SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
-----------
(Mark One):
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
|X| SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year Ended December 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
|_| SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______ to ______
Commission file number: 33-63525
A. Full title of the plan and the address of the plan,
if different from that of the issuer named
below:
SAVINGS PLAN FOR THE EMPLOYEES
OF ETHYL CORPORATION
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive
office:
Ethyl Corporation
P. O. Box 2189
Richmond, Virginia 23218
<PAGE>
REQUIRED INFORMATION
See Appendix 1.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAVINGS PLAN FOR THE EMPLOYEES OF
ETHYL CORPORATION
BY: /s/ J. Robert Mooney
--------------------------------
J. Robert Mooney
Chairman of the Savings Plan Committee
Dated: July 1, 1999
-2-
<PAGE>
EXHIBIT INDEX
23.1 Consent of Independent Auditors
<PAGE>
Appendix 1
<PAGE>
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL
CORPORATION
ANNUAL REPORT
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<PAGE>
<TABLE>
<CAPTION>
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
INDEX OF FINANCIAL STATEMENTS AND SCHEDULES
PAGES
<S> <C>
Report of Independent Accountants
Financial Statements:
Statement of Assets Available for Benefits with Fund Information at December 31, 1998
Statement of Assets Available for Benefits with Fund Information at December 31, 1997
Statement of Changes in Assets Available for Benefits with Fund Information for the Year
Ended December 31, 1998
Notes to Financial Statements
Supplemental Schedules:
Assets Held for Investment Purposes, December 31, 1998
Nonexempt Party-in-Interest Transactions for the Year Ended December 31, 1998 *
Obligations in Default for the Year Ended December 31, 1998 *
Leases in Default for the Year Ended December 31, 1998 *
Reportable Transactions for the Year Ended December 31, 1998
*Trustee reported no such transactions, obligations or leases in default.
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the Savings
Plan for the Employees of Ethyl Corporation:
In our opinion, the accompanying statements of assets available for benefits and
the related statement of changes in assets available for benefits present
fairly, in all material respects, the assets available for benefits of the
Savings Plan for the Employees of Ethyl Corporation (the "Plan") at December 31,
1998 and 1997, and the changes in assets available for benefits for the year
ended December 31, 1998, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of assets available for benefits and the statement of changes in
assets available for benefits is presented for purposes of additional analysis
rather than to present the assets available for plan benefits and changes in
assets available for benefits of each fund. These supplemental schedules and
fund information are the responsibility of the Plan's management. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Richmond, Virginia
June 18, 1999
<PAGE>
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1998
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------
Mutual Funds
---------------------------------------------------------------------------------
Pimco Merrill Merrill Franklin Davis
Total Lynch Lynch Small Cap Ivy New York
Return Capital Growth Growth International Venture
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash
Investments:
Mutual Funds:
Pimco Total Return Fund (cost $2,036,285) $1,997,645
Merrill Lynch Capital Fund (cost $5,565,128) $5,457,298
Merrill Lynch Growth Fund (cost $1,578,529) $1,298,667
Franklin Small Cap Fund (cost $4,468,792) $ 4,290,455
Ivy International Fund (cost $1,455,140) $ 1,478,952
Davis New York Venture Fund (cost
$2,259,655) $2,448,375
Commingled Trusts:
Merrill Lynch Equity Index Trust (cost
$23,786,940)
Merrill Lynch Retirement Preservation Trust
(cost $11,328,033)
Common stocks:
Ethyl Corporation (cost $30,096,499):
Participant directed
Non-participant directed
Albemarle Corporation (cost $5,357,605)
Tredegar Industries, Inc. (cost $925,778)
Loans to participants
----------- ------------ ------------- -------------- -------------- ------------
Total investments 1,997,645 5,457,298 1,298,667 4,290,455 1,478,952 2,448,375
Receivables:
Interest and dividends
----------- ------------ ------------- -------------- -------------- ----------
Assets available for benefits $1,997,645 $5,457,298 $1,298,667 $4,290,455 $1,478,952 $2,448,375
========== ============ ============= ============== ============== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------
Commingled Trusts Common Stock Loans
--------------------------- ----------------------------------------------------
Merrill Merrill Lynch Ethyl Albemarle Tredegar
Lynch Retirement Corporation Corporation Industries, Inc.
