<PAGE>1
SECURITIES AND EXCHANCE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the fiscal year ended December 31, 1997
------------------
OR
--- TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ______to ________
Commission file number: 33-75622
A. Full title of the plan and the address of the
plan, if different from that of the issuer
named below:
SAVINGS PLAN FOR THE EMPLOYEES
OF ALBEMARLE CORPORATION
B. Name of issuer of the securities held
pursuant to the plan and the address of its
principal executive office:
Albemarle Corporation
330 S. Fourth Street
Richmond, Virginia 23219
<PAGE>2
REQUIRED INFORMATION
See Appendix 1.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
SAVINGS PLAN FOR THE EMPLOYEES
OF ALBEMARLE CORPORATION
BY: s/ Charles B. Walker
-------------------------
Charles B. Walker
Chairman of the Savings
Plan Committee
Dated: June 29, 1998
<PAGE>3
Appendix I
SAVINGS PLAN FOR THE EMPLOYEES OF
ALBEMARLE CORPORATION
ANNUAL REPORT
DECEMBER 31, 1997 AND 1996
<PAGE>4
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
INDEX OF FINANCIAL STATEMENTS AND SCHEDULES
Page
Report of Independent Accountants 2
Financial Statements:
Statement of Assets Available for Benefits With Fund
Information at December 31, 1997 3
Statement of Assets Available for Benefits With Fund
Information at December 31, 1996 4
Statement of Changes in Assets Available for Benefits
With Fund Information for the Year Ended December
31, 1997 5
Notes to Financial Statements 6-15
Supplemental Schedules:
Assets Held for Investment Purposes,
December 31, 1997 16
Nonexempt Party-in-Interest Transactions for
the Year Ended December 31, 1997 *
Obligations in Default for the Year Ended
December 31, 1997 *
Leases in Default for the Year Ended
December 31, 1997 *
Reportable Transactions for the Year Ended
December 31, 1997 17
*Trustee reported no such transactions, obligations
or leases in default.
<PAGE>5
Report of Independent Accountants
To Albemarle Corporation, Plan Administrator:
We have audited the accompanying statements of assets available
for benefits with fund information of the Savings Plan for the
Employees Of Albemarle Corporation (the "Plan") as of December
31, 1997 and 1996, and the related statement of changes in assets
available for benefits with fund information for the year ended
December 31, 1997. These financial statements are the
responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the assets available
for benefits of the Plan as of December 31, 1997 and 1996, and
the changes in assets available for benefits for the year ended
December 31, 1997, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of assets held for investment purposes and
reportable transactions are presented for purposes of additional
analysis and are not a required part of the basic financial
statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the
Plan's management. The fund information in the statements of
assets available for benefits and statement of changes in assets
available for benefits is presented for purposes of additional
analysis rather than to present the assets available for benefits
and changes in assets available for benefits of each fund. The
supplemental schedules and fund information have been subjected
to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial
statements taken as a whole.
Richmond, Virginia
June 22, 1998
<PAGE>6
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------
Common Common Stock
Stock Inactive Options
------------- -----------------------------------
Albemarle Ethyl Tredegar
Corporation Corporation Industries Inc.
Common Common Common
Stock Stock Stock
------------- --------------- -----------------
<S> <C> <C> <C>
Assets:
Cash
------------ ---------------- -----------------
Investments:
Co-Mingled Trusts:
Merrill Lynch
Retirement Preservation
Trust (cost $37,708,235)
Merrill Lynch Equity Index
Trust(cost $36,444,235)
Mutual Funds:
PIMCO Total Return Fund
(cost $6,344,260)
Merrill Lynch Capital
Fund(cost $10,828,717)
Davis New York Venture
Fund (cost $900,552)
Alliance Premier Growth
Fund (cost $794,843)
Merrill Lynch Growth
Fund(cost $881,787)
Franklin Small Cap
Growth Fund
(cost $1,207,779)
Ivy International
Fund(cost $316,096)
Loan Fund:
Loan Fund
Common Stocks:
Albemarle Corporation
(cost $55,986,394)
Participant directed $56,146,418
Non-participant directed
Ethyl Corporation $19,001,575
(cost $18,701,465)
Tredegar Industries, Inc. $13,806,159
(cost $719,260)
------------- --------------- -----------------
Total investments 56,146,418 19,001,575 13,806,159
Receivables:
Interest and dividends
------------- -------------- ------------------
Assets available $56,146,418 $19,001,575 $13,806,159
for benefits ------------- -------------- ------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>7
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997
Participant Directed
-----------------------------------------------
Comingled Mutual
Trusts Funds
----------------------------- -----------------
Merrill Lynch Merrill
Retirement Lynch PIMCO
Preservation Equity Index Total Return
Trust Trust Fund
------------- --------------- -----------------
Assets:
Cash $50,275 $28,354
------------ ---------------- -----------------
Investments:
Co-Mingled Trusts:
Merrill Lynch
Retirement Preservation
Trust (cost $37,708,235) 37,708,235
Merrill Lynch Equity Index
Trust(cost $36,444,235) $37,749,800
Mutual Funds:
PIMCO Total Return Fund
(cost $6,344,260) 6,239,540
Merrill Lynch Capital
Fund(cost $10,828,717)
Davis New York Venture
Fund (cost $900,552)
Alliance Premier Growth
Fund (cost $794,843)
Merrill Lynch Growth
Fund(cost $881,787)
Franklin Small Cap
Growth Fund
(cost $1,207,779)
Ivy International
Fund(cost $316,096)
Loan Fund:
Loan Fund
Common Stocks:
Albemarle Corporation
(cost $55,986,394)
Participant directed
Non-participant directed
Ethyl Corporation
(cost $18,701,465)
Tredegar Industries, Inc.
