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* AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11, 1994 *
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Registration No. 33-68246
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE LUBRIZOL CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 34-0367600
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)
29400 LAKELAND BOULEVARD
WICKLIFFE, OHIO 44092-2298
(216) 943-4200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
A. THEODORE GARDINER, ESQ.
THE LUBRIZOL CORPORATION
29400 LAKELAND BOULEVARD
WICKLIFFE, OHIO 44092-2298
(216) 943-4200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
JEFFREY J. MARGULIES, ESQ. JOHN M. BRANDOW, ESQ.
Squire, Sanders & Dempsey Davis Polk & Wardwell
4900 Society Center 450 Lexington Avenue
127 Public Square New York, New York 10017
Cleveland, Ohio 44114
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Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement,
as determined in light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / x /
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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* PROSPECTUS *
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THE LUBRIZOL CORPORATION
DEBT SECURITIES
____________
The Lubrizol Corporation (the "Company") may offer from time to
time in one or more series its debt securities (the "Debt Securities") in
amounts, at prices and on terms to be determined at the time of offering. The
aggregate initial offering price of the Debt Securities to be offered will be
limited to $100,000,000 (or the equivalent if Debt Securities are denominated
in foreign currency or currency units) or, if Debt Securities are issued at an
original issue discount, such greater amount as shall result in aggregate
proceeds of $100,000,000 to the Company. The Debt Securities will be unsecured
senior securities ranking pari passu with all other unsecured senior securities
of the Company. The general terms and conditions of the Debt Securities are
described under "Description of Debt Securities" in this Prospectus.
The accompanying Prospectus Supplement sets forth the specific
designation, aggregate principal amount, designated currency (or currency
unit), purchase price, maturity, interest rate (or manner of calculation
thereof), time of payment of interest (if any), and any other specific terms of
the Debt Securities. The Prospectus Supplement also sets forth the name of and
compensation to each underwriter, dealer or agent (if any) involved in the
offer of the Debt Securities, the other terms and manner of the offer and
distribution of the Debt Securities and the net proceeds to the Company from
such offering.
____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR AD-
EQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Debt Securities may be offered to or through underwriters, dealers
or agents designated from time to time, as set forth in the Prospectus
Supplement, and may be offered to other purchasers directly by the Company.
See "Plan of Distribution" for possible indemnification arrangements for
underwriters, dealers and agents.
____________
MORGAN STANLEY & CO.
Incorporated
____________, 1994
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No dealer, salesman or any other person has been authorized to
give any information or to make any representation other than those contained
or incorporated by reference in this Prospectus and any accompanying Prospectus
Supplement in connection with the offering described herein and therein, and,
if given or made, such other information or representation must not be relied
upon as having been authorized by the Company or by any underwriter, dealer or
agent. Neither this Prospectus nor any Prospectus Supplement shall constitute
an offer to sell or a solicitation of an offer to buy Debt Securities in any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to do so, or to
any person to whom it is unlawful to make such offer or solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information, including the
documents incorporated by reference herein, can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549; and at the Commission's regional offices at 7
World Trade Center, Suite 1300, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Such material may also be inspected and copied at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005, on which Exchange the common shares of the Company are listed.
The Company has filed a registration statement on Form S-3
(herein, together with all amendments and exhibits, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the securities offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
portions of which are omitted in accordance with the rules and regulations of
the Commission. For further information with respect to the Company and the
Debt Securities, reference is made to the Registration Statement and the
exhibits filed as a part thereof. Statements contained herein concerning any
document filed as an exhibit are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement. Each such statement is qualified in its entirety
by such reference.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company (Commission File No.
1-5263) with the Commission are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992;
(b) the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1993 (as amended by
Form 10-Q/A filed on November 30, 1993), June 30,
1993 and September 30, 1993; and
(c) the Company's Current Report on Form 8-K dated
November 18, 1993, as amended.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Debt Securities
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of filing such documents. Any statement contained
herein, or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon written or oral request of
such person, a copy of any or all of the documents incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to such documents). Requests for such
copies should be directed to The Lubrizol Corporation, 29400 Lakeland
Boulevard, Wickliffe, Ohio 44092, Attention: Chief Financial Officer
(telephone: 216/943-4200).
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THE COMPANY
The Company is a full-service supplier of specialty chemicals to
diverse markets worldwide. These specialty chemical products are created
through the application of advanced chemical, mechanical and biological
technologies to enhance the performance and quality of the customer products in
which they are used. The Company is a leader in the worldwide markets of
additive systems for oils used in gasoline and diesel engines, automatic
transmission fluids, gear oils, and marine and tractor lubricants. The Company
also develops and markets specialty products for industrial fluids, fuel
additives and diversified specialty chemical products.
The Company was incorporated under the laws of the State of Ohio
in 1928. Its principal executive office is located at 29400 Lakeland
Boulevard, Wickliffe, Ohio 44092 and its telephone number is (216) 943-4200.
