<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Transition Period from ______________to_______________
Commission File Number 1-12658
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 No.)
330 SOUTH FOURTH STREET
P. O. BOX 1335
RICHMOND, VIRGINIA 23210
- ------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (804) 788-6000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Number of shares of common stock, $.01 par value, outstanding as
of April 30, 1997: 55,225,543
<PAGE>2
ALBEMARLE CORPORATION
I N D E X
Page
Number
-----------
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets - March 31, 1997
and December 31, 1996 3-4
Consolidated Statements of Income -
Three Months Ended March 31, 1997 and 1996 5
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1997 and 1996 6
Notes to the Consolidated Financial Statements 7-12
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 13-15
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 16
ITEM 4. Submission of Matters to a Vote of Security Holders 16
ITEM 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
<PAGE>3
PART I - FINANCIAL INFORMATION
- ------------------------------
ITEM 1. Financial Statements
--------------------
<TABLE>
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
(Dollars In Thousands)
----------------------
<CAPTION>
March 31, December 31,
1997 1996
--------- ------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,615 $ 14,242
Accounts receivable, less allowance
for doubtful accounts (1997- $1,359;
1996 - $1,290) 145,598 141,293
Inventories:
Finished goods 65,769 58,271
Raw materials 9,339 10,148
Work-in-process 181 247
Stores, supplies and other 16,244 15,833
------------ -------------
91,533 84,499
Deferred income taxes and prepaid expenses 18,328 19,107
------------ -------------
Total current assets 258,074 259,141
------------ -------------
Property, plant and equipment, at cost 1,152,283 1,148,832
Less accumulated depreciation and
amortization (661,422) (653,108)
------------ -------------
Net property, plant and equipment 490,861 495,724
Other assets and deferred charges 72,995 68,304
Goodwill and other intangibles - net of
amortization 20,216 23,092
------------ -------------
Total assets $ 842,146 $ 846,261
------------ -------------
------------ -------------
<FN>
See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>4
<TABLE>
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
----------------------------
(Dollars In Thousands)
----------------------
<CAPTION>
March 31, December 31,
1997 1996
------------ -------------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable $ 60,862 $ 66,968
Long-term debt, current portion 395 7,457
Accrued expenses 48,972 55,783
Dividends payable 3,853 3,853
Income taxes payable 20,730 13,887
------------ -------------
Total current liabilities 134,812 147,948
------------ -------------
Long-term debt 35,430 24,406
Other noncurrent liabilities 65,209 64,166
Deferred income taxes 96,459 104,543
Shareholders' equity:
Common stock, $.01 par value,
issued - 55,046,677 in 1997
and 55,046,183 in 1996, respectively 550 550
Additional paid-in capital 250,896 250,890
Foreign currency translation adjustments 5,385 16,677
Retained earnings 253,405 237,081
------------ -------------
Total shareholders' equity 510,236 505,198
------------ -------------
Total liabilities and shareholders' equity $ 842,146 $ 846,261
------------ -------------
------------ -------------
<FN>
See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>5
<TABLE>
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
----------------------------------
(In Thousands Except Per-Share Amounts)
---------------------------------------
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
Net sales $ 198,394 $ 270,171
Cost of goods sold 132,032 196,060
----------- -----------
Gross Profit 66,362 74,111
Selling, general and administrative expenses 26,599 33,545
Research and development expenses 7,397 7,126
----------- -----------
Operating profit 32,366 33,440
Interest and financing expenses 197 1,841
Gain on sale of business - (158,157)
Other income, net (62) (1,767)
------------ -----------
Income before income taxes 32,231 191,523
Income taxes 12,054 75,899
------------ -----------
NET INCOME $ 20,177 $ 115,624
------------ -----------
------------ -----------
EARNINGS PER SHARE $ 0.36 $ 1.73
------------ -----------
------------ -----------
Shares used to compute earnings per share 55,535 66,663
------------ -----------
------------ -----------
Cash dividends declared per share of common
stock $ .07 $ .055
------------ -----------
------------ -----------
<FN>
See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>6
<TABLE>
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
------------------------------------------------
(Dollars In Thousands)
----------------------
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
---------------------------
1997 1996
