Registration Statement No. 33-77452
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3 TO REGISTRATION STATEMENT ON FORM S-1
UNDER
THE SECURITIES ACT OF 1933
____________________
ALBEMARLE CORPORATION
(Exact name of Registrant as specified in its Charter)
Virginia 54-1692118
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
330 South Fourth Street
Richmond, Virginia 23219
804-788-6000
(Address including zip code, and telephone number, including
area code of registrant's principal executive offices)
____________________
Floyd D. Gottwald, Jr.
Chairman of the Board and Chief Executive Officer
E. Whitehead Elmore, Esq.
Senior Vice President,
Secretary and General Counsel
Albemarle Corporation
330 South Fourth Street
Richmond, Virginia 23219
804-788-6000
(Name, address and telephone number, including area code, of
agents for service)
With copy to:
Allen C. Goolsby, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
804-788-8200
Approximate date of commencement of proposed sale of the
securities to the public:
From time to time after the effective date of this Registration
Statement
____________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. X
If this form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. _______________
If this form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the
same offering. _______________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.
____________________
The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
P R O S P E C T U S
6,863,416 Shares
Albemarle Corporation
Common Stock
This Prospectus covers up to 6,863,416 shares of Common
Stock (the "Shares") of Albemarle Corporation, a Virginia
corporation (the "Company"). Of the Shares being registered,
3,431,708 shares are owned by Nordley Partners, L.P., a Virginia
limited partnership ("Nordley Partners") and 3,431,708 Shares are
owned by Westham Partners, L.P., a Virginia limited partnership
("Westham Partners"). The Shares are being registered in
connection with the possible resale of those shares by Nordley
Partners or Westham Partners or by commercial banks as pledgees
of the Shares. Nordley Partners and Westham Partners are
collectively referred to as the "Selling Stockholders."
Registration of the Shares enables the Selling Stockholders, or
the commercial banks to whom the Shares are pledged as
collateral, to sell publicly all or a portion of the Shares.
Resales of the Shares may, from time to time, be made on the New
York Stock Exchange ("NYSE"), or other stock exchanges, in
privately negotiated transactions or otherwise. The Selling
Stockholders have advised the Company that they have no present
intention to sell any of the Shares and are restricted from doing
so as long as the Shares are pledged as collateral. See "Selling
Stockholders".
The Common Stock is listed on the NYSE under the trading
symbol ALB. The reported closing price on the NYSE Composite
Transactions, as reported in the Wall Street Journal, on
September 6, 1996 was $17.00 per share.
See "Certain Investment Considerations" for a discussion
of certain risk factors that should be considered in connection
with an investment in the Common Stock offered hereby.
___________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 17, 1996.
AVAILABLE INFORMATION
The Company is subject to the information requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Regional Offices of the
Commission at Suite 1400, Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661 and Seven World Trade
Center, Suite 1300, New York, New York 10048. In addition,
copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Such reports, proxy statements
and other information concerning the Company can also be
inspected at the offices of The New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933 (the "Securities Act") with respect to the
securities offered hereby (the "Shares"). For further
information with respect to the Company and the Shares, reference
is hereby made to such Registration Statement. Statements
contained herein concerning the provisions of certain documents
are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Albemarle's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 1996 and June 30, 1996, and
the Current Report on Form 8-K, dated March 15, 1996, filed
pursuant to Section 13 or 15(d) of the Exchange Act are hereby
incorporated by reference into this Prospectus. All documents
filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein or in any Prospectus
Supplement modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person
to whom a copy of this Prospectus is delivered, on the written or
oral request of such person, a copy of any or all of the
documents referred to above which have been or may be
incorporated by reference into this Prospectus, other than
certain exhibits to such documents. Requests for such copies
should be directed to E. Whitehead Elmore, Senior Vice President,
Secretary and General Counsel, Albemarle Corporation, 330 South
Fourth Street, P.O. Box 2189, Richmond, Virginia 23217
(telephone: (804) 788-6000).
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the
detailed information appearing elsewhere in this Prospectus.
THE COMPANY
The Company was incorporated by Ethyl Corporation
("Ethyl") under the laws of the Commonwealth of Virginia on
November 24, 1993. Thereafter, Ethyl transferred its olefins and
derivatives, bromine chemicals and specialty chemicals businesses
to the Company in exchange for the Company's Common Stock. As of
the close of business on February 28, 1994, Ethyl distributed to
its common shareholders all of the outstanding shares of the
Company's Common Stock, without par value (the "Company's Common
Stock") (the "Distribution"). No holder of Ethyl Common Stock
was required to pay any cash or other consideration or to
exchange his Ethyl Common Stock for the Company's Common Stock
that he received.
The Company is a worldwide, publicly-held operating
company, which produces specialty and fine chemicals. The
Company is a major producer of performance chemicals including
polymer intermediates, detergent intermediates, agricultural
chemical intermediates, pharmaceutical intermediates, catalysts,
brominated flame retardants, bromine chemicals and potassium and
chlorine chemicals. These products are produced at various
locations throughout the United States and in Europe, and
primarily are sold directly to manufacturers.