Unless the context otherwise requires, as used in this Prospectus, "Company"
includes The Lubrizol Corporation and its consolidated subsidiaries.
USE OF PROCEEDS
Except as otherwise set forth in the applicable Prospectus
Supplement, the Company intends to use the net proceeds from the sale of the
Debt Securities for general corporate purposes, which may include potential
acquisitions, capital expenditures, the repurchase by the Company of its common
shares, additions to working capital and reduction of other indebtedness of the
Company. Funds not required immediately for such purposes may be invested
temporarily in short-term marketable securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratio of earnings
to fixed charges for the Company for the periods indicated:
<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year ended December 31,
---------------------------------
1993 1992 1991 1990 1989 1988
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<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges (unaudited) 13.6(1) 36.9 20.1 38.7(2) 26.5 30.3(2)
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</TABLE>
(1) Included in the nine months ended September 30, 1993 is (i) a special
charge of $86.3 million in connection with manufacturing
rationalization and organizational realignment initiatives, and (ii) a
$20.1 million gain on the sale of Genentech, Inc. stock held by the
Company. Excluding this special charge and gain, the ratio would have
been 26.2.
(2) Included in 1990 is a $101.9 million gain on the sale of Genentech,
Inc. stock held by the Company and a $9.7 million special charge for
the write-off of assets in the Company's former agricultural business.
Included in 1988 is a patent litigation settlement of $81.2 million
received by the Company, as well as a $31.2 million special charge for
write-downs of investments in the venture development area and the
discontinuance of certain agricultural biotechnology research
programs. Excluding these items, the ratios for 1990 and 1988 would
have been 25.7 and 22.2 respectively.
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For the purposes of computing the ratio of earnings to fixed
charges, "earnings" consist of income before income taxes and fixed charges
(adjusted for capitalized interest), and after certain adjustments relating to
earnings, losses and distributions of minority-owned affiliates. "Fixed
charges" consist of interest on all indebtedness, including both amounts
expensed and amounts capitalized. A statement setting forth the computation of
the unaudited ratio of earnings to fixed charges is filed as an exhibit to the
Registration Statement of which this Prospectus is a part.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture (the
"Indenture") between the Company and The First National Bank of Chicago, as
Trustee (the "Trustee"), a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The following
summaries of certain provisions of the Indenture do not purport to be complete
and are subject to, and qualified in their entirety by reference to, the
detailed provisions of the Indenture, including the definitions of certain
terms contained in the Indenture and capitalized in this Prospectus. Wherever
particular sections or defined terms of the Indenture are referred to in this
Prospectus, such sections or defined terms are incorporated herein by
reference.
The following sets forth certain general terms and provisions of
the Debt Securities offered hereby. The particular terms of the Debt
Securities offered by any Prospectus Supplement (the "Offered Debt Securities")
will be described in the Prospectus Supplement relating to such Offered Debt
Securities (the "Applicable Prospectus Supplement"). As used under this
caption, the term "Company" means The Lubrizol Corporation.
GENERAL
The Debt Securities offered hereby will be limited to $100 million
(or the equivalent thereof in foreign currencies or currency units) aggregate
principal amount or, if issued at an original issue discount, such greater
amount as shall result in aggregate proceeds of $100 million to the Company.
The Indenture does not limit the amount of Debt Securities that may be issued
thereunder and provides that Debt Securities may be issued thereunder from time
to time in one or more series as from time to time authorized by the Company.
The Debt Securities will be unsecured senior obligations of the Company and
will rank pari passu with other unsecured senior obligations of the Company.
As of September 30, 1993, approximately $56.1 million of debt ($12.4 million of
short-term and $43.7 million of long-term) would rank pari passu with the Debt
Securities.
