<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ethyl Corporation
--------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
--------------------------------------------------------
(Title of Class of Securities)
297659-10-4
--------------------------------------------------------
(CUSIP Number)
Janice V. Sharry, Haynes and Boone, L.L.P
3100 Nations Bank Plaza, Dallas, TX 75202, (214) 651-5562
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 17, 1997
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 11 Pages
--- ---
<PAGE>
CUSIP No. 297659-10-4 13D Page 2 of 11 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
ESL Partners, L.P., a Delaware limited partnership
22-2875193
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds
WC
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned (A) 8,951,582 (B) 0*
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
(A) 8,951,582 (B) 0*
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
(A) 9,310,600** (B) 0***
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
(A) 7.86%** (B) 0.0%***
- -------------------------------------------------------------------------------
(14) Type of Reporting Person
PN
- -------------------------------------------------------------------------------
* Represents holdings of ESL Partners, L.P. after such holdings are disposed
of pursuant to the transaction described in item 5(e) herein.
** Represents holdings of ESL Partners, L.P., ESL Limited and ESL Institutional
Partners, L.P. as described in Item 5(a) herein.
*** Represents holdings of ESL Partners, L.P., ESL Limited and ESL Institutional
Partners, L.P. after such holdings are disposed of pursuant to the
transaction described in Item 5(e) herein.
<PAGE>
CUSIP No. 297659-10-4 13D Page 3 of 11 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
ESL Limited, a Bermuda corporation
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds
WC
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Bermuda
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned (A) 300,056 (B) 0*
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
(A) 300,056 (B) 0*
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
(A) 9,310,600** (B) 0***
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
(A) 7.86%** (B) 0.0%***
- -------------------------------------------------------------------------------
(14) Type of Reporting Person
CO
- -------------------------------------------------------------------------------
* Represents holdings of ESL Limited after such holdings are disposed of
pursuant to the transaction described in item 5(e) herein.
** Represents holdings of ESL Partners, L.P., ESL Limited and ESL Institutional
Partners, L.P. as described in Item 5(a) herein.
*** Represents holdings of ESL Partners, L.P., ESL Limited and ESL Institutional
Partners, L.P. after such holdings are disposed of pursuant to the
transaction described in Item 5(e) herein.
<PAGE>
CUSIP No. 297659-10-4 13D Page 4 of 11 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
ESL Institutional Partners, L.P., a Delaware limited partnership
06-1456821
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds
WC
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned (A) 58,962 (B) 0*
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
(A) 58,962 (B) 0*
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
(A) 9,310,600** (B) 0***
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
(A) 7.86%** (B) 0.0%***
- -------------------------------------------------------------------------------
(14) Type of Reporting Person
PN
- -------------------------------------------------------------------------------
* Represents holdings of ESL Institutional Partners, L.P. after such holdings
are disposed of pursuant to the transaction described in item 5(e) herein.
** Represents holdings of ESL Partners, L.P., ESL Limited and ESL Institutional
Partners, L.P. as described in Item 5(a) herein.
*** Represents holdings of ESL Partners, L.P., ESL Limited and ESL Institutional
Partners, L.P. after such holdings are disposed of pursuant to the
transaction described in Item 5(e) herein.
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, $1.00 par value per share (the
"Common Stock" or "Shares") of Ethyl Corporation, a Virginia corporation (the
"Company"). The address of the principal executive offices of the Company is
330 South Fourth Street, Richmond, Virginia 23219.
Item 2. Identity and Background
This statement is filed on behalf of ESL Partners, L.P., a Delaware limited
partnership ("ESL"), ESL Limited, a Bermuda corporation ("Limited"), and ESL
Institutional Partners, L.P., a Delaware limited partnership ("Institutional").
The general partner of ESL is RBS Partners, L.P. (the "General Partner"). The
general partner of the General Partner of ESL is ESL Investments, Inc., a
Delaware corporation. ESL Investment Management, LLC, a Delaware limited
liability company ("ESLIM"), is the investment manager of Limited. RBS
Investment Management, LLC, a Delaware limited liability company ("RBSIM") is
the general partner of Institutional. Edward S. Lampert, a citizen of the
United States ("Lampert"), is the controlling stockholder of ESL Investments,
Inc. and the managing member of both ESLIM and RBSIM. The executive officers
and directors of ESL Investments, Inc. are as follows: Lampert, President and
director, and E.J. Bird, a citizen of the United States ("Bird"), Vice
President, Treasurer and Secretary. The General Partner, ESL Investments, Inc.,
ESLIM, RBSIM, Lampert and Bird are herein referred to as "Control Persons."