After a strategic review of its alpha olefins, poly alpha
olefins and synthetic alcohol businesses ("Olefins Business") in
late 1994, the Company concluded that some type of strategic
alliance or joint venture with respect to its ethylene raw
material supply was important to maintaining the competitive
position of that business. In exploring potential ethylene
alliances and joint venture options, interest in an outright
purchase of the Olefins Business was expressed. On March 1,
1996, the Company entered into a definitive agreement to sell,
and simultaneously closed the sale of, the Olefins Business to
Amoco Chemical Company ("Amoco").
The Company operates in a highly competitive marketplace,
competing against a number of other companies in each of its
product lines. The competitors of the Company are both larger
and smaller than the Company in terms of resources and market
shares. Competition generally is based on product performance,
reputation for quality, price and customer service and support.
The degree and nature of competition will depend on the type of
product involved.
In general, the Company competes in all of its markets on
the basis of the quality and price of its products as well as
customer service, by maintaining a broad range of products and by
focusing resources on products in which the Company has a
competitive advantage. The Company endeavors to foster its
reputation for quality products, competitive prices and excellent
customer service and support. Competition in connection with all
of the Company's products requires continuing investments in
research and development, product and process improvements and
specialized customer service. Through research and development,
the Company and its subsidiaries will seek to increase margins by
introducing value-added products and products based on
proprietary technologies.
OVERVIEW OF TRANSACTIONS
In 1993 when planning for the Distribution, the Ethyl
Board of Directors determined that the Company would benefit by
raising additional capital through the issuance of common stock
in order to decrease the Company's debt to equity ratio, thereby
better positioning the Company to develop its businesses. After
consultation with CS First Boston Corporation (the "Financial
Advisor") the Company's Board of Directors concluded that the
best form of equity capital was common stock and that a private
placement to Bruce C. Gottwald and Floyd D. Gottwald, Jr. and
members of their families would be the least costly method of
raising such equity capital (due to the absence of underwriting
and other expenses associated with public offerings) and would
provide less market risk than a public offering.
The Financial Advisor also reviewed with the Company's
Board of Directors the optimal level of additional capital taking
into account (i) the impact on the Company's financial leverage
and (ii) the possible dilutive effect on earnings per share. The
Board reviewed the potential consequences of equity issuances of
varying amounts and concluded that $100 million of additional
equity was the appropriate amount to achieve the objective of
reducing the Company's financial leverage while minimizing the
dilutive impact, if any, on earnings per share. The Board also
considered the costs of issuing common stock as well as various
types of preferred stocks, including a variety of convertible
preferred stocks, and concluded that the sale of common stock was
the most beneficial way to raise the additional capital.
After consultation with the Financial Advisor, the
Company's Board of Directors concluded, with Floyd D. Gottwald,
Jr., Bruce C. Gottwald, Bruce C. Gottwald, Jr., John D. Gottwald
and William M. Gottwald, M.D. abstaining, that the Company should
seek to raise $100 million through the sale of the Company's
Common Stock and that a private placement to the Gottwalds was
less costly and more advantageous to the Company than a public
offering because of the underwriting and other expenses and the
increased market risk associated with a public offering. On this
basis, the remaining directors unanimously approved a stock
purchase agreement between the Company and Bruce C. Gottwald and
a stock purchase agreement between the Company and Floyd D.
Gottwald, Jr. (the agreements are referred to individually as a
"Stock Purchase Agreement" and collectively as the "Stock
Purchase Agreements".) As contemplated by each of the Stock
Purchase Agreements, Bruce C. Gottwald assigned his agreement to
Nordley Partners and Floyd D. Gottwald, Jr. assigned his
agreement to Westham Partners.
Under each of the Stock Purchase Agreements, the Company
agreed to sell and the purchaser agreed to purchase that number
of whole shares of the Company's Common Stock determined by
dividing $50 million by the average weighted trading price of the
Company's Common Stock as determined by the Financial Advisor for
the third through the twelfth business day following release of
the Company's earnings for the first quarter of 1994. On May 11,
1994 the Company sold 3,431,708 shares of the Company's Common
Stock to Nordley Partners (the "Nordley Shares"), and sold
3,431,708 shares of the Company's Common Stock to Westham
Partners (the "Westham Shares"). The purchase price for the
Shares was $14.57 per share, which was the average weighted
trading price of the Company's Common Stock, as determined by the
Financial Advisor, for the third through the twelfth business day
following release of the Company's earnings for the first quarter
of 1994. Including the Nordley Shares and the Westham Shares, as
of September 1, 1996, the Gottwalds beneficially owned 18,421,909
shares of the Company's Common Stock, which represented on such
date approximately 33.52% of the outstanding shares of the
Company's Common Stock. Based on the number of shares of the
Company's Common Stock held by the Gottwalds as of such date, in
the event of the resale of all of the Shares, the Gottwalds would
own beneficially 11,558,493 shares of the Company's Common Stock.
This amount would represent approximately 21.03% of the
outstanding shares of the Company's Common Stock, based on the
number of such shares outstanding as of September 1, 1996.
This Registration Statement covers any resale of the
Nordley Shares or the Westham Shares by either of the Selling
Stockholders or by any of the commercial banks that hold any of
the Nordley Shares or the Westham Shares as a pledgee.
