends
performance-enhancing and environmentally beneficial fuel and lubricant
additives marketed worldwide to refiners and others who sell petroleum products
for use in transportation and industrial equipment. Ethyl additives increase the
value of gasoline, diesel and heating fuels as well as lubricating oils for
engines, automatic transmissions, gear and hydraulic devices by improving
combustion and fuel economy, lowering emissions, reducing metal wear and
extending the useful life of machinery.
