SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 6
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
September 30, 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 [ ].
CUSIP NO. 012653 10 1
<PAGE>
1 NAME OF REPORTING PERSONS
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 953,141
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY 5,964,061
EACH
9 SOLE DISPOSITIVE POWER
REPORTING 953,141
10 SHARED DISPOSITIVE POWER
PERSON WITH 5,964,061
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,917,202
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
181,377 shares held by foundation; 2,209,669 shares owned by adult
sons
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.17%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT*
CUSIP NO. 012653 10 1 13D
<PAGE>
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 3,218,349
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY 3,441,475
EACH
9 SOLE DISPOSITIVE POWER
REPORTING 3,218,349
10 SHARED DISPOSITIVE POWER
PERSON WITH 3,441,475
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,659,824
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
181,377 shares held by foundation; 2,306,007 shares
owned by adult sons
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.72%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT*
* Amendment No. 6 amends and supplements Amendment Nos. 1, 2, 3, 4 and 5 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. 6 is to file the attached Confirming Statement of Floyd D.
Gottwald, Jr.
<PAGE>
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. 5, Floyd D. Gottwald, Jr. and Bruce C.
Gottwald have not purchased additional shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
(a) 18,274,080 shares of Common Stock of the Issuer are owned
beneficially by Floyd D. Gottwald, Jr. and Bruce C. Gottwald,
constituting 38.83% 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 - 4,352,867 2/
(ii) shared power to vote or to direct the vote - 13,921,213 3/
(iii) sole power to dispose of or to direct the disposition
of - 4,352,867 2/
(iv) shared power to dispose of or to direct the disposition
of - 13,921,213 3/
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 13,921,213 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.
3/ Includes 2,209,669 shares owned by the adult sons of Floyd D.
Gottwald, Jr. and 2,306,007 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.
<PAGE>
(c) From July 28, 1998 to July 31, 1998, Floyd D. Gottwald,
Jr. purchased 143,100 shares of Common Stock of the Issuer on
the open market as follows:
Date Number of Shares Per Share Price
---- ---------------- ---------------
07/28/98 81,600 $20.25
07/31/98 61,500 $19.68
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
13,921,213 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. 6 to Schedule 13D.
2. Confirming Statement of Floyd D. Gottwald, Jr.
<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.
November 4, 1998 /s/ J. Judson Williams, II
-----------------------------------
J. Judson Williams II, Esq.
Power of Attorney for
Floyd D. Gottwald, Jr.
/s/ Bruce C. Gottwald
----------------------------------
Bruce C. Gottwald
<PAGE>
EXHIBIT INDEX
Exhibit 1 Agreement between Floyd D. Gottwald, Jr. and Bruce C. Gottwald
with respect to the filing of this Amendment No. 6 to Schedule 13D.
Exhibit 2 Confirming Statement of Floyd D. Gottwald, Jr.
Exhibit 1
We, the undersigned, hereby express our agreement that the attached
Amendment No. 6 to Schedule 13D is filed on behalf of each of the undersigned.
November 4, 1998 /s/ J. Judson Williams, II
--------------------------------
J. Judson Williams II, Esq.
Power of Attorney for
Floyd D. Gottwald, Jr.
/s/ Bruce C. Gottwald
----------------------------------
Bruce C. Gottwald
Exhibit 2
CONFIRMING STATEMENT
This Statement confirms that the undersigned, Floyd D. Gottwald, Jr., has
authorized and designated J. Judson Williams II to execute and file on the
undersigned's behalf all Schedules 13D (including any amendments thereto) that
the undersigned may be required to file with the U.S. Securities and Exchange
Commission as a result of the undersigned's ownership of or transactions in
securities of Albemarle Corporation. The authority of J. Judson Williams II
under this Statement shall continue until the undersigned is no longer required
to file Schedules 13D (or any amendments thereto) with regard to the
undersigned's ownership of or transactions in securities of Albemarle
Corporation, unless earlier revoked in writing. The undersigned acknowledges
that J. Judson Williams II is not assuming any of the undersigned's
responsibilities to comply with Section 13 of the Securities Exchange Act of
1934.
Date: November 4, 1998 /s/ Floyd D. Gottwald, Jr.
---------------------------
Floyd D. Gottwald, Jr.