CERTAIN INVESTMENT CONSIDERATIONS
Stock Ownership of the Gottwalds
As of September 1, 1996, Floyd D. Gottwald, Jr. and
Bruce C. Gottwald and members of their families owned, directly
or indirectly, approximately 33.52% of the outstanding shares of
the Company's Common Stock. Except for shares held by
NationsBank Corporation or one of its affiliates in various trust
capacities, including as trustee of the Company's savings plan,
and J.P. Morgan & Co., Incorporated, the Company is not aware of
any other person who owns as much as 5% of its Common Stock.
With their stock ownership, the Gottwalds have the ability to be
the dominant, if not the controlling, vote in the future election
of directors and thereby determining the future course of the
Company.
Environmental Liabilities
The Company is subject to various federal, state, local
and foreign regulations that impose stringent requirements for
the control and abatement of air and water pollutants and
contaminants and the manufacture, transportation, storage,
handling and disposal of hazardous substances, hazardous wastes,
pollutants and contaminants. The Company is subject to federal,
state, local and foreign requirements regulating the handling,
manufacture or use of materials (some of which may be classified
as hazardous or toxic by one or more regulatory agencies), the
discharge of materials into the environment and the protection of
the environment. As partial consideration for the transfer by
Ethyl to the Company of the assets of the chemicals businesses,
the Company assumed the environmental liabilities of the
chemicals businesses transferred to it. Ethyl retained such
liabilities relating to its remaining businesses.
General Litigation
The Company and its subsidiaries are involved from time
to time in legal proceedings of types regarded as common in the
Company's businesses, particularly administrative or judicial
proceedings seeking remediation under environmental laws, such as
Superfund, and products liability litigation. The Company is not
party to any pending litigation proceedings that are expected to
have a material adverse effect on the Company's results of
operations or financial condition.
Competition
The Company operates in a highly competitive
environment. Its competitors are both larger and smaller than
the Company in terms of resources and market shares. Competition
generally is based on product performance, reputation for
quality, price and customer service and support. Competition in
connection with the Company's products requires continuing
investments in research and development, product and process
improvements and specialized customer service to develop new
products and technologies and to improve existing products and
technologies. The Company competes in many different markets
and, as a result, must compete with many different companies.
International Operations
The Company operates on a worldwide basis with (i) a
manufacturing plant located in France and another manufacturing
plant operated for the Company's benefit in Belgium, in addition
to plants in the United States, (ii) offices and distribution
terminals in Belgium, France, Japan and Singapore and (iii)
offices in the People's Republic of China and Hong Kong.
International operations are subject to various risks that are
not present in domestic operations, including political
instability, the possibility of expropriation, restrictions on
royalties, dividends and currency remittances and instabilities
of foreign currencies. However, the Company has no significant
assets in countries in which those assets would be deemed to be
exposed to material risk.
Certain Antitakeover Effects
Certain provisions of the Company's Articles of
Incorporation and the Company's Bylaws may inhibit changes in
control of the Company not approved by the Company's Board of
Directors. See "Purposes and Antitakeover Effects of Certain
Provisions of the Company's Articles of Incorporation and
Bylaws." The Company's Articles of Incorporation require the
affirmative vote of 75% of the outstanding shares of the
Company's Common Stock for approval of an "affiliated
transaction" as defined in such Articles and the Virginia Act (as
hereinafter defined). This super-majority voting requirement,
together with the Gottwalds' ownership of approximately 33.52% of
the outstanding shares of the Company's Common Stock, will
require approval of some of the shares held by the Gottwalds to
gain approval of an affiliated transaction.
Preferred Stock
The Company's Articles of Incorporation provide that the
Company's Board of Directors may authorize the issuance of shares
of the Company's Preferred Stock with terms and conditions not
subject to shareholder approval. Any such Preferred Stock may
have liquidation and dividend rights senior to the Company's
Common Stock. The Company's Board of Directors has no present
plans to issue any shares of Preferred Stock. See "Description
of the Company's Capital Stock - The Company's Preferred Stock"
and "Purposes and Antitakeover Effects of Certain Provisions of
the Company's Articles of Incorporation and Bylaws - Preferred
Stock."
Shared Facilities
The Company's operations at the Orangeburg, South
Carolina, Pasadena, Texas and Feluy, Belgium facilities are
interconnected with Ethyl facilities. In addition, the Company's
operations at Pasadena, Texas and Feluy, Belgium facilities are
interconnected with Amoco's facilities. Operating and/or service
agreements are in effect that are designed to coordinate
operations in a manner acceptable to the parties sharing the
facilities. Under those agreements, the recipient of services
has the opportunity to assume responsibility for the services or
to use third parties to provide those services, in the case of a
breach of the agreement by the service provider or otherwise,
after advance notice to the party providing the services.
Notwithstanding these agreements, it is possible that an adverse
development at the plant site of the service provider will have
an adverse effect on the operations of the other company.
PLAN OF DISTRIBUTION
Resales of the Shares may, from time to time, be made on
the NYSE or in privately negotiated transactions or otherwise.