The Applicable Prospectus Supplement will describe the following
terms of the Offered Debt Securities: (1) the specific designation of the
Offered Debt Securities; (2) any limit on the aggregate principal amount of the
Offered Debt Securities; (3) the price or prices (generally expressed as a
percentage of the aggregate principal amount thereof) at which the Offered Debt
Securities will be issued; (4) the date or dates on which the principal of the
Offered Debt Securities will be payable; (5) the rate or rates at which the
Offered Debt Securities will bear interest, if any (or the method of
calculating such rate or rates), the date or dates from which any such interest
will accrue (or the method by which such date or dates will be determined), the
date or dates on which any such interest will be payable and the record date or
dates therefor; (6) the place or places where the principal of and any premium
and interest on the Offered Debt Securities will be payable; (7) the period or
periods within which, the price or prices at which and the terms and conditions
upon which the Offered Debt Securities may be redeemed, in whole or in part, at
the option of the Company; (8) the obligation, if any, of the Company to
redeem, purchase or repay the Offered Debt Securities pursuant to any mandatory
redemption, sinking
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fund or analogous provisions or at the option of a holder thereof and the
period or periods within which, the price or prices at which and the terms and
conditions upon which the Offered Debt Securities shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation; (9) the
denominations in which the Offered Debt Securities will be issuable; (10) if
other than the principal amount thereof, the portion of the principal amount of
the Offered Debt Securities which shall be payable upon declaration of
acceleration of the maturity thereof; (11) the currency, currencies or currency
units in which payment of the principal of and any premium and interest on any
Offered Debt Securities will be payable if other than the currency of the
United States of America, and if the principal of or any premium or interest on
any Offered Debt Securities is to be payable, at the election of the Company or
a holder thereof, in one or more currencies or currency units other than that
or those in which such securities are stated to be payable, the currency,
currencies or currency units in which payment of the principal of and any
premium and interest on the Offered Debt Securities as to which such election
is made will be payable, and the periods within which and the terms and
conditions upon which such election is to be made; (12) whether the Offered
Debt Securities will be issuable in registered form or unregistered form or
both and, if Offered Debt Securities are issuable in unregistered form, any
restrictions applicable to the exchange of one form for another and to the
offer, sale and delivery of such Debt Securities; (13) the person to whom any
interest on the Offered Debt Securities shall be payable, if other than the
person in whose name such security is registered on the applicable record date;
(14) whether the Offered Debt Securities are to be issued in the form of one or
more Registered Global Securities as described under "Registered Global
Securities" below and the identity of any Depositary with respect to such Debt
Securities; and (15) any other terms of the Offered Debt Securities. (Section
2.3 of the Indenture.)
Unless otherwise indicated in the Applicable Prospectus
Supplement, the Debt Securities will be issued only in fully registered form
without coupons in denominations of $1,000 or integral multiples thereof.
The Debt Securities may be issued as Original Issue Discount
Securities to be offered and sold at a substantial discount below their stated
principal amount. Original Issue Discount Securities provide for an amount
less than the principal amount thereof to be due and payable upon the
declaration of acceleration of the maturity thereof pursuant to the terms of
the Indenture. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will
be described in the Applicable Prospectus Supplement.
Unless otherwise provided in the Applicable Prospectus Supplement,
payments in respect of the Debt Securities will be made at the office or agency
maintained by the Company for that purpose as designated by the Company from
time to time, except that at the option of the Company, interest payments, if
any, on Debt Securities in registered form may be made by wire transfer or by
checks mailed to the holders of Debt Securities entitled thereto at their
registered addresses. (Section 3.1 of the Indenture.) Unless otherwise
indicated in an Applicable Prospectus Supplement, payment of any installment of
interest on Debt Securities in registered form will be made to the person in
whose name such Debt Security is registered at the close of business on the
regular record date for such interest payment. (Section 2.7 of the Indenture.)
Unless otherwise provided in the Applicable Prospectus Supplement,
Debt Securities in registered form will be transferable or exchangeable at the
agency maintained by the Company for such purpose as designated by the Company
from time to time. (Section 2.8 of the Indenture.) Debt Securities may be
transferred or exchanged without service charge, other than any tax or other
governmental charge imposed in connection therewith. (Section 2.8 of the
Indenture.)
Payment in respect of Debt Securities in unregistered form will be
made in the currency and in the manner designated in the Applicable Prospectus
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Supplement, subject to any applicable laws and regulations, including at such
paying agencies outside the United States as the Company may appoint from time
to time. The paying agents outside the United States initially appointed by
the Company for a series of Debt Securities will be named in the Applicable
Prospectus Supplement. Where Debt Securities of any series are issued in
unregistered form, the special restrictions and considerations, including
special offering restrictions and special Federal income tax considerations,
applicable to any such Debt Securities and to payment on and transfer and
exchange of such Debt Securities, will be described in the Applicable
Prospectus Supplement. Unregistered Debt Securities will be transferable by
delivery. (Section 2.8 of the Indenture.)
REGISTERED GLOBAL SECURITIES
The registered Debt Securities of a series may be issued in the
form of one or more Registered Global Securities that will be deposited with
and registered in the name of a Depositary or its nominee identified in the
Applicable Prospectus Supplement. In such case, one or more Registered Global
Securities will be issued in a denomination or aggregate denominations equal to
the portion of the aggregate principal amount of outstanding registered Debt
Securities of the series to be represented by such Registered Global Security
or Securities. Unless and until it is exchanged in whole or in part for Debt
Securities in definitive registered form, a Registered Global Security may not
be transferred except as a whole by the Depositary for such Registered Global
Security to a nominee of such Depositary, or by such a nominee to such
Depositary or to another nominee of such Depositary, or by such Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary. (Section 2.8 of the Indenture.)
The specific terms of the depositary arrangement with respect to
any portion of a series of Debt Securities to be represented by a Registered
Global Security will be described in the Applicable Prospectus Supplement. The
Company anticipates that the following provisions will apply to all depositary
arrangements.
