<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ETHYL CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
ETHYL CORPORATION
330 SOUTH FOURTH STREET
P.O. BOX 2189
RICHMOND, VIRGINIA 23218
[LOGO OF ETHYL]
Annual Meeting of Shareholders
April , 2000
To the Shareholders:
Enclosed is our annual report describing Ethyl's operations during the past
year. You are encouraged to read this report, which summarizes major corporate
developments during the year.
You are cordially invited to attend the annual meeting of shareholders to
be held in the restored gun foundry building of the Tredegar Iron Works, 500
Tredegar Street, in Richmond, Virginia, on Thursday, May 25, 2000, at 11:00
A.M., Eastern Daylight Time. A formal notice of the meeting, together with a
proxy statement and proxy form, is enclosed with this letter. The notice
points out that you will be asked to elect a Board of Directors, approve an
amendment to Ethyl's Restated Articles of Incorporation authorizing a 1-for-7
reverse stock split of Ethyl's common stock and approve the designation of
auditors for the coming year.
Please read the notice and proxy statement carefully, complete the proxy
form and mail it promptly.
Sincerely yours,
Bruce C. Gottwald
Chairman of the Board
Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of the holders of shares of
Common Stock, $1.00 par value ("Ethyl Common Stock"), of Ethyl Corporation
(the "Corporation") will be held in the restored gun foundry building of the
Tredegar Iron Works, 500 Tredegar Street, Richmond, Virginia, on Thursday, May
25, 2000, at 11:00 A.M., Eastern Daylight Time, for the following purposes:
1. To elect a Board of Directors to serve for the ensuing year;
2. To approve an amendment to the Corporation's Restated Articles of
Incorporation authorizing a 1-for-7 reverse stock split of the Ethyl
Common Stock;
3. To approve a related amendment to the Corporation's Restated Articles of
Incorporation authorizing a reduction in the authorized Ethyl Common
Stock from 400,000,000 shares to 55,000,000 shares;
4. To approve the designation by PricewaterhouseCoopers LLP as auditors for
the fiscal year ending December 31, 2000; and
5. To transact such other business as may properly come before the meeting.
Holders of shares of Ethyl Common Stock of record at the close of business
on March 24, 2000, will be entitled to vote at the meeting.
You are requested to fill in, sign, date and return the enclosed proxy
promptly, regardless of whether you expect to attend the meeting. A postage-
paid return envelope is enclosed for your convenience.
If you are present at the meeting, you may vote in person even if you
already have sent in your proxy.
By Order of the Board of Directors
M. RUDOLPH WEST, Secretary
April , 2000
<PAGE>
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
ETHYL CORPORATION
To be held May 25, 2000
Approximate date of mailing--April , 2000
Proxies in the form enclosed are solicited by the Board of Directors for the
Annual Meeting of Shareholders to be held on Thursday, May 25, 2000. Any
person giving a proxy may revoke it at any time before it is voted by
delivering another proxy, or written notice of revocation, to the Secretary of
the Corporation. A proxy, if executed and not revoked, will be voted, and, if
it contains any specific instructions, will be voted in accordance with such
instructions.
On March 24, 2000, the date for determining shareholders entitled to vote at
the meeting, there were outstanding 83,465,460 shares of Ethyl Common Stock.
Each share of Ethyl Common Stock is entitled to one vote. The holders of a
majority of the shares of Ethyl Common Stock issued and outstanding as of the
close of business on March 24, 2000 will constitute a quorum at the meeting.
The election of each nominee for director requires the affirmative vote of
the holders of a plurality of the shares of Ethyl Common Stock voted in the
election of directors. Votes that are withheld and shares held in street name
that are not voted in the election of directors will not be included in
determining the number of votes cast.
Assuming a quorum is present at the meeting, the proposals to approve the
amendments to the Corporation's Restated Articles of Incorporation authorizing
a reverse stock split of the Ethyl Common Stock and reducing the authorized
Ethyl Common Stock will be approved if they receive the affirmative vote of
the holders of at least a majority of the shares of Ethyl Common Stock
entitled to vote. Abstentions and shares held in street name that are not
voted on these proposals will have the same effect as a vote against the
proposals. Unless otherwise specified in the accompanying form of proxy, it is
intended that votes will be cast for the election of all of the nominees as
directors and for the approval of each of the amendments to the Corporation's
Restated Articles of Incorporation.
The cost of the solicitation of proxies will be borne by the Corporation. In
addition to the use of the mails, proxies may be solicited personally or by
telephone by regular employees of the Corporation. Corporate Investor
Communications, Inc. has been engaged to assist in the solicitation of
proxies. The Corporation will pay that firm $7,000 for its services and
reimburse its out-of-pocket expenses.
The Corporation's street address is 330 South Fourth Street, Richmond,
Virginia 23219.
ELECTION OF DIRECTORS
PROPOSAL NO. 1
Proxies will be voted for the election as directors for the ensuing year of
the persons named below (or if for any reason unavailable, of such substitutes
as the Board of Directors may designate). Each of the nominees presently is
serving as a director. The Board has no reason to believe that any of the
nominees will be unavailable.
1
<PAGE>
William W. Berry; age 67; director since 1983; Principal, William W. Berry
(consulting); Chairman of the Board of New England Independent System
Operator (regional manager of electric bulk power generation and
transmission systems) since June 1997, having served as an independent
consultant from 1992-1997. Other directorship: Universal Corporation.
Phyllis L. Cothran; age 53; director since 1995; retired, having served as
President of Trigon Healthcare, Inc. and President and Chief Operating
Officer of Blue Cross and Blue Shield of Virginia (health insurance
company) from June 1995 to March 1997. Other directorship: Tredegar
Corporation.
Bruce C. Gottwald; age 66; director since 1962; Chairman of the Board,
Chairman of the Executive Committee and Chief Executive Officer of the
Corporation since March 1, 1994. Other directorship: CSX Corporation.
Thomas E. Gottwald; age 39; director since 1994; President and Chief Operating
Officer of the Corporation since March 1, 1994.
Gilbert M. Grosvenor; age 68; director since 1985; Chairman of the Board of
Trustees of the National Geographic Society (magazine publisher and
scientific society), having served as Chief Executive Officer of the
National Geographic Society from 1980-1996. Other directorships: Saul
Centers, Inc., Marriott International, Inc. and Chevy Chase Bank, F.S.B.