(cost $719,260)
------------- --------------- -----------------
Total investments 37,708,235 37,749,800 6,239,540
Receivables:
Interest and dividends 182 102
------------- -------------- ------------------
Assets available $37,759,142 $37,749,800 $6,267,996
for benefits ------------- -------------- ------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>8
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997
Participant Directed
-----------------------------------------------
Mutual
Funds
-------------------------------------------------
Davis Alliance
Merrill Lynch New York Premier
Capital Venture Growth
Fund Fund Fund
------------- --------------- -----------------
Assets:
Cash $126,816 $15,417
------------ ---------------- -----------------
Investments:
Co-Mingled Trusts:
Merrill Lynch
Retirement Preservation
Trust (cost $37,708,235)
Merrill Lynch Equity Index
Trust(cost $36,444,235)
Mutual Funds:
PIMCO Total Return Fund
(cost $6,344,260)
Merrill Lynch Capital
Fund(cost $10,828,717) $10,643,543
Davis New York Venture
Fund (cost $900,552) 916,056
Alliance Premier Growth
Fund (cost $794,843) 817,150
Merrill Lynch Growth
Fund(cost $881,787)
Franklin Small Cap
Growth Fund
(cost $1,207,779)
Ivy International
Fund(cost $316,096)
Loan Fund:
Loan Fund
Common Stocks:
Albemarle Corporation
(cost $55,986,394)
Participant directed
Non-participant directed
Ethyl Corporation
(cost $18,701,465)
Tredegar Industries, Inc.
(cost $719,260)
------------- --------------- -----------------
Total investments 10,643,543 916,056 817,150
Receivables:
Interest and dividends 454 55
------------- -------------- ------------------
Assets available $10,643,543 $1,043,326 $832,622
for benefits ------------- -------------- ------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>9
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997
Participant Directed
-----------------------------------------------
Mutual
Funds
-------------------------------------------------
Franklin
Merrill Lynch Small Cap Ivy
Growth Growth International
Fund Fund Fund
------------- --------------- -----------------
Assets:
Cash $280,917 $8,104
------------ ---------------- -----------------
Investments:
Co-Mingled Trusts:
Merrill Lynch
Retirement Preservation
Trust (cost $37,708,235)
Merrill Lynch Equity Index
Trust(cost $36,444,235)
Mutual Funds:
PIMCO Total Return Fund
(cost $6,344,260)
Merrill Lynch Capital
Fund(cost $10,828,717)
Davis New York Venture
Fund (cost $900,552)
Alliance Premier Growth
Fund (cost $794,843)
Merrill Lynch Growth
Fund(cost $881,787) 901,104
Franklin Small Cap
Growth Fund
(cost $1,207,779) 1,246,066
Ivy International
Fund(cost $316,096) $316,206
Loan Fund:
Loan Fund
Common Stocks:
Albemarle Corporation
(cost $55,986,394)
Participant directed
Non-participant directed
Ethyl Corporation
(cost $18,701,465)
Tredegar Industries, Inc.
(cost $719,260)
------------- --------------- -----------------
Total investments 901,104 1,246,066 316,206
Receivables:
Interest and dividends 1,006 28
------------- -------------- ------------------
Assets available $1,183,027 $1,254,198 $316,206
for benefits ------------- -------------- ------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>10
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997
Non-
Participant Participant
Directed Directed
------------- ---------------
Common
Loan Fund Stock
------------------------------
Albemarle
Corporation
Common
Stock Total
------------- --------------- -----------------
Assets:
Cash $510,133
------------ ---------------- -----------------
Investments:
Co-Mingled Trusts:
Merrill Lynch
Retirement Preservation
Trust (cost $37,708,235) 37,708,235
Merrill Lynch Equity Index
Trust(cost $36,444,235) 37,749,800
Mutual Funds:
PIMCO Total Return Fund 6,239,540
(cost $6,344,260)
Merrill Lynch Capital
Fund(cost $10,828,717) 10,643,543
Davis New York Venture
Fund (cost $900,552) 916,056
Alliance Premier Growth
Fund (cost $794,843) 817,150
Merrill Lynch Growth
Fund(cost $881,787) 901,104
Franklin Small Cap
Growth Fund
(cost $1,207,779) 1,246,066
Ivy International
Fund(cost $316,096) 316,206
Loan Fund:
Loan Fund $680,128 680,128
Common Stocks:
Albemarle Corporation
(cost $55,986,394)
Participant directed 56,146,418
Non-participant directed $40,841,050 40,841,050
Ethyl Corporation
(cost $18,701,465) 19,001,575
Tredegar Industries, Inc.
(cost $719,260) 13,806,159
------------- --------------- -----------------
Total investments 680,128 40,841,050 227,013,030
Receivables:
Interest and dividends 1,827
------------- -------------- ------------------
Assets available $680,128 $40,841,050 $227,525,190
for benefits ------------- -------------- ------------------
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>11
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------
Common Stock
Common Stock Inactive Options
--------------- ----------------------------------
Albemarle Ethyl Tredegar
Corporation Corporation Industries, Inc.
Common Stock Common Stock Common Stock
-------------- -------------- -----------------
<S> <C> <C> <C>
Assets:
Cash $409 $457
------------- --------------- ----------------
Investments:
Money Market fund:
Nations Prime Fund
(cost $44,540,812)
Mutual funds:
Fidelity U.S. Bond
Index Portfolio Fund
(cost $4,824,976)
Nations Equity Index
Fund (cost $17,765,304)
Nations Balanced Fund
(cost $4,819,963)
Common stocks:
Albemarle Corporation
(cost $54,122,991):
Participant directed 24,628,785
Non-participant
directed
Ethyl Corporation
(cost $21,726,517) $27,639,769
Tredegar Industries, Inc.
