<PAGE> 1
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 incorporation (I.R.S. Employer
or organization) Identification No.)
29400 Lakeland Boulevard, Wickliffe, Ohio 44092
(Address of Principal Executive Offices Including Zip Code)
THE LUBRIZOL CORPORATION 1991 STOCK INCENTIVE PLAN
(Full title of the plan)
Leslie M. Reynolds, Esq.
Assistant Secretary and Counsel
The Lubrizol Corporation
29400 Lakeland Boulevard
Wickliffe, Ohio 44092
(Name and address of agent for service)
(440) 347-5645
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered. unit (1) price (1) registration fees
(2)
<S> <C> <C> <C> <C>
Common Shares without 4,000,000 $22.8438 $91,375,200 $24,123.05
par value
----------------------- --------------------- -------------------- --------------------- --------------------
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(1) Based on the average of high and low prices of securities of the same class
on the New York Stock Exchange on July 21, 2000.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933.
Page 1 of 4
Exhibit Index on Page 4
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Part II
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 33-42211 on Form S-8 as filed by The Lubrizol
Corporation (the "Registrant") with the Securities and Exchange Commission on
August 19, 1991, are incorporated herein by reference.
Item 8. Exhibits
(4)(a) Amendment to Article Fourth of Amended Articles of
Incorporation. (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, 1999, which Exhibits are
incorporated herein by reference).
(4)(b) Indenture dated as of November 25, 1998, between The Lubrizol
Corporation and The First National Bank of Chicago as Trustee.
(Reference is made to Exhibit (4)(b) to The Lubrizol
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998, which Exhibit is incorporated herein by
reference).
(4)(c) Amended and Restated Rights Agreement between The Lubrizol
Corporation and American Stock Transfer & Trust Company dated
as of July 26, 1999. (Reference is made to Exhibit 4.1 to The
Lubrizol Corporation's Registration Statement on Form 8-A/A
dated August 17, 1999, which Exhibit is incorporated herein by
reference).
(5) No opinion of counsel as to the legality of the securities is
filed herewith since such securities are not expected to be
original issuance securities.
(23)(a) Consent of Independent Auditors
(24) Powers of attorney
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certificates 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 27, 2000.
THE LUBRIZOL CORPORATION
/s/ Leslie M. Reynolds
------------------------------
Leslie M. Reynolds
Assistant Secretary and Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Page 2 of 4
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Signature Title
--------- -----
___________________* Chairman of the Board,
W. G. Bares Chief Executive Officer, President
and Director
___________________* Vice President,
Charles P. Cooley Chief Financial Officer and Treasurer
___________________* Controller, Accounting and Financial
John R. Ahern Reporting (Principal Financial Officer)
___________________* Director
Jerald A. Blumberg
___________________* Director
Peggy Gordon Elliott
___________________* Director
Forest J. Farmer, Sr.
___________________* Director
Gordon D. Harnett
___________________* Director
Victoria F. Haynes
___________________* Director
David H. Hoag
___________________* Director
William P. Madar
___________________* Director
Ronald A. Mitsch
___________________* Director
M. Thomas Moore
___________________* Director
Daniel E. Somers
* Leslie M. Reynolds, the undersigned attorney-in-fact, by signing her
name hereto, does hereby sign and execute this Registration Statement on behalf
of the above indicated officers and directors thereof pursuant to a power of
attorney filed with the Securities and Exchange Commission.
July 27, 2000 By: /s/ Leslie M. Reynolds
------------------------------------
Leslie M. Reynolds, Attorney-in-Fact
Page 3 of 4
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EXHIBIT INDEX
(4)(a) Amendment to Article Fourth of Amended Articles of
Incorporation. (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, 1999, which Exhibits are
incorporated herein by reference).
(4)(b) Indenture dated as of November 25, 1998, between The Lubrizol
Corporation and The First National Bank of Chicago as Trustee.
(Reference is made to Exhibit (4)(b) to The Lubrizol
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998, which Exhibit is incorporated herein by
reference).
(4)(c) Amended and Restated Rights Agreement between The Lubrizol
Corporation and American Stock Transfer & Trust Company dated
as of July 26, 1999. (Reference is made to Exhibit 4.1 to The
Lubrizol Corporation's Registration Statement on Form 8-A/A
dated August 17, 1999, which Exhibit is incorporated herein by
reference).
(5) No opinion of counsel as to the legality of the securities is
filed herewith since such securities are not expected to be
original issuance securities.
(23)(a) Consent of Independent Auditors
(24) Powers of attorney
Page 4 of 4