Sidney Buford Scott; age 67; director since 1959; Chairman of the Board of
Scott & Stringfellow, Inc. (investment bankers and brokers).
Charles B. Walker; age 61; director since 1989; Vice Chairman of the Board and
Chief Financial Officer of Albemarle Corporation (specialty chemicals
company) since 1994; Former Vice Chairman of the Board from March 1, 1994
until January 31, 1998, and Chief Financial Officer and Treasurer of the
Corporation from March 1, 1994 until October 1, 1997, having served as
Treasurer of the Corporation since July 1, 1993. Other directorships:
Albemarle Corporation and Nations Fund Trust/Nations Fund, Inc.
In 1999, each director attended at least 75% of the aggregate of (i) the
total number of meetings of all committees of the Board on which the director
then served and (ii) the total number of meetings of the Board of Directors.
Five meetings of the Corporation's Board of Directors were held during 1999.
The Corporation's executive committee currently consists of Messrs. Bruce C.
Gottwald, Berry, Scott and Thomas E. Gottwald. During 1999, the executive
committee did not meet.
Ms. Cothran and Messrs. Berry, Grosvenor and Scott currently serve on the
Corporation's audit committee. During 1999, the audit committee met on five
occasions. The audit committee reviews the Corporation's internal audit and
financial reporting functions and the scope and results of the audit performed
by the Corporation's independent accountants and matters relating thereto and
reports thereon to the Board of Directors. The audit committee also reviews
audit fees and recommends to the Board of Directors the engagement of the
independent accountants of the Corporation.
The Corporation's nominating committee currently consists of Messrs.
Grosvenor, Berry and Bruce C. Gottwald. The nominating committee did not meet
during 1999. The nominating committee recommends candidates for election as
directors and in some cases the election of officers. The Corporation's bylaws
provide that a shareholder of the Corporation entitled to vote for the
election of directors may nominate persons for election to the Board by
mailing written notice to the Secretary of the Corporation not later than (i)
with respect to an election to be held at an annual meeting of shareholders,
60 days prior to such meeting, and (ii) with respect to an election to be held
at a special meeting of shareholders for the election of directors, the close
of business
2
<PAGE>
on the seventh day following the date on which notice of such meeting is first
given to shareholders. Such shareholder's notice shall include (i) the name
and address of the shareholder and of each person to be nominated, (ii) a
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate each person specified, (iii) a
description of all understandings between the shareholder and each nominee and
any other person (naming such person) pursuant to which the nomination is to
be made by the shareholder, (iv) such other information regarding each nominee
as would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had the nominee been
nominated by the Board of Directors and (v) the consent of each nominee to
serve as a director of the Corporation if so elected.
Messrs. Berry, Grosvenor and Scott and Ms. Cothran currently serve as the
Corporation's Bonus, Salary and Stock Option Committee. During 1999, the
Bonus, Salary and Stock Option Committee met on six occasions. This committee
approves the salaries of management-level employees. It also approves all
bonus awards, certain consultant agreements and initial salaries of new
management-level personnel and grants options under the Corporation's
Incentive Stock Option Plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Thomas E. Gottwald, President and director of the Corporation, is a son of
Bruce C. Gottwald. The members of the family of Bruce C. Gottwald may be
deemed to be control persons of the Corporation.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on its review of the forms required by Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that have
been received by the Corporation, the Corporation believes that there has been
compliance with all filing requirements applicable to its officers, directors
and beneficial owners of greater than 10% of Ethyl Common Stock.
STOCK OWNERSHIP
The following table lists any person (including any "group" as that term is
used in Section 13(d)(3) of the Exchange Act) who, to the knowledge of the
Corporation, was the beneficial owner as of December 31, 1999, of more than 5%
of the outstanding voting shares of the Corporation.
<TABLE>
<CAPTION>
Name and Address of Number of Percent of
Title of Class Beneficial Owners Shares Class
- - -------------- ------------------- --------- ----------
<S> <C> <C> <C>
Common Stock Floyd D. Gottwald, Jr., and 21,128,815(b)(c) 25.29%
Bruce C. Gottwald (a)
330 South Fourth Street
P.O. Box 2189
Richmond, Virginia 23219
</TABLE>
- - --------
(a) Floyd D. Gottwald, Jr. and Bruce C. Gottwald may be deemed to be a "group"
for purposes of Section 13(d)(3) of the Exchange Act, although there is no
agreement between them with respect to the acquisition, retention,
disposition or voting of Ethyl Common Stock.
3
<PAGE>
(b) As of December 31, 1999, Floyd D. Gottwald, Jr. and Bruce C. Gottwald had
sole voting and investment power over all of the shares disclosed except
11,421,561 shares held by wives, adult sons and in certain trust
relationships as to which they disclaim beneficial ownership. This amount
includes an aggregate of 4,297,927 shares of Ethyl Common Stock
beneficially owned by the adult sons of Floyd D. Gottwald, Jr. and an
aggregate of 4,783,038 shares of Ethyl Common Stock beneficially owned by
the adult sons of Bruce C. Gottwald. Floyd D. Gottwald, Jr., Bruce C.
Gottwald and their adult sons have no agreement with respect to the
acquisition, retention, disposition or voting of Ethyl Common Stock.
(c) This amount includes any shares owned of record by the Trustees under
various employee savings plans for the benefit of Bruce C. Gottwald and
Thomas E. Gottwald. This amount does not include shares held by the
Trustees of such plans for the benefit of other employees. Shares held
under the Corporation's savings plan are voted by the Trustee in
accordance with instructions solicited from employees participating in the
plan. If a participating employee does not give the Trustee voting
instructions, his shares generally are voted by the Trustee in accordance
with the Board's recommendations to the shareholders. Because members of
the family of Bruce C. Gottwald are executive officers and directors of
the Corporation and are the largest shareholders of the Corporation, they
may be deemed to be control persons of the Corporation and to have the
capacity to control any such recommendation of the Board of Directors.
The following table sets forth as of January 31, 2000, the beneficial
ownership of Ethyl Common Stock by all directors of the Corporation, the Chief
Executive Officer and the four next most highly compensated executive officers
and all directors and officers of the Corporation as a group. Unless otherwise
indicated, each person listed below has sole voting and investment power over
all shares beneficially owned by him or her.