Equity Index Preservation Common Common Common Loans to
Trust Trust Stock Fund Stock Fund Stock Fund Participants
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 16,652
Investments:
Mutual Funds:
Pimco Total Return Fund (cost $2,036,285)
Merrill Lynch Capital Fund(cost $5,565,128)
Merrill Lynch Growth Fund (cost $1,578,529)
Franklin Small Cap Fund (cost $4,468,792)
Ivy International Fund (cost $1,455,140)
Davis New York Venture Fund (cost
$2,259,655)
Commingled Trusts:
Merrill Lynch Equity Index Trust (cost
$23,786,940) $30,782,833
Merrill Lynch Retirement Preservation Trust
(cost $11,328,033) 11,330,330
Common stocks:
Ethyl Corporation (cost $30,096,499):
Participant directed $ 11,414,540
Non-participant directed
Albemarle Corporation (cost $5,357,605) $ 15,647,640
Tredegar Industries, Inc. (cost $925,778) $ 7,975,088
Loans to participants $899,003
------------- ------------- ------------------- ---------------- --------------
Total investments 30,782,833 11,330,330 11,414,540 15,647,640 7,975,088 899,003
Receivables:
Interest and dividends 128,689 66,165 14,194
--------------- ------------- ------------ ------------ ---------- -----------
Assets available for benefits $30,782,833 $11,346,982 $11,543,229 $15,713,805 $7,989,282 $899,003
=============== ============= ============ =========== ========== ============
</TABLE>
<TABLE>
<CAPTION>
Non-Participant
Directed
----------------
Common Stock
----------------
Ethyl
Corporation
Common
Stock Fund Total
<S> <C>
Assets: $ 16,652
Cash
Investments:
Mutual Funds:
Pimco Total Return Fund (cost $2,036,285) 1,997,645
Merrill Lynch Capital Fund (cost $5,565,128) 5,457,298
Merrill Lynch Growth Fund (cost $1,578,529) 1,298,667
Franklin Small Cap Fund (cost $4,468,792) 4,290,455
Ivy International Fund (cost $1,455,140) 1,478,952
Davis New York Venture Fund (cost
$2,259,655) 2,448,375
Commingled Trusts:
Merrill Lynch Equity Index Trust (cost
$23,786,940) 30,782,833
Merrill Lynch Retirement Preservation Trust
(cost $11,328,033) 11,330,330
Common stocks:
Ethyl Corporation (cost $30,096,499):
Participant directed 11,414,540
Non-participant directed $ 9,775,539 9,775,539
Albemarle Corporation (cost $5,357,605) 15,647,640
Tredegar Industries, Inc. (cost $925,778) 7,975,088
Loans to participants 899,003
-------------- -------------
Total investments 9,775,539 104,796,365
Receivables:
Interest and dividends 106,706 315,754
-------------- -------------
Assets available for benefits $9,882,245 $105,128,771
============== =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------
Mutual Funds
------------------------------------------------------------------------
Pimco Merrill Merrill Franklin Davis
Total Lynch Lynch Small Cap Ivy New York
Return Capital Growth Growth International Venture
Fund Fund Fund Fund Fund Fund
<S> <C>
Assets:
Cash
Investments:
Mutual Funds:
Pimco Total Return Fund (cost $1,517,808) $1,502,694
Merrill Lynch Capital Fund (cost $5,549,458) $5,442,793
Merrill Lynch Growth Fund (cost $396,654) $406,845
Franklin Small Cap Fund (cost $250,381) $ 257,818
Ivy International Fund (cost $77,807) $78,121
Davis New York Venture Fund (cost
$465,317) $473,107
Commingled Trusts:
Merrill Lynch Equity Index Trust (cost
$26,046,370)
Merrill Lynch Retirement Preservation Trust
(cost $20,430,188)
Common stocks:
Ethyl Corporation (cost $28,699,714):
Participant directed
Non-participant directed
Albemarle Corporation (cost $6,440,725)
Tredegar Industries, Inc. (cost $437,052)
Loans to participants
----------- ------------ ---------- ----------- ----------- ------------
Total investments 1,502,694 5,442,793 406,845 257,818 78,121 473,107
Receivables:
Interest and dividends
----------- ------------ ---------- ----------- ----------- ------------
Assets available for benefits $1,502,694 $5,442,793 $406,845 $257,818 $78,121 $473,107
=========== ============ ========== =========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------
Commingled Trusts Common Stock
------------------------------ --------------------------------------------
Merrill Merrill Lynch Ethyl Albemarle Tredegar
Lynch Retirement Corporation Corporation Industries, Inc.