Ownership of beneficial interests in a Registered Global Security
will be limited to persons that have accounts with the Depositary for such
Registered Global Security ("participants") or persons holding interests
through participants. Upon the issuance of a Registered Global Security, the
Depositary for such Registered Global Security will credit, on its book-entry
registration and transfer system, the participants' accounts with the
respective principal amounts of the Debt Securities represented by such
Registered Global Security beneficially owned by such participants. The
accounts to be credited shall be designated by any dealers, underwriters or
agents participating in the distribution of such Debt Securities. Ownership of
beneficial interests in such Registered Global Security will be shown on, and
the transfer of such ownership interests will be effected only through, records
maintained by the Depositary for such Registered Global Security (with respect
to interests of participants) and on the records of participants (with respect
to interests of persons holding through participants). The laws of some states
may require that certain purchasers of securities take physical delivery of
such securities in definitive form. Such limits and such laws may impair the
ability to own, transfer or pledge beneficial interests in Registered Global
Securities.
So long as the Depositary for a Registered Global Security, or its
nominee, is the registered owner of such Registered Global Security, such
Depositary or such nominee, as the case may be, will be considered the sole
owner or holder of the Debt Securities represented by such Registered Global
Security for all purposes under the Indenture. Except as set forth below,
owners of beneficial interests in a Registered Global Security will not be
entitled to have the Debt Securities represented by such Registered Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of such Debt Securities in definitive form and will not be
considered the owners or
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<PAGE> 9
holders thereof under the Indenture. Accordingly, each person owning a
beneficial interest in a Registered Global Security must rely on the procedures
of the Depositary for such Registered Global Security and, if such person is
not a participant, on the procedures of the participant through which such
person owns its interests, to exercise any rights of a holder under the
Indenture. The Company understands that under existing industry practices, if
the Company requests any action of holders or if an owner of a beneficial
interest in a Registered Global Security desires to give or take any action
which a holder is entitled to give or take under the applicable Indenture, the
Depositary for such Registered Global Security would authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants would authorize beneficial owners owning through such participants
to give or take such action or would otherwise act upon the instructions of
beneficial owners holding through them.
Principal, premium, if any, and interest payments on Debt
Securities represented by a Registered Global Security registered in the name
of a Depositary or its nominee will be made to such Depositary or its nominee,
as the case may be, as the registered owner of such Registered Global Security.
None of the Company, the Trustee or any other agent of the Company or agent of
the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in such Registered Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities
represented by a Registered Global Security, upon receipt of any payment of
principal, premium or interest in respect of such Registered Global Security,
will immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in such Registered
Global Security as shown on the records of such Depositary. The Company also
expects that payments by participants to owners of beneficial interests in such
Registered Global Security held through such participants will be governed by
standing customer instructions and customary practices, as is now the case with
the securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such participants.
If the Depositary for any Debt Securities represented by a
Registered Global Security is at any time unwilling or unable to continue as
Depositary or ceases to be a clearing agency registered under the Exchange Act,
and a successor Depositary registered as a clearing agency under the Exchange
Act is not appointed by the Company within 90 days, the Company will issue such
Debt Securities in definitive form in exchange for such Registered Global
Security. In addition, the Company may at any time and in its sole discretion
determine not to have any of the Debt Securities of a series represented by one
or more Registered Global Securities and, in such event, will issue Debt
Securities of such series in definitive form in exchange for all of the
Registered Global Security or Securities representing such Debt Securities.
Any Debt Securities issued in definitive form in exchange for a Registered
Global Security will be registered in such name or names as the Depositary
shall instruct the Trustee. It is expected that such instructions will be
based upon directions received by the Depositary from participants with respect
to ownership of beneficial interests in such Registered Global Security.