<TABLE>
<CAPTION>
Name of Beneficial Owner Number of Shares Number of Shares Total
or Number with Sole Voting with Shared Voting Number Percent
of Persons in Group and Investment Power/1/ and Investment Power of Shares of Class/2/
------------------------ ----------------------- -------------------- --------- -----------
<S> <C> <C> <C> <C>
William W. Berry 3,459 2,146/3/ 5,605
Phyllis L. Cothran 3,997 0 3,997
Bruce C. Gottwald 4,963,651 620,985/4/ 5,584,636 6.69%
Thomas E. Gottwald 574,077 3,213,181/5/ 3,787,258 4.53%
Gilbert M. Grosvenor 3,345 0 3,345
Alexander McLean 20,256 0 20,256
J. Robert Mooney 41,234 0 41,234
Newton A. Perry 51,217 0 51,217
Sidney Buford Scott 64,304 19,000/6/ 83,304
Charles B. Walker 186,803 0 186,803
Directors and officers as a
group (23 persons) 6,328,358 3,867,596 10,195,954 12.16%
</TABLE>
- - --------
/1/The amounts in this column include shares of Ethyl Common Stock with
respect to which certain persons had the right to acquire beneficial
ownership within 60 days of January 31, 2000, pursuant to the Corporation's
Incentive Stock Option Plan: Thomas E. Gottwald: 80,000 shares; Alexander
McLean: 10,000 shares; Newton A. Perry: 36,683 shares; Charles B. Walker:
127,851 shares; and directors and officers as a group: 409,193 shares.
/2/Except as indicated, each person or group owns less than 1% of Ethyl
Common Stock.
/3/Mr. Berry disclaims beneficial ownership of all 2,146 of such shares.
/4/Mr. Bruce C. Gottwald disclaims beneficial ownership of all 620,985 of
such shares.
/5/Mr. Thomas E. Gottwald disclaims beneficial ownership of all 3,213,181 of
such shares. This amount includes 3,186,101 shares of Ethyl Common Stock
that Mr. Gottwald may be deemed to own beneficially. Such shares constitute
Mr. Gottwald's interest as beneficiary of a trust of which he is a co-
trustee.
/6/Mr. Scott disclaims beneficial ownership of all 19,000 of such shares.
4
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table presents information relating to total compensation of
the Chief Executive Officer and the four next most highly compensated
executive officers of the Corporation for the fiscal years ended December 31,
1999, 1998 and 1997.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------------------- ----------------------
Name and Principal Other Annual Restricted Options/ All Other
Position Year Salary Bonus Compensation Stock Awards SARs Compensation
------------------ ---- -------- ------- ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bruce C. Gottwald 1999 $770,000 $ -- $ -- $ -- -- $38,500/1/
Chairman of the Board and 1998 770,000 -- -- -- -- 38,500
Chief Executive Officer 1997 770,000 75,000 -- -- -- 38,500
Thomas E. Gottwald 1999 $396,000 $ -- $ -- $ -- -- $19,800/2/
President and 1998 396,000 100,000 -- -- -- 19,800
Chief Operating Officer 1997 383,500 75,000 -- -- -- 19,175
J. Robert Mooney 1999 $277,750 $ -- $140,000/4/ $ -- -- $13,888/7/
Senior Vice President and 1998 275,000 -- 140,000 -- -- 13,750
Chief Financial Officer 1997 68,750/3/ -- 150,000 121,613/5/ 200,000/6/ 3,438
Newton A. Perry 1999 $252,500 $75,000 $ -- $ -- -- $12,625/8/
Senior Vice President 1998 250,000 150,000 -- -- -- 12,500
Antiknocks 1997 245,116 40,000 -- -- -- 12,256
Alexander McLean 1999 $239,675 $75,000 $ -- $ -- -- $11,984/11/
Senior Vice President 1998 237,300 50,000 -- -- -- 9,835
Petroleum Additives 1997 234,900/9/ 50,000 230,332/10/ -- -- 4,203/12/
</TABLE>
- - --------
/1/Includes contributions to the Corporation's savings plan ($8,000, $8,000
and $8,000) and accruals in the Corporation's excess benefit plan ($30,500,
$30,500 and $30,500) for 1999, 1998 and 1997, respectively.
/2/Includes contributions to the Corporation's savings plan ($8,000, $8,000
and $8,000) and accruals in the Corporation's excess benefit plan ($11,800,
$11,800 and $11,175) for 1999, 1998 and 1997, respectively.
/3/Mr. Mooney joined the Company as Senior Vice President and Chief Financial
Officer on October 1, 1997.
/4/Includes a minimum annual supplement ($125,000 and $125,000) for 1999 and
1998, respectively, and an initial compensation adjustment ($150,000) for
1997 received pursuant to Mr. Mooney's employment agreement with the
Corporation.
/5/Mr. Mooney was granted 21,260 shares of restricted stock upon joining the
Company on October 1, 1997. Such shares had an aggregate value of $74,410
as of December 31, 1999. Such shares become non-forfeitable in 25%
increments on each anniversary of the date of the grant. Dividends are paid
on the shares of restricted stock.
/6/Mr. Mooney was granted these options pursuant to his employment agreement
with the Corporation.
/7/Includes contributions to the Corporation's savings plan ($8,000, $8,000
and $3,438) for 1999, 1998 and 1997, respectively, and accruals in the
Corporation's excess benefit plan ($5,888 and $5,750) for 1999 and 1998,
respectively.
/8/Includes contributions to the Corporation's savings plan ($8,000, $8,000
and $8,000) for 1999, 1998 and 1997, respectively, and accruals in the
Corporation's excess benefit plan ($4,625, $4,500 and $3,429) for 1999,
1998 and 1997, respectively.
/9/Until May 1, 1997, Mr. McLean was compensated in pounds sterling. Amounts
listed prior to that date are based on the exchange rate in effect at the
time each payment was made.
5
<PAGE>
/10/Includes payments for expatriate expenses and allowances of $47,651 and
tax subsidies of $182,681 for 1997.
/11/Includes contributions to the Corporation's savings plan ($8,000 and
$8,000) for 1999 and 1998, respectively, and accruals in the Corporation's
excess benefit plan ($3,984 and $1,835) for 1999 and 1998, respectively.