(cost $724,689) 9,140,787
-------------- --------------- -----------------
Total investments 24,628,785 27,639,769 9,140,787
Receivables:
Interest and dividends 90,459 364,878 18,418
Employee contributions 17,922
Employer contributions
------------- -------------- ------------------
Assets available
for benefits $24,737,575 $28,004,647 $9,159,662
------------- -------------- ------------------
------------- -------------- ------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>12
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1996
Participant Directed
---------------------------------------------------
Mutual
Money Market Funds
--------------- ----------------------------------
Fidelity U.S.
Nations Prime Bond Index Nations Equity
Fund Portfolio Fund Index Fund
-------------- -------------- -----------------
Assets:
Cash $65,593 $17,125 $220,840
------------- --------------- ----------------
Investments:
Money Market fund:
Nations Prime Fund
(cost $44,540,812) 44,540,812
Mutual funds:
Fidelity U.S. Bond
Index Portfolio Fund
(cost $4,824,976) 4,840,001
Nations Equity Index
Fund (cost $17,765,304) 21,740,975
Nations Balanced Fund
(cost $4,819,963)
Common stocks:
Albemarle Corporation
(cost $54,122,991):
Participant directed
Non-participant
directed
Ethyl Corporation
(cost $21,726,517)
Tredegar Industries, Inc.
(cost $724,689)
-------------- --------------- -----------------
Total investments 44,540,812 4,840,001 21,740,975
Receivables:
Interest and dividends 200,276 27,730
Employee contributions 9,699 2,359 14,628
Employer contributions
------------- -------------- ------------------
Assets available
for benefits $44,816,380 $4,887,215 $21,976,443
------------- -------------- ------------------
------------- -------------- ------------------
The accompanying notes are an integral part of the financial statements.
<PAGE>13
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1996
Non-
Participant Participant
Directed Directed
--------------- --------------
Mutual Common
Funds Stock
--------------- --------------
Nations Albemarle
Balanced Corporation
Fund Common Stock Total
-------------- -------------- -----------------
Assets:
Cash $50,857 $355,281
------------- --------------- ----------------
Investments:
Money Market fund:
Nations Prime Fund
(cost $44,540,812)
44,540,812
Mutual funds:
Fidelity U.S. Bond
Index Portfolio Fund
(cost $4,824,976) 4,840,001
Nations Equity Index
Fund (cost $17,765,304) 21,740,975
Nations Balanced Fund
(cost $4,819,963) 5,718,942 5,718,942
Common stocks:
Albemarle Corporation
(cost $54,122,991):
Participant directed 24,628,785
Non-participant
directed $51,019,214 51,019,214
Ethyl Corporation
(cost $21,726,517) 27,639,769
Tredegar Industries, Inc.
(cost $724,689) 9,140,787
-------------- --------------- -----------------
Total investments 5,718,942 51,019,214 189,269,285
Receivables:
Interest and dividends 192,844 894,605
Employee contributions 4,979 49,587
Employer contributions 23,842 23,842
------------- -------------- ------------------
Assets available
for benefits $5,774,778 $51,235,900 $190,592,600
------------- -------------- ------------------
------------- -------------- ------------------
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>14
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------
Common Stock
Common Stock Inactive Options
--------------- ----------------------------------
Albemarle Ethyl Tredegar
Corporation Corporation Industries, Inc.
Common Stock Common Stock Common Stock
-------------- -------------- -----------------
<S> <C> <C> <C>
Investment Income:
Dividends $569,325 $1,057,487 $55,185
Interest
Net appreciation
(depreciation)
in the fair value
of investments 14,526,256 (4,680,738) 5,704,176
------------- --------------- -----------------
Contributions:
Employee
Contributions 3,521,106
Employer
Contributions ------------- --------------- -----------------
Total contributions 3,521,106
------------- --------------- -----------------
Total additions
(deductions) 18,616,687 (3,623,251) 5,759,361
------------- --------------- -----------------
Benefit payments (3,218,465) (1,485,740) (730,997)
Interfund transfers 16,022,345 (3,893,978) (381,737)
Other, net (11,724) (103) (130)
------------- --------------- -----------------
Total(deductions)
additions 12,792,156 (5,379,821) (1,112,864)
------------- --------------- -----------------
Net increase
(decrease) for
the year ended
December 31, 1997 31,408,843 (9,003,072) 4,646,497
Assets available for
benefits, beginning
of year 24,737,575 28,004,647 9,159,662
------------- --------------- -----------------
Assets available for
benefits, end of
year $56,146,418 $19,001,575 $13,806,159
------------- --------------- -----------------
------------- --------------- -----------------
The accompanying notes are an integral part of the financial statements.
<PAGE>15
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For the Year Ended December 31, 1997
Participant Directed
-----------------------------------------------------
Co-Mingled Money
Trusts Market
------------------------------- ------------------
Merrill Lynch
Retirement Merrill Lynch
Preservation Equity Index Nations Prime
Trust Trust Fund
-------------- -------------- -----------------
Investment Income:
Dividends $566,173 $372
Interest $1,510,939
Net appreciation
(depreciation)
in the fair value
of investments 1,353,835
------------- --------------- -----------------
Contributions:
Employee
Contributions 309,526 765,814 1,037,748
Employer
Contributions ------------- --------------- -----------------
Total contributions 309,526 765,814 1,037,748
------------- --------------- -----------------
Total additions
(deductions) 875,699 2,120,021 2,548,687
------------- --------------- -----------------
Benefit payments (16,928) (11,418) (5,672,744)
Interfund transfers 36,906,315 35,658,596 (41,692,323)
Other, net (5,944) (17,399)
------------- --------------- -----------------
Total(deductions)
additions 36,883,443 35,629,779 (47,365,067)
------------- --------------- -----------------
Net increase
(decrease) for
the year ended
December 31, 1997 37,759,142 37,749,800 (44,816,380)
Assets available for
benefits, beginning
of year 44,816,380
------------- --------------- -----------------
Assets available for
benefits, end of
year $37,759,142 $37,749,800 --
------------- --------------- -----------------
------------- --------------- -----------------
The accompanying notes are an integral part of the financial statements.