The Shares covered by this Prospectus are being registered for
the benefit of the Selling Stockholders and commercial banks that
are pledgees of the Shares, thus enabling the Selling
Stockholders, or, in the event of a default, the pledgees of the
Shares to sell publicly all or a portion of the Shares. The
Selling Stockholders or pledgees may from time to time offer such
Shares through underwriters, dealers or agents. Usual and
customary or specifically negotiated brokerage fees or
commissions may be paid by the Selling Stockholders or the
pledgees in connection with such sales of common stock. The
Selling Stockholders, pledgees and intermediaries through whom
such securities are sold may be deemed "underwriters" within the
meaning of the Securities Act with respect to the common stock
offered, and any profits realized or commissions received may be
deemed underwriting compensation. The Shares have been listed on
the NYSE.
SELLING STOCKHOLDERS
The Selling Stockholders are Nordley Partners and
Westham Partners. Nordley Partners is owned by Bruce C.
Gottwald, a former member of the Company's board of directors,
and members of his family. Westham Partners is owned by Floyd D.
Gottwald, Jr., Chairman of the Board and Chief Executive Officer
of the Company, and members of his family, including his son,
John D. Gottwald, who is also a director and his son, William M.
Gottwald, M.D., who is a vice president of the Company and a
former director of the Company.
As of September 1, 1996, Nordley Partners owned
3,695,372 shares of the Company's Common Stock and Westham
Partners owned 3,695,372 shares of the Company's Common Stock.
If all of the Shares covered by this Prospectus were sold,
Nordley Partners would own 263,664 shares of the Company's Common
Stock and Westham Partners would own 263,664 shares of the
Company's Common Stock. As of September 1, 1996, Bruce C.
Gottwald and Floyd D. Gottwald, Jr. and members of their
immediate families owned, directly or indirectly, 18,421,909
shares or approximately 33.52% of the Company's outstanding
Common Stock.
In addition to possible resales of the Shares by the
Selling Stockholders, the Registration Statement covers any
resale of the Shares by three commercial banks who hold the
Shares as pledgees.
The Selling Stockholders have advised the Company that
they have no present intention to sell any of the Shares.
Further, the Selling Stockholders cannot sell any of the Shares
so long as they are pledged as collateral.
The Shares are being registered pursuant to the terms of
the Bruce C. Gottwald Stock Purchase Agreement and the Floyd D.
Gottwald, Jr. Stock Purchase Agreement. The Company has agreed
to bear the expenses in connection with the shelf-registration of
the Shares. The Company also has agreed to maintain the
effectiveness of the Registration Statement so long as any of the
commercial banks hold any of the Shares as collateral. Under
each Stock Purchase Agreement, the Selling Stockholder's resale
rights under the shelf-registration are subject to the following
conditions: (i) the Company is not required to provide for the
resale if the aggregate market price of the Shares being sold is
less than $10 million, (ii) the Company does not have to provide
for resale by the Selling Stockholder more than once in any two
year period or more than three times in the aggregate and (iii)
Company expenses in connection with any resale subsequent to the
first such sale (other than by any pledgee) will be paid by the
Selling Stockholder(s). The right of any commercial bank, as
pledgee, to rely on the registration rights granted under the
Stock Purchase Agreements is unconditional.
USE OF PROCEEDS
Proceeds from the sale of the Shares will be received
directly by one and/or both of the Selling Stockholders and/or by
one or more of the commercial banks as a pledgee. See "Selling
Stockholders."
THE COMPANY
The Company was incorporated by Ethyl under the laws of
the Commonwealth of Virginia on November 24, 1993. Prior to the
Distribution, Ethyl transferred its olefins and derivatives,
bromime chemicals and specialty chemicals businesses to the
Company in exchange for the Company's Common Stock. The Company
is a worldwide, publicly-held operating company, which produces
specialty and fine chemicals. The address of the Company's
executive offices is 330 South Fourth Street, Richmond, Virginia
23219. The telephone number is 804-788-6000.
The Company is a major producer of performance chemicals
including polymer intermediates, detergent intermediates,
agriculture chemical intermediates, pharmaceutical intermediates,
catalysts, brominated flame retardants, bromine chemicals and
potassium and chlorine chemicals businesses. The Company
conducts its worldwide chemicals operation through two divisions
- -- bromine chemicals and specialty chemicals. These products are
produced at various locations throughout the United States and in
Europe, and primarily are sold directly to manufacturers. The
Company competes in all of its markets on the basis of the
quality and prices of its products and its service.
Bromine Chemicals
Products of the bromine chemicals business include
elemental bromine, flame retardants, alkyl bromides, inorganic
bromides, a number of bromine fine chemicals, potassium chemicals
and chlorine. Applications for these products primarily exist in
chemical synthesis, polymer products, oil and gas well drilling
and completion fluids, water purification, glass making,
detergents, soil fumigation and chemical intermediates for
pharmaceutical, photographic and agricultural chemicals.
Specialty Chemicals
The specialty chemicals business produces a broad range
of chemicals, including pharmaceutical and agricultural
intermediates, polymer curatives, catalysts and antioxidants.
