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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
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(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, 1999
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>
Appendix 1
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL
CORPORATION
ANNUAL REPORT
DECEMBER 31, 1999 AND 1998
<PAGE>
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
INDEX OF FINANCIAL STATEMENTS AND SCHEDULES
Pages
Report of Independent Accountants 2
Financial Statements:
Statement of Assets Available for Benefits at December 31, 1999 3
Statement of Assets Available for Benefits at December 31, 1998 4
Statement of Changes in Assets Available for Benefits for the
Year Ended December 31, 1999 5
Notes to Financial Statements 6-11
Supplemental Schedules:
Assets Held for Investment Purposes, December 31, 1999 12
Nonexempt Party-in-Interest Transactions for the Year
Ended December 31, 1999 *
Obligations in Default for the Year Ended December 31, 1999 *
Leases in Default for the Year Ended December 31, 1999 *
Reportable Transactions for the Year Ended December 31, 1999 13
*Trustee reported no such transactions, obligations or leases in default.
1
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Report of Independent Accountants
To the 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,
1999 and 1998, and the changes in assets available for benefits for the year
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. 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 auditing standards generally accepted in the
United States 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. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules 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.
PricewaterhouseCoopersLLP
Richmond, Virginia
June 21, 2000
2
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SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
December 31, 1999
<TABLE>
<CAPTION>
Participant Non-Participant
Directed Directed Total
------------------- ----------------------- -----------------
<S> <C> <C> <C>
Assets:
Cash $ 20,428 $ - $ 20,428
Investments:
Mutual Funds:
Pimco Total Return Fund 1,531,496 - 1,531,496
Merrill Lynch Capital Fund 4,786,402 - 4,786,402
Merrill Lynch Growth Fund 1,359,498 - 1,359,498
Franklin Small Cap Fund 9,021,439 - 9,021,439
Ivy International Fund 2,214,693 - 2,214,693
Davis New York Venture Fund 3,670,929 - 3,670,929
Commingled Trusts:
Merrill Lynch Equity Index Trust 35,897,110 - 35,897,110
Merrill Lynch Retirement Preservation Trust 11,340,454 - 11,340,454
Common stocks:
Ethyl Corporation:
Participant directed 8,155,213 - 8,155,213
Non-participant directed - 7,982,713 7,982,713
Albemarle Corporation 11,692,542 - 11,692,542
Tredegar Corporation 7,449,011 - 7,449,011
Loans to participants 1,209,535 - 1,209,535
--------------- ------------------- -------------
Total investments 98,328,322 7,982,713 106,311,035
Receivables:
Interest and dividends 240,197 139,278 379,475
--------------- ------------------- -------------
Assets available for benefits $98,588,947 $8,121,991 $106,710,938
=============== =================== =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
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SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
December 31, 1998
<TABLE>
<CAPTION>
Participant Non-Participant
Directed Directed Total
--------------------- -------------------------- -----------------
<S> <C> <C> <C>
Assets:
Cash $ 16,652 $ - $ 16,652
Investments:
Mutual Funds:
Pimco Total Return Fund 1,997,645 - 1,997,645
Merrill Lynch Capital Fund 5,457,298 - 5,457,298
Merrill Lynch Growth Fund 1,298,667 - 1,298,667
Franklin Small Cap Fund 4,290,455 - 4,290,455
Ivy International Fund 1,478,952 - 1,478,952
Davis New York Venture Fund 2,448,375 - 2,448,375
Commingled Trusts:
Merrill Lynch Equity Index Trust 30,782,833 - 30,782,833
Merrill Lynch Retirement Preservation Trust 11,330,330 - 11,330,330
Common stocks:
Ethyl Corporation
Participant directed 11,414,540 - 11,414,540
Non-participant directed - 9,775,539 9,775,539
Albemarle Corporation 15,647,640 - 15,647,640
Tredegar Corporation 7,975,088 - 7,975,088
Loans to participants 899,003 - 899,003
---------------- --------------------- ---------------
