SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 4
to SCHEDULE 13D
Under the Securities Exchange Act of 1934
ALBEMARLE CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of class of securities)
012653 10 1
(CUSIP NUMBER)
Floyd D. Gottwald, Jr.
Bruce C. Gottwald
330 South Fourth Street
Richmond, Virginia 23219
Telephone No. 804-788-5401
(Name, address and telephone number of person authorized to
receive notices and communications)
Copy to:
Allen C. Goolsby
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
March 3, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
Check the following box if a fee is being paid with
this statement [ ].
Page 1 of 8 Pages
<PAGE>
CUSIP NO. 012653 10 1 13D Page 2 of 8 Pages
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Floyd D. Gottwald, Jr. - ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 810,041
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,964,061
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 810,041
PERSON WITH 10 SHARED DISPOSITIVE POWER
5,964,061
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,744,102
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
181,377 shares held by foundation; 2,209,579 shares owned by adult sons
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.57%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 012653 10 1 13D Page 3 of 8 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bruce C. Gottwald - ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,215,582
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,441,475
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,215,582
PERSON WITH 10 SHARED DISPOSITIVE POWER
3,441,475
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,657,057
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
181,377 shares held by foundation; 2,305,995 shares owned by adult sons
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.35%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT*
<PAGE>
* Amendment No. 4 amends and supplements Amendment Nos. 1, 2
and 3 to the statement on Schedule 13D filed on March 10, 1994, by Floyd D.
Gottwald, Jr. and Bruce C. Gottwald with respect to shares of Common Stock (the
"Common Stock") of Albemarle Corporation (the "Issuer"). The purpose for the
filing of this Amendment No. 4 is to report the sale of a block of 500,000
shares of Common Stock to the Issuer by Bruce C. Gottwald and a partnership in
which he is a general partner on the New York Stock Exchange ("NYSE") in
accordance with the restrictions under Rule 10b-18 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and pursuant to the Issuer's stock
repurchase program.
Item 1. Security and Issuer.
This statement relates to the Common Stock of the Issuer, a
Virginia corporation having its principal executive offices at 330 South Fourth
Street, Richmond, Virginia 23219.
Item 3. Source and Amount of Funds or Other Consideration.
Since the filing of Amendment No. 3, Floyd D. Gottwald, Jr.
and Bruce C. Gottwald have not purchased additional shares of Common Stock
except automatic purchases pursuant to the Issuer's dividend reinvestment plan
and Issuer benefit plans.
Item 5. Interest in Securities of the Issuer.
(a) 18,128,110 shares of Common Stock of the Issuer are
owned beneficially by Floyd D. Gottwald, Jr. and
Bruce C. Gottwald, constituting 33.60% of such shares
outstanding.1/
(b) Number of shares as to which such persons have:
(i) sole power to vote or to direct the vote -
4,207,000 2/
(ii) shared power to vote or to direct the vote -
13,921,110 3/
(iii) sole power to dispose of or to direct the
disposition of - 4,207,000 2/
(iv) shared power to dispose of or to direct the
disposition of-13,921,1103/
1/ The filing of this statement shall not be construed
as an admission that for the purposes of Section
13(d) or 13(g) of the Securities Exchange Act of
1934, Floyd D. Gottwald, Jr. or Bruce C. Gottwald are
the beneficial owners of 181,377 shares described in
Items 5(b)(i) and (iii) or the 13,921,110 shares
described in Items 5(b)(ii) and (iv).
2/ This amount includes 181,377 shares owned by a
charitable foundation for which the Gottwalds serve
as the sole directors. Floyd D. Gottwald, Jr. and
Bruce C. Gottwald disclaim any beneficial interest in
any shares held in the foundation.
Page 4 of 8 Pages
<PAGE>
3/ Includes 2,209,579 shares owned by the adult sons of
Floyd D. Gottwald, Jr. and 2,305,995 shares owned by
the adult sons of Bruce C. Gottwald who do not reside
in their father's home. It does not include shares
held by Merrill Lynch, Pierce, Fenner & Smith
Incorporated as Trustee under the savings plans of
Ethyl Corporation and the Issuer for their employees
for the benefit of employees other than the
Gottwalds. Shares held by the Trustee under these
plans for the benefit of the Gottwalds are included
in Items (5)(b)(i)-(iv) above. Shares held under the
savings plans are voted by the Trustee in accordance
with instructions solicited from employees
participating in the plans. If a participating
employee does not give the Trustee voting
instructions, his shares are voted by the Trustee in
accordance with management's recommendations to the
shareholders. Because the Gottwalds are executive
officers, directors and the largest shareholders of
Ethyl Corporation and of the Issuer, they may be
deemed to be control persons of Ethyl Corporation and
of the Issuer.
(c) On March 3, 1998, Bruce C. Gottwald and a partnership
in which he is a general partner sold on the NYSE a
block of 500,000 Shares of Common Stock, 200,000
shares by Bruce C. Gottwald and 300,000 shares by the
partnership. The Issuer purchased such Shares at a
price of $25.00 per share, the price for the
immediately preceding sale of Common Stock on the
NYSE, in accordance with the price, volume and other
restrictions of Rule 10b-18 under the Exchange Act
and pursuant to the Issuer's stock repurchase
program. On March 19, 1998, Bruce C. Gottwald made
gifts to various members of the Gottwald families
totaling 8,009 shares of Common Stock. Between March
3, 1998 and April 2, 1998, James T. Gottwald, an
adult son of Floyd D. Gottwald, Jr., sold an
aggregate of 32,307 shares of Common Stock at a price
per share ranging from $24.19 to $25.77. Various
members of the Gottwald families have acquired
additional minor amounts of Common Stock pursuant to
the employee savings plans of Ethyl Corporation and
the Issuer. There have been no other transactions in
the past 60 days.
(d) Other persons have the right to receive or the power
to direct the receipt of dividends from, or the
proceeds from the sale of, all 13,921,110 shares
described in Items 5(b)(ii) and (iv). However, none
of such persons' individual interest relates to more
than 5 percent of the class of securities for which
this Schedule is filed.
Item 7. Material to be Filed as Exhibits.
1. Agreement between Floyd D. Gottwald, Jr. and Bruce C.
Gottwald with respect to the filing of this Amendment
No. 4 to Schedule 13D.
Page 5 of 8 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: June 19, 1998 /s/ Floyd D. Gottwald, Jr.
------------------------------------
Floyd D. Gottwald, Jr.
/s/ Bruce C. Gottwald
------------------------------------
Bruce C. Gottwald
Page 6 of 8 Pages
<PAGE>
EXHIBIT INDEX
Exhibit 1 Agreement between Floyd D. Gottwald, Jr. and Bruce C. Gottwald
with respect to the filing of this Amendment No. 4 to Schedule
13D.
Page 7 of 8 Pages
Exhibit 1
We, the undersigned, hereby express our agreement that the attached
Amendment No. 4 to Schedule 13D is filed on behalf of each of the undersigned.
Dated: June 19, 1998 /s/ Floyd D. Gottwald, Jr.
------------------------------------
Floyd D. Gottwald, Jr.
/s/ Bruce C. Gottwald
------------------------------------
Bruce C. Gottwald