------------ -----------
<S> <C> <C>
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR $ 14,242 $ 33,130
------------ ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income 20,177 115,624
Adjustments to reconcile net income to cash
flows from operating activities:
Depreciation and amortization 16,097 20,630
Gain on sale of business, net of income
taxes of $63,780 -- (94,377)
Working capital increase excluding cash
and cash equivalents, net of the effects
of the sale of business in 1996 (21,603) (22,972)
Other, net 850 (1,800)
------------ -----------
Net cash provided from operating
activities 15,521 17,105
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and acquisition cost (27,424) (22,652)
Proceeds from sale of business, net of
$26,731 of trade accounts payable retained
by the Company -- 509,771
Other, net 8 1,308
------------ -----------
Net cash (used in) provided from
investing activities (27,416) 488,427
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 12,555 --
Repayments of long-term debt (8,440) (205,518)
Dividends paid (3,853) (3,634)
Other, net 6 183
------------ -----------
Net cash provided from (used in)
financing activities 268 (208,969)
------------ -----------
(Decrease) increase in cash and cash
equivalents (11,627) 296,563
------------ -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,615 $329,693
------------ -----------
------------ -----------
<FN>
See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>7
ALBEMARLE CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------
(In Thousands Except Per-Share Amounts)
(Unaudited)
1. In the opinion of management, the accompanying consolidated
financial statements of Albemarle Corporation and
Subsidiaries ("Albemarle" or "the Company") contain all
adjustments necessary to present fairly, in all material
respects, the Company's consolidated financial position as of
March 31, 1997 and the actual consolidated results of
operations and condensed consolidated cash flows for the
three-month periods ended March 31, 1997 and 1996. All
adjustments are of a normal and recurring nature. These
consolidated financial statements should be read in
conjunction with the consolidated financial statements and
notes thereto included in the Company's 1996 Annual Report
which was incorporated by reference in the Company's Form 10-K
filed on March 26, 1997. The December 31, 1996
consolidated balance sheet data was derived from audited
financial statements, but does not include all disclosures
required by generally accepted accounting principles. The
results of operations for the three-month period ended March
31, 1997, are not necessarily indicative of the results to be
expected for the full year.
2. On March 1, 1996, the Company sold its alpha olefins, poly
alpha olefins, and synthetic alcohol businesses ("Olefins
Business") to Amoco Chemical Company ("Amoco") for
approximately $510 million, including plant and equipment
(primarily located in Pasadena, Texas, Deer Park, Texas and
Feluy, Belgium), other assets, inventory and accounts
receivable, net of trade accounts payable retained and paid
to date by the Company (approximately $26.7 million at
March 31, 1997) and certain business-related liabilities
transferred at the date of sale. The sale involved
approximately 550 people who supported these businesses.
The gain on the sale was $158.2 million ($94.4 million
after income taxes or $1.41 per share), net of $44.3
million of costs incurred in connection with the sale for
early retirements and work-force reductions, abandonment
costs of certain facilities and certain other costs
(including environmental costs) related to the sale and/or
businesses sold. The transaction included numerous
operating and service agreements primarily focusing on the
sharing of common facilities at the Pasadena plant site of
Albemarle and the Feluy plant site operated by Amoco.
The net sales and operating profit before allocation of
corporate overhead for the Olefins Business for the
two-months ended March 1, 1997, were approximately
$80 million and $5.5 million, respectively.
<PAGE>8
ALBEMARLE CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
(In Thousands Except Per-Share Amounts)
(Unaudited)
3. Long-term debt consists of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- ------------
<S> <C> <C>
Variable-rate bank loans $ 27,200 $ 16,300
Foreign bank borrowings 7,476 14,392
Miscellaneous 1,149 1,171
---------- ------------
Total 35,825 31,863
Less amounts due within one year 395 7,457
---------- ------------
Long-Term debt $ 35,430 $ 24,406
---------- ------------
---------- ------------
</TABLE>
4. The provision for income taxes on the earnings of the Company
in the accompanying consolidated statement of income for the
three-month period ended March 31, 1996 is higher than the
statutory income tax rates primarily due to state income
taxes and a lower tax basis than book basis related to the
sale of the Olefins Business.