/12/Includes accruals in the Ethyl Petroleum Additives Limited excess share
scheme for 1997. The amounts listed here in U.S. dollars are based on the
exchange rate in effect at the time of each accrual.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no option or stock appreciation right ("SAR") grants to the Chief
Executive Officer and the four next most highly compensated executive officers
of the Corporation during the last fiscal year.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUE
The following table presents information concerning option and SAR exercises
by the Chief Executive Officer and the four next most highly compensated
executive officers of the Corporation.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SAR's at In-The-Money Options/
FY-End (#) SARs at FY-End ($)/1/
Shares Acquired Value -------------------------- -------------------------
Name On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- - ---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bruce C. Gottwald 0 $ 0 0 0 $ 0 $ 0
Thomas E. Gottwald 0 0 80,000/2/ 320,000/2/ 0 0
Newton A. Perry 0 0 36,683/2/ 80,000/2/ 0 0
Alexander McLean 0 0 10,000/2/ 115,000/2/ 0 0
J. Robert Mooney 0 0 0 200,000/3/ 0 0
</TABLE>
- - --------
/1/These values are based on $3.50, the closing price of Ethyl Common Stock
on the New York Stock Exchange on December 31, 1999.
/2/Each of these options relates to Ethyl Common Stock and includes a tandem
SAR.
/3/Each of these options relates to Ethyl Common Stock and does not include a
tandem SAR.
6
<PAGE>
RETIREMENT BENEFITS
The following table illustrates under the Corporation's pension plan for
salaried employees the estimated benefits upon retirement at age 65,
determined as of December 31, 1999, to persons with specified earnings and
years of pension benefit service. To the extent benefits payable at retirement
exceed amounts that may be payable under applicable provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), they will be paid under the
Corporation's excess benefit or supplemental retirement plans, as applicable.
This table includes the amounts that would be payable under such plans.
Pension Plan Table*
<TABLE>
<CAPTION>
Years of Pension Benefit Service and Estimated Annual Benefits
--------------------------------------------------------------------
Final Average
Earnings 10 15 20 25 30 35 40 45
- - ------------- ------- ------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$300,000 $43,680 $65,515 $87,355 $109,195 $131,035 $152,870 $174,710 $196,550
$350,000 51,180 76,765 102,355 127,945 153,535 179,120 204,710 230,300
$400,000 56,680 88,015 117,355 146,695 176,035 205,370 234,710 264,050
$450,000 66,180 99,265 132,355 165,445 198,535 231,620 264,710 297,800
$500,000 73,680 110,515 147,355 184,195 221,035 257,870 294,710 331,550
$550,000 81,180 121,765 162,355 202,945 243,535 284,120 324,710 365,300
$600,000 88,680 133,015 177,355 221,695 266,035 310,370 354,710 399,050
$650,000 96,180 144,265 192,355 240,445 288,535 336,620 384,710 432,800
$700,000 103,680 155,515 207,355 259,159 311,035 362,870 414,710 466,550
$750,000 111,180 166,765 222,355 277,945 333,535 389,120 444,710 500,300
$800,000 118,680 178,015 237,355 296,695 356,035 415,370 474,710 534,050
$850,000 126,180 189,265 252,355 315,445 378,535 441,620 504,710 567,800
$900,000 133,680 200,515 267,355 334,195 401,035 467,870 534,710 601,550
$950,000 141,180 211,765 282,355 352,945 423,535 494,120 564,710 635,300
$1,000,000 148,680 223,015 297,355 371,695 446,035 520,370 594,710 669,050
</TABLE>
- - --------
*Assumes attainment of age 65 in 1999 and Social Security Covered
Compensation of $33,060.
The benefit formula under the pension plans is based on the participant's
final-average earnings, which are defined as the average of the highest three
consecutive calendar years' earnings (base pay plus 50% of incentive bonuses
paid in any fiscal year) during the 10 consecutive calendar years immediately
preceding the date of determination. The years of pension benefit service for
each of the executive officers named in the above compensation table as of
December 31, 1999, are: Bruce C. Gottwald, 44; Thomas E. Gottwald, 8; J.
Robert Mooney, 2; Newton A. Perry, 31; and Alexander McLean, 11. Benefits
under the pension plans are computed on the basis of a life annuity with 60
months guaranteed payments. The benefits listed in the above compensation
table are not subject to deduction for Social Security or other offset
payments.
Mr. McLean also participated in the Ethyl Petroleum Additives Limited
Pension Plan. The formula under that plan is equal to 1.6667% times
pensionable salary times years of service. Mr. McLean has 7.833 years of
service under the plan. This accrued benefit as of April 30, 1997, is $50,870
per year, payable at age 65. This amount is based on the exchange rate at
December 31, 1999. The amount payable under the plan is offset from the amount
payable under the pension plan described above.
7
<PAGE>
EXCESS BENEFIT PLANS
The Corporation maintains excess benefit plans (the "Excess Plans") in the
form of nonqualified pension plans that provide eligible individuals the
difference between the benefits they actually accrue under the qualified
employee pension and savings plans of the Corporation and the benefits they
would have accrued under such plans but for the maximum benefit and annual
addition limitations and the limitation on compensation that may be recognized
thereunder under the Code. All benefits under the Excess Plans vest upon a
Change in Control of the Corporation, as defined in the Plans. Participants in
the Excess Plans receive their benefits in the form elected under the
qualified employee pension plans of the Corporation or under certain
circumstances in a lump sum payment.
Mr. Walker, who retired as an officer and employee of the Corporation on
January 31, 1998, will receive a series of payments that are equivalent to the
present value of his accrued benefits under the Excess Plans plus any earnings
on the funds designed for such payments. This arrangement is in lieu of any
benefits under the Excess Plans.
COMPENSATION OF DIRECTORS
Each non-employee director is paid (i) $1,000 for attendance at each Board
meeting and (ii) $600 for attendance at each meeting of a committee of the
Board of which he or she is a member. In addition, each such director is paid
a quarterly fee of $5,000. Employee members of the Board of Directors are not
paid separately for their service on the Board or its committees.
Any director retiring from the Board after age 60 with at least five years'
service on the Board will receive $12,000 per year for life, payable in
quarterly installments. The service requirement for this benefit may be waived
under certain circumstances. Any director retiring under other circumstances
will receive $12,000 per year, payable in quarterly installments, commencing
no earlier than age 60, for a period not to exceed his years of service on the
Board. The payment period limitation on this benefit may be waived in certain
circumstances. Such retirement payments to former directors may be
discontinued under certain circumstances.