The address of the principal offices of ESL, Institutional, the General Partner,
ESLIM, and RBSIM is One Lafayette Place, Greenwich, Connecticut 06830. The
address of the principal office of Limited is Hemisphere House, 9 Church Street,
Hamilton, Bermuda. The business address of Lampert and Bird is One Lafayette
Place, Greenwich, Connecticut 06830.
ESL, Limited and Institutional may be deemed, by virtue of their common
management, to be acting in concert with respect to the Shares.
The principal business of ESL, Limited and Institutional is purchasing, holding
and selling securities for investment purposes. The principal business of the
General Partner is serving as the general partner of ESL. The principal
business of ESL Investments, Inc. is serving as the general partner of the
General Partner. The principal business of ESLIM is serving as the investment
manager for Limited. The principal business of RBSIM is serving as the
investment manager of Institutional. Lampert's principal business is serving as
the President and director of ESL Investments, Inc. and the managing member of
ESLIM and RBSIM. Bird's principal business is service as Vice President,
Treasurer and Secretary of ESL Investments, Inc.
None of the Partnership, Limited or Institutional nor, to the best of their
knowledge, any Control Person has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations and similar misdemeanors).
None of the Partnership, Limited or Institutional nor, to the best of their
knowledge, any Control Person has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting
5
<PAGE>
or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The $80,498,969 and $2,697,259 used by ESL and Limited, respectively, to
purchase the Company's Common Stock reported in Item 5(a) hereof came from their
respective working capital which may at any given time include funds borrowed in
the ordinary course of its business activities from margin accounts.
The $530,354 used by Institutional to purchase the Company's Common Stock
reported in Item 5(a) hereof came from Institutional's working capital.
Item 4. Purposes of the Transaction.
ESL, Limited and Institutional acquired the Shares in the ordinary course of
business for investment purposes and not for the purposes of participating in or
influencing the management of the Company. On August 27, 1997, the Company
commenced an Offer to Purchase for Cash up to 35,000,000 shares of its Common
Stock at a purchase price not in excess of $9.25 nor less than $7.75 per share
(the "Offer"). On September 25, 1997, ESL, Limited and Institutional tendered,
pursuant to the terms of the Offer, all of the Shares previously acquired by
each. On September 26, 1997, according to a press release issued by the
Company, the Company accepted for payment 35,000,000 shares of the 36,073,994
shares of Common Stock tendered at a purchase price of $9.25 per share,
including all the shares of its Common Stock which were tendered unconditionally
pursuant to the Offer. According to the press release, proration may not be
required and, if no proration is required, the 8,951,582, 300,056 and 58,962
shares owned by ESL, Limited and Institutional, respectively, which were
unconditionally tendered, will be purchased by the Company. Such shares will be
disposed of upon receipt of payment therefore which, according to the terms of
the Offer, should occur by October 2, 1997. According to the press release, 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.
None of ESL, Limited and Institutional nor any Control Person has any present
plans or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ESL, Limited, Institutional and the Control Persons reserve the right to acquire
additional securities of the Company, to dispose of such securities at any time,
or to formulate other purposes, plans or proposals regarding the Company or any
of its securities, to the extent deemed advisable in light of their general
investment policies, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) ESL, Limited and Institutional beneficially own (subject to the
provisions of Item 5(e) below) an aggregate of 8,951,582, 300,056 and
58,962 shares, respectively, of Common Stock of the Company (which is
approximately 7.56%, 0.25% and 0.05%, respectively, of the Shares
outstanding on July 31, 1997
6
<PAGE>
based on information reported in the Company's Schedule 13E-4 filed
with the Securities and Exchange Commission).
Except as set forth herein, none of ESL, Limited, Institutional
nor, to the best of their knowledge, any Control Person beneficially
owns any Shares.
(b) ESL has sole voting power and sole dispositive power with respect
to the shares beneficially owned by ESL. Institutional has sole
voting power and sole dispositive power with respect to the shares
beneficially owned by Institutional. ESLIM has sole voting power and
sole dispositive power with respect to the shares beneficially owned
by Limited.