CERTAIN COVENANTS OF THE COMPANY
Negative Pledge. If the Company or any Restricted Subsidiary (as
defined below) shall issue, assume, incur or guarantee any debt secured by a
Mortgage on any Principal Manufacturing Property (as defined below) of the
Company or any Restricted Subsidiary or on any shares of capital stock or debt
of any Restricted Subsidiary, the Company will secure, or cause such Restricted
Subsidiary to secure, the outstanding Debt Securities equally and ratably with
such secured debt, unless after giving effect thereto the aggregate amount of
all
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such secured debt together with all Attributable Debt (as defined below) of the
Company and its Subsidiaries in respect of sale and leaseback transactions
involving Principal Manufacturing Properties would not exceed 10% of the
Consolidated Net Tangible Assets (as defined below) of the Company and its
consolidated Subsidiaries. This restriction will not apply in the case of (a)
the creation of Mortgages on any Principal Manufacturing Property acquired by
the Company or a Restricted Subsidiary after the date of the Indenture to
secure or provide for the payment of financing of all or any part of the
purchase price thereof or construction of fixed improvements thereon (prior
to, at the time of or within 120 days after the latest of the acquisition,
completion of construction or commencement of commercial operation thereof), or
existing Mortgages upon any Principal Manufacturing Property acquired by the
Company or a Restricted Subsidiary (whether or not such Mortgages are assumed),
provided the Mortgage shall not apply to any property theretofore owned by the
Company or a Restricted Subsidiary, other than any theretofore unimproved real
property; (b) the assumption of any Mortgages on any Principal Manufacturing
Property of a corporation which is merged into or consolidated with the Company
or a Restricted Subsidiary or substantially all of the assets of which are
acquired by the Company or a Restricted Subsidiary; (c) Mortgages in favor of
governmental bodies of the United States or any State thereof or any other
country or any political subdivision thereof to secure partial, progress or
advance payments pursuant to any contract or statute, or to secure any debt
incurred or guaranteed for the purpose of financing all or any part of the cost
of acquiring, constructing or improving the property subject to such Mortgages;
(d) Mortgages on particular property (or any proceeds of the sale thereof) to
secure all or any part of the cost of exploration, drilling, mining or
development thereof intended to obtain or materially increase the production
and sale or other disposition of oil, gas, coal, uranium, copper or other
minerals therefrom, or any debt created, issued, assumed or guaranteed to
provide funds for any or all such purposes; (e) Mortgages securing debt of a
Restricted Subsidiary owing to the Company or another Restricted Subsidiary;
and (f) certain extensions, renewals or replacements of Mortgages referred to
in the foregoing clauses. (Section 3.6 of the Indenture.) The Indenture will
not restrict the incurrence of unsecured debt by the Company or its
Subsidiaries.
Restrictions on Sale and Leaseback Transactions. Neither the
Company nor any Restricted Subsidiary may, after the effective date of the
Indenture, enter into any sale and leaseback transaction involving any
Principal Manufacturing Property which has been or is to be sold or transferred
by the Company or any Restricted Subsidiary, unless (a) the Company or such
Restricted Subsidiary would be entitled to create debt secured by a Mortgage on
such property as described in clauses (a)-(f) under "Negative Pledge" in an
amount equal to the Attributable Debt with respect to the sale and leaseback
transaction without equally and ratably securing the outstanding Debt
Securities; (b) during the period commencing 12 months prior to and ending 12
months after a sale and leaseback transaction, the Company or a Restricted
Subsidiary expends for facilities comprising a Principal Manufacturing Property
(or part thereof) all or a part of the net proceeds of such sale and leaseback
transaction and elects to designate such amount as a credit against such sale
and leaseback transaction; or (c) to the extent not credited as described
above, the Company applies to the retirement of long-term indebtedness of the
Company or any Restricted Subsidiary an amount equal to the Attributable Debt
with respect to such sale and leaseback transaction. (Section 3.6 of the
Indenture.) This restriction will not apply to any sale and leaseback
transaction (a) between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries, (b) involving the taking back of a lease for a period
of three years or less, or (c) if after giving effect to a sale and leaseback
transaction, permitted secured debt plus Attributable Debt of the Company and
its Subsidiaries in respect of sale and leaseback transactions involving
Principal Manufacturing Properties would not exceed 10% of the Consolidated
Net Tangible Assets of the Company and its consolidated Subsidiaries.
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Except as may be described in a Prospectus Supplement applicable
to a particular series of Debt Securities, there are no covenants or other
provisions in the Indenture providing for a put or increased interest or
otherwise that would afford holders of Debt Securities additional protection in
the event of a recapitalization transaction, a change of control of the Company
or a highly leveraged transaction.
"Principal Manufacturing Property" means any manufacturing plant
or any testing or research and development facility of the Company or a
Subsidiary located in the United States or Puerto Rico unless the Board of
Directors of the Company determines that such plant or facility is not of
material importance to the total business conducted by the Company and its
consolidated Subsidiaries. (Section 1.1 of the Indenture.)
"Attributable Debt" means the total net amount of rent required to
be paid during the remaining term of any lease, discounted at the weighted
average rate per annum then borne by the outstanding Debt Securities. (Section
1.1 of the Indenture.)
"Consolidated Net Tangible Assets" means the total assets shown on
the most recent audited annual consolidated balance sheet of the Company and
its consolidated Subsidiaries, after deducting the amount of all current
liabilities and intangible assets. (Section 1.1 of the Indenture.)
"Subsidiary" means any corporation, partnership or other entity of
which more than 50% of the outstanding voting stock or interests is directly or
indirectly owned or controlled by the Company. (Section 1.1 of the Indenture.)
"Restricted Subsidiary" means any Subsidiary owning or leasing any
Principal Manufacturing Property or otherwise designated by the Board of
Directors of the Company to be a Restricted Subsidiary. (Section 1.1 of the
Indenture.) As of the date of this Prospectus, no Subsidiary of the Company is
a "Restricted Subsidiary."
