SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ENERGY BIOSYSTEMS CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of class of securities)
29265L-10-2
(CUSIP NUMBER)
Ethyl Corporation
330 South Fourth Street
Richmond, VA 23219
Attention: M. Rudolph West, Esq.
Telephone No. 804-788-5489
(Name, address and telephone number of person authorized to
receive notices and communications)
Copy to:
Allen C. Goolsby, III, Esq.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
June 11, 1999
(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 [ ].
Check the following box if a fee is
being paid with this statement [ X ].
Page 1 of 6 Pages
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------- ---------------------------------------------
CUSIP NO. 09061E106 13D PAGE 2 OF 6 PAGES
- ------------------------------------------------------- ---------------------------------------------
- ---------- -------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ethyl Corporation
1 54-0118820
- ---------- -------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)[X]
- ---------- -------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------- -------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- ---------- -------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEM 2(d) or 2(e) [ ]
- ---------- -------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Virginia
- ---------- -------------------------------------------------------------------------------------------------------------------------
- -------------------------- ------ --------------------------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY 439,895 shares, including 157,635 shares that Ethyl
Corporation ("Ethyl") may acquire upon conversion
OWNED BY of 160,000 shares of Series B Convertible Preferred
Stock ("Series B") of the Issuer
------ --------------------------------------------------------------------------------------------------
EACH SHARED VOTING POWER
REPORTING 8 - 0 -
------ --------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
439,895 shares, including 157,635 shares that
Ethyl may acquire upon conversion of 160,000 shares of
PERSON WITH Series B of the Issuer
------ --------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 - 0 -
- -------------------------- ------ --------------------------------------------------------------------------------------------------
- ---------- -------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 439,895 shares
- ---------- -------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
12 305,154 shares held by Gryphon Ventures II, Limited Partnership
- ---------- -------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 7.23%
- ---------- -------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
- ---------- -------------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE>
* Amendment No. 3 amends and supplements the Statement on Schedule 13D
filed on November 7, 1994 by Ethyl, as amended by Amendment No. 1, dated March
23, 1995, and Amendment No. 2, dated April 13, 1995, with respect to the shares
of Common Stock (the "Common Stock") of Energy BioSystems Corporation (the
"Issuer") owned by Ethyl. The purpose of this Amendment No. 3 is to report the
purchase by Ethyl in a private placement of an additional 138,900 shares of
Common Stock from the Issuer on June 11, 1999.
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
Common Stock of the Issuer. The principal executive offices of the Issuer are
located at 3608 Research Forest Drive, The Woodlands, Texas 77381.
Item 2. Identity and Background.
This statement is being filed by Ethyl Corporation, a Virginia
corporation. The principal executive offices of Ethyl are located at 330 South
Fourth Street, Richmond, Virginia 23219.
Ethyl is in the petroleum additives business and produces fuel
additives and lubricant additives.
The name, business address, present principal occupation and
citizenship of each executive officer and director of Ethyl are set forth on
Appendix A hereto, which is incorporated herein by reference.
During the last five years, Ethyl has not, nor to the best of its
knowledge, has any of its executive officers or directors been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is or was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
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.
Ethyl acquired 138,900 shares of Common Stock pursuant to a
Subscription Agreement between the Issuer and Ethyl, dated June 11, 1999, for a
purchase price of $1.80 per share or an aggregate consideration of $250,020.
Ethyl acquired 160,000 shares of Series B pursuant to a Purchase
Agreement between the Issuer and various purchasers, including Ethyl, dated as
of October 27, 1994, for a purchase price of $50.00 per share or an aggregate
consideration of $8,000,000. Section 7 of the Certificate of the Power,
Designations, Preferences and Rights of the Series B provides that the Series B
is convertible at the option of the holder at any time after 60 days following
the issuance of such Series B for that number of shares of Common Stock obtained
by dividing (x) the product of (i) the number of shares to be converted and (ii)
$50.00 per share by (y) the Conversion Price. The Conversion Price initially was
Page 3 of 6 Pages
<PAGE>
$7.25, but has been adjusted to $50.75 as a result of a 1 for 7 reverse stock
split that occurred on December 18, 1998. The Conversion Price is subject to
further adjustment upon occurrence of certain events involving the Common Stock,
such as stock dividends and stock splits, stock combinations, capital
reorganizations or reclassifications, rights offerings and certain additional
stock issuances. Based on the current Conversion Price, the shares of Series B
held by Ethyl would be convertible into 157,635 shares of Common Stock. Since
the purchase of the Series B, Ethyl has received a total of 143,360 shares of
Common Stock as dividends on the Series B.
Ethyl used working capital to purchase the Series B and the shares of
Common Stock received pursuant to the Subscription Agreement.
Item 4. Purpose of Transaction.
The Common Stock and Series B were acquired by Ethyl for investment
purposes. Ethyl may convert its shares of Series B or may purchase additional
shares of Series B or shares of Common Stock from time to time, either in the
open market or in privately negotiated transactions. Any decision by Ethyl to
increase its holdings in Common Stock will depend, however, on numerous factors,
including, without limitation, the price of shares of Common Stock, the terms
and conditions related to their purchase and sale, the prospects and
profitability of the Issuer, other business and investment alternatives of Ethyl
and general economic and market conditions. At any time, Ethyl may determine to
dispose of some or all of its holdings of Series B or Common Stock depending on
those and other considerations.