Equity Index Preservation Common Common Common
Trust Trust Stock Fund Stock Fund Stock Fund
<S> <C>
Assets:
Cash $ 15,893
Investments:
Mutual Funds:
Pimco Total Return Fund (cost $1,517,808)
Merrill Lynch Capital Fund(cost $5,549,458)
Merrill Lynch Growth Fund (cost $396,654)
Franklin Small Cap Fund (cost $250,381)
Ivy International Fund (cost $77,807)
Davis New York Venture Fund (cost
$465,317)
Commingled Trusts:
Merrill Lynch Equity Index Trust (cost
$26,046,370) $26,976,114
Merrill Lynch Retirement Preservation Trust
(cost $20,430,188) 20,430,188
Common stocks:
Ethyl Corporation (cost $28,699,714):
Participant directed $14,557,538
Non-participant directed
Albemarle Corporation (cost $6,440,725) $19,961,469
Tredegar Industries, Inc. (cost $437,052) $ 8,923,964
Loans to participants
------------- --------------- ------------- ------------- ---------------
Total investments 26,976,114 20,430,188 14,557,538 19,961,469 8,923,964
Receivables:
Interest and dividends 261 118,885 75,548 12,174
------------- --------------- ------------- ------------- ---------------
Assets available for benefits $26,976,114 $20,446,342 $14,676,423 $20,037,017 $8,936,138
============= =============== ============= ============= ===============
</TABLE>
<TABLE>
<CAPTION>
Participant Non-Participant
Directed Directed
----------- ---------------
Loans Common Stock
----------- ----------------
Ethyl
Corporation
Loans to Common
Participants Stock Fund Total
<S> <C>
Assets:
Cash $15,893
Investments:
Mutual Funds:
Pimco Total Return Fund (cost $1,517,808) 1,502,694
Merrill Lynch Capital Fund (cost $5,549,458) 5,442,793
Merrill Lynch Growth Fund (cost $396,654) 406,845
Franklin Small Cap Fund (cost $250,381) 257,818
Ivy International Fund (cost $77,807) 78,121
Davis New York Venture Fund (cost $465,317) 473,107
Commingled Trusts:
Merrill Lynch Equity Index Trust
(cost $26,046,370) 26,976,114
Merrill Lynch Retirement Preservation Trust
(cost $20,430,188) 20,430,188
Common stocks:
Ethyl Corporation (cost $28,699,714):
Participant directed 14,557,538
Non-participant directed $10,810,984 10,810,984
Albemarle Corporation (cost $6,440,725) 19,961,469
Tredegar Industries, Inc. (cost $437,052) 8,923,964
Loans to participants $91,776 91,776
----------- --------------- -------------
Total investments 91,776 10,810,984 109,913,411
Receivables:
Interest and dividends 86,473 293,341
----------- --------------- -------------
Assets available for benefits $91,776 $10,897,457 $110,222,645
=========== =============== =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1998
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------
Pimco Merrill Merrill Franklin
Total Lynch Lynch Small Cap Ivy
Return Capital Growth Growth International
Fund Fund Fund Fund Fund
<S> <C>
Additions:
Investment income:
Dividends $183,783 $326,302 $23,717 $58,925 $24,271
Interest:
Funds
Loans to participants 542 3,544 2,238 2,580 1,131
Net appreciation (depreciation) in fair
value of investments (12,573) 38,786 (341,461) (211,318) 22,109
----------- ------------- ------------- ------------- -------------
171,752 368,632 (315,506) (149,813) 47,511
Contributions:
Employee contributions 210,754 849,596 322,429 215,238 67,444
Employer contributions
----------- ------------- ------------- ------------- -------------
210,754 849,596 322,429 215,238 67,444
----------- ------------- ------------- ------------- -------------
Total additions 382,506 1,218,228 6,923 65,425 114,955
Deductions:
Benefit payments (281,588) (951,656) (4,144) (179,064) (116,160)
----------- ------------ ------------- ------------- -------------