Research and Development
The Company's research and development support both of
its major business areas. With respect to bromine chemicals, the
research focus is on new and improved flame retardants targeted
to satisfy increasing market needs for performance and quality in
products manufactured from polystyrene,
acrylonitrile/butadiene/styrene (ABS) and engineered
thermoplastics. The primary focus of specialty chemicals'
research is on new catalysts (metallocenes), new pharmaceutical
intermediates and new agricultural intermediates.
The Company's European businesses are supported by
research and development facilities at Louvain-la-Neuve, Belgium
and Thann, France.
The Company spent approximately $30 million, $28 million
and $30 million in 1995, 1994 and 1993, respectively, on research
and development, which amounts qualified under the technical
accounting definition of research and development. Total
research and development spending for 1995 was $52 million,
including $22 million related to technical services support to
customers and the plants, testing of existing products, cost
reduction, quality improvement and environmental studies.
MARKET INFORMATION AND DIVIDEND POLICY
The Company's Common Stock is listed on the NYSE. The
closing price of the Common Stock on the NYSE Composite
Transactions on September 6, 1996, as reported by The Wall Street
Journal, was $17.00. The Company has approximately 13,700
shareholders of record.
The Company's current Common Stock dividend rate is $.28
per share on an annual basis. Effective October 1, 1995, the
Company increased the quarterly dividend rate from $.05 to $.055
per share and effective October 1, 1996, the rate increased to
$.07 per share. The Company paid dividends on its Common Stock
of $.205 per share in 1995. All decisions with respect to the
payment of dividends will be made by the Company's Board of
Directors from time to time based on the Company's earnings,
financial condition, anticipated cash needs and such other
considerations as the Company's Board of Directors deems
relevant.
The Company's Board of Directors adopted a dividend
reinvestment plan that permits shareholders, beginning July 1,
1994, to reinvest dividends in shares of the Company's Common
Stock.
DESCRIPTION OF THE COMPANY'S CAPITAL STOCK
Authorized Capital Stock
Under the Company's Articles of Incorporation, the
Company has authority to issue 15,000,000 shares of preferred
stock (the Company's Preferred Stock), and 150,000,000 shares of
the Company's Common Stock. No shares of the Company's Preferred
Stock have been issued. On September 1, 1996, there were
54,959,209 shares of Common Stock outstanding.
The Company's Common Stock
The holders of the Company's Common Stock are entitled
to one vote for each share on all matters voted on by
shareholders, including elections of directors, and, exclusively
possess all voting power except as otherwise required by law or
provided in any resolution adopted by the Company's Board of
Directors with respect to any series of the Company's Preferred
Stock. The Company's Articles of Incorporation do not provide
for cumulative voting for the election of directors, which means
that the holders of a majority of the outstanding shares of the
Company's Common Stock have the capacity to elect all of the
members of the Company's Board of Directors. Subject to any
preferential rights of any outstanding series of the Company's
Preferred Stock designated by the Company's Board of Directors
from time to time, the holders of the Company's Common Stock will
be entitled to such dividends as may be declared from time to
time by the Company's Board of Directors from funds available
therefor, and upon liquidation will be entitled to receive pro
rata all assets of the Company available for distribution to such
holders. See "Market Information and Dividend Policy."
The Company's Preferred Stock
The Company's Board of Directors is authorized to
provide for the issuance of shares of the Company's Preferred
Stock, in one or more classes or series, and to fix for each such
class or series such designations, rights and preferences as are
stated in the resolutions adopted by the Company's Board of
Directors providing for the issuance of such class or series and
as are permitted by the Virginia Stock Corporation Act (the
Virginia Act).
Preemptive Rights
No holder of shares of the Company's capital stock will
have any preemptive right to subscribe to any securities of the
Company of any kind or class.
Transfer Agent and Registrar
Harris Trust and Savings Bank serves as transfer agent
and registrar for the Company's Common Stock.
PURPOSES AND ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE
COMPANY'S ARTICLES OF INCORPORATION AND BYLAWS
General
The Company's Articles of Incorporation and the
Company's Bylaws contain provisions that make more difficult the
acquisition of control of the Company by means of a tender offer,
a proxy contest, open market purchases, or otherwise. The
purpose of the relevant provisions of the Company's Articles of
Incorporation and the Company's Bylaws is to discourage certain
types of transactions, described below, that may involve an
actual or threatened change of control of the Company and to
encourage persons seeking to acquire control of the Company to
consult first with the Company's Board of Directors to negotiate
the terms of any proposed business combination or offer. The
provisions are designed to reduce the vulnerability of the
Company to an unsolicited proposal for a takeover of the Company
that does not have the effect of maximizing long- term
shareholder value or is otherwise unfair to shareholders of the
Company, or an unsolicited proposal for the restructuring or sale
of all or part of the Company that could have such effects.
Although federal securities laws and regulations
applicable to certain business combinations govern the disclosure
required to be made to minority shareholders in order to
consummate such a transaction, they do not assure shareholders
that the terms of the business combination (i.e., what
shareholders will receive for their shares of stock) will be fair
from a financial standpoint. Although certain provisions of the
federal regulations applicable to tender offers impose certain
procedural requirements for the conduct of a tender offer, those
provisions are not intended to, and do not, necessarily maximize
shareholder value.
