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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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THE LUBRIZOL CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
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(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
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previously. Identify the previous filing by registration statement number,
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[LUBRIZOL LETTERHEAD]
March 31, 1999
Dear Lubrizol Shareholder:
You have probably recently received a letter from TIAA-CREF (CREF)
regarding a proposal pertaining to Lubrizol's shareholder rights plan. CREF is a
large pension fund that owns 1.6% of Lubrizol common stock. Its shareholder
proposal and Lubrizol's response to this proposal are contained in the proxy
statement for the annual meeting, which you should be receiving by mail.
In their letter to you, CREF made several assertions about Lubrizol and
its Board of Directors, which need to be clarified.
The provision in Lubrizol's shareholder rights plan, which CREF finds
objectionable, does not, nor is intended to, disenfranchise shareholders. On the
contrary, it is designed to protect the interests of ALL shareholders in
situations where conflicts of interest can occur during an unfriendly takeover
attempt. The shareholder rights plan and its provisions are in place for the
purpose of encouraging a potential bidder to sit down with the Board of
Directors to obtain the highest possible value for ALL shareholders.
Lubrizol does not object to the right of CREF to present its proposal
to shareholders. However, Lubrizol did request the SEC to exclude CREF's
original proposal from the proxy on the grounds that it was false and
misleading. Any shareholder proposal must accurately represent both facts and
information and distinguish them from opinion. As a result of Lubrizol's
request, the SEC directed CREF to modify its original proposal in eight separate
areas. The CREF proposal in the proxy statement reflects these changes.
CREF argues that Lubrizol is struggling and points to five-year stock
price data as evidence. This data is heavily weighted by Lubrizol's poor
financial performance in 1998. The reasons for this performance relate primarily
to the conditions being experienced by all companies within the lubricant
additives industry over the past 18 months. These conditions are explained in
detail in the 1998 Annual Report, which you will be receiving with your proxy
materials. Your Board of Directors and management are working hard to improve
our operations in response to these changing industry conditions, and they are
totally committed to increasing shareholder value for the long term. Lubrizol's
Board has no intention of entrenching itself, nor usurping your rights as
shareholders. Rather, its fiduciary responsibility demands that it protect the
rights of ALL shareholders, and its actions in this matter have been designed to
carry out that responsibility.
The Board of Directors recommends a vote AGAINST the CREF proposal. It
also urges you to vote FOR Lubrizol's director nominees at the 1999 Annual
Meeting.
Sincerely,
/s/ K. H. Hopping
K. H. Hopping
Vice President and Secretary