Total deductions (281,588) (951,656) (4,144) (179,064) (116,160)
Interfund transfers (net) 394,033 (252,067) 889,043 4,146,276 1,402,036
----------- ------------ ------------- ------------- -------------
Total deductions and transfers 112,445 (1,203,723) 884,899 3,967,212 1,285,876
----------- ------------ ------------- ------------- -------------
Net increase (decrease) for the year 494,951 14,505 891,822 4,032,637 1,400,831
Assets available for benefits, December 31, 1997 1,502,694 5,442,793 406,845 257,818 78,121
----------- ------------ ------------- ------------- -------------
Assets available for benefits,
December 31, 1998 $1,997,645 $5,457,298 $1,298,667 $4,290,455 $1,478,952
=========== ============ ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------
Davis Merrill Merrill Lynch Ethyl
New York Lynch Retirement Corporation
Venture Equity Index Preservation Common
Fund Trust Trust Stock Fund
<S> <C>
Additions:
Investment income:
Dividends $54,764 $856,810 $474,571
Interest:
Funds 15,813
Loans to participants 1,149 17,864 4,563 9,590
Net appreciation (depreciation) in fair
value of investments 190,038 6,966,885 2,297 (3,455,940)
----------- ---------- ------------- --------------
245,951 6,984,749 879,48 (2,971,779)
Contributions:
Employee contributions 259,365 2,463,498 540,356 987,709
Employer contributions
----------- ----------- ------------- --------------
259,365 2,463,498 540,356 987,709
----------- ----------- ------------- --------------
Total additions 505,316 9,448,247 1,419,839 (1,984,070)
Deductions:
Benefit payments (228,747) (3,551,017) (6,704,540) (595,609)
---------- ----------- ----------- --------------
Total deductions (228,747) (3,551,017) (6,704,540) (595,609)
Interfund transfers (net) 1,698,699 (2,090,511) (3,814,659) (553,515)
---------- ----------- ----------- --------------
Total deductions and transfers 1,469,952 (5,641,528) (10,519,199) (1,149,124)
---------- ----------- ----------- --------------
Net increase (decrease) for the year 1,975,268 3,806,719 (9,099,360) (3,133,194)
Assets available for benefits, December 31, 1997 473,107 26,976,114 20,446,342 14,676,423
---------- ----------- ----------- --------------
Assets available for benefits,
December 31, 1998 $2,448,375 $30,782,833 $11,346,982 $11,543,229
========== =========== =========== ==============
</TABLE>
<TABLE>
<CAPTION>
Non-Participant
Participant Directed Directed
------------------------------------------------------------------------------
Albemarle Tredegar Ethyl
Corporation Industries, Inc. Corporation
Common Common Loans to Common
Stock Fund Stock Fund Participants Stock Fund
<S> <C>
Additions:
Investment income:
Dividends $268,619 $54,032 $389,119
Interest:
Funds
Loans to participants 56 364
Net appreciation (depreciation) in fair
value of investments (1,021,756) (445,053) (2,833,324)
------------ ----------- ---------------- ------------
(753,081) (390,657) 0 (2,444,205)
Contributions:
Employee contributions 38,607 32,552
Employer contributions 2,406,851
------------ ----------- ---------------- -------------
38,607 32,552 0 2,406,851
------------ ----------- ---------------- -------------
Total additions (714,474) (358,105) 0 (37,354)
Deductions:
Benefit payments (1,451,114) (272,984) (10,755) (813,932)
------------ ----------- ---------------- -------------
Total deductions (1,451,114) (272,984) (10,755) (813,932)
Interfund transfers (net) (2,157,624) (315,767) 817,982 (163,926)
------------ ----------- ---------------- -------------
Total deductions and transfers (3,608,738) (588,751) 807,227 (977,858)
------------ ----------- ---------------- -------------