Total investments 95,020,826 9,775,539 104,796,365
Receivables:
Interest and dividends 209,048 106,706 315,754
---------------- --------------------- ---------------
Assets available for benefits $95,246,526 $9,882,245 $105,128,771
================ ===================== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 1999
<TABLE>
<CAPTION>
Participant Non-Participant
Directed Directed Total
--------------- ----------------- ------------------
<S> <C> <C> <C>
Additions:
Investment income:
Dividends $ 2,466,220 $ 504,247 $ 2,970,467
Interest:
Funds 6,916 - 6,916
Loans to participants 86,079 - 86,079
Net appreciation (depreciation) in fair value of
investments 2,491,656 (4,384,251) (1,892,595)
--------------- ----------------- ------------------
5,050,871 (3,880,004) 1,170,867
Contributions:
Employee contributions 5,786,212 - 5,786,212
Employer contributions - 2,331,098 2,331,098
--------------- ----------------- ------------------
5,786,212 2,331,098 8,117,310
--------------- ----------------- ------------------
Total additions 10,837,083 (1,548,906) 9,288,177
Deductions:
Benefit payments (7,330,838) (375,172) (7,706,010)
--------------- ----------------- ------------------
Total deductions (7,330,838) (375,172) (7,706,010)
Interfund transfers (net) (163,825) 163,825 -
--------------- ----------------- ------------------
Total deductions and transfers (7,494,663) (211,347) (7,706,010)
--------------- ----------------- ------------------
Net increase (decrease) for the year 3,342,420 (1,760,253) 1,582,167
Assets available for benefits, December 31, 1998 95,246,526 9,882,245 105,128,771
--------------- ----------------- ------------------
Assets available for benefits,
December 31, 1999 $98,588,946 $ 8,121,992 $106,710,938
=============== ================= ==================
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
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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:
Investments are stated at fair value determined as follows:
<TABLE>
<S> <C> <C>
Merrill Lynch Retirement - Investments in Guaranteed Investment Contracts ("GIC's") and Bank
Preservation Trust Investment Contracts ("BIC's") with benefit responsive features are
carried at cost plus accrued interest (contract value). Synthetic
investment contracts are stated at the contract book value which
approximates amortized cost. Money market instruments and US
Government agency obligations are valued at amortized cost.
Mutual funds and Merrill - quoted market value
Lynch Equity Index Trust
Common stocks - last published year end sales price on the New York Stock Exchange
Loans to participants - balances due which approximate fair value
</TABLE>
6
<PAGE>
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 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.
New Accounting Pronouncement:
On August 25, 1999, the Financial Accounting Standards Board approved for
issuance Statement of Position 99-3, Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters (the
"SOP"). This SOP became effective for years ending after December 15, 1999.
The Plan has adopted the provisions of the SOP in presenting the
accompanying 1999 and 1998 financial statements. The primary effect of this
SOP on the accompanying financial statements is the elimination of the
presentation of separate transactions and balances by investment option for
participant-directed investments. The December 31, 1998 statement of assets
available for benefits has been reclassified to conform to the 1999
presentation.
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.
7
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3. Investment Funds, continued:
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. The following table presents investments held at year-end that
represent five percent (5%) or more of assets available for benefits:
1999 1998
Merrill Lynch Equity Index Trust $35,897,110 $30,782,833
Ethyl Corporation Common Stock* 16,137,927 21,425,474
Albemarle Corporation Common Stock 11,692,542 15,713,805
Merrill Lynch Retirement Presevation Trust 11,340,454 11,346,982
PIMCO Total Return Fund 9,021,439 1,997,645
Tredegar Corporation Common Stock 7,449,011 7,989,282
Merrill Lynch Growth Fund 4,786,402 5,457,298
* Nonparticipant-directed totals $8,121,991 and $9,882,245 for 1999 and 1998,
respectively.