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may not consolidate with or merge into any other
person or transfer or lease substantially all of its assets to any person and
may not permit any person to merge into or consolidate with the Company, unless
(i) either the Company is the continuing entity or the successor or purchaser
is a corporation organized under the laws of the United States, any State
thereof or the District of Columbia and expressly assumes the Company's
obligations under the Debt Securities and the Indenture, and (ii) immediately
after giving effect to the transaction no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default,
exists. (Section 9.1 of the Indenture.) Upon any such consolidation, merger
or sale, the successor corporation formed by such consolidation, or into which
the Company is merged or to which such sale is made, shall succeed to, and be
substituted for the Company under the Indenture and under the Debt Securities.
(Section 9.2 of the Indenture.)
EVENTS OF DEFAULT
Any one of the following events will constitute an Event of
Default under the Indenture with respect to Debt Securities of any series: (i)
failure to pay any interest on any Debt Security of that series when due and
continuance of such default for 30 days; (ii) failure to pay principal of or
any premium on any Debt Security of that series when due, either at maturity,
upon any redemption, by declaration or otherwise; (iii) failure to observe or
perform any other of the covenants or agreements of the Company in the
Indenture (other than a covenant the default or breach of which is otherwise
specifically dealt with in the Indenture) continued for 60 days after written
notice as provided in the Indenture; (iv) certain events of bankruptcy,
insolvency or reorganization of the
-10-
<PAGE> 12
Company; or (v) any other Event of Default provided in a supplemental indenture
with respect to Debt Securities of that series. (Section 5.1 of the
Indenture.)
If any Event of Default with respect to the Debt Securities of any
series occurs and is continuing, either the Trustee or the holders of at least
25% in aggregate principal amount of the outstanding Debt Securities of that
series, by written notice to the Company (and to the Trustee if given by such
holders of Debt Securities), may declare the principal amount (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the Applicable
Prospectus Supplement) and accrued interest of all the Debt Securities of that
series to be due and payable immediately. At any time after a declaration of
acceleration with respect to Debt Securities of any series has been made, but
before a judgment or decree based on such acceleration has been obtained, the
holders of a majority in aggregate principal amount of outstanding Debt
Securities of that series may, under certain circumstances, rescind and annul
such acceleration. (Section 5.01 of the Indenture.)
The Indenture provides that the Trustee will, within 90 days after
the occurrence of a default with respect to the Debt Securities of any series,
give to the holders of the Debt Securities of that series notice of all
defaults known to it unless such default shall have been cured or waived;
provided that except in the case of a default in payment on the Debt Securities
of that series, the Trustee may withhold the notice if and so long as it in
good faith determines that withholding such notice is in the interests of the
holders of the Debt Securities of that series. (Section 5.11 of the
Indenture.)
The Indenture provides that the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of each series affected
(with each such series voting as a class) may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee for such
series, or exercising any trust or power conferred on such Trustee. (Section
5.9 of the Indenture.)
The holders of a majority in aggregate principal amount
outstanding of any series of Debt Securities by notice to the Trustee may
waive, on behalf of the holders of all Debt Securities of such series, any past
default or Event of Default with respect to that series and its consequences
except in respect of a covenant or provision of the Indenture which cannot
under the terms of the Indenture be amended or modified without the consent of
the holder of each outstanding Debt Security affected. (Section 5.10 of the
Indenture.)
The Indenture includes a covenant that the Company will file
annually with the Trustee a certificate as to the Company's compliance with all
conditions and covenants of the Indenture. (Section 3.5 of the Indenture.)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the
Trustee to enter into one or more supplemental indentures without the consent
of the holders of any of the Debt Securities in order (i) to transfer or pledge
any property to the Trustee as security for the Debt Securities of any series;
(ii) to evidence the succession of another corporation to the Company and the
assumption of the covenants of the Company by a successor to the Company; (iii)
to add to the covenants of the Company such further covenants or provisions so
as to further protect the holders of Debt Securities; (iv) to establish the
form or terms of Debt Securities; (v) to evidence and provide for successor
Trustees; or (vi) to cure any ambiguity or correct or supplement any defective
provisions or to make any other provisions as the Company deems necessary or
desirable, provided such action does not adversely affect the interests of any
holder of Debt Securities of any series. (Section 8.1 of the Indenture.)
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<PAGE> 13
The Indenture also contains provisions permitting the Company and
the Trustee, with the consent of the holders of a majority in aggregate
principal amount of the outstanding Debt Securities affected by such
supplemental indenture (voting as one class), to execute supplemental
indentures adding any provisions to or changing or eliminating any of the
provisions of the Indenture or any supplemental indenture or modifying the
rights of the holders of Debt Securities of such series, except that no such
supplemental indenture may, without the consent of the holder of each Debt
Security so affected, (i) extend the time for payment of principal or premium,
if any, or interest on any Debt Security; (ii) reduce the principal of, or the
rate of interest on, any Debt Security; (iii) reduce the amount of premium, if
any, payable upon the redemption of any Debt Security; (iv) reduce the amount
of principal payable upon acceleration of the maturity of any Original Issue
Discount Security; (v) change the currency or currency unit in which any Debt
Security or any premium or interest thereon is payable; (vi) impair the right
to institute suit for the enforcement of any payment on or with respect to any
Debt Security; or (vii) reduce the percentage in principal amount of the
outstanding Debt Securities affected thereby the consent of whose holders is
required for modification or amendment of the Indenture. (Section 8.2 of the
Indenture.)