On each July 1, each non-employee director is awarded that number of whole
shares of Ethyl Common Stock when multiplied by the closing price of Ethyl
Common Stock on the immediately preceding business day, as reported in The
Wall Street Journal, as shall as nearly as possible equal but not exceed
$2,000. The shares of Ethyl Common Stock awarded under the Directors' Stock
Plan are nonforfeitable and the recipient directors immediately and fully vest
in Ethyl Common Stock issued under the Plan. Subject only to such limitations
on transfer as may be specified by applicable securities laws, directors may
sell their shares under the Directors' Stock Plan at any time. The Directors'
Stock Plan provides that no awards may be made after July 1, 2001.
Non-employee Directors may defer, in ten percent increments, all or part of
their retainer fee and meeting fees into either a deferred cash account or a
deferred stock account, or a percentage of the fees into each of the accounts,
both of which are unfunded and maintained for recordkeeping purposes only.
Distributions under the Deferred Compensation Plan, paid in a single sum or in
up to ten annual installments, cannot begin within two years of the beginning
of the deferral year. The maximum aggregate number of shares of Ethyl Common
Stock that may be issued under the Deferred Compensation Plan is 100,000
shares.
8
<PAGE>
BONUS, SALARY AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Bonus, Salary and Stock Option Committee of the Board of Directors (the
"Committee"), which performs the function of a compensation committee,
consists of Messrs. Berry (Chairman), Grosvenor and Scott and Ms. Cothran. The
Committee is delegated the power to administer the compensation program of the
Corporation applicable to its executive officers, including the Chief
Executive Officer. Accordingly, the Committee submits this report on executive
compensation to the shareholders.
Overall Objectives
The objectives of the Corporation's executive compensation program are to:
. Provide balanced, competitive total compensation that will enable the
Corporation to attract, motivate and retain highly qualified executives.
. Provide incentives for enhancing the profitability of the Corporation by
rewarding executives for meeting individual and corporate goals.
. Align the financial interests of the executives closely to those of the
shareholders by encouraging executive ownership of Ethyl Common Stock.
Elements of the Program
The Committee believes the interests of the shareholders will be best served
if the compensation program consists of cash compensation and equity
ownership, with a significant portion of compensation depending upon
performance. The program includes: base salary, annual bonuses in cash or cash
and stock, and stock options with performance vesting and SARs. The Committee
considers all elements of the program when setting appropriate compensation.
The Corporation seeks to maintain its executive compensation packages around
the mid-range of those offered generally in the job markets in which the
Corporation competes for talent and experience. The Corporation's stock option
program is administered likewise to achieve the goal of providing incentive to
the Corporation's executives to achieve long-term performance.
The Committee has met or is scheduled to meet with each of the five officers
included in the compensation table on page 5 to review 1999 performance
against goals and objectives that had been set for the year.
Competitive Market
The Corporation uses various compensation surveys provided by compensation
consultants in determining the market for executive pay. The surveys include
companies that are larger and smaller than the Corporation. Some of the
surveys are limited to companies in the petroleum or chemical businesses,
including, but not limited to, companies included in the Chemical Composite.
Others include companies in other industries. References to the "market" in
this Report refer to the survey data.
Base Salaries
Increases in base salaries are based on evaluations of past and current
Corporation operating profits and individual contribution to the Corporation's
success, market data for comparable positions and salary levels of the
Corporation's peer group companies and alignment of salary and organization
within the Corporation. The Committee considers each of the individual factors
but does not assign a specific value to each factor, and a subjective element
is acknowledged in evaluating each executive's contribution. Salary survey
data from the Corporation's peer group companies indicated the Corporation's
executive level compensation to be well within the ranges of compensation
offered by peer group companies.
9
<PAGE>
Annual Bonuses
The annual bonus program is designed to motivate and reward performance
measured against individual, division, department and corporate objectives. A
bonus reserve is established to achieve the Corporation's compensation
targets. The maximum contribution to the bonus reserve is 4% of the amount by
which operating profits of the Corporation and its subsidiaries, determined by
PricewaterhouseCoopers LLP, exceed $15,000,000. The auditors certified that
the maximum contribution for 1999 under the formula was $4,044,920, but the
Committee, as has been the practice in prior years, did not appropriate the
entire amount. Of this amount, a total of $2,105,500 was awarded in 2000 as
1999 bonuses.
Annual bonus awards are determined by the Committee in conjunction with
senior management, and are based on evaluation of the performance, level of
responsibility and leadership of the individual executive in relation to
overall corporate results. The Committee believes that management continues to
take the proper steps to strategically position the Corporation for the future
in a highly competitive industry that, for the past two years, has experienced
pricing pressures, slow volume growth, excess production capacity and
consolidation. Management's major accomplishments for the year included
attaining a price increase in petroleum additive products, lowering
manufacturing costs again this year, growing the petroleum additives business
in targeted markets and optimizing the tetraethyl lead (TEL) business through
the marketing agreement with The Associated Octel Company Limited.
Stock Options
Under the Incentive Stock Option Plan approved by the shareholders, the
Committee, in its discretion, may grant options to purchase shares of Ethyl
Common Stock (with or without related SARs) to any executive of the
Corporation or any subsidiary who has contributed or can be expected to
contribute to the Corporation's profits and growth. The Committee determines
the amount of the grant, the term of the options and the requisite conditions
for exercise. The Committee did not elect to grant any options under the
Incentive Stock Option Plan during 1999.
CEO Compensation
In keeping with the objective of improving long-term performance and
shareholder value, the Chief Executive Officer as a major shareholder strongly
advocates pay for performance. Consequently, greater emphasis is being placed
on compensation at risk. For the fourth year in a row the CEO asked not to be
considered for a salary increase and the Committee concurred with his
recommendation. Compensation survey data places the CEO's total compensation
for 1999 at approximately the size-adjusted median of companies surveyed by
the Corporation's compensation consultants.
The Committee believes that the CEO continues to take necessary strategic
steps to position the Corporation for the future in an admittedly difficult
competitive environment. Despite the major accomplishments summarized in the
Annual Report, management acknowledged that 1999 operating profits did not
meet expected levels. Accordingly, the CEO asked not to be considered for a
bonus for 1999 and the Committee concurred with his recommendation.
Section 162(m)
Section 162(m) of the Code provides certain criteria for the tax
deductibility of compensation in excess of $1 million paid to the
Corporation's executive officers. To meet the criteria applicable to
performance-based compensation (as defined in Section 162(m) of the Code),
certain of the Corporation's benefit plans would have to be amended to limit
the Committee's discretion to determine individual awards based on individual
performance factors and other factors as the Committee may determine, from
time to time, to be relevant.
