<PAGE> 1
AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON JULY __, 1995 REGISTRATION NO. __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
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
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
================================================================================================================================
Title of Proposed maximum Proposed maximum Amount of
securities to be Amount to be offering price per aggregate offering registration
registered(1) registered share(2) price(2) fee(2)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares without
par value........ 1,400,000 $36.5625 $51,187,500 $17,650.87
================================================================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Based on the average of high and low prices of securities of the same
class on the New York Stock Exchange on July 13, 1995, pursuant to Rule
457(h) under the Securities Act of 1933.
================================================================================================================================
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- ------------------------------------------------
The Lubrizol Corporation (the "Company") incorporates by reference into
this registration statement the following documents:
(a)(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
(a)(2) The Annual Report on Form 11-K for the nine-month transition
period ended December 31, 1994 for the Company's Employees'
Stock Purchase and Savings Plan (the predecessor to the
Company's Employees' Profit Sharing and Savings Plan).
(b)(1) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1995.
(b)(2) The Company's Current Report on Form 8-K dated June 15, 1995.
(c) The description of the common shares without par value of the
Company contained in Item 2 of the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1991.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment that
indicates all securities offered have been sold, or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
- -----------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
- --------------------------------------------------
The Regulations of the Company provide that the Company shall indemnify
any present or former director or officer of the Company against expenses,
including attorneys' fees,
- 2 -
<PAGE> 3
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him by reason of the fact that said person was such director or
officer, in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, to the
full extent permitted by applicable law.
Ohio Revised Code Section 1701.13 permits indemnification of such persons
with respect to such matters, other than an action by or in the right of the
Company, if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In the case of an action
brought by or in the right of the Company, such Ohio Revised Code section
permits indemnification of such persons against expenses, including attorneys'
fees, actually and reasonably incurred by such person in connection with the
settlement or defense of such action if such person acted in good faith and in
a manner that such person reasonably believed to be in or not opposed to the
best interests of the Company, subject to certain exceptions, including an
exception for a matter as to which such person is adjudged to be liable for
negligence or misconduct in the performance of such person's duty to the
Company, unless the court in which such action was brought determines that such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.
Each director and officer of the Company is a party to an indemnification
agreement with the Company, which agreement provides that the Company will
indemnify such officer or director against expenses, including, without
limitation, attorneys' fees, judgments, fines, and amounts paid in settlement,
in connection with any claim against such officer or director arising out of
such person's being an officer or director the Company, to the full extent
provided by (i) the Company's bylaws, regulations or Articles of Incorporation,
as in effect on the date of the agreement or at the time expenses are incurred,
(ii) Ohio law or the law governing the Company at the time the expenses are
incurred, or (iii) insurance maintained by the Company, at the option of such
officer or director. The Company has also agreed to maintain directors' and
officers' liability insurance so long as such insurance is available on a basis
acceptable to the Company, and to advance funds for expenses, provided the
officer or director agrees to reimburse the Company if such officer or director
is ultimately found not to be entitled to such indemnifications.
The Company maintains insurance policies that insure the Company's
directors and officers against certain liabilities (excluding fines and
penalties imposed by law) which might be incurred by them in such capacities
and insure the Company for amounts which may be paid by it (up to the limits of
such policies) to indemnify the directors and officers covered by the policies.
Item 7.
- -------
Not applicable.
- 3 -
<PAGE> 4
Item 8. Exhibits
- -----------------
(4)(a) Article Fourth of Amended Articles of Incorporation of The
Lubrizol Corporation, as adopted September 23, 1991. (Reference
is made to Exhibit (3)(a) 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)(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.
- 4 -
<PAGE> 5
(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.
Item 9. Undertakings
- ---------------------
(a) The Company hereby undertakes:
(1) To file, during any period in which offers and sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Act"), each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Act, each filing of its annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act, and each filing of
the plan's annual report pursuant to section 15(d) of the Exchange Act,
that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the
Company, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
- 5 -
<PAGE> 6
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
- 6 -
<PAGE> 7
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 registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wickliffe, State of Ohio, on July 18,
1995.
THE LUBRIZOL CORPORATION
By: /s/ R. A. Andreas
-----------------------------------------
R. A. Andreas, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 18, 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>
- 7 -
<PAGE> 8
<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>
- 8 -
<PAGE> 9
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the plan has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Wickliffe, State
of Ohio, on July 18, 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
- 9 -
<PAGE> 10
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
(4)(a) Article Fourth of Amended Articles of Incorporation of The Lubrizol
Corporation, as adopted September 23, 1991. (Reference is made to
Exhibit (3)(a) 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)(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> 11
(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.
<PAGE> 1
Exhibit (5)(b)
INTERNAL REVENUE SERVICE DEPARTMENT OF TREASURY
DISTRICT DIRECTOR
P. O. BOX 2508
CINCINNATI, OH 45201 Employer Identification Number:
34-0367600
Date: JUN 19 1995 File Folder Number:
340003703
THE LUBRIZOL CORPORATION Person to Contact:
C/O LESLIE M. REYNOLDS CATHERINE WAITE
29400 LAKELAND BOULEVARD Contact Telephone Number:
WICKLIFFE, OH 44092 (513) 684-3079
Plan Name:
THE LUBRIZOL CORPORATION EMPLOYEES'
PROFIT SHARING AND SAVINGS PLAN
Plan Number: 003
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This plan is an employee stock ownership plan with a cash or deferred
arrangement described in Code section 401(k).
This plan satisfies the requirements of Code section 4975(e)(7).
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
Letter 835 (DO/CG)
<PAGE> 2
2
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b).
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person whose
name and telephone number are shown above.
Sincerely yours,
/s/ C. Ashley Bullard
C. Ashley Bullard
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
Letter 835 (DO/CG)
<PAGE> 3
3
THE LUBRIZOL CORPORATION
This determination is conditioned upon your adoption of the proposed
restated plan as submitted with your or your representative's letter dated
12/28/94. The proposed plan should be adopted on or before the date
prescribed by the regulations under Code section 401(b).
<PAGE> 1
Exhibit (23)(a)
INDEPENDENT AUDITORS' CONSENT
The Lubrizol Corporation:
We consent to the incorporation by reference in this Registration Statement of
The Lubrizol Corporation on Form S-8 of our report dated February 14, 1995,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
The Lubrizol Corporation for the year ended December 31, 1994, and our report
dated May 23, 1995, appearing in the Annual Report on Form 11-K of The Lubrizol
Corporation Employees' Stock Purchase and Savings Plan for the nine month
period ended December 31, 1994.
DELOITTE & TOUCHE LLP
Cleveland, Ohio
July 14, 1995
<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 of 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 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 of 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 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