<PAGE>16
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For the Year Ended December 31, 1997
Participant Directed
-----------------------------------------------------
Mutual
Funds
----------------------------------------------------
Fidelity U.S.
Bond Index Nations
Portfolio Equity Index Nations Balanced
Fund Fund Fund
-------------- -------------- -----------------
Investment Income:
Dividends $355,657
Interest $275,781
Net appreciation
(depreciation)
in the fair value
of investments 102,332 6,051,821 $1,054,236
------------- --------------- -----------------
Contributions:
Employee
Contributions 385,593 2,719,859 761,444
Employer
Contributions ------------- --------------- -----------------
Total contributions 385,593 2,719,859 761,444
------------- --------------- -----------------
Total additions
(deductions) 763,706 9,127,337 1,815,680
------------- --------------- -----------------
Benefit payments (704,399) (3,566,308) (458,035)
Interfund transfers (4,946,522) (27,537,472) (7,132,423)
Other, net
------------- --------------- -----------------
Total(deductions)
additions (5,650,921) (31,103,780) (7,590,458)
------------- --------------- -----------------
Net increase
(decrease) for
the year ended
December 31, 1997 (4,887,215) (21,976,443) (5,774,778)
Assets available for
benefits, beginning
of year 4,887,215 21,976,443 5,774,778
------------- --------------- -----------------
Assets available for
benefits, end of
year -- -- --
------------- --------------- -----------------
------------- --------------- -----------------
The accompanying notes are an integral part of the financial statements.
<PAGE>17
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For the Year Ended December 31, 1997
Participant Directed
-----------------------------------------------------
Mutual
Funds
----------------------------------------------------
Davis
PIMCO New York
Total Return Merrill Lynch Venture
Fund Capital Fund Fund
-------------- -------------- -----------------
Investment Income:
Dividends $245,714 $415,306 $9
Interest
Net appreciation
(depreciation)
in the fair value
of investments (102,341) (193,655) 15,504
------------- --------------- -----------------
Contributions:
Employee
Contributions 105,367 205,992 4,599
Employer
Contributions ------------- --------------- -----------------
Total contributions 105,367 205,992 4,599
------------- --------------- -----------------
Total additions
(deductions) 248,740 427,643 20,112
------------- --------------- -----------------
Benefit payments (2,866) (265)
Interfund transfers 6,023,947 10,217,833 1,020,652
Other, net (1,825) (1,668) 2,562
------------- --------------- -----------------
Total(deductions)
additions 6,019,256 10,215,900 1,023,214
------------- --------------- -----------------
Net increase
(decrease) for
the year ended
December 31, 1997 6,267,996 10,643,543 1,043,326
Assets available for
benefits, beginning
of year
------------- --------------- -----------------
Assets available for
benefits, end of
year $6,267,996 $10,643,543 $1,043,326
------------- --------------- -----------------
------------- --------------- -----------------
The accompanying notes are an integral part of the financial statements.
<PAGE>18
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For the Year Ended December 31, 1997
Participant Directed
-----------------------------------------------------
Mutual
Funds
----------------------------------------------------
Alliance
Premier Franklin
Growth Merrill Lynch Small Cap
Fund Growth Fund Growth Fund
-------------- -------------- -----------------
Investment Income:
Dividends $8 $9 $12
Interest
Net appreciation
(depreciation)
in the fair value
of investments 22,307 19,422 38,225
------------- --------------- -----------------
Contributions:
Employee
Contributions 2,708 4,561 4,459
Employer
Contributions ------------- --------------- -----------------
Total contributions 2,708 4,561 4,459
------------- --------------- -----------------
Total additions
(deductions) 25,023 23,992 42,696
------------- --------------- -----------------
Benefit payments (40) (2,886)
Interfund transfers 807,345 1,153,217 1,214,332
Other, net 254 5,858 56
------------- --------------- -----------------
Total(deductions)
additions 807,599 1,159,035 1,211,502
------------- --------------- -----------------
Net increase
(decrease) for
the year ended
December 31, 1997 832,622 1,183,027 1,254,198
Assets available for
benefits, beginning
of year
------------- --------------- -----------------
Assets available for
benefits, end of
year $832,622 $1,183,027 $1,254,198
------------- --------------- -----------------
------------- --------------- -----------------
The accompanying notes are an integral part of the financial statements.
<PAGE>19
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For the Year Ended December 31, 1997
Non-Participant
Participant Directed Directed
-------------------------------- -------------------
Mutual Loan Common
Funds Fund Stock
-------------- --------------- -----------------
Albemarle
Ivy Corporation
International Common
Fund Stock
-------------- -------------- -----------------
Investment Income:
Dividends $2,714 $393,652
Interest
Net appreciation
(depreciation)
in the fair value
of investments 35 9,936,322
------------- --------------- -----------------
Contributions:
Employee
Contributions 1,277
Employer 4,898,217
Contributions ------------- --------------- -----------------
Total contributions 1,277 4,898,217
------------- --------------- -----------------
Total additions
(deductions) 4,026 15,228,191
------------- --------------- -----------------
Benefit payments (1,168,049)
Interfund transfers 312,212 680,128 (24,432,467)
Other, net (32) (22,525)
------------- --------------- -----------------
Total(deductions)
additions 312,180 680,128 (25,623,041)
------------- --------------- -----------------
Net increase
(decrease) for
the year ended
December 31, 1997 316,206 680,128 (10,394,850)
Assets available for
benefits, beginning
of year 51,235,900
------------- --------------- -----------------
Assets available for
benefits, end of
year $316,206 $680,128 $40,841,050
------------- --------------- -----------------
------------- --------------- -----------------
The accompanying notes are an integral part of the financial statements.