5. The shares used to compute earnings per share for the
three-month period ended March 31, 1997, reflect the April 1, 1996
purchase by the Company of 9,484,465 shares of its common
stock, at a price of $23 per share plus expenses for a total
aggregate cost of $219.4 million, through a tender offer,
which began on March 4, 1996 and concluded on April 1, 1996,
following the sale of the Olefins Business to Amoco.
Additionally, the Company purchased 275,400 and 1,481,100
common shares in the second and third quarters of 1996,
respectively, at an aggregate cost of $32.1 million.
6. The Financial Accounting Standards Board recently issued FASB
Statement No. 128, "Earnings Per Share" which is effective
for financial statements for both interim and annual periods
ending after December 15, 1997. Earlier application is not
permitted; however, restatement of all prior-period earnings
per share data presented is required. The Company has not
yet determined the effect FASB Statement No. 128 will have on
its financial statements; however, the adoption is not
expected to have a material impact on the financial position
or results of operations of the Company.
<PAGE>9
ALBEMARLE CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
(In Thousands Except Share Amounts)
(Unaudited)
7. On March 31, 1997, the Company and Mitsui Toatsu Chemicals,
Inc. (Mitsui Toatsu) completed the formation of an alliance
whereby Albemarle acquired 50 percent of the outstanding
stock of Nippon Aluminum Alkyls, Ltd. (NAA) for cash. Mitsui
Toatsu will continue to hold the remaining 50 percent of NAA,
which produces organometallic catalysts at its facility in
Takaishi City, Osaka, and distributes products to the
petrochemical and synthetic rubber industries in Japan and
the Asia Pacific area. No pro forma financial information is
provided for this acquisition for the period presented since
its impact was immaterial to the Company's consolidated
results of operations and financial position.
8. The following unaudited supplemental pro forma condensed
consolidated statement of income for the three months ended
March 31, 1996, is presented assuming that the disposition of
the Olefins Business had occurred as of January 1, 1996. The
related pro forma information is presented for informational
purposes only and is not necessarily indicative of the
Company's results of operations or what the consolidated
results of operations would have been had the Company
operated without the Olefins Business for the three months
ended March 31, 1996. Additionally, the accompanying pro
forma information, consistent with the data presented in the
Company's Form 8-K filed on March 15, 1996, does not reflect
the impact of the purchase of 9,484,465 shares of common
stock acquired in the Company's tender offer as if it had
occurred on January 1, 1996.
<PAGE>10
ALBEMARLE CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
(In Thousands Except Per-Share Amounts)
(Unaudited)
8. Continued.
<TABLE>
<CAPTION>
Pro Forma Condensed Consolidated
Statement of Income
Three Months Ended March 31, 1996
-------------------------------------
Historical Adjustments Pro Forma
----------- ----------- -----------
<S> <C> <C> <C>
Net sales $ 270,171 $ (79,763) (a)
799 (b) $191,207
Cost of goods sold 196,060 (71,146) (a)
420 (b) 125,334
----------- ----------- -----------
Gross profit 74,111 (8,238) 65,873
Selling, R&D and general
expenses 40,671 (4,183) (a) 36,488
----------- ----------- -----------
Operating profit 33,440 (4,055) 29,385
Interest and financing expenses 1,841 (1,563) (c) 278
Gain on sale of business (158,157) 158,157 (d) --
Other income, net (1,767) 20 (a)
(60) (e) (1,807)
----------- ----------- -------------
Income before income taxes 191,523 (160,609) 30,914
Income taxes 75,899 (63,780) (d)
(935) (f) 11,184
----------- ----------- -------------
Net income $ 115,624 $ (95,894) $ 19,730
----------- ----------- -------------
----------- ----------- -------------
Earnings per share $ 1.73 $ .30
----------- -------------
----------- -------------
Shares used to compute
earnings per share 66,663 66,663 (g)
----------- -------------
----------- -------------
<FN>
See accompanying notes to the pro forma condensed
consolidated statement of income.