Net increase (decrease) for the year (4,323,212) (946,856) 807,227 (1,015,212)
Assets available for benefits, December 31, 1997 20,037,017 8,936,138 91,776 10,897,457
------------ ----------- ---------------- -------------
Assets available for benefits,
December 31, 1998 $15,713,805 $7,989,282 $899,003 $9,882,245
============ =========== ================ =============
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------
Total
<S> <C>
Additions:
Investment income:
Dividends $2,714,913
Interest:
Funds 15,813
Loans to participants 43,621
Net appreciation (depreciation) in fair
value of investments (1,101,310)
---------------
1,673,037
Contributions:
Employee contributions 5,987,548
Employer contributions 2,406,851
---------------
8,394,399
---------------
Total additions 10,067,436
Deductions:
Benefit payments (15,161,310)
-------------
Total deductions (15,161,310)
Interfund transfers (net) 0
-------------
Total deductions and transfers (15,161,310)
-------------
Net increase (decrease) for the year (5,093,874)
Assets available for benefits, December 31, 1997 110,222,645
-------------
Assets available for benefits,
December 31, 1998 $105,128,771
=============
</TABLE>
The accompanying notes are an integral part of the Financial Statements.
<PAGE>
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
GENERAL:
The accompanying financial statements of the Savings Plan for the Employees
of Ethyl Corporation (the "Plan") have been prepared in conformity with
generally accepted accounting principles.
ACCOUNTING ESTIMATES:
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan's management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
RISKS AND UNCERTAINTIES:
The Plan provides for various mutual fund investment options in stocks,
bonds and fixed income securities as well as direct common stock
investments. Investments are exposed to various risks, such as interest
rate, market and credit risk. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term would materially affect
participants' account balances and the amounts reported in the statements of
assets available for benefits and the statement of changes in assets
available for benefits.
SECURITY VALUATION:
<TABLE>
<CAPTION>
Investments are stated at fair value determined as follows:
<S> <C>
Merrill Lynch Retirement
Preservation Trust - Investments in Guaranteed Investment Contracts ("GIC's")
Mutual funds and Merrill Lynch - quoted market value
Equity Index Trust
Common stocks - last published sales price on the New York Stock Exchange
Loans to participants - balances due which approximate fair value
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME:
Security transactions are accounted for on a trade-date basis and dividend
income is recorded on the ex-dividend date. Interest income is recorded on
the accrual basis. The Plan presents in the statement of changes in assets
available for benefits the "net appreciation (depreciation) in the fair
value of investments" which consists of realized gains or losses and
changes in the unrealized appreciation (depreciation) on those
investments. Investment income is allocated to participant accounts in
proportion to the participant's account balance.
2. DESCRIPTION OF PLAN:
The Plan is a defined contribution plan. It is subject to the provisions
of the Employee Retirement Income Security Act of 1974. Information
regarding plan benefits, priority of distributions upon termination of the
Plan, and vesting is provided in the plan agreement which is available at
the main office of the plan administrator at 330 South Fourth Street,
Richmond, Virginia.