10
<PAGE>
The Committee believes that the flexibility on awards is an important
feature of the plans and one that serves the best interests of the Corporation
by allowing the Committee to recognize and motivate individual executive
officers as circumstances warrant. Further, the Committee currently does not
anticipate that there will be any compensation subject to the loss of tax
deductibility. Consequently, the Committee does not propose at the present
time to amend any plan to comply with the performance-based criteria.
THE BONUS, SALARY AND STOCK OPTION
COMMITTEE
William W. Berry, Chairman
Gilbert M. Grosvenor
Sidney Buford Scott
Phyllis L. Cothran
February 24, 2000
11
<PAGE>
PERFORMANCE GRAPH
Comparison of Five-Year Cumulative Total Return*
Performance through December 31, 1999
[GRAPH]
<TABLE>
<CAPTION>
Ethyl Chemical The Lubrizol
Date Corporation S&P 500 Composite Corporation
---- ----------- ------- ------------ ------------
<S> <C>
December 1994 $100.00 $100.00 $100.00 $100.00
December 1995 $134.49 $137.45 $130.84 $ 84.30
December 1996 $108.83 $168.93 $162.99 $ 97.26
December 1997 $ 92.50 $225.21 $198.29 $118.81
December 1998 $ 70.76 $289.43 $185.90 $ 85.72
December 1999 $ 46.67 $350.26 $217.45 $107.18
</TABLE>
- - --------
* Assumes $100 invested on last day of December 1994. Dividends are reinvested
quarterly.
Because none of the corporations included in the Chemical Composite, other
than the Corporation, has lubricant additives as a primary business, the
Corporation included a comparison with The Lubrizol Corporation, which is the
only other corporation listed on The New York Stock Exchange with lubricant
additives as a primary business.
12
<PAGE>
APPROVAL OF REVERSE STOCK SPLIT
PROPOSAL NO. 2
General
On March 15, 2000, the Board of Directors approved, and recommends that the
shareholders of the Corporation approve, an amendment to the Corporation's
Restated Articles of Incorporation ("Amendment I") effecting a 1-for-7 reverse
stock split of the Ethyl Common Stock (the "Reverse Stock Split"). If
Amendment I is approved by the shareholders, each holder of record of Ethyl
Common Stock on the effective date of the Reverse Stock Split will thereafter
be deemed to hold one share of Ethyl Common Stock for every seven presently
issued and outstanding shares of Ethyl Common Stock held of record on that
date. It is not anticipated that the financial condition of the Corporation,
the percentage ownership of each shareholder or any aspect of the
Corporation's business would change materially as a result of the Reverse
Stock Split.
As discussed more fully below, the Board of Directors believes the Reverse
Stock Split is in the best interest of the Corporation because the decrease in
the number of shares outstanding and the resulting anticipated increased price
level of the Common Stock:
. Should encourage greater interest in Ethyl Common Stock by the investment
community and thereby may facilitate the development of a broader base of
investors in Ethyl Common Stock; and
. May promote greater liquidity for the holders of Ethyl Common Stock.
Purposes of the Proposed Reverse Stock Split
The principal purpose of the Reverse Stock Split is to reduce the number of
shares of Ethyl Common Stock outstanding with the objective of increasing the
market price of Ethyl Common Stock to a level that should encourage greater
interest in the investment community. The Board of Directors believes that the
total number of shares currently outstanding is disproportionately large
relative to the Corporation's present market capitalization. The Board of
Directors believes that a decrease in the number of outstanding shares of
Ethyl Common Stock, without any material alteration of the proportionate
economic interest in the Corporation held by individual shareholders, may
increase the trading price of the outstanding shares to a price more
appropriate for a security listed on The New York Stock Exchange, although no
assurance can be given that the market price of Ethyl Common Stock will rise
in proportion to the reduction in the number of outstanding shares resulting
from the Reverse Stock Split or that the post-Reverse Stock Split market price
can be maintained.
The Board of Directors believes that the current per share price of Ethyl
Common Stock may limit its marketability. Many brokerage firms and
institutional investors are reluctant to recommend lower-priced stocks to
their clients or to hold them in their own portfolios. Certain policies and
practices involve time-consuming procedures that make the handling of lower-
priced stocks economically unattractive. The brokerage commission on a sale of
a lower-priced stock also may represent a higher percentage of the sale price
than the brokerage commission on a higher-priced issue. Any reduction in
brokerage commission resulting from the Reverse Stock Split may be offset,
however, in whole or in part, by increased brokerage commission required to be
paid by shareholders electing to sell "odd lots" created by the Reverse Stock
Split.
The Board of Directors believes that the decrease in the number of shares of
Ethyl Common Stock outstanding as a consequence of the proposed Reverse Stock
Split and the resulting anticipated increased price level will encourage
greater interest in Ethyl Common Stock by the financial community and the
investment public. The Board believes the increased involvement by
institutional investors and the investment community
13
<PAGE>
may promote greater liquidity for the Corporation's shareholders. It is
possible, however, that liquidity could be affected adversely by the reduced
number of shares outstanding after the Reverse Stock Split. Although any
increase in the market price of Ethyl Common Stock resulting from the Reverse
Stock Split may be proportionately less than the decrease in the number of
shares outstanding, the Reverse Stock Split could result in a market price for
the shares that would be high enough to encourage greater interest in the
investment community. The Board of Directors also believes that the adjustment
in the market price of Ethyl Common Stock that may result from the Reverse
Stock Split should achieve a stock price more comparable to certain other
companies in the specialty chemical industry.
Implementation of the Reverse Stock Split
Pursuant to the Reverse Stock Split each holder of seven shares of Ethyl
Common Stock, par value $1.00 per share (the "Old Common Stock"), immediately
prior to the effectiveness of Amendment I would become the holder of one share
of Ethyl Common Stock, par value $1.00 per share (the "New Common Stock").
No fractional shares of New Common Stock will be issued in connection with
the Reverse Stock Split. Instead, holders of Old Common Stock who would
otherwise be entitled to receive fractional shares of New Common Stock because
they hold a number of shares of Old Common Stock not evenly divisible by seven
will be entitled to receive from the Corporation a cash payment equal to the
fair market value, as determined by the Board of Directors, of any fractional
shares of New Common Stock resulting from the Reverse Stock Split. The fair
market value will be based on the average of the closing price for Old Common
Stock as reported for The New York Stock Exchange Composite Transactions on
each of the five trading days preceding the date on which the Reverse Stock
Split becomes effective. The funds required to purchase fractional shares
resulting from the Reverse Stock Split will be paid from the Corporation's
current cash funds. It is not expected that the amount necessary to effect the
cancellation of fractional shares will be material.