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that the Company, at its option, (a) will
be discharged from any and all obligations in respect of the Debt Securities of
any series (except for certain obligations to register the transfer or
exchange of Debt Securities of such series, replace stolen, lost or mutilated
Debt Securities of such series, maintain paying agencies and hold moneys for
payment in trust) ("defeasance") or (b) need not comply with certain covenants
of the Indenture, including those described under "Certain Covenants of the
Company" and "Consolidation, Merger and Sale of Assets," and the occurrence of
an event described in clause (iii) under "Events of Default" shall no longer be
an Event of Default ("covenant defeasance"), in each case, if the Company
deposits, in trust, with the Trustee money or U.S. Government Obligations (as
defined below) which through the payment of interest and principal in
accordance with their terms will provide money, in an amount sufficient to pay
all the principal of (and premium, if any) and interest on the Debt Securities
of such series, and any mandatory sinking fund or analogous payments, on the
dates such payments are due in accordance with the terms of the Debt Securities
of such series. Such defeasance or covenant defeasance may only be established
if, among other things, (i) no Event of Default or event which with the giving
of notice or lapse of time, or both, would become an Event of Default under the
Indenture shall have occurred and be continuing on the date of such deposit,
and (ii) the Company shall have delivered an opinion of counsel to the effect
that the holders of Debt Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit or defeasance and will
be subject to Federal income tax on the same amount, in the same manner and at
the same times as if such defeasance had not occurred. In the case of
defeasance as described in clause (a) above, such opinion of counsel must be
based upon a ruling of the Internal Revenue Service or a change in applicable
Federal income tax law occurring after the date of the Indenture. "U.S.
Government Obligations" means obligations issued or guaranteed as to principal
and interest by the United States or by an entity controlled or supervised by
or acting as an instrumentality of the United States Government. (Article Ten)
THE TRUSTEE
The First National Bank of Chicago is the Trustee under the
Indenture. The Company may also maintain banking and other commercial
relationships with the Trustee in the ordinary course of business.
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<PAGE> 14
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby
through agents, underwriters and dealers and may sell Debt Securities to other
purchasers directly. The distribution of the Debt Securities may be effected
from time to time in one or more transactions at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
Offers to purchase Debt Securities may be solicited by agents
designated by the Company from time to time. Any such agent (who may be deemed
to be an underwriter, as that term is defined in the Securities Act) involved
in the offer or sale of the Debt Securities in respect of which this Prospectus
is delivered will be named, and any commissions payable by the Company to such
agent set forth, in the Applicable Prospectus Supplement. Unless otherwise
indicated in the Applicable Prospectus Supplement, any such agent will be
acting on a reasonable efforts basis for the period of its appointment.
If any underwriters are utilized in the sale of the Debt
Securities in respect of which this Prospectus is delivered, the Company will
enter into an underwriting agreement with such underwriters at the time of sale
to them, and the names of the underwriters and the terms of the transaction,
including commissions, discounts or other compensation to the underwriters,
will be set forth in the Applicable Prospectus Supplement used by the
underwriters to make resales of the Debt Securities. If underwriters are
utilized in the sale of the Debt Securities in respect of which this Prospectus
is delivered, the Debt Securities will be acquired by the underwriters for
their own account and may be resold from time to time in one or more
transactions at fixed public offering prices, at varying prices determined by
the underwriter at the time of sale, or in negotiated transactions. Unless
otherwise indicated in the Prospectus Supplement, the underwriting agreement
will provide that the obligations of the underwriters are subject to certain
conditions precedent and that the underwriters with respect to a sale of Debt
Securities will be obligated to purchase all such Debt Securities if any are
purchased.
If dealers are utilized in the sale of the Debt Securities in
respect of which this Prospectus is delivered, the Company will sell such Debt
Securities to such dealers as principal. The dealers may then resell such Debt
Securities to the public at varying prices to be determined by such dealers at
the time of resale. Any such dealer may be deemed to be an underwriter, as
such term is defined in the Securities Act, of the Debt Securities so offered
and sold. The name of any dealer and the terms of the transaction will be set
forth in the Applicable Prospectus Supplement.
Agents, underwriters and dealers may be entitled under relevant
agreements that may be entered into with the Company to indemnification or
contribution by the Company against certain civil liabilities, including
liabilities under the Securities Act. Such agents, underwriters and dealers
(or their affiliates) may be customers of, engage in transactions with or
perform services for the Company in the ordinary course of business.
