<PAGE>1
SECURITIES AND EXCHANGE 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, 1998
------------------
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 30, 1999
<PAGE>3 Appendix I
SAVINGS PLAN FOR THE EMPLOYEES OF
ALBEMARLE CORPORATION
ANNUAL REPORT
DECEMBER 31, 1998 AND 1997
<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, 1998 3
Statement of Assets Available for Benefits With Fund
Information at December 31, 1997 4
Statement of Changes in Assets Available for Benefits
With Fund Information for the Year Ended
December 31, 1998 5
Notes to Financial Statements 6-13
Supplemental Schedules:
Assets Held for Investment Purposes, December 31, 1998 14
Nonexempt Party-in-Interest Transactions for the Year
Ended December 31, 1998 *
Obligations in Default for the Year Ended
December 31, 1998 15
Leases in Default for the Year Ended December 31, 1998 *
Reportable Transactions for the Year Ended
December 31, 1998 16
*Trustee reported no such transactions or
leases in default.
-1-
<PAGE>5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
The Savings Plan for the Employees of Albemarle Corporation
In our opinion, the accompanying statements of assets
available for benefits and the related statements of changes in
assets available for benefits present fairly, in all material
respects, the assets available for benefits of the Savings
Plan for the Employees of Albemarle Corporation (the "Plan") at
December 31, 1998 and 1997, and the changes in assets
available for benefits for the year ended December 31, 1998 in
conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted
auditing standards which 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, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were conducted 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
at December 31, 1998, obligations in default and reportable
transactions for the year ended December 31, 1998, are presented
for the purpose 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. The fund information in
the statements of assets available for benefits and the
statement of changes in assets available for benefits is
presented for purposes of additional analysis rather than to
present the assets available for plan benefits and changes in
assets available for benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's
management. These 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.
PricewaterhouseCoopers LLP
June 21, 1999
-2-
<PAGE>6
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1998
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------
Common Common Stock Co-Mingled
Stock Inactive Options Trusts
----------- --------------------------- -------------------------------
Albemarle Ethyl Tredegar Merrill Lynch
Corporation Corporation Industries, Inc. Retirement Merrill Lynch
Common Common Common Preservation Equity Index
Stock Stock Stock Trust Trust
----------- ----------- --------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
Assets:
Cash $230,539 $15,442 $101 $28,106
----------- ----------- -------------- ---------------- ----------------
Investments:
Co-Mingled Trusts:
Merrill Lynch
Retirement
Preservation
Trust(cost
$37,691,936) 37,691,936
Merrill Lynch
Equity Index
Trust (cost
$35,941,349) $46,551,220
Mutual Funds:
PIMCO Total Return
Fund (cost
$6,479,924)
Merrill Lynch
Capital Fund, Inc.
(cost
$10,786,215)
Davis New York
Venture Fund, Inc.
(cost
$4,049,297)
Alliance Premier
Growth Fund
(cost
$4,607,896)
Merrill Lynch
Growth Fund
(cost
$2,180,059)
Franklin Small
Cap Growth
Fund (cost
$3,507,910)
Ivy
International
Fund (cost
$1,200,296)
Loan Fund:
Loan Fund
Common Stocks:
Albemarle
Corporation
(cost
$59,930,665)
Participant
directed 52,932,663
Non-
participant
directed
Ethyl
Corporation
(cost
$16,954,752) 12,788,184
Tredegar
Industries, Inc.
(cost
$715,566) 12,500,550
------------- ------------ --------------- --------------- ---------------
Total
Investments 52,932,663 12,788,184 12,500,550 37,691,936 46,551,220
Receivables:
Interest and
dividends 24,158
Employee
contributions 13,479 8,070 14,523
Employer
contributions
Loan repayments
Assets
available ------------- ------------ --------------- --------------- ---------------
for benefits $53,176,681 $12,803,626 $12,500,651 $37,752,270 $46,565,743
------------- ------------ --------------- --------------- ---------------
------------- ------------ --------------- --------------- ---------------
<FN>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE>7
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1998
Participant Directed
------------------------------------------------------------------------
Mutual Funds
------------------------------------------------------------------------
PIMCO Merrill Davis Alliance Merrill
Total Lynch New York Premier Lynch
Return Capital Venture Growth Growth
Fund Fund, Inc. Fund, Inc. Fund Fund
----------- ----------- -------------- ---------------- ---------------
Assets:
Cash
----------- ----------- -------------- ---------------- ----------------
Investments:
Co-Mingled Trusts:
Merrill Lynch
Retirement
Preservation
Trust(cost
$37,691,936)
Merrill Lynch
Equity Index
Trust (cost
$35,941,349)
Mutual Funds:
PIMCO Total Return
Fund (cost
$6,479,924) $6,352,216
Merrill Lynch
Capital Fund,
Inc. (cost
$10,786,215) $10,586,699
Davis New York
Venture Fund,
Inc.(cost
$4,049,297) $4,388,435
Alliance Premier
Growth Fund
(cost
$4,607,896) $5,770,756
Merrill Lynch
Growth Fund
(cost
$2,180,059) $1,751,887
Franklin Small
Cap Growth
Fund (cost
$3,507,910)
Ivy
International
Fund (cost
$1,200,296)
Loan Fund:
Loan Fund
Common Stocks:
Albemarle
Corporation
(cost
$59,930,665)
Participant
directed
Non-
participant
directed
Ethyl
Corporation
(cost
$16,954,752)
Tredegar
Industries, Inc.