Certain provisions of the Company's Articles of
Incorporation and the Company's Bylaws, in the view of the
Company, help ensure that the Company's Board of Directors, if
confronted by a surprise proposal from a third party that has
acquired a block of the Company's stock, will have sufficient
time to review the proposal as well as appropriate alternatives
to the proposal and to act in what it believes to be the best
interests of the shareholders.
These provisions, individually and collectively, make
more difficult, and may discourage, certain types of potential
acquirors from proposing a merger, tender offer or proxy contest,
even if such transaction or occurrence may be favorable to the
interests of the shareholders, and may delay or frustrate the
assumption of control by a holder of a large block of the
Company's stock and the removal of incumbent management, even if
such removal might be beneficial to shareholders. By
discouraging takeover attempts, these provisions might have the
incidental effect of inhibiting certain changes in management and
the temporary fluctuations in the market price of the shares that
often result from actual or considered takeover attempts.
Set forth below is a description of certain provisions
in the Company's Articles of Incorporation and the Company's
Bylaws.
Removal of Directors; Filling Vacancies
The Company's Articles of Incorporation provide that
directors may be removed only for cause and only by the
affirmative vote of holders of at least a majority of the shares
entitled to vote at a meeting of shareholders at which a quorum
is present. This provision, when coupled with the provision in
the Company's Bylaws authorizing only the Company's Board of
Directors to fill vacant directorships until the next annual
meeting of shareholders, precludes shareholders from removing
incumbent directors without cause and filling the vacancies
created by such removal with their own nominees. Additionally,
even if a director is removed for cause, the directors will be
able to fill the vacancy until the next annual meeting of
shareholders.
Special Meetings
The Company's Bylaws provide that special meetings of
shareholders can be called only by the Chairman of the Board, or
by a majority of the Board of Directors. Shareholders are not
permitted to call a special meeting or to require that the
Company's Board call a special meeting of shareholders. Moreover,
the business permitted to be conducted at any special meeting of
shareholders is limited to the business stated in the notice of
such meeting.
This provision prevents a shareholder from forcing
shareholder consideration of a proposal over the opposition of
the Company's Board of Directors by calling a special meeting of
shareholders prior to the time the Company's Board believes such
consideration to be appropriate.
Advance Notice Provisions for Shareholder Proposals and
Shareholder Nominations of Directors
The Company's Bylaws establish an advance notice
procedure with regard to the nomination, other than by or at the
direction of the Company's Board of Directors, of candidates for
election as directors (the Nomination Procedure) and with regard
to certain matters to be brought before an annual meeting of
shareholders of the Company (the Business Procedure).
The Nomination Procedure provides that only persons who
are nominated by, or at the direction of, the Company's Board or
by a shareholder who has given timely written notice to the
secretary of the Company prior to the meeting at which directors
are to be elected will be eligible for election as directors of
the Company. The Business Procedure provides that at an annual
meeting, and subject to any other applicable requirements, only
such business may be conducted as has been brought before the
meeting by, or at the direction of, the Board of Directors or by
a shareholder who has given timely prior written notice to the
secretary of the Company of such shareholder's intention to bring
such business before the meeting. Except for the election of
directors at a special meeting, to be timely, notice under both
the Nomination Procedure and the Business Procedure must be
received by the Company not less than 90 days prior to the
meeting. In the case of an election of directors at a special
meeting, notice must be received by the close of business on the
seventh day following the date on which notice of the meeting is
first given to shareholders.
Under the Nomination Procedure, notice to the Company
from a shareholder who proposes to nominate a person at a meeting
for election as a director must contain certain information about
the nominee, including age, business and residence addresses,
principal occupation, the class and number of shares of the
Company's capital stock beneficially owned and such other
information as would be required to be included in a proxy
statement soliciting proxies for the election of the proposed
nominee, and certain information about the shareholder proposing
the nominee. If the Chairman or other officer presiding at a
meeting determines that a person was not nominated in accordance
with the Nomination Procedure, such person will not be eligible
for election as a director.
Under the Business Procedure, notice relating to the
conduct of business other than the nomination of directors must
contain certain information about such business and about the
shareholder who proposes to bring the business before the
meeting, including a brief description of the business the
shareholder proposes to bring before the meeting (including the
specific proposal to be presented) and the reasons for conducting
such business at the meeting, the name and record address of the
shareholder, the class and number of shares of the Company's
capital stock that are beneficially owned by the shareholder and
any material interest of the shareholder in such business. If
the Chairman or other officer presiding at a meeting determines
that a proposal was not properly brought before the meeting in
accordance with the Business Procedure, it will not be considered
at the meeting.
The Nomination Procedure requires advance notice of
nominations by shareholders in order to afford the Company's
Board of Directors a meaningful opportunity to consider the
qualifications of the proposed nominees and, to the extent deemed
necessary or desirable by the Company's Board, to inform
shareholders about such qualifications. The Business Procedure
requires advance notice of a proposal in order to provide a more
orderly procedure for conducting annual meetings of shareholders
and, to the extent deemed necessary or desirable by the Company's
Board, to provide the Company's Board with a meaningful
opportunity to inform shareholders, prior to the meeting, of the
proposal, together with any recommendation as to the position or
belief of the Company's Board as to action to be taken with
respect to the proposal, so as to enable shareholders better to
determine whether they desire to attend the meeting or grant a
proxy to the Company's Board as to the disposition of the
proposal.