3. INVESTMENT FUNDS:
Effective November 3, 1997, Merrill Lynch Trust Company of America was
appointed investment manager and trustee and Merrill Lynch, Pierce, Fenner
& Smith, Inc. was appointed recordkeeper (collectively "Merrill Lynch" and
"ML"). The Plan currently consists of 11 active options as follows:
o ETHYL CORPORATION COMMON STOCK FUND - Invested in common stock of Ethyl
Corporation;
o ALBEMARLE CORPORATION COMMON STOCK FUND - Invested in common stock of
Albemarle Corporation;
o TREDEGAR INDUSTRIES, INC. COMMON STOCK FUND - Invested in common stock
of Tredegar Industries, Inc.;
o MERRILL LYNCH RETIREMENT PRESERVATION TRUST - A collective trust
maintained by Merrill Lynch Trust Company of America and invested
primarily in a broadly diversified portfolio of GIC's and BIC's,
synthetic GIC's and separate accounts, in obligations of the U.S.
government and U.S. government agency securities, and in high-quality
money market securities;
o MERRILL LYNCH EQUITY INDEX TRUST - A collective trust maintained by
Merrill Lynch Trust Company of America, indexed to the S&P 500 Index and
invested in a portfolio of equity securities designed to substantially
match the S&P 500 Index;
o MERRILL LYNCH CAPITAL FUND - Funds are invested in units of a registered
investment company that is invested in domestic and/or foreign equity,
debt and convertible securities;
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENT FUNDS, CONTINUED:
o MERRILL LYNCH GROWTH FUND - Funds are invested in units of a registered
investment company that is invested in equity securities considered
undervalued compared to market averages or the investee company's
historic values;
o PIMCO TOTAL RETURN FUND - Funds are invested in units of a registered
investment company that is invested in a diversified portfolio of fixed
income securities of varying maturities, including some high-yield and
foreign fixed income securities;
o DAVIS NEW YORK VENTURE FUNDS - Funds are invested in units of a
registered investment company that is invested primarily in common
stocks or convertible securities of companies with a market
capitalization of at least $250 million. Cash or fixed-income securities
may also be included in the portfolio;
o FRANKLIN SMALL CAP GROWTH FUND - Funds are invested in a long-term
capital growth fund registered investment company that is invested in
equity securities of companies with market capitalizations of less than
$1 billion at initial investment; and
o IVY INTERNATIONAL FUND - Funds are invested in units of a registered
investment company that is invested primarily in equity securities
traded in European, Pacific Basin and Latin American markets.
Participants currently in the Plan may select a program for investment in
any of the 11 funds, or in any combination thereof. Contributions made by
Ethyl Corporation (the "Company" or "Ethyl") are invested in the
non-participant directed portion of the Ethyl Corporation Common Stock
Fund, which contains both participant and non-participant directed
balances. Transfers may be made between the funds. In addition,
participants have a one time election to transfer the Company's
contributions to the Ethyl Corporation Common Stock Fund into other funds
during the course of their employment. Any shares tendered in connection
with Ethyl's offer to purchase shares of its common stock dated August 27,
1997 are not considered as the use of the one time election.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENT FUNDS, CONTINUED:
At December 31, 1998 and 1997, there were 985 and 1,005 active employees,
respectively, participating in the Plan. As of December 31, 1998 and 1997,
approximately 1,068 and 1,045 employees were eligible to participate in the
Plan. Participation in each fund was as follows:
<TABLE>
<CAPTION>
NUMBER OF PARTICIPANTS*
DECEMBER 31,
-------------------------------
1998 1997
<S> <C>
Ethyl Corporation Common Stock 1,154 1,241
Tredegar Industries, Inc. Common Stock 321 329
Albemarle Corporation Common Stock 805 951
Loans to Participants 110 17
ML Retirement Preservation Trust 790 960
ML Equity Index Trust 756 786
ML Capital Fund 405 407
ML Growth Fund 132 32
PIMCO Total Return Fund 271 271
Davis New York Venture Fund 167 27
Franklin Small Cap Growth Fund 164 34
Ivy International Fund 73 11
</TABLE>
*Includes former employees
4. CONTRIBUTIONS:
Participants in the Plan may make pre-tax and/or after-tax contributions
from 1% to 15% of their base pay, as defined in the plan document. Any
combination of pre-tax and after-tax contributions are subject to the 15%
limit. Ethyl makes a matching contribution to the Plan equal to 50% of
participant contributions up to 10%. Participant contributions are 100%
vested at all times while contributions made by Ethyl are 60% vested after
three years of service, 80% vested after four years of service and 100%
vested after five years of service.
