<PAGE> 1
AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON JULY 19, 1995 REGISTRATION NO. 033-61091
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
THE LUBRIZOL CORPORATION
(Exact Name of Registrant as specified in its Charter)
OHIO 34-0367600
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
29400 LAKELAND BOULEVARD
WICKLIFFE, OHIO 44092-2298
(Address of Principal Executive Offices) (Zip Code)
____________________
THE LUBRIZOL CORPORATION
EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
(Full Title of the Plan)
_____________________
LESLIE M. REYNOLDS, ESQ.
THE LUBRIZOL CORPORATION
29400 LAKELAND BOULEVARD
WICKLIFFE, OHIO 44092-2298
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent for Service:
(216) 943-4200
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
- -----------------
(4)(a) Article Fourth of Amended Articles of Incorporation of The
Lubrizol Corporation, as amended October 28, 1991. (Reference
is made to Exhibits (3)(a) and (4)(a) to The Lubrizol
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993, which Exhibits are incorporated herein by
reference.)
(4)(b) Rights Agreement between The Lubrizol Corporation and National
City Bank dated October 6, 1987. (Reference is made to Exhibit
(4)(c) to The Lubrizol Corporation's Annual Report on Form 10-K
for the year ended December 31, 1993, which Exhibit is
incorporated herein by reference.)
(4)(c) Amendment to Rights Agreement dated October 6, 1987, between The
Lubrizol Corporation and National City Bank, effective October
24, 1988. (Reference is made to Exhibit (4)(d) to The Lubrizol
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993, which Exhibit is incorporated herein by
reference.)
(4)(d) Special Rights Agreement between The Lubrizol Corporation and
National City Bank dated October 31, 1988. (Reference is made
to Exhibit (4)(e) to The Lubrizol Corporation's Annual Report on
Form 10-K for the year ended December 31, 1993, which Exhibit is
incorporated herein by reference.)
(4)(e) Amendment No. 2 to Rights Agreement dated October 6, 1987, as
amended, between The Lubrizol Corporation and National City
Bank, effective October 28, 1991. (Reference is made to Exhibit
(4)(f) to The Lubrizol Corporation's Annual Report on Form 10-K
for the year ended December 31, 1993, which Exhibit is
incorporated herein by reference.)
(4)(f) Amendment No. 1 to Special Rights Agreement dated October 31,
1988, between The Lubrizol Corporation and National City Bank,
effective October 28, 1991. (Reference is made to Exhibit
(4)(g) to The Lubrizol Corporation's Annual Report on Form 10-K
for the year ended December 31, 1993, which Exhibit is
incorporated herein by reference.)
(5)(a) No opinion of counsel as to the legality of the securities being
registered is filed herewith since such securities are not
expected to be original issuance securities.
- 2 -
<PAGE> 3
*(5)(b) Determination Letter dated June 19, 1995 of the Internal Revenue
Service regarding the qualification under Section 401 of the
Internal Revenue Code of The Lubrizol Corporation Employees'
Profit Sharing and Savings Plan.
*(23)(a) Consent of Deloitte & Touche LLP.
(24) Powers of attorney.
- -------------------
* Previously filed
- 3 -
<PAGE> 4
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 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 July 19, 1995.
THE LUBRIZOL CORPORATION
By: /s/ R. A. Andreas
-----------------------------------------
R. A. Andreas, Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to registration statement has been signed by the following persons in
the capacities indicated on July 19, 1995.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*L. E. Coleman Chairman of the Board,
- --------------------------------------------- Chief Executive Officer
L. E. Coleman and Director (Principal
Executive Officer)
*R. A. Andreas Vice President and Chief
- --------------------------------------------- Financial Officer (Principal
R. A. Andreas Financial Officer)
*G. L. Lieb Controller, Accounting and
- --------------------------------------------- Financial Reporting
G. L. Lieb (Principal Accounting Officer)
*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
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*Gordon D. Harnett Director
- ---------------------------------------------------
Gordon D. Harnett
*David H. Hoag Director
- ---------------------------------------------------
David H. Hoag
*Thomas C. MacAvoy Director
- ---------------------------------------------------
Thomas C. MacAvoy
*William P. Madar Director
- ---------------------------------------------------
William P. Madar
*Richard D. Miller Director
- ---------------------------------------------------
Richard D. Miller
*Ronald A. Mitsch Director
- ---------------------------------------------------
Ronald A. Mitsch
*Renold D. Thompson Director
- ---------------------------------------------------
Renold D. Thompson
*Karl E. Ware Director
- ---------------------------------------------------
Karl E. Ware
<FN>
*By: /s/ L. M. Reynolds
------------------------------------------
L. M. Reynolds, Attorney-in Fact
</TABLE>
- 5 -
<PAGE> 6
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the plan 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 July 19, 1995.
THE LUBRIZOL CORPORATION EMPLOYEES'
PROFIT SHARING AND SAVINGS PLAN
By: Employee Benefits Administrative
Committee, Plan Administrator
By: /s/ R. A. Andreas
----------------------------------
R. A. Andreas
- 6 -
<PAGE> 7
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
(4)(a) Article Fourth of Amended Articles of Incorporation of The Lubrizol
Corporation, as amended October 28, 1991. (Reference is made to
Exhibits (3)(a) and (4)(a) to The Lubrizol Corporation's Annual
Report on Form 10-K for the year ended December 31, 1993, which
Exhibits are incorporated herein by reference.)
(4)(b) Rights Agreement between The Lubrizol Corporation and National City
Bank dated October 6, 1987. (Reference is made to Exhibit (4)(c) to
The Lubrizol Corporation's Annual Report on Form 10-K for the year
ended December 31, 1993, which Exhibit is incorporated herein by
reference.)