Preferred Stock
As discussed in "DESCRIPTION OF THE COMPANY'S CAPITAL
STOCK - The Company's Preferred Stock," the Company's Articles of
Incorporation authorize the Company's Board of Directors to issue
shares of the Company's Preferred Stock, in one or more classes
or series.
The Company believes that the availability of the
Company's Preferred Stock will provide the Company with increased
flexibility in structuring possible future financings and
acquisitions, and in meeting other corporate needs that might
arise. The authorized shares of the Company's Preferred Stock,
as well as shares of the Company's Common Stock, will be
available for issuance without further action by the Company's
shareholders, unless such action is required by applicable law or
the rules of any stock exchange on which the Company's securities
may be listed. Although the Company's Board of Directors has no
intention at the present time of doing so, it could issue a class
or series of the Company's Preferred Stock that could, depending
on the terms of such class or series, impede the completion of a
merger, tender offer or other takeover attempt.
Certain Voting Requirements
The Company's Articles of Incorporation require the
affirmative vote of at least two-thirds of the outstanding shares
of the Company's Common Stock for the approval of mergers, share
exchanges, certain dispositions of assets and other extraordinary
transactions, except that the affirmative vote of 75% of the
outstanding shares of the Company's Common Stock is required for
approval of an affiliated transaction. An affiliated transaction
is defined in the Company's Articles of Incorporation, as in the
Virginia Act, as any of the following transactions with an
interested shareholder: a merger, a share exchange, certain
dispositions of assets other than in the ordinary course of
business, certain significant securities issuances, or
dissolution or reclassification of the Company's securities. An
interested shareholder is defined as anyone who becomes the
beneficial owner of more than 10% of any class of the outstanding
voting shares of the Company. The super-majority vote
requirement does not apply to a transaction with a shareholder
who, together with his affiliates and associates, became the
beneficial owner of more than 10% of any class of the outstanding
voting shares of the Company as of the close of business on the
date of the Distribution. The Company's Articles of
Incorporation further require the affirmative vote of a majority
of the outstanding shares of the Company's Common Stock for the
approval of amendments to the Company's Articles of
Incorporation, except that the affirmative vote of 75% of the
outstanding shares of the Company's Common Stock is required to
approve an amendment to the provisions of the Company's Articles
of Incorporation that established the super-majority requirement
for approval of affiliated transactions.
The 75% vote requirement for affiliated transactions
makes it more difficult for a potential acquiror to coerce the
Company into engaging in certain transactions for the benefit of
the acquiror and to the detriment of the minority shareholders.
The simple majority requirement gives the Company the necessary
flexibility to amend most provisions of the Company's Articles of
Incorporation, while the 75% vote requirement makes it more
difficult to amend protective provisions in the Company's
Articles of Incorporation. The significant ownership by the
Gottwalds of the Company's Common Stock, together with the super-
majority provisions described herein, makes it necessary to gain
approval of some of the shares held by the Gottwalds for approval
of an affiliated transaction or an amendment of the protective
provisions of the Company's Articles of Incorporation. See
"Selling Stockholders."
LEGAL MATTERS
The validity of the Common Stock offered hereby will be
passed upon for the Company by Hunton & Williams, Richmond,
Virginia.
EXPERTS
The consolidated balance sheets as of December 31, 1995
and 1994 and the consolidated statements of income, changes in
equity and cash flows for each of the three years in the period
ended December 31, 1995, included in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995,
incorporated by reference in this prospectus, have been
incorporated herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority
of that firm as experts in accounting and auditing.
No dealer, salesman or other person has
been authorized to give any information or to make
any representation not contained in this Prospectus
and, if given or made, such information or
representation must not be relied on as having been
authorized by the Company, the Selling Stockholders
or any other person. This Prospectus does not
constitute an offer to sell or a solicitation of an offer
to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to
make such offer in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any
implication that the information herein is correct as of
any time subsequent to the date hereof or that there
has been no change in the affairs of the Company
since such date.
____________
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . 2
Incorporation of Certain Documents
By Reference . . . . . . . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . . . . 3
Certain Investment Considerations. . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . . 8
Selling Stockholders . . . . . . . . . . . . . . 8
Use of Proceeds. . . . . . . . . . . . . . . . . 8
The Company. . . . . . . . . . . . . . . . . . . 9
Market Information and Dividend Policy . . . . 10
Description of the Company's
Capital Stock. . . . . . . . . . . . . . . . 10
Purposes and Antitakeover Effects
of Certain Provisions of the
Company's Articles of Incorporation
and Bylaws . . . . . . . . . . . . . . . . . 11
Legal Matters. . . . . . . . . . . . . . . . . 14
Experts. . . . . . . . . . . . . . . . . . . . 14
____________
Albemarle Corporation
6,863,416 Shares
Common Stock
(no par value)
_________________________
PROSPECTUS
_________________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses* in connection with the Offerings
are as follows:
Securities and Exchange Commission registration fee . . . $34,483
Blue Sky fees . . . . . . . . . . . . . . . . . . . . 3,500
Legal fees. . . . . . . . . . . . . . . . . . . . . . 40,000
Accounting fees . . . . . . . . . . . . . . . . . . . 130,000
Printing, engraving and postage expenses. . . . . . . 3,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . 1,000
Total . . . . . . . . . . . . . . . . . . . . . . . .$211,983
___________________
*The Company will pay these expenses.
