UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: September 22, 1997
THE LUBRIZOL CORPORATION
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(Exact name of registrant as specified in its charter)
OHIO 1-5263 34-0367600
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
29400 Lakeland Boulevard
Wickliffe, OH 44092-2298
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(Address of principal executive offices) (Zip Code)
(440) 943-4200
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On September 22, 1997, the Board of Directors of The
Lubrizol Corporation (the "Company") approved the extension of the
benefits afforded by the Company's existing Shareholders Rights
Plan by adopting a new Shareholders Rights Plan. The new Plan,
like the existing Plan, is intended to promote continuity and
stability, deter coercive or partial offers which will not provide
full and fair value to all shareholders and enhance the Board of
Directors' ability to represent all shareholders and thereby
maximize shareholder value.
Pursuant to the new Rights Agreement between the Company
and American Stock Transfer & Trust Company, as Rights Agent (the
"1997 Rights Agreement"), one right ("Right") will be issued for
each Common Share, without par value, of the Company outstanding to
shareholders of record on September 22, 1997. Each of the new
Rights initially will entitle the registered holder to purchase
from the Company one-half of one Common Share, at a price of $170
per whole share. The Rights generally will not become exercisable
unless and until any person either (a) acquires 20% or more of the
outstanding Common Shares, or (b) commences a tender offer for 20%
or more of the outstanding Common Shares, without the prior
approval of the Board of Directors. The new Rights are generally
redeemable at $0.05 per Right at any time until ten Business Days
following the earlier of (a) a public announcement that a 20% or
greater position in the Company's Common Shares has been acquired
and (b) the commencement of a tender offer for 20% or more of the
outstanding Common Shares. The Rights will expire, unless earlier
redeemed or extended, on October 12, 2007.
A description of the new Rights is set forth in the 1997
Rights Agreement, a copy of which is filed herewith and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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4.1 Rights Agreement, dated as of October 13, 1997,
between The Lubrizol Corporation and American Stock
Transfer & Trust Company, which includes as Exhibit
A thereto the Form of Rights Certificate
(incorporated by reference to the Registrant's Form
8-A dated October 1, 1997).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
THE LUBRIZOL CORPORATION
BY: /s/Gregory P. Lieb
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Gregory P. Lieb
Chief Accounting Officer and
Duly Authorized Signatory of
The Lubirzol Corporation
Dated: October 1, 1997