(4)(c) Amendment to Rights Agreement dated October 6, 1987, between The
Lubrizol Corporation and National City Bank, effective October 24,
1988. (Reference is made to Exhibit (4)(d) to The Lubrizol
Corporation's Annual Report on Form 10-K for the year ended December
31, 1993, which Exhibit is incorporated herein by reference.)
(4)(d) Special Rights Agreement between The Lubrizol Corporation and
National City Bank dated October 31, 1988. (Reference is made to
Exhibit (4)(3) to The Lubrizol Corporation's Annual Report on Form
10-K for the year ended December 31, 1993, which Exhibit is
incorporated herein by reference.)
(4)(e) Amendment No. 2 to Rights Agreement dated October 6, 1987, as
amended, between The Lubrizol Corporation and National City Bank,
effective October 28, 1991. (Reference is made to Exhibit (4)(f) to
The Lubrizol Corporation's Annual Report on Form 10-K for the year
ended December 31, 1993, which Exhibit is incorporated herein by
reference.)
(4)(f) Amendment No. 1 to Special Rights Agreement dated October 31, 1988,
between The Lubrizol Corporation and National City Bank, effective
October 28, 1992. (Reference is made to Exhibit (4)(g) to The Lubrizol
Corporation's Annual Report on Form 10-K for the year ended December 31,
1993, which Exhibit is incorporated herein by reference.)
(5)(a) No opinion of counsel as to the legality of the securities being
registered is filed herewith since such securities are not expected to
be original issuance securities.
</TABLE>
<PAGE> 8
*(5)(b) Determination Letter dated June 19, 1995 of the Internal
Revenue Service regarding the qualification under Section 401
of the Internal Revenue Code of The Lubrizol Corporation
Employees' Profit Sharing and Savings Plan.
*(23)(a) Consent of Deloitte & Touche LLP.
(24) Powers of attorney.
- --------------------
*Previously filed
<PAGE> 1
Exhibit (24)
THE LUBRIZOL CORPORATION
Power of Attorney of Directors and Officers
-------------------------------------------
The undersigned, a director or officer of The Lubrizol Corporation, an
Ohio corporation, (the "Company"), which anticipates filing with the Securities
and Exchange Commission (the "Commission") under the provisions of the
Securities Act of 1933, as amended, a post-effective amendment to the Company's
Registration Statement on Form S-8 (Registration No. 33-2842) relating to The
Lubrizol Corporation Employees' Profit Sharing and Savings Plan (together with
any and all subsequent post-effective amendments, the "Registration Statement")
for the purpose of registering additional Common Shares without par value of
the Company, to be offered pursuant to such Employees' Profit Sharing and
Savings Plan, does hereby constitute and appoint L. E. Coleman, W. G. Bares, R.
A. Andreas and L. M. Reynolds, and each of them, with full power of
substitution and resubstitution, as his/her attorney-in-fact to execute and
file on behalf of the undersigned, in his/her capacity as a director or officer
of the Company, the Registration Statement and any and all applications or other
documents to be filed with the Commission pertaining to the Registration
Statement or registration contemplated thereby, with full power and authority
to do and perform any and all acts and things whatsoever necessary or desirable
to be done in the premises, as fully as to all intents and purposes as he/she
could do in person, hereby ratifying and approving the acts of said
attorneys-in-fact and any of them and any such substitution.
Executed at Wickliffe, Ohio, this 19th day of June, 1995.
/s/ G. P. Lieb
-----------------------
G. P. Lieb
<PAGE> 2
Exhibit (24)
THE LUBRIZOL CORPORATION
Power of Attorney of Directors
------------------------------
The undersigned, a director or officer of The Lubrizol Corporation, an
Ohio corporation, (the "Company"), which anticipates filing with the Securities
and Exchange Commission (the "Commission") under the provisions of the
Securities Act of 1933, as amended, a post-effective amendment to the Company's
Registration Statement on Form S-8 (Registration No. 33-2842) relating to The
Lubrizol Corporation Employees' Profit Sharing and Savings Plan (together with
any and all subsequent post-effective amendments, the "Registration Statement")
for the purpose of registering additional Common Shares without par value of
the Company, to be offered pursuant to such Employees' Profit Sharing and
Savings Plan, does hereby constitute and appoint L. E. Coleman, W. G. Bares, R.
A. Andreas and L. M. Reynolds, and each of them, with full power of
substitution and resubstitution, as his/her attorney-in-fact to execute and
file on behalf of the undersigned, in his/her capacity as a director or officer
of the Company, the Registration Statement and any and all applications or
other documents to be filed with the Commission pertaining to the Registration
Statement or registration contemplated thereby, with full power and authority
to do and perform any and all acts and things whatsoever necessary or desirable
to be done in the premises, as fully as to all intents and purposes as he/she
could do in person, hereby ratifying and approving the acts of said
attorneys-in-fact and any of them and any such substitution.
Executed at Saratoga, Wyoming, this 18th day of June, 1995.
/s/ W. G. Bares /s/ E. F. Bell
- ------------------------- -------------------------
W. G. Bares Edward F. Bell
/s/ L. E. Coleman /s/ Peggy Gordon Elliott
- ------------------------- -------------------------
L. E. Coleman Peggy Gordon Elliott
/s/ Gordon D. Harnett /s/ David H. Hoag
- ------------------------- -------------------------
Gordon D. Harnett David H. Hoag
/s/ Thomas C. MacAvoy /s/ William P. Madar
- ------------------------- -------------------------
Thomas C. MacAvoy William P. Madar
/s/ Richard A. Miller /s/ R. A. Mitsch
- ------------------------- -------------------------
Richard A. Miller Ronald A. Mitsch
/s/ Renold D. Thompson /s/ Karl E. Ware
- ------------------------- -------------------------
Renold D. Thompson Karl E. Ware