(c) Schedule A attached hereto lists all transactions in the shares
by ESL, Limited and Institutional during the past 60 days.
(d) None of ESL, Limited, Institutional, nor to their best knowledge,
any Control Person, has or knows any other person who has the right to
receive or the power to direct the receipt of dividends from or the
proceeds from the sale of any shares beneficially owned by ESL,
Limited or Institutional.
(e) As set forth in Item 4 above, on September 26, 1997, the Company
issued a press release stating that, if proration is not required,
the Company will purchase the 8,951,582, 300,056 and 58,962 shares
of the Common Stock of the Company beneficially owned by each of ESL,
Limited and Institutional, respectively, pursuant to the Offer.
Payment for these shares (which should occur by October 2, 1997),
will result in ESL, Limited and Institutional ceasing to be the
beneficial owner of more than five percent of the Common Stock.
Item 6. Contracts, Arrangements Understandings or Relations with Respect to
Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
7.1 Joint Filing Agreement.
7
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: September 29, 1997 ESL PARTNERS, L.P.
By: RBS Partners, L.P., its general partner
By: ESL Investments, Inc., its general partner
By: /s/ Edward S. Lampert
--------------------------------------------
Name: Edward S. Lampert
Title: President
ESL LIMITED
By: ESL Investment Management, LLC,
its investment manager
By: /s/ Edward S. Lampert
-------------------------------------------
Name: Edward S. Lampert
Title: Managing Member
ESL INSTITUTIONAL PARTNERS, L.P.
By: RBS Investment Management, LLC,
its general partner
By: /s/ Edward S. Lampert
-------------------------------------------
Name: Edward S. Lampert
Title: Managing Member
8
<PAGE>
Schedule A
<TABLE>
Shares Purchased by
-------------------------------------------------------
ESL ESL Price
Transaction Partners, ESL Institutional In Per
Date L.P. Limited Partners, L.P. Aggregate Share
- ----------- --------- ------- -------------- ---------- ------
<S> <C> <C> <C> <C> <C>
08/27/97 734,727 20,091 4,182 759,000 $9.018
09/03/97 421,635 14,126 2,939 438,700 9.083
09/04/97 1,330,066 44,562 9,272 1,383,900 9.083
09/05/97 721,786 24,182 5,032 751,000 9.083
09/08/97 900,551 30,171 6,278 937,000 9.034
09/09/97 298,902 10,014 2,084 311,000 9.018
09/10/97 79,290 2,657 553 82,500 9.020
09/11/97 5,767 193 40 6,000 8.833
09/12/97 1,148,338 43,565 8,097 1,200,000 8.796
09/16/97 48,050 1,615 335 50,000 8.770
09/17/97 327,185 10,590 1,225 339,000 8.832
09/18/97 488,782 16,367 3,151 508,300 8.994
09/19/97 1,480,576 49,578 9,546 1,539,700 8.995
09/22/97 595,711 19,948 3,841 619,500 8.958
09/23/97 132,990 4,453 857 138,300 9.014
09/24/97 88,371 2,959 570 91,900 9.020
09/25/97 148,855 4,985 960 154,800 9.083
TOTAL 8,951,582 300,056 58,962 9,310,600
</TABLE>
All of the above shares were purchased in transactions on the
New York Stock Exchange or in the over-the-counter market.
9
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
------- ----------- ----
7.1 Joint Filing Agreement 11
10
<PAGE>
EXHIBIT 7.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them a Statement on Schedule 13D (including
amendments thereto) with regard to the common stock of Ethyl Corporation, and
further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filings. In evidence thereof, the undersigned, being duly
authorized, hereby execute this Agreement as of the 29th day of September,
1997.
ESL PARTNERS, L.P.
By: RBS Partners, L.P., its general partner
By: ESL Investments, Inc., its general partner
By: /s/ Edward S. Lampert
-------------------------------------
Edward S. Lampert
President
ESL LIMITED
By: ESL Investment Management, LLC, its
investment manager
By: /s/ Edward S. Lampert
-------------------------------------
Edward S. Lampert
Managing Member
ESL INSTITUTIONAL PARTNERS, L.P.
By: RBS Investment Management, LLC, its
general partner
By: /s/ Edward S. Lampert
-------------------------------------
Edward S. Lampert
Managing Member
11