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value as
follows:
Common stock $(12,804,267)
Mutual Funds and Equity Index Trust 10,911,672
-------------
$ (1,892,595)
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. Participants may also contribute amounts representing distributions
from other qualified defined benefit or defined contribution plans. 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.
8
<PAGE>
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.
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 fixed 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
<PAGE>
9. Stock Prices:
Closing stock prices per share at December 31 were as follows (as adjusted
for stock splits):
1999 1998
Ethyl Corporation Common Stock $ 3.500 $ 5.625
Tredegar Corporation Common Stock 20.687 22.500
Albemarle Corporation Common Stock 19.187 23.750
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 to
cover Plan expenses, and are reflected in the statement of changes in
assets available for benefits of the year in which the forfeitures are
applied to Ethyl's contribution. For the year ended December 31, 1999,
$259,869 of forfeitures became available.
10
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SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999
EIN: 54-011882 PN: 002
<TABLE>
<CAPTION>
(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> <C> <C> <C>
** Ethyl Corporation Common stock, $1.00 par value (4,610,836 shares) $33,393,167 $16,137,926
Tredegar Corporation Common stock, no par value (360,082 shares) 7,449,011
Albemarle Corporation Common stock, $.01 par value (609,399 shares) 11,692,542
Loans to participants bearing interest at 8.75% - 1,209,535
10.0%
** Merrill Lynch Retirement Preservation Trust (11,340,454 units) 11,340,454
** Merrill Lynch Equity Index Trust (354,715 units) 35,897,110
PIMCO Total Return Fund (154,697 units) 9,021,439
** Merrill Lynch Capital Fund (149,249 units) 1,531,496
** Merrill Lynch Growth Fund (49,581 units) 1,359,498
Franklin Small Cap Growth Fund (204,429 units) 2,214,693
Ivy International Fund (47,031 units) 4,786,402
Davis New York Venture Fund (127,640 units) 3,670,929
</TABLE>
*See Note 1 of notes to financial statements
**Denotes a party in interest to the Plan
11
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SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 1999
<TABLE>
<CAPTION>
a. b. c. d. e. f.
Identity of Description of Asset Purchase Selling Lease Expense
party involved (Include interest Price Price Rental Incurred
rate and maturity With
in case of a loan) Transaction
<S> <C> <C> <C> <C> <C>
(1)
PURCHASES
----------------------------------
*Merrill Lynch Equity Index Trust (2) $4,487,119
*Merrill Lynch Retirement Preservation Trust (3) 6,650,573
*Merrill Lynch Pending Settlement Fund (4) 2,733,364
SALES
----------------------------------
*Merrill Lynch Equity Index Fund (5) $5,587,382
*Merrill Lynch Retirement Preservation Trust (6) 6,640,449
*Merrill Lynch Pending Settlement Fund (7) 2,733,364
</TABLE>
<TABLE>
<CAPTION>
g. h. i.
Cost of Current Net
Asset Value of Gain or
Asset on (Loss)
Transaction
Date
<S> <C> <C>
$4,487,119 $4,960,372
6,650,573 6,650,573
2,733,364 2,733,364
4,177,931 5,587,382 $1,409,451
6,639,561 6,640,449 888
2,733,364 2,733,364 -
</TABLE>
*Denotes a part-in-interest to the Plan
(1) Ordinary brokerage charges on purchases or sales transactions are included
in purchase price or shown as a reduction of sales price
(2) 305 purchase transactions
(3) 429 purchase transactions
(4) 119 purchase transactions
(5) 252 sales transactions
(6) 288 sales transactions
(7) 117 sales transactions
12
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REQUIRED INFORMATION
See Appendix 1.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
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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/ Henry C. Page, Jr.
-----------------------------------------
Henry C. Page, Jr.
Chairman, Employee Savings Plan Committee
Dated: June 30, 2000
-2-
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EXHIBIT INDEX
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23.1 Consent of Independent Auditors