<PAGE>20
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For the Year Ended December 31, 1997
Total
-----------------
Investment Income:
Dividends $3,661,623
Interest 1,786,720
Net appreciation
(depreciation)
in the fair value
of investments 33,847,737
-----------------
Contributions:
Employee
Contributions 9,830,053
Employer 4,898,217
Contributions -----------------
Total contributions 14,728,270
-----------------
Total additions
(deductions) 54,024,350
-----------------
Benefit payments (17,039,140)
Interfund transfers ---
Other, net (52,620)
-----------------
Total(deductions)
additions (17,091,760)
-----------------
Net increase
(decrease) for
the year ended
December 31, 1997 36,932,590
Assets available for
benefits, beginning
of year 190,592,600
-----------------
Assets available for
benefits, end of
year $227,525,190
-----------------
-----------------
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>21
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
General:
The accompanying financial statements of the Savings Plan For
The Employees Of Albemarle Corporation (the "Plan") have been
prepared in conformity with generally accepted accounting
principles.
On March 1, 1996, Albemarle completed the sale of its alpha
olefins, poly alpha olefins and synthetic alcohols businesses
to Amoco Chemical Company ("Amoco") for approximately $500
million. In connection with the sale, certain Albemarle
employees were offered employment by Amoco. The service of
employees who transferred to Amoco was recognized for
purposes of determining the employees' service for
participation, vesting and percentage of matching under
Amoco's defined contribution plan. Albemarle retained all
liability and obligation for payment of the transferred
employees' vested account balance under the Plan and agreed
to 100% vest such employees in their account balances.
On April 1, 1996, Albemarle Corporation ("Albemarle" or the
"Company") purchased 9,484,465 shares of its common stock
from existing shareholders at a price of $23.00 per share
plus expenses, through a tender offer. Participants in the
Plan holding Albemarle stock were allowed to participate in
the tender offer. In connection with this transaction,
98,486 shares of participant directed Albemarle common stock
were redeemed for total proceeds of $2,265,178. Proceeds
received for the shares sold were transferred to the Nations
Prime Fund and allocated to the appropriate participants'
accounts.
On July 31, 1995, Albemarle sold the assets and transferred
the technology for its electronic materials business to MEMC
Pasadena, Inc. ("MEMC") for approximately $59 million.
Effective May 1, 1997, Albemarle and MEMC revised the
operating agreements signed originally on July 31, 1995. Any
employee whose employment with Albemarle was terminated as a
result of the sale and who was employed by MEMC immediately
following termination, is considered fully vested in their
account balances.
Accounting Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan to
make significant estimates and assumptions that affect the
reported amounts of net assets as the date of the financial
statements and the reported amounts of changes in net assets
available for plan benefits during the reporting periods.
Actual results could differ from those estimates.
<PAGE>22
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies, continued:
Risks and Uncertainties:
The Plan provides for various mutual fund investment options
in stocks, bonds and fixed income securities. Investments
are exposed to various risks, such as interest rate, market
and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term
would materially affect participants' account balances and
the amounts reported in the statements of net assets
available for plan benefits and the statements of changes in
net assets available for plan benefits.
Securities Valuation:
Investments are stated at values determined as follows:
Money market - cost which is equivalent to market
Common stocks - last published sale price on the New York
Stock Exchange
Mutual funds and
Equity Index Trust - quoted market value
Retirement Preservation
Trust - Investments in Guaranteed Insurance
Contracts (GIC's) and Bank Investment
Contracts (BIC's) with benefit responsive
features are carried at cost plus accrued
interest (contract value). Synthetic
investment contracts are stated at the
contract book value which approximates
amortized cost. Money market
instruments and US Government agency
obligations are valued at amortized cost.
Loans to participants - balances due which approximate fair value
<PAGE>23
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies, continued:
Securities Transactions and Related Investment Income:
Securities transactions are accounted for on a trade-date
basis and dividend income is recorded on the ex-dividend
date. Interest income is recorded as earned. The Plan
presents in the statements of changes in assets available for
benefits the "net appreciation (depreciation) in the fair
value of investments" which consists of realized gains or
losses and changes in the unrealized appreciation
(depreciation) on those investments. Investment income is
allocated to participant accounts in proportion to the
participant's account balance.
2. Description of Plan:
The Plan is a defined contribution plan. It is subject to
the provisions of the Employee Retirement Income Security Act
of 1974. Information regarding Plan benefits, priority of
distributions upon termination of the Plan, and vesting is
provided in the Plan agreement which is available at the main
office of the Plan administrator at 451 Florida Street, Baton
Rouge, Louisiana 70801.
3. Investment Funds:
Effective November 1, 1997, Merrill Lynch Trust Company of
America was appointed trustee and Merrill Lynch, Price,
Fenner & Smith, Inc. was appointed investment manager and
record keeper of the Plan (collectively "Merrill Lynch").
Prior to November 1, 1997, NationsBank of Georgia, N.A.
("NationsBank") was the investment manager, record keeper and
trustee of the Plan. At the time of the transition, all of
the money invested in the active funds offered by NationsBank
were transferred to the new investment funds offered by
Merrill Lynch. The Plan consists of ten active funds and two
inactive funds. The active funds are as follows:
Albemarle Corporation Common Stock Fund, invested in common
stock of Albemarle.