Ethyl has no immediate intention to influence or direct the Issuer's
affairs, modify its corporate structure or interfere with the business decisions
of its management.
Except as set forth above, neither Ethyl nor, to the best of its
knowledge, any executive officer or director of Ethyl, has any plans or
proposals that relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer; (c) a sale or transfer of a
material amount of assets of the Issuer; (d) any change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an interdealer quotation system of a registered
national securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or (j) any action similar to any of
those enumerated above. Ethyl may formulate plans or proposals with respect to
one or more of the foregoing in the future.
Page 4 of 6 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The shares of Common Stock, including the 157,635 shares that Ethyl
may acquire upon conversion of the Series B, represent 7.23% of the outstanding
shares of Common Stock.
(b) Ethyl has and, with respect to the shares of Common Stock issuable
upon conversion of the Series B, if and when such shares are converted, will
acquire sole voting and dispositive power with respect to 439,895 shares of
Common Stock.
(c) Except as described in Item 3, Ethyl has effected no transactions
in the Common Stock in the last 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Ethyl Ventures, Inc. ("Ethyl Ventures"), a Virginia corporation and
wholly-owned subsidiary of Ethyl, is the sole limited partner of Gryphon
Ventures II, Limited Partnership, which, as reported on a Schedule 13G, dated
February 16, 1999, has beneficial ownership of 305,154 shares of Common Stock.
Neither Ethyl Ventures nor Ethyl has any voting or dispositive power with
respect to such shares. Except as described herein, neither Ethyl nor, to the
best of its knowledge, any of the executive officers or directors of Ethyl, is
party to any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Issuer,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Page 5 of 6 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
ETHYL CORPORATION
Date: July 1, 1999 By: /s/ M. Rudolph West
-------------------
Name: M. Rudolph West
Title: Secretary
Page 6 of 6 Pages
<PAGE>
<TABLE>
<S> <C>
APPENDIX A
EXECUTIVE OFFICERS AND DIRECTORS OF ETHYL
-----------------------------------------
Principal Occupation
Name Title or Employment
---- ----- --------------------
Bruce C. Gottwald Chairman of the Board, Chairman of Chairman of the Board, Chairman of the
the Executive Committee, Chief Executive Committee and Chief Executive
Executive Officer and Director Officer of Ethyl
Thomas E. Gottwald President, Chief Operating Officer President and Chief Operating Officer of
and Director, Member of the Executive Ethyl
Committee
J. Robert Mooney Senior Vice President and Chief Senior Vice President and Chief Financial
Financial Officer Officer of Ethyl
Alexander McLean Senior Vice President - Petroleum Senior Vice President of Ethyl
Additives
Newton A. Perry Senior Vice President - Antiknocks Senior Vice President of Ethyl
Daniel J. Bradley Vice President - Petroleum Additives Vice President of Ethyl
- Americas
Wayne C. Drinkwater Controller - Principal Accounting Controller of Ethyl
Officer
David A. Fiorenza Vice President and Treasurer Vice President and Treasurer of Ethyl
Russell L. Gottwald, Jr. Vice President - Product Supply Vice President of Ethyl
C.S. Warren Huang Vice President - Managing Director, Vice President of Ethyl
Asia Pacific
Ronald E. Kollman Vice President - Research and Vice President of Ethyl
Development
Donald R. Lynam Vice President - Air Conservation Vice President of Ethyl
Steven M. Mayer Vice President - General Counsel Vice President of Ethyl
Henry C. Page, Jr. Vice President - Human Resources & Vice President of Ethyl
External Affairs
Ann M. Pettigrew Vice President - Health, Safety & Vice President of Ethyl
Environment
Roger H. Venable Vice President - Antiknocks Vice President of Ethyl
M. Rudolph West Secretary Secretary of Ethyl
</TABLE>
<PAGE>
<TABLE>
<S> <C>
William W. Berry Director Chairman of the Board of New England
Independent System Operator and Retired
Chairman of the Board of Dominion
Resources, Inc. and Virginia Power Company
Richmond, Virginia 23219
Gilbert M. Grosvenor Director President and Chairman of the National
Geographic Society
17th and M Streets, N.W.
Washington, D.C. 20036
Sidney Buford Scott Director Chairman of the Board of Scott &
Stringfellow, Inc.
115 Mutual Building
P.O. Box 1575
909 East Main Street
Richmond, Virginia 23213
Phyllis L. Cothran Director Retired President of Trigon Healthcare,
Inc. and President and Chief Operating
Officer of Blue Cross and Blue Shield of
Virginia
Charles B. Walker Director Vice Chairman of the Board and Chief
Financial Officer of Albemarle Corporation
330 South Fourth Street
Richmond, Virginia 23219
</TABLE>
The respective business addresses of Messrs. Bruce C. Gottwald, Thomas
E. Gottwald, J. Robert Mooney, Alexander McLean, Newton A. Perry, Daniel J.
Bradley, Wayne C. Drinkwater, David A. Fiorenza, Russell L. Gottwald, Jr., C.S.
Warren Huang, Ronald E. Kollman, Donald R. Lynam, Steven M. Mayer, Henry C.
Page, Jr., Ann M. Pettigrew, Roger H. Venable and M. Rudolph West is 330 South
Fourth Street, Richmond, Virginia 23219. The respective business addresses of
the remaining directors of Ethyl are set forth under "Principal Occupation or
Employment," above. All executive officers and directors of Ethyl are United
States citizens.
