SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
ENCHIRA BIOTECHNOLOGY 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. 804-788-5619
--------------------------
(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
October 10, 2000
----------------
(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>
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CUSIP NO. 09061E106 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ethyl Corporation
54-0118820
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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7 SOLE VOTING POWER
759,587 shares, including 477,327 shares that
Ethyl Corporation ("Ethyl") may acquire upon
NUMBER OF SHARES conversion of 160,000 shares of Series B
Convertible Preferred Stock ("Series B") of
OWNED BY the Issuer
-----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
- 0 -
EACH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 759,587 shares, including 477,327 shares that
Ethyl may acquire upon conversion of 160,000
PERSON WITH shares of Series B of the Issuer
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
759,587 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
305,154 shares held by Gryphon Ventures II, Limited Partnership
185,442 shares payable as dividends accumulated from November 1998 to
present to which Ethyl is entitled but has not yet received.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
* Amendment No. 4 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, Amendment No. 2, dated April 13, 1995, and Amendment No. 3, dated June
11, 1999, with respect to the shares of Common Stock (the "Common Stock") of
Enchira Biotechnology Corporation (formerly known as Energy BioSystems
Corporation) (the "Issuer") owned by Ethyl. The purpose of this Amendment No. 4
is to report Ethyl's intention to divest the Common Stock as a result of the
Issuer's change in the focus of its business.
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 4. Purpose of Transaction.
----------------------
The Common Stock and Series B were acquired by Ethyl for investment
purposes. Ethyl has changed its investment intent with respect to the Common
Stock and Series B as a result of the Issuer's change in the focus of its
business. In connection therewith, the member of the Issuer's Board of Directors
appointed by Ethyl resigned. Ethyl intends to dispose of its shares of Common
Stock over time in an orderly manner. Ethyl may convert its shares of Series B
into Common Stock as a part of its selling program.
Page 3 of 6 Pages
<PAGE>
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.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) The shares of Common Stock, including the 477,327 shares that Ethyl
may acquire upon conversion of the Series B, represent 8.0% of the outstanding
shares of Common Stock. This amount does not include 185,442 shares of Common
Stock payable as dividends accumulated from November 1998 to present to which
Ethyl is entitled but has not yet received. The number of shares to which Ethyl
is entitled is based upon the closing price of the Common Stock on the Nasdaq
National Market on October 17, 2000 and is thus subject to change.
(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 759,587 shares of
Common Stock.
(c) Ethyl has effected no transactions in the Common Stock in the
last 60 days.
(d) Not applicable.
(e) Not applicable.
Page 4 of 6 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
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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 ("Gryphon"), 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. Gryphon has informed Ethyl of its intention
to dispose of its shares of Common Stock. In addition, Gryphon's representative
on the Issuer's Board of Directors resigned. 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: October 20, 2000 By: /s/ M. Rudolph West
---------------------
Name: M. Rudolph West
Title:Secretary
Page 6 of 6 Pages
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<TABLE>
Appendix A
Executive Officers and Directors of Ethyl
<CAPTION>
Principal Occupation
Name Title or Employment
---- ----- --------------------
<S> <C> <C>
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
Alexander McLean Senior Vice President - Petroleum Senior Vice President of Ethyl
Additives
Newton A. Perry Senior Vice President - Antiknocks Senior Vice President of Ethyl
David A. Fiorenza Vice President, Principal Financial Vice President, Principal Financial Officer
Officer and Treasurer and Treasurer of Ethyl
Daniel J. Bradley Vice President - Petroleum Additives Vice President of Ethyl
- Americas
Wayne C. Drinkwater Controller - Principal Accounting Controller of Ethyl
Officer
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
Barbara A. Little Vice President - Government Relations Vice President of Ethyl
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
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, Alexander McLean, Newton A. Perry, David A. Fiorenza, Daniel J.
Bradley, Wayne C. Drinkwater, Russell L. Gottwald, Jr., C.S. Warren Huang,
Ronald E. Kollman, Barbara A. Little, 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, except for Mr. McLean, who is a citizen of Great Britain.