If Amendment I is approved by the shareholders, the Board of Directors
intends to cause the Articles of Amendment to be filed on May 25, 2000. The
Reverse Stock Split would become effective on June 1, 2000 upon issuance by
the Virginia State Corporation Commission of a Certificate of Amendment to the
Restated Articles of Incorporation. Upon the effectiveness of Amendment I,
Article III of the Corporation's Restated Articles of Incorporation would be
amended as set forth in Annex I hereto. If Amendment I is approved by the
shareholders, the Company will apply to the New York Stock Exchange for the
listing of the New Common Stock.
Upon the effectiveness of Amendment I, the Reverse Stock Split will occur
without any further action on the part of shareholders of the Corporation and
without regard to the date or dates on which the stock certificates are
physically surrendered in exchange for certificates representing the number of
shares of New Common Stock such shareholders are entitled to receive as a
consequence of the Reverse Stock Split. As soon as practicable after the
effectiveness of Amendment I, transmittal letters will be mailed to each
record holder of Ethyl Common Stock on the date of such effectiveness to be
used in forwarding their certificates for surrender and exchange for
certificates representing the number of shares of New Common Stock the
shareholder is entitled to receive as a result of the Reverse Stock Split.
After receipt of the transmittal letter, each shareholder should surrender the
stock certificates issued prior to the Reverse Stock Split and the shareholder
will receive in exchange therefor certificates representing the whole number
of shares of New Common Stock to which he or she is entitled and any cash that
may be payable in lieu of any fractional share. The transmittal letters will
be accompanied by instructions specifying other details of the exchange.
Shareholders should not send in their certificates until they receive a
transmittal letter.
After the effectiveness of the Reverse Stock Split, each certificate
representing shares of Old Common Stock, until surrendered and exchanged as
provided above, will be deemed, for all corporate purposes, to evidence
ownership of the whole number of shares of New Common Stock, and the right to
receive from the
14
<PAGE>
Corporation the amount of cash for any fractional shares, into which the
shares evidenced by such certificate have been changed.
No service charges will be payable by holders of shares of Ethyl Common
Stock in connection with the exchange of certificates. All of such expenses
will be borne by the Corporation.
Effects of the Reverse Stock Split
With the exception of the number of issued and outstanding shares, the
rights and preferences of the shares of Ethyl Common Stock prior and
subsequent to the Reverse Stock Split will remain the same.
The Corporation is presently authorized to issue a maximum of 400,000,000
shares of Ethyl Common Stock. As of March 24, 2000, 83,465,460 shares of Ethyl
Common Stock were issued and outstanding. The per share par value of the Ethyl
Common Stock will not change as a result of the Reverse Stock Split. The
Corporation has obligations to set aside approximately 2,640,596 shares of
Ethyl Common Stock for the exercise of outstanding options. The exercise price
of these options as well as the number of shares authorized under the
Corporation's employee benefit plans will be adjusted proportionately upon the
effectiveness of Amendment I.
The shares of Ethyl Common Stock issuable upon approval of Amendment I will
be fully paid and nonassessable. The voting rights and other privileges of the
continuing holders of Ethyl Common Stock will not be affected substantively by
adoption of Amendment I or implementation of the Reverse Stock Split.
Federal Income Tax Consequences
The information contained in the following paragraph is for general
informational purposes only. Shareholders should consult their own tax
advisors as to any federal, state, local and foreign tax effects of the
Reverse Stock Split in light of their individual circumstances.
The change of the Old Common Stock into the New Common Stock should not have
material federal income tax consequences to shareholders of the Corporation.
The change of the Old Common Stock into the New Common Stock generally will
not cause any gain or loss to be recognized by a shareholder, except for cash
received for a fractional share. A shareholder who receives cash for a
fractional share will recognize gain or loss equal to the difference between
the amount of cash received and the shareholder's basis in the fractional
share. The aggregate basis of the shares of New Common Stock, including any
fractional share for which a shareholder receives cash, will be the same as
the aggregate basis of the Old Common Stock held by the shareholder. A
shareholder's holding period for shares of New Common Stock will include the
holding period for shares of Old Common Stock held by the shareholder if they
are held as a capital asset at the effective time of the Reverse Stock Split.
Vote Required for Approval
In order for the shareholders of the Corporation to adopt Amendment I to the
Restated Articles of Incorporation, a majority of the shares of outstanding
Ethyl Common Stock entitled to vote at the meeting must vote in favor of this
proposal. Abstentions and shares held in street name that are not voted on
this proposal will have the same effect as a vote against the proposal.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE FOR THIS
PROPOSAL.
15
<PAGE>
APPROVAL OF REDUCTION IN AUTHORIZED COMMON STOCK
PROPOSAL NO. 3
General
On March 15, 2000, in connection with its approval of Amendment I, the Board
of Directors approved, and recommends that the shareholders of the Company
approve, an amendment to the Corporation's Restated Articles of Incorporation
authorizing a reduction in the authorized Ethyl Common Stock from 400,000,000
shares to 55,000,000 shares ("Amendment II"). The Board believes that this
reduction in the authorized Ethyl Common Stock will further the expected
positive perception of the Reverse Stock Split by the investment community.
Implementation of the Reduction in Authorized Capital
If the shareholders approve Amendment II, the reduction would become
effective on June 1, 2000 upon issuance by the Virginia State Corporation
Commission of a Certificate of Amendment to the Restated Articles of
Incorporation. The Board intends to file Amendment I and Amendment II
together. Upon effectiveness of Amendment II, Article III of the Corporation's
Restated Articles of Incorporation would be amended substantially as set forth
in Annex II hereto.
Vote Required for Approval
In order for the shareholders of the Company to authorize Amendment II, a
majority of the shares of outstanding Ethyl Common Stock entitled to vote at
the meeting must vote in favor of this proposal. Abstentions and shares held
in street name that are not voted on this proposal will have the same effect
as a vote against the proposal.
If the shareholders do not approve Amendment I, Amendment II will not be
effectuated, even if approved by the shareholders. If the shareholders approve
Amendment I, but do not approve Amendment II, the Reverse Stock Split will be
effectuated and the number of authorized shares of Ethyl Common Stock will
remain at 400,000,000 shares.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE FOR THIS PROPOSAL.