Item 15. Indemnification of Officers and Directors
Directors and officers of the Company may be indemnified
against liabilities, fines, penalties and claims imposed on or
asserted against them as provided in the Virginia Stock
Corporation Act and the Company's Articles of Incorporation.
Such indemnification covers all costs and expenses reasonably
incurred by a director or officer. The Board of Directors, by a
majority vote of a quorum of disinterested directors or, under
certain circumstances, independent counsel appointed by the Board
of Directors, must determine that the director or officer seeking
indemnification was not guilty of willful misconduct or a knowing
violation of the criminal law. In addition, the Virginia Stock
Corporation Act and the Company's Articles of Incorporation may
under certain circumstances eliminate the liability of directors
and officers in a shareholder or derivative proceeding.
If the person involved is not a director or officer of
the Company, the Board of Directors may cause the Company to
indemnify to the same extent allowed for directors and officers
of the Company such person who was or is a party to a proceeding,
by reason of the fact that he is or was an employee or agent of
the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.
The Company has in force and effect a policy insuring
the directors and officers of the Company against losses that
they or any of them shall become legally obligated to pay for
reason of any actual or alleged error or misstatement or
misleading statement or act or omission or neglect or breach of
duty by the directors and officers in the discharge of their
duties, individually or collectively, or any matter claimed
against them solely by reason of their being directors or
officers, such coverage being limited by the specific terms and
provisions of the insurance policy.
Item 16. Exhibits
5 Opinion of Hunton & Williams re: Legality*
23.1 Consent of Coopers & Lybrand (filed herewith)
23.2 Consent of Hunton & Williams*
24 Power of Attorney (included on the signature pages of
the Registration Statement and this Amendment)
__________________
* Previously filed.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to
this Registration Statement;
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement; and
(iii) To include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)1(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
(3) To remove from registration by means of
a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes
that:
(1) For purposes of determining any
liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be a part of this Registration Statement as of the time
it was declared effective.
(2) For the purpose of determining any
liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus 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.
SIGNATURES
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-3 and has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Richmond, Commonwealth
of Virginia on September 17, 1996.
ALBEMARLE CORPORATION
(Registrant)
By: /s/ FLOYD D. GOTTWALD, JR.*
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this amendment to the Registration Statement has been
signed by the following persons in the capacities indicated on
September 17, 1996. Each of the directors and/or officers of
Albemarle Corporation whose signature appears below, and who did
not sign the original Registration Statement to which this
amendment relates, hereby appoints Floyd D. Gottwald, Jr. and E.
Whitehead Elmore, and each of them severally, as his or her
attorney-in-fact to sign in his or her name and behalf, in any
and all capacities stated below and to file with the Securities
and Exchange Commission, any and all amendments, including any
additional post-effective amendments to this Registration
Statement, making such changes in the Registration Statement as
appropriate, and generally to do all such things in their behalf
in their capacities as officers and directors to enable the
Company to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange
Commission.
Signature Title
/s/ FLOYD D. GOTTWALD, JR.* Chairman of the Board, Chief
Floyd D. Gottwald, Jr. Executive Officer and Director
(Principal Executive Officer)
/s/ CHARLES B. WALKER* Vice Chairman of the Board,
Charles B. Walker Chief Financial Officer and
Director
/s/ DIRK BETLEM President, Chief Operating
Dirk Betlem Officer and Director
/s/ THOMAS G. AVANT* Senior Vice President (Principal
Thomas G. Avant Accounting Officer)
Craig R. Andersson Director
/s/ JOHN D. GOTTWALD* Director
John D. Gottwald
Andre B. Lacy Director
Seymour S. Preston, III Director
/s/ EMMETT J. RICE* Director
Emmett J. Rice
Anne Marie Whittemore Director
*By:/s/ E. WHITEHEAD ELMORE Attorney-in-Fact
E. Whitehead Elmore
EXHIBIT INDEX
Exhibit No. Description Page
5 Opinion of Hunton & Williams re: Legality*
23.1 Consent of Coopers & Lybrand (filed herewith)
23.2 Consent of Hunton & Williams*
24 Power of Attorney (included on the signature
pages of the Registration Statement and this
Amendment)
__________________
* Previously filed.
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this registration
statement of Albemarle Corporation on Post-Effective Amendment
No. 1 on Form S-3 to Registration Statement on Form S-1 (File No.
33-77452) of our report dated February 9, 1996, on our audits of
the consolidated financial statements of Albemarle Corporation
and Subsidiaries as of December 31, 1995 and 1994, and for the
years ended December 31, 1995, 1994 and 1993, appearing on page
39 of the Albemarle Corporation 1995 Annual Report, which report
is incorporated by reference in the Annual Report on Form 10-K.
We also consent to the reference to our firm under the caption
"Experts."
Coopers & Lybrand L.L.P.
Richmond, Virginia
September 17, 1996