5. DISTRIBUTIONS:
Benefits are recorded when paid. Employees become fully vested in matching
and discretionary accounts after completing five years of service. An
employee is considered to be partially vested if he or she has completed
three to five years of service. Employees may decide whether benefits will
be received directly in the form of a lump sum or rolled over to an
individual retirement account or to another qualified plan.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. PARTICIPANT LOANS:
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their vested account
balance. Loan transactions are treated as a transfer to (from) the
investment fund from (to) the Loan fund. Loans are made over a period not to
exceed five years. The loans are collateralized by the balance in the
participant's account and bear a reasonable rate of interest determined by
the Plan administrator based on a rate of return commensurate with the
prevailing interest rate charged on similar commercial loans by persons in
the business of lending money.
7. PLAN TERMINATION:
Although it has not expressed any intent to do so, Ethyl has the right
under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Employee Retirement
Income Security Act of 1974. In the event of Plan termination, participants
will become 100% vested in their account balances and the assets of the
Plan shall be allocated to participants in proportion to their account
balances as of the effective date of termination.
8. FEDERAL INCOME TAXES:
The U.S. Treasury Department advised the plan administrator on July 7, 1995
that the Plan, as amended and restated effective March 1, 1994, constitutes
a qualified trust under Section 401 of the Internal Revenue Code and
therefore is exempt from federal income taxes. The Plan has been amended
since March 1, 1994 and was restated effective January 1, 1998. Currently
the U.S. Treasury Department has not reviewed the restated plan. However,
the plan administrator and the Plan's tax counsel believe the Plan is
designed and currently is being operated in compliance with the applicable
provisions of the Internal Revenue Code. Therefore, they believe that the
Plan was qualified and the related trust was tax-exempt as of the financial
statement date. Until such time as participants withdraw all or part of
their accumulated account balance, their invested funds are not subject to
federal income taxes for contributions made on their behalf by Ethyl or for
investment income and gains received on such investments.
9. STOCK PRICES:
Closing stock prices per share at December 31 were as follows (as adjusted
for stock splits):
1998 1997
Ethyl Corporation Common Stock $ 5.625 $ 7.687
Tredegar Industries, Inc. Common Stock 22.500 21.960
Albemarle Corporation Common Stock 23.750 23.875
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
10. ADMINISTRATION EXPENSES:
Expenses for administering the Plan are borne entirely by Ethyl and no
charge is made to the Plan with respect thereto.
11. FORFEITURES:
Employees who leave Ethyl before becoming fully vested in Ethyl
contributions forfeit the value of their nonvested account. Forfeitures
during a Plan year serve to reduce required Company contributions and are
reflected in the statement of changes in assets available for benefits with
fund information of the year in which the forfeitures are applied to Ethyl's
contribution. For the year ended December 31, 1998, $194,232 of forfeitures
became available and were used as a reduction of required Company
contributions for the 1998 Plan year.
12. PLAN AMENDMENTS:
Effective September 1, 1997, the Plan was amended to provide for the pass
through of ownership rights to participants in the Albemarle Corporation
Common Stock Fund and the Tredegar Industries, Inc. Common Stock Fund.
The Plan was amended and restated effective January 1, 1998, to include all
amendments that have been adopted since the Plan's most recent restatement;
to effect changes enacted by the Uniformed Services Employment and
Reemployment Rights Act of 1994, the Small Business Job Protection Act of
1996, and the Taxpayer Relief Act of 1997; to reflect the appointment of a
new Trustee and recordkeeper effective November 1, 1997, and specify the
available investment options following this change; to permit rollover
contributions into the Plan without Company approval; and certain other
changes designed to ease administration.
Effective September 1, 1998, the Plan was amended to allow non-highly
compensated members as defined by the Plan document to make a pre-tax or
after-tax election percentage ranging from a minimum of one percent (1%) to
a maximum of 15 percent (15%) to be contributed to the Plan.