</TABLE>
<PAGE>11
ALBEMARLE CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
(In Thousands Except Per-Share Amounts)
(Unaudited)
8. Continued.
Notes to the pro forma condensed consolidated statement of income
are described below:
(a) To eliminate the results of operations of the Olefins
Business for the period January 1, 1996 thru February 29,
1996 as though the sale to Amoco occurred on January 1,
1996, and to reflect reductions in administrative and other
costs which occurred because of personnel, employee benefits
(including compensation) and other cost reductions assumed
implemented following the sale of the Olefins Business to
Amoco.
(b) To record service fee income and incremental sales revenue
generated from providing various services and products under
contracts to Amoco and to record costs and expenses for
services and products provided by Amoco. The service and
supply arrangements were entered into in connection with the
sale of the Olefins Business to Amoco.
(c) To reflect the pro forma interest cost savings resulting
from the repayment of certain domestic and Belgian debt,
using the proceeds received from the sale of the Olefins
Business.
(d) To eliminate the gain and related income taxes on the March
1, 1996, sale of the Olefins Business.
(e) To record the related amortization of certain advance rents
received from Amoco upon closing of the sale of the Olefins
Business associated with an arrangement in the nature of an
operating lease in Belgium.
(f) To record the income tax effects of the adjustments set
forth in Notes (a) through (c) and (e) above, calculated at
an assumed combined domestic state and federal income tax
rate of 37.92%. The Company's income tax provision on the
results of operations of the remaining businesses was
adjusted for utilization of a portion of the Belgian net
operating loss carryforwards for which a valuation allowance
had previously been provided on the related deferred tax assets
and for the estimated additional income taxes which would have
resulted if undistributed foreign earnings had been remitted
to the Company.
<PAGE>12
ALBEMARLE CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------
(In Thousands Except Share Amounts)
(Unaudited)
8. Continued.
(g) The average number of shares used to compute earnings per
share does not include the effects of the Company's tender
offer concluded on April 1, 1996, as if it had occurred on
January 1, 1996. The average number of shares would have
been 57,179,000 had the offer been assumed to have been
completed on January 1, 1996.
<PAGE>13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
-------------------------------------
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
------------------------------------------------
The following is management's discussion and analysis of certain
significant factors affecting Albemarle Corporation's
("Albemarle" or "the Company") results of operations during the
periods included in the accompanying consolidated statements of
income and changes in the Company's financial condition since
December 31, 1996.
On March 1, 1996, the Company sold its alpha olefins, poly alpha
olefins and synthetic alcohol businesses ("Olefins Business") to
Amoco Chemical Company ("Amoco"). After the sale, Albemarle is
engaged in the Bromine Chemicals and Specialty Chemicals and
Surfactants and Biocides businesses.
Results of Operations
- ---------------------
First Quarter 1997 Compared with First Quarter 1996
- ---------------------------------------------------
NET SALES
Net sales for the first quarter of 1997 amounted to $198.4
million, down from $270.2 million in 1996. Excluding the first
two months 1996 net sales (approximately $80 million) of the
Olefins Business sold on March 1, 1996, Albemarle's net sales for
the first quarter of 1997 would have shown an increase of four
percent, or $8.3 million. The higher net sales were primarily
due to increased shipments of organometallics, partly offset by a
decrease in shipments of zeolites.
OPERATING COSTS AND EXPENSES
Cost of goods sold decreased 33% ($64.0 million) in 1997 from
1996 primarily reflecting the impact of two months cost of goods
sold of the Olefins Business included in the 1996 period. In
addition, 1997 cost of goods sold reflects the impact of higher
foreign exchange gains, offset in part by start-up costs for
naproxen. Overall the gross profit margin increased to 33.5% in
the 1997 quarter from 27.4% in the 1996 period reflecting
primarily the elimination of the results of the Olefins Business,
which had lower profit margins.
