As filed with the Securities and Exchange Commission on October 8, 1997.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
(Final Amendment)
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>
This Final Amendment amends and supplements 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 specified by tendering shareholders 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." The
Issuer Tender Offer Statement is hereby amended to incorporate the information
included in the exhibit referred to below.
A total of 34,999,995 Shares were validly tendered and purchased
pursuant to the Offer at $9.25 per Share.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended to include the following additional exhibit:
(a)(12) Text of Press Release Issued by the Company, dated October 8,
1997.
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<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Final Amendment to Schedule 13E-4 is
true, complete and correct.
October 8, 1997
ETHYL CORPORATION
By: /s/ Steven M. Mayer
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Steven M. Mayer
Vice President
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<PAGE>
Exhibit
Number Description
(a)(12) Text of Press Release Issued by the Company, dated October 8, 1997.
Exhibit (a)(12)
Press Release
[ETHYL LETTERHEAD]
330 South Fourth Street
Post Office Box 2189
Richmond, Virginia 23217
ETHYL CORPORATION
ANNOUNCES FINAL RESULTS
OF SELF-TENDER OFFER
FOR IMMEDIATE RELEASE
Richmond, Va., October 8, 1997-Ethyl Corporation (NYSE:EY) announces
the final 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 final count by Harris Trust and Savings Bank indicates 35,534,821
shares were tendered and not withdrawn at or below $9.25 per share, of which
1,660,301 were conditional tenders. Ethyl has purchased 34,999,995 shares at
$9.25 per share, including conditional tenders that were chosen for purchase by
random lot in accordance with the terms of the offer.
The shares 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 now has approximately
83.4 million shares of common stock outstanding.
Bruce C. Gottwald, chairman and chief executive officer of Ethyl, said,
"We are pleased with the success of the tender offer. Ethyl may in the future
purchase additional shares in the open market, in private transactions, through
tender offers or otherwise. Any possible future purchases will depend on many
factors, including the market price of the shares, Ethyl's business and
financial position, and general economic and market conditions." Under existing
authorization by its board of directors, Ethyl has authority to purchase up to
14,189,488 shares.
Harris Bank issued payment to shareholders whose tenders were accepted.
Shareholders who offered conditional tenders and desire to know whether their
offers were accepted or rejected should contact Harris Bank in New York City at
(212) 701-7621.
...more
<PAGE>
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.
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