Merrill Lynch Retirement Preservation Trust, a collective
trust maintained by Merrill Lynch Trust Company of America
and invested primarily in a broadly diversified portfolio of
GIC's and BIC's, synthetic GIC's and separate accounts in
obligations of U.S. government and U.S. government agency
securities, and in high-quality money market securities.
<PAGE>24
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
3. Investment Funds, continued:
PIMCO Total Return Fund, invested in shares of a registered
investment company that invests in a diversified portfolio
of fixed income securities of varying maturities, including
some high-yield and foreign fixed income securities.
Merrill Lynch Capital Fund invested in shares of a
registered investment company that invests in domestic
and/or foreign equity, debt, and convertible securities.
Merrill Lynch Equity Index Trust, a collective trust
maintained by Merrill Lynch Trust Company of America indexed
to the S&P 500 Index and invested in a portfolio of equity
securities designed to substantially match the S&P 500
index.
Davis New York Venture Fund, invested in shares of a
registered investment company that invests primarily in
common stocks or convertible securities of companies with a
market capitalization of at least $250 million. Cash or
fixed-income securities may also be included in the
portfolio.
Alliance Premier Growth Fund, invested in shares of a
registered investment company that invests primarily in
equity securities of a limited number of carefully selected,
large capitalization companies
Merrill Lynch Growth Fund, invested in shares of a
registered investment company that invests in equity
securities considered undervalued compared to market
averages or the Company's historic values.
Franklin Small Cap Growth Fund, invested in shares of a
registered investment company that invests primarily in
equity securities of companies which have market
capitalizations of less than $1 billion at the time of
investment.
Ivy International Fund, invested in shares of a registered
investment company that invests primarily in equity
securities traded in European, Pacific Basin and Latin
American markets.
Inactive funds are the Tredegar Industries, Inc. Common
Stock Fund, which invested in common stock of Tredegar
Industries, Inc. and Ethyl Corporation Common Stock Fund,
which invested in common stock of Ethyl Corporation.
Prior to the transition, the Plan consisted of five active
funds and two inactive funds. The inactive funds were the
same and one of the active funds was also the Albemarle
Corporation Common Stock Fund. The remaining active funds
were as follows:
Nations Prime Fund, invested in a diversified portfolio of
high quality money market instruments including bank
certificates of deposit, bankers' acceptances and commercial
paper;
<PAGE>25
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
3. Investment Funds, continued:
Fidelity U.S. Bond Index Portfolio Fund, indexed to the
Lehman Brothers Aggregate Bond Index and invests in
obligations of the U.S. Treasury and U.S. government
agencies, U.S. investment-grade corporate debt,
mortgage-backed obligations and U.S. dollar-denominated
obligations of foreign governments;
Nations Equity Index Fund, indexed to the S&P 500 Index and
invests in a diversified portfolio of equity securities; and
Nations Balanced Fund, with investments allocated between
the Fidelity U.S. Bond Index Portfolio Fund, the Nations
Equity Index Fund and the Nations Prime Fund.
Members currently in the Plan may select a program for
investment in any of the ten active funds, or in any
combination thereof. Contributions made by Albemarle are
invested in the non-participant directed Albemarle
Corporation Common Stock Fund, which contains both
participant and non-participant directed balances. Cash on
hand, although maintained in a central account, has been
allocated to each of the respective funds in the accompanying
statements of assets available for benefits with fund
information. Members may not contribute to the two inactive
funds nor transfer funds from other options into those funds.
Transfers may be made between active funds and out of the
inactive funds. In addition, participants have a one time
election to transfer the Company's contributions from the
Albemarle Corporation Common Stock fund to other active funds
during the course of their employment. Any shares tendered
in connection with Albemarle's offer to purchase shares of
its common stock dated April 1, 1996, are not considered as
the use of the one time election.
At December 31, 1997 and 1996, there were 2,330 and 2,364
employees participating in the Plan, respectively. As of
December 31, 1997 and 1996, approximately 2,262 and 2,480
employees were eligible to participate in the Plan,
respectively. Participation in each fund was as follows:
<PAGE>26
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
3. Investment Funds, continued:
<TABLE>
<CAPTION>
Number of
Participants*
December 31,
---------------------------
1997 1996
------------- ------------
<S> <C> <C>
Albemarle Common Stock Fund 2,330 2,364
Ethyl Corporation Common Stock Fund 1,865 1,889
Tredegar Industries, Inc. Common
Stock Fund 888 940
Merrill Lynch Retirement Preservation
Trust Fund 1,900 ---
PIMCO Total Return Fund 483 ---
Merrill Lynch Capital Fund 615 ---
Merrill Lynch Equity Index Trust 1,369 ---
Davis New York Venture Fund 70 ---
Alliance Premier Growth Fund 47 ---
Merrill Lynch Growth Fund 71 ---
Franklin Small Cap Growth Fund 76 ---
Ivy International Fund 34 ---
Nations Prime Fund --- 1,620
Fidelity U.S. Bond Index Portfolio
Fund --- 447
Nations Equity Index Fund --- 1,164
Nations Balanced Fund --- 520
* Includes former employees.
</TABLE>
<PAGE>27
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
4. Contributions:
Participants in the Plan make pre-tax and/or after-tax
contributions as defined in the plan document limited to a
percentage of their base salaries. Albemarle makes a
matching contribution to the Plan equal to a percentage of
each member's contribution. These percentages vary for
different groups of participating employees. Participant
contributions are 100% vested at all times.
5. Distributions:
Benefits are recorded when paid. Employees become fully
vested in their matching contribution and discretionary
accounts (as defined) after completing five years of service.