Selling, general and administrative expenses, combined with
research and development expenses, decreased 16% in 1997 versus
the 1996 quarter reflecting the impact of expenses associated
with two-months operations of the Olefins Business included in
the 1996 period. Also, 1997 expenses reflect the benefit of lower
employee-related expenses resulting from the Company's work force
reduction program implemented when the Olefins Business was sold.
<PAGE>14
As a percentage of net sales, selling, general and
administrative expenses, including research and development
expenses were 17.1% in 1997 versus 15.1% in the 1996 quarter.
Excluding the selling, general and administrative expenses and
research and development expenses eliminated in connection with
the Olefins Business sold, the percentage of net sales, of
selling, general and administrative expenses, including research
and development expenses for 1996, would have been 19.0 percent.
OPERATING PROFIT
Operating profit in the first quarter of 1997 decreased
approximately 3% from the corresponding period in 1996. Excluding
the first two months 1996 operating profit of the Olefins
Business sold, 1997 operating profit for the quarter would have
been up over the 1996 period.
INTEREST AND FINANCING EXPENSES AND OTHER INCOME
Interest and financing expenses in 1997 decreased to $.2 million
from $1.8 million in 1996 due to lower average outstanding debt.
Other income decreased $1.7 million primarily due to lower
interest income in the 1997 period.
GAIN ON SALE OF BUSINESS
The Company's 1996 first quarter earnings included a gain of
$158.2 million ($94.4 million after income taxes) on the sale of
the Olefins Business.
INCOME TAXES
Income taxes for first quarter 1997 decreased $63.8 million
compared to the first quarter of 1996 on a $ 159.3 million
decrease in pretax income while the effective tax rate was 37.4%
in the 1997 quarter versus 39.6% for the 1996 period. Excluding
the effect of the gain on the sale of the Olefins Business, the
effective tax rate for the 1996 period was 36.3%. The higher tax
rate in 1997 reflects an increase in income from foreign
subsidiaries, which are taxed higher than U. S. statutory rates
and for which no repatriated benefits are provided.
Financial Condition and Liquidity
- ---------------------------------
Cash and cash equivalents at March 31, 1997, were $2.6 million,
representing a decrease of $11.6 million from $14.2 million at
year-end 1996.
Cash flows from operating activities together with $11.6 million
of existing cash and borrowings of $12.6 million, were used to
cover operating activities including a working capital increase,
capital expenditures and acquisition cost, payment of dividends
and repayment of debt.
The Company anticipates that cash provided from operations in the
future will be sufficient to pay its operating expenses, satisfy
debt-service obligations and make dividend payments to common
shareholders at current rates.
<PAGE>15
The Company's foreign currency translation adjustments, net of
related deferred taxes, at March 31, 1997, decreased 68% from
December 31, 1996, primarily due to the strengthening of the U.S.
dollar.
The noncurrent portion of the Company's long-term debt amounted
to $35.4 million at March 31, 1997, compared to $24.4 million at
the end of 1996. The Company's long-term debt, including the
current portion, as a percentage of total capitalization amounted
to 6.6% at March 31, 1997.
The Company's capital expenditures combined with acquisition
costs in the first quarter of 1997 were higher than in the first
quarter of 1996. For the year, capital expenditures are
forecasted to be slightly above the 1996 level. Capital spending
will be financed primarily with cash flow from operations with
any additional cash provided from additional debt. The amount
and timing of any additional borrowing will depend on the
Company's specific cash requirements.
The Company is subject to federal, state, local and foreign
requirements regulating the handling, manufacture and 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. To
the best of the Company's knowledge, it currently is complying
with and expects to continue to comply in all material respects
with existing environmental laws, regulations, statutes and
ordinances. Such compliance with federal, state, local and
foreign environmental protection laws has not in the past had,
and is not expected to have in the future, a material effect on
earnings or the competitive position of Albemarle.