Debt Securities may also be offered and sold, if so indicated in
the Applicable Prospectus Supplement, in connection with a remarketing upon
their purchase, in accordance with a redemption or repayment pursuant to their
terms, or otherwise, by one or more firms ("remarketing firms"), acting as
principals for their own accounts or as agents for the Company. Any
remarketing firm will be identified and the terms of its agreement, if any,
with the Company and its compensation will be described in the Applicable
Prospectus Supplement. Remarketing firms may be deemed to be underwriters, as
such term is defined in the Securities Act, in connection with the Debt
Securities remarketed. Remarketing firms may be entitled under agreements
which may be entered into with the Company to indemnification or contribution
by the Company against certain civil liabilities, including liabilities under
the Securities Act, and may be
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<PAGE> 15
customers of, engage in transactions with or perform services for the Company
in the ordinary course of business.
If so indicated in the Applicable Prospectus Supplement, the
Company may authorize agents, underwriters or dealers to solicit offers by
certain institutions to purchase Debt Securities from the Company at the public
offering prices set forth in the Applicable Prospectus Supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date or dates. A commission indicated in the Applicable Prospectus Supplement
will be paid to underwriters, dealers and agents soliciting purchases of Debt
Securities pursuant to delayed delivery contracts accepted by the Company.
The Debt Securities are not proposed to be listed on a securities
exchange, and no underwriters or dealers will be obligated to make a market in
the Debt Securities. The Company cannot predict the activity or liquidity of
any trading in the Debt Securities.
LEGAL MATTERS
Certain legal matters in connection with the Debt Securities to be
offered hereby, including their validity, will be passed upon for the Company
by Squire, Sanders & Dempsey, Cleveland, Ohio. Unless otherwise specified in
the Prospectus Supplement, certain legal matters in connection with the Debt
Securities to be offered hereby will be passed upon for the underwriters by
Davis Polk & Wardwell, New York, New York.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedules incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended December 31, 1992
have been audited by Deloitte & Touche, independent auditors, as stated in
their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
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<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits.
<TABLE>
<S> <C> <C>
*(1) -- Form of Underwriting Agreement.
*(4)(a) -- Form of Indenture between the Company and The First
National Bank of Chicago, as Trustee.
*(4)(b) -- Form of Debt Security.
*(5) -- Opinion of Squire, Sanders & Dempsey.
*(12) -- Computation of Ratio of Earnings to Fixed Charges.
(24)(a) -- Consent of Deloitte & Touche.
*(24)(b) -- Consent of Counsel (included in Exhibit 5).
*(25) -- Power of Attorney.
*(26) -- Statement of Eligibility on Form T-1 under the
Trust Indenture Act of 1939, as amended, of The
First National Bank of Chicago.
_____________________
* Previously filed.
</TABLE>
- II-1 -
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
The Lubrizol Corporation certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has duly caused
this amendment to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wickliffe, State of
Ohio, on this 11th day of January, 1994.
<TABLE>
<S> <C>
THE LUBRIZOL CORPORATION
By: /s / L. E. Coleman
--------------------------------
L. E. Coleman, Chairman of the
Board and Chief Executive Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1933,
this amendment to registration statement has been signed on January 11, 1994,
by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C> <C>
L. E. Coleman* Chairman of the Board and Chief Executive
---------------------- Officer and Director (Principal Executive Officer)
L. E. Coleman
R. A. Andreas* Vice President and Chief Financial Officer
---------------------- (Principal Financial Officer)
R. A. Andreas
John R. Ahern* Controller
---------------------- (Principal Accounting Officer)
John R. Ahern
W. G. Bares* President, Chief Operating Officer and Director
----------------------
W. G. Bares
Edward F. Bell* Director
----------------------
Edward F. Bell
Peggy Gordon Elliott* Director
----------------------
Peggy Gordon Elliott
David H. Hoag* Director
----------------------
David H. Hoag
Thomas C. MacAvoy* Director
----------------------
Thomas C. MacAvoy
William P. Madar* Director
----------------------
William P. Madar
Richard A. Miller* Director
----------------------
Richard A. Miller
Ronald A. Mitsch* Director
----------------------
Ronald A. Mitsch
Renold D. Thompson* Director
----------------------
Renold D. Thompson
Karl E. Ware* Director
----------------------
Karl E. Ware
* By:/s/ R. A. Andreas
--------------------------------
R. A. Andreas, Attorney-in-Fact
</TABLE>
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<PAGE> 1
EXHIBIT NO. 24a
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Pre-Effective Amendment
No. 3 to Registration Statement No. 33-68246 of The Lubrizol Corporation on
Form S-3 of our reports dated February 16, 1993, appearing in and incorporated
by reference in the Annual Report on Form 10-K of The Lubrizol Corporation for
the year ended December 31, 1992, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of such Registration Statement.
DELOITTE & TOUCHE
January 11, 1994
Cleveland, Ohio