Employees are considered partially vested if they have
completed from three to five years of service. Employees may
decide whether benefits will be received directly in the form
of a lump sum or rolled over to an individual IRA account or
to another qualified plan.
6. Participant Loans
Participants may borrow from their fund accounts a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50
percent of their account balance. Loan transactions are
treated as a transfer to (from) the investment fund from (to)
the Loan fund. Loan terms range from 1-5 years or up to 25
years for the purchase of a primary residence. The loans are
secured by the balance in the participant's account and bear
interest at a rate of Prime plus one percent on the last day
of the quarter. The interest rate for the year ended
December 31, 1997 was 9 1/2%. Principal and interest is paid
ratably through payroll deductions.
7. Federal Income Taxes:
The Internal Revenue Service advised the Plan administrator
on July 10, 1995, that the Plan constitutes a qualified trust
under Section 401 of the Internal Revenue Code (the "Code")
and is therefore exempt from federal income taxes. The Plan
has been amended since July 10, 1995, and was restated
effective November 1, 1997. Currently the U.S. Treasury
Department has not reviewed these new amendments. However,
the plan administrator and the Plan's legal counsel believe
that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Code.
Until such time as participants withdraw all or part of their
accumulated account balance, their invested funds are not
subject to federal income taxes for contributions made on
their behalf by Albemarle or for investment income received
on such investments.
<PAGE>28
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
8. Stock Prices:
Closing stock prices per share at December 31, 1997 and 1996
were as follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Albemarle Corporation common stock $23.875 $18.125
Ethyl Corporation common stock 7.687 9.500
Tredegar Industries, Inc. common
stock 65.875 40.125
</TABLE>
9. Units and Unit Values:
The number of units at December 31 was as follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Merrill Lynch Retirement
Preservation Trust 1 37,708,235 ---
PIMCO Total Return Fund 1 588,636 ---
Merrill Lynch Capital Fund,
Inc. 1 308,419 ---
Merrill Lynch Equity Index Trust 1 577,435 ---
Davis New York Venture Fund, Inc. 1 41,024 ---
Alliance Premier Growth Fund 1 39,419 ---
Merrill Lynch Growth Fund 1 31,452 ---
Franklin Small Cap Growth Fund 1 54,342 ---
Ivy International Fund 1 8,102 ---
Nations Prime Fund 2 --- 44,540,812
Fidelity U.S. Bond Index Portfolio
Fund 2 --- 458,334
Nations Equity Index Fund 2 --- 1,397,235
Nations Balanced Fund 2 --- 401,428
</TABLE>
<PAGE>29
9. Units and Unit Values, continued:
The trustee calculates unit values on a daily basis. Unit
values at December 31 were as follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Merrill Lynch Retirement
Preservation Trust 1 $1.00 ---
PIMCO Total Return Fund 1 10.60 ---
Merrill Lynch Capital Fund,
Inc. 1 34.51 ---
Merrill Lynch Equity Index
Trust 1 65.38 ---
Davis New York Venture Fund,
Inc. 1 22.33 ---
Alliance Premier Growth Fund 1 20.73 ---
Merrill Lynch Growth Fund 1 28.65 ---
Franklin Small Cap Growth Fund 1 22.93 ---
Ivy International Fund 1 39.03 ---
Nations Prime Fund 2 --- $1.00
Fidelity U.S. Bond Index
Portfolio Fund 2 --- 10.56
Nations Equity Index Fund 2 --- 15.56
Nations Balanced Fund 2 --- 14.25
1 No units held at December 31, 1996.
2 No units held at December 31, 1997.
</TABLE>
10. Administration Expenses:
Expenses for administering the Plan are borne entirely by
Albemarle and no charge is made to the Plan with respect
thereto.
<PAGE>30
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
11. Forfeitures:
Employees who leave Albemarle before becoming fully vested in
Albemarle contributions forfeit the value of their nonvested
account. Forfeitures during a Plan year serve to reduce
required Company contributions and are reflected in the
statements of changes in assets available for benefits with
fund information in the year in which the forfeitures are
applied to Albemarle's contribution. For the year ended
December 31, 1997, $17,945 of forfeitures became available
and will be used as a reduction of required Company
contributions for the 1998 Plan year. For the year ended
December 31, 1996, $42,995 of forfeitures became available
and were used as a reduction of required Company
contributions for the 1997 Plan year.
12. Plan Termination:
Although Albemarle has not expressed any intent to do so, it
has the right under the Plan to discontinue its contributions
at any time and terminate the Plan subject to the provisions
of the Employee Retirement Income Security Act of 1974. In
the event of Plan termination, participants will become 100%
vested in their account balances and the assets of the Plan
shall be allocated to participants in proportion to their
account balances as of the effective date of termination.
<PAGE>31
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1997
<TABLE>
<CAPTION>
(a)(b)(c) (d) (e)
Description Cost of Each Current
Item Value*
- ------------------------------- -------------- ---------------
<S> <C> <C>
** Merrill Lynch Retirement
Preservation Trust
(37,708,235 units) $37,708,235 $37,708,235
PIMCO Total Return Fund
(588,636 units) 6,344,260 6,239,540
** Merrill Lynch Capital Fund,
Inc. (308,419 units) 10,828,717 10,643,543
** Merrill Lynch Equity Index
Trust (577,435 units) 36,444,235 37,749,800
Davis New York Venture Fund,
Inc. (41,024 units) 900,552 916,056
Alliance Premier Growth Fund
(39,419 units) 794,843 817,150
** Merrill Lynch Growth Fund
(31,452 units) 881,787 901,104
Franklin Small Cap Growth Fund
(54,342 units) 1,207,779 1,246,066
Ivy International Fund
(8,102 units) 316,096 316,206
** Albemarle Corporation
common stock, $.01 par value
(4,062,302 shares) 55,986,394 96,987,468
Ethyl Corporation common
stock, $1.00 par value
(2,471,910 shares) 18,701,465 19,001,575
Tredegar Industries, Inc.