Among other environmental requirements, the Company is subject to
the federal Superfund law, and similar state laws, under which
the Company may be designated as a potentially responsible party
and may be liable for a share of the costs associated with
cleaning up various hazardous waste sites.
Recent Developments
- -------------------
On March 31, 1997, the Company and Mitsui Toatsu Chemicals, Inc.
(Mitsui Toatsu) completed the formation of an alliance whereby
Albemarle acquired 50 percent of the outstanding stock of Nippon
Aluminum Alkyls, Ltd. (NAA) for cash. Mitsui Toatsu will
continue to hold the remaining 50 percent of NAA. NAA produces
organometallic catalysts at its facility in Takaishi City, Osaka,
and distributes products to the petrochemical and synthetic
rubber industries in Japan and the Asia Pacific area.
<PAGE>16
Part II - OTHER INFORMATION
- ----------------------------
ITEM 1. Legal Proceedings
------------------
Three administrative proceedings with the federal Occupational
Safety and Health Administration (OSHA), involving a total
potential penalty in excess of $100,000, but not more than
$250,000, were commenced in 1996 and reported previously in the
Company's 1996 reports on Form 10-Q and 10-K. The Company filed
a notice of contest and is contesting vigorously each citation.
The three citations have been combined for hearing in July, 1997.
Each of these citations arose out of a series of unrelated fires
in the MEMC Electronic Materials, Inc. ("MEMC") Polysilicon plant
in Pasadena, Texas that was sold to MEMC but which is operated by
the Company under contract.
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the annual meeting of shareholders held on April 23, 1997, the
shareholders elected the directors nominated in the Proxy with
the following affirmative votes and votes withheld:
<TABLE>
<CAPTION>
Director Affirmative Votes Votes Withheld
- -------- ------------------ ---------------
<S> <C> <C>
Craig R. Andersson 49,915,925 172,547
Dirk Betlem 49,919,820 168,652
Floyd D. Gottwald, Jr. 49,899,972 188,501
John D. Gottwald 49,910,613 177,860
Andre B. Lacy 49,919,385 169,087
Seymour S. Preston, III 49,918,871 169,601
Emmett J. Rice 49,898,297 190,175
Charles B. Walker 49,893,130 195,343
Anne M. Whittemore 49,914,826 173,646
</TABLE>
The shareholders also approved the selection of Coopers & Lybrand
as the Company's auditors with 49,930,132 affirmative votes,
68,712 against and 89,629 abstentions.
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during the
quarter for which this report is filed.
<PAGE>17
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 thereunto duly authorized.
ALBEMARLE CORPORATION
- ----------------------- (Registrant)
Date: May 6, 1996 By: Thomas G. Avant
--------------------
Thomas G. Avant
Senior Vice President
(Principal Accounting Officer)
Date: May 6, 1996 By: Charles B. Walker
-------------------
Charles B. Walker
Vice Chairman of the Board
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED
BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS PART OF THE
ANNUAL REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
ANNUAL REPORT ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> $2,615
<SECURITIES> $0
<RECEIVABLES> $146,957
<ALLOWANCES> $1,359
<INVENTORY> $91,533
<CURRENT-ASSETS> $258,074
<PP&E> $1,152,283
<DEPRECIATION> $661,422
<TOTAL-ASSETS> $842,146
<CURRENT-LIABILITIES> $134,812
<BONDS> $0
$0
$0
<COMMON> $550
<OTHER-SE> $509,686
<TOTAL-LIABILITY-AND-EQUITY> $842,146
<SALES> $198,394
<TOTAL-REVENUES> $198,394
<CGS> $132,032
<TOTAL-COSTS> $166,028
<OTHER-EXPENSES> $0
<LOSS-PROVISION> $0
<INTEREST-EXPENSE> $197
<INCOME-PRETAX> $32,231
<INCOME-TAX> $12,054
<INCOME-CONTINUING> $20,177
<DISCONTINUED> $0
<EXTRAORDINARY> $0
<CHANGES> $0
<NET-INCOME> $20,177
<EPS-PRIMARY> $0.36
<EPS-DILUTED> $0.36
</TABLE>