<PAGE>
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998
<TABLE>
<CAPTION>
EIN: 54-011882 PN:002
(a) (b) Identity of issuer, (c) Description of investment, including
borrower, lessor or maturity date, rate of interest, collateral, (d) Cost of (e) Current
similar party par or maturity value each item value*
<S> <C>
** Ethyl Corporation Common stock $1.00 par value (3,767,125 shares) $30,096,499 $ 21,190,079
Tredegar Industries, Inc. Common stock, no par value (354,448 shares) 925,778 7,975,088
Albemarle Corporation Common stock, $.01 par value (658,848 shares) 5,357,605 15,647,640
Loans to participants bearing interest at 8.5% - 899,003
** Merrill Lynch Retirement Preservation Trust (11,330,330 units) 11,328,033 11,330,330
** Merrill Lynch Equity Index Trust (366,803 units) 23,786,940 30,782,833
PIMCO Total Return Fund (189,530 units) 2,036,285 1,997,645
** Merrill Lynch Capital Fund (158,596 units) 5,565,128 5,457,298
** Merrill Lynch Growth Fund (60,375 units) 1,578,529 1,298,667
Franklin Small Cap Growth Fund (190,095 units) 4,468,792 4,290,455
Ivy International Fund (35,897 units) 1,455,140 1,478,952
Davis New York Venture Fund (97,896 units) 2,259,655 2,448,375
----------------- ------------------
Total plan investments $88,858,384 $ 104,796,365
================= ==================
</TABLE>
*See Note 1 of notes to financial statements.
**Denotes a party in interest to the Plan
<PAGE>
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
Item 27 (d) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
<TABLE>
<CAPTION>
a. b. c. d. e. f. g.
Identity of Party Description of Asset (Include Purchase Selling Lease Expense Cost of Asset
Involved interest rate and maturity Price Price Rental Incurred
in case of a loan) With Trans
action(1)
<S> <C>
PURCHASES
*Ethyl Corporation Common stock(2) $ 3,285,176 $ 3,285,176
*Merrill Lynch Equity Index Trust (3) 4,960,372 4,960,372
*Merrill Lynch Retirement Preservation Trust(4) 7,102,903 7,102,903
*Merrill Lynch Pending Settlement Fund(5) 5,343,239 5,343,239
SALES
*Ethyl Corporation Common stock(6) 2,861,941 3,256,129
*Merrill Lynch Equity Index Fund(7) 8,120,538 7,219,801
*Merrill Lynch Retirement Preservation Trust(8) 16,205,059 16,205,059
*Merrill Lynch Pending Settlement Fund(9) 5,344,875 5,344,875
* Denotes a party-in-interest to the Plan
</TABLE>
<TABLE>
<CAPTION>
a. b. h. i.
Identity of Party Description of Asset (Include Current Value Net Gain or
Involved interest rate and maturity of Asset on (Loss)
in case of a loan) Transaction
<S> <C>
Date
PURCHASES
*Ethyl Corporation Common stock(2) $ 3,285,176
*Merrill Lynch Equity Index Trust (3) 4,960,372
*Merrill Lynch Retirement Preservation Trust(4) 7,102,903
*Merrill Lynch Pending Settlement Fund(5) 5,343,239
SALES
*Ethyl Corporation Common stock(6) 2,861,941 (394,188)
*Merrill Lynch Equity Index Fund(7) 8,120,538 900,737
*Merrill Lynch Retirement Preservation Trust(8) 16,205,059
*Merrill Lynch Pending Settlement Fund(9) 5,344,875
* Denotes a party-in-interest to the Plan
(1)Ordinary brokerage charges on purchases or sales (5)186 purchase transactions
transactions are included in the purchase price (6)408 sales transactions
or shown as a reduction of sales price (7)374 sales transactions
(2)288 purchase transactions (8)413 sales transactions
(3)339 purchase transactions (9)190 sales transactions
(4)534 purchase transactions
</TABLE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 33-63525) of Ethyl Corporation of our report
dated June 18, 1999 relating to the financial statements, which appears in this
Form 11-K.
PRICEWATERHOUSECOOPERS LLP
Richmond, Virginia
June 29, 1999