DESIGNATION OF AUDITORS
PROPOSAL NO. 4
The Board of Directors has designated PricewaterhouseCoopers LLP, certified
public accountants, as the Corporation's independent auditors for the year
2000, subject to shareholder approval. Coopers & Lybrand, L.L.P., which was
the predecessor of PricewaterhouseCoopers LLP, has audited the Corporation's
financial statements since 1962 and those of the former Ethyl Corporation
(Delaware) from 1947 to 1962. A representative of PricewaterhouseCoopers LLP
is expected to be present at the annual meeting with an opportunity to make a
statement and to be available to respond to appropriate questions.
PricewaterhouseCoopers LLP's principal function is to audit the consolidated
financial statements of the Corporation and its subsidiaries and, in
connection with that audit, to review certain related filings with the
Securities and Exchange Commission and to conduct limited reviews of the
financial statements included in the Corporation's quarterly reports.
16
<PAGE>
FINANCIAL STATEMENTS
A copy of the Corporation's Annual Report on Form 10-K for the year 1999, as
required to be filed with the Securities and Exchange Commission, will be
provided on written request without charge to any shareholder whose proxy is
being solicited by the Board of Directors. The written request should be
directed to:
M. Rudolph West, Esq.,
Secretary
Ethyl Corporation
330 South Fourth Street
P.O. Box 2189
Richmond, Virginia 23218
PROPOSALS FOR 2001 ANNUAL MEETING
Under the regulations of the Securities and Exchange Commission, any
shareholder desiring to make a proposal to be acted upon at the 2001 annual
meeting of shareholders must present such proposal to the Corporation at its
principal office in Richmond, Virginia, not later than , 2000, in order
for the proposal to be considered for inclusion in the Corporation's proxy
statement. The Corporation anticipates holding the 2001 annual meeting on
April 26, 2001.
The Corporation's bylaws provide that, in addition to any other applicable
requirements, for business to be properly brought before the annual meeting by
a shareholder, the shareholder must give timely notice in writing to the
Secretary of the Corporation not later than 60 days prior to the meeting. As
to each matter, the notice should contain (i) a brief description of the
matter and the reasons for addressing it at the annual meeting, (ii) the name,
record address of and number of shares beneficially owned by the shareholder
proposing such business and (iii) any material interest of the shareholder in
such business.
OTHER MATTERS
The Board of Directors is not aware of any matters to be presented for
action at the meeting other than as set forth herein. However, if any other
matters properly come before the meeting, or any adjournment thereof, the
person or persons voting the proxies will vote them in accordance with their
best judgment.
By Order of the Board of Directors
M. Rudolph West, Secretary
17
<PAGE>
Annex I
Amendment to
Restated Articles of Incorporation of Ethyl Corporation
An additional paragraph shall be added after the first paragraph of Article
III of the Restated Articles of Incorporation as follows:
Every seven of the issued and outstanding shares of the Corporation's
Common Stock, par value $1.00 per share, as of June 1, 2000, are hereby
changed into one share of Common Stock, par value $1.00 per share. No
fractional shares shall be issued upon such change, and the number of
shares of Common Stock to be issued shall be rounded down to the nearest
whole share. If a fractional interest in a share of Common Stock, except
for the provisions of the preceding sentence, would be deliverable upon
such change, the Corporation shall pay an amount in cash equal to the fair
market value of such fractional interest, as determined by the
Corporation's Board of Directors, to each holder of shares of Common Stock
to whom such fractional interest would have been deliverable.
<PAGE>
Annex II
Amendment to
Restated Articles of Incorporation of Ethyl Corporation
The first sentence of paragraph one of Article III shall be deleted and the
following sentence shall be substituted therefor:
The Corporation shall have the authority to issue 55,000,000 shares of
Common Stock, $1.00 par value, and 10,000,000 shares of Cumulative
Preferred Stock, with a par value, if any, to be set forth hereinafter with
respect to each series.
Even if approved, this amendment will be effective only upon the approval of
the amendment in Annex I.
<PAGE>
NOTICE
and
PROXY STATEMENT
for
ANNUAL MEETING
of
SHAREHOLDERS
May 25, 2000
[LOGO OF ETHYL]
ETHYL CORPORATION
330 SOUTH FOURTH STREET
P.O. BOX 2189
RICHMOND, VIRGINIA 23218
<PAGE>
ETHYL CORPORATION
Richmond, Virginia
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 2000
The undersigned hereby appoints Bruce C. Gottwald and Sidney Buford Scott, or
either of them, with full power of substitution in each, proxies to vote all
shares of the undersigned in Ethyl Corporation, at the annual meeting of
shareholders to be held May 25, 2000, and at any and all adjournments thereof:
1. ELECTION OF DIRECTORS [_] FOR ALL nominees [_] WITHHOLD AUTHORITY
nominees (except as to vote for all nominees
indicated to the listed below
contraty below)
[William W. Berry, Phyllis L. Cothran, Bruce C. Gottwald, Thomas E.
Gottwald, Gilbert M. Grosvenor, Sidney Buford Scott and
Charles B. Walker.]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY SUCH NOMINEE(S), WRITE
THE NAME(S) OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)
---------------------------------------------------------------------------
2. The proposal to approve an amendment to the Corporation's Restated
Articles of Incorporation authorizing a 1-for-7 reverse stock split of
the Ethyl Common Stock.
[_] FOR [_] AGAINST [_] ABSTAIN
3. The proposal to approve an amendment to the Corporation's Restated
Articles of Incorporation authorizing a reduction in the authorized
Ethyl Common Stock from 400,000,000 shares to 55,000,000 shares.
[_] FOR [_] AGAINST [_] ABSTAIN
4. The proposal to approve the appointment of PricewaterhouseCoopers LLP as
the auditors for the Corporation for 2000.
[_] FOR [_] AGAINST [_] ABSTAIN
5. In their discretion, the Proxies are authorized to vote upon such other
business and matters incident to the conduct of the meeting as may
properly come before the meeting.
This Proxy is solicited on behalf of the Board of Directors. This Proxy when
properly executed will be voted as specified. If no specification is made, this
Proxy will be voted FOR all nominees and FOR Proposal 2, Proposal 3 and
Proposal 4.
Dated _______________________ , 2000
------------------------------------
Please sign name exactly as it ap-
pears on the stock certificate.
Only one of several joint owners or
co-owners need sign. Fiduciaries
should give full title.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