common stock, no par value
(209,581 shares) 719,260 13,806,159
Loan fund --- 680,128
-------------- ---------------
Total plan investments $170,833,623 $227,013,030
-------------- ---------------
-------------- ---------------
*See Note 1 of Notes to Financial Statements
**Denotes a party in interest to the Plan
</TABLE>
<PAGE>32
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
<TABLE>
<CAPTION>
a. Identity of b. Description of asset c. Purchase Number
party involved (include interest rate Price of transactions
and maturity in case
of a loan)
- ------------------------------------------------------------------------
<S> <C> <C> <C>
PURCHASES:
*Albemarle
Corporation Common Stock $11,967,438 222
*Merrill Lynch ML Capital Fund 11,074,078 28
NationsBank Equity Index Fund 16,112,813 194
*Merrill Lynch Equity Index Trust 39,150,583 33
NationsBank Prime Fund 10,449,655 124
*Merrill Lynch Preservation
Trust Fund 39,791,831 50
TRANSFERS:
*Albemarle
Corporation Common Stock 55,166,139 1
Ethyl
Corporation Common Stock 18,880,499 1
SALES:
NationsBank Balanced Fund --- 95
*Albemarle
Corporation Common Stock --- 244
NationsBank Equity Index Fund --- 139
NationsBank Prime Fund --- 196
(1) Ordinary brokerage charges on purchases or sales
transactions are included in purchase price or shown as a reduction
of sale price.
*Denotes a party-in-interest to the Plan.
<PAGE>33
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
a. Identity of b. Description of asset d. Selling e. Lease
party involved (include interest rate Price Rental
and maturity in case
of a loan)
- ------------------------------------------------------------------------
PURCHASES:
*Albemarle
Corporation Common Stock --- ---
*Merrill Lynch ML Capital Fund --- ---
NationsBank Equity Index Fund --- ---
*Merrill Lynch Equity Index Trust --- ---
NationsBank Prime Fund --- ---
*Merrill Lynch Preservation
Trust Fund --- ---
TRANSFERS:
*Albemarle
Corporation Common Stock --- ---
Ethyl
Corporation Common Stock --- ---
SALES:
NationsBank Balanced Fund $10,334,885 ---
*Albemarle
Corporation Common Stock 14,171,000 ---
NationsBank Equity Index Fund 43,816,834 ---
NationsBank Prime Fund 54,990,468 ---
(1) Ordinary brokerage charges on purchases or sales
transactions are included in purchase price or shown as a reduction
of sale price.
*Denotes a party-in-interest to the Plan.
<PAGE>34
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
a. Identity of b. Description of asset f. Expense g. Cost
party involved (include interest rate incurred of asset
and maturity in case with
of a loan) transaction(1)
- ------------------------------------------------------------------------
PURCHASES:
*Albemarle
Corporation Common Stock --- $11,967,438
*Merrill Lynch ML Capital Fund --- 11,074,078
NationsBank Equity Index Fund --- 16,112,813
*Merrill Lynch Equity Index Trust --- 39,150,583
NationsBank Prime Fund --- 10,449,655
*Merrill Lynch Preservation
Trust Fund --- 39,791,831
TRANSFERS:
*Albemarle
Corporation Common Stock --- 55,166,139
Ethyl
Corporation Common Stock --- 18,880,499
SALES:
NationsBank Balanced Fund --- 8,381,708
*Albemarle
Corporation Common Stock --- 10,103,989
NationsBank Equity Index Fund --- 33,878,117
NationsBank Prime Fund --- 54,990,468
(1) Ordinary brokerage charges on purchases or sales
transactions are included in purchase price or shown as a reduction
of sale price.
*Denotes a party-in-interest to the Plan.
<PAGE>35
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
a. Identity of b. Description of asset h. Current i. Net
party involved (include interest rate value of asset gain
and maturity in case on transaction
of a loan) date
- ------------------------------------------------------------------------
PURCHASES:
*Albemarle
Corporation Common Stock $11,967,438 ---
*Merrill Lynch ML Capital Fund 11,074,078 ---
NationsBank Equity Index Fund 16,112,813 ---
*Merrill Lynch Equity Index Trust 39,150,583 ---
NationsBank Prime Fund 10,449,655 ---
*Merrill Lynch Preservation
Trust Fund 39,791,831 ---
TRANSFERS:
*Albemarle
Corporation Common Stock 55,166,139 ---
Ethyl
Corporation Common Stock 18,880,499 ---
SALES:
NationsBank Balanced Fund 10,334,885 $1,953,177
*Albemarle
Corporation Common Stock 14,171,000 4,067,011
NationsBank Equity Index Fund 43,816,834 9,938,717
NationsBank Prime Fund 54,990,468 ---
(1) Ordinary brokerage charges on purchases or sales
transactions are included in purchase price or shown as a reduction
of sale price.
*Denotes a party-in-interest to the Plan.
</TABLE>
<PAGE>36
Consent of Independent Accountants
We consent to the incorporation by reference in the registration
statement of Albemarle Corporation on Form S-8 (File No.
33-75622) of our report dated June 22, 1998, on our audits of the
financial statements of the Savings Plan for the Employees of
Albemarle Corporation as of December 31, 1997 and 1996, and for
the year ended December 31, 1997, and the supporting schedules as
of December 31, 1997, which report is included in this Annual
Report on Form 11-K.
Richmond, Virginia
June 29, 1998
