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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: August 17, 1999
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 Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
29400 Lakeland Boulevard
Wickliffe, Ohio 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 approved a shareholder rights agreement. Under this rights
agreement, one right was issued for each common share of the Company
to shareholders of record on September 22, 1997. Each of the rights
entitles the holder to purchase from the company one-half of one
common share at a price of $170 per share upon a change of control of
the company.
The rights agreement described circumstances under which the
rights may be redeemed by the company or under which the rights
agreement may be amended. These provisions required a vote of the
majority of members of the Board:
(a) who approved the rights agreement;
(b) who were recommended for nomination as director by a majority
of the members of the Board who approved the agreement; or
(c) who were recommended for nomination as a director by a
majority of the members of the Board described in paragraph (b),
and so on.
On July 26, 1999, the Board of Directors of The Lubrizol
Corporation approved an amendment to the rights agreement to eliminate
these provisions, commonly known as "continuing director" provisions.
After the amendment, the rights agreement allows a majority of the
Board of Directors to redeem the rights or amend the rights agreement.
The amended and restated shareholder rights agreement is filed as
an exhibit to this Form 8-K.
Item 7. Exhibits.
Exhibit No. Description
4.1 Form of Amended and Restated Rights Agreement,
dated as of July 26, 1999, between The Lubrizol
Corporation and American Stock Transfer & Trust
Company, as Rights Agent, which includes thereto
the Form of Rights Certificate (incorporated by
reference to the registrant's Form 8-A/A dated
August 17, 1999.)
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SIGNATURE
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 thereunto duly authorized.
THE LUBRIZOL CORPORATION
Date: August 17, 1999 By: /s/ Kenneth H. Hopping
Name: Kenneth H. Hopping
Title: Vice President and Secretary
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EXHIBIT INDEX
Exhibit No. Description
4.1 Form of Amended and Restated Rights Agreement,
dated as of July 26, 1999, between The Lubrizol
Corporation and American Stock Transfer & Trust
Company, as Rights Agent, which includes thereto
the Form of Rights Certificate (incorporated by
reference to the registrant's Form 8-A/A dated
August 17, 1999.)