(cost
$715,566)
------------- ------------ --------------- --------------- ---------------
Total 6,352,216 10,586,699 4,388,435 5,770,756 1,751,887
Investments
Receivables:
Interest and
dividends
Employee
contributions 2,664 6,681 2,346 2,273 954
Employer
contributions
Loan repayments
Assets
available ------------- ------------ --------------- --------------- ---------------
for benefits $6,354,880 $10,593,380 $4,390,781 $5,773,029 $1,752,841
------------- ------------ --------------- --------------- ---------------
------------- ------------ --------------- --------------- ---------------
<FN>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE>8
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1998
Non-Participant
Participant Directed Directed
------------------------------------- ------------------
Loan Common
Mutual Funds Fund Stock
----------------------- ------------- ------------------ ----------------
Franklin Ivy Albemarle
Small Cap International Loan Corporation
Growth Fund Fund Fund Common Stock Total
----------- ----------- -------------- ----------------- --------------
Assets:
Cash $274,188
----------- ----------- -------------- ---------------- ----------------
Investments:
Co-Mingled Trusts:
Merrill Lynch
Retirement
Preservation
Trust(cost
$37,691,936) 37,691,936
Merrill Lynch
Equity Index
Trust (cost
$35,941,349) 46,551,220
Mutual Funds:
PIMCO Total Return
Fund (cost
$6,479,924) 6,352,216
Merrill Lynch
Capital Fund,
Inc.(cost
$10,786,215) 10,586,699
Davis New York
Venture Fund,
Inc.(cost
$4,049,297) 4,388,435
Alliance Premier
Growth Fund
(cost
$4,607,896) 5,770,756
Merrill Lynch
Growth Fund
(cost
$2,180,059) 1,751,887
Franklin Small
Cap Growth
Fund (cost
$3,507,910) $3,539,211 3,539,211
Ivy
International
Fund (cost
$1,200,296) $1,212,910 1,212,910
Loan Fund:
Loan Fund $2,525,318 2,525,318
Common Stocks:
Albemarle
Corporation
(cost
$59,930,665)
Participant
directed 52,932,663
Non-
participant
directed $43,637,026 43,637,026
Ethyl
Corporation
(cost
$16,954,752) 12,788,184
Tredegar
Industries, Inc.
(cost
$715,566) 12,500,550
------------- ------------- --------------- --------------- ---------------
Total 3,539,211 1,212,910 2,525,318 43,637,026 242,229,011
Investments
Receivables:
Interest and
dividends 24,158
Employee
contributions 1,418 292 52,700
Employer
contributions 24,159 24,159
Loan repayments 7,929 7,929
Assets
available ------------- ------------ --------------- --------------- ---------------
for benefits $3,540,629 $1,213,202 $2,533,247 $43,661,185 $242,612,145
------------- ------------ --------------- --------------- ---------------
------------- ------------ --------------- --------------- ---------------
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
-3-
<PAGE>9
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 Co-Mingled
Stock Inactive Options Trusts
------------ --------------------------- -------------------------------
Albemarle Ethyl Tredegar Merrill Lynch
Corporation Corporation Industries, Inc. Retirement Merrill Lynch
Common Common Common Preservation Equity Index
Stock Stock Stock Trust Trust
------------ ----------- -------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Assets:
Cash $50,725
------------ ----------- -------------- ---------------- ----------------
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)
Merrill Lynch
Capital Fund,
Inc. (cost
$10,828,717)
Davis New York
Venture Fund,
Inc, (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
(cost
$18,701,465) 19,001,575
Tredegar
Industries, Inc.
(cost
$719,260) 13,806,159
------------- ------------ --------------- --------------- ---------------
Total
Investments 56,146,418 19,001,575 13,806,159 37,708,235 37,749,800
Receivables:
Interest and
dividends 182
Assets
available ------------- ------------ --------------- --------------- ---------------
for benefits $56,146,418 $19,001,575 $13,806,159 $37,759,142 $37,749,800
------------- ------------ --------------- --------------- ---------------
------------- ------------ --------------- --------------- ---------------
<FN>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE>10
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997
Participant Directed
------------------------------------------------------------------------
Mutual Funds
------------------------------------------------------------------------
PIMCO Merrill Davis Alliance Merrill
Total Lynch New York Premier Lynch
Return Capital Venture Growth Growth
Fund Fund, Inc. Fund, Inc. Fund Fund
----------- ----------- -------------- ---------------- ---------------
Assets:
Cash $28,354 $126,816 $15,417 $280,917
----------- ----------- -------------- ---------------- ----------------
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) 6,239,540
Merrill Lynch
Capital Fund,
Inc. (cost
$10,828,717) $10,643,543
Davis New York
Venture Fund,
Inc. (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)
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 6,239,540 10,643,543 916,056 817,150 901,104
Investments
Receivables:
Interest and
dividends 102 454 55 1,006
Assets
available ------------- ------------ --------------- --------------- ---------------
for benefits $6,267,996 $10,643,543 $1,043,326 $832,622 $1,183,027
------------- ------------ --------------- --------------- ---------------
------------- ------------ --------------- --------------- ---------------
<FN>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE>11
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
------------------------------------- ----------------- ----------------
Loan Common
Mutual Funds Fund Stock
----------------------- ------------- ---------------- ----------------
Franklin Ivy Albemarle
Small Cap International Loan Corporation
Growth Fund Fund Fund Common Stock Total
----------- ----------- -------------- ---------------- ---------------
Assets:
Cash $8,104 $510,333
----------- ----------- -------------- ---------------- ----------------
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,
Inc. (cost
$10,828,717) 10,643,543
Davis New York
Venture Fund,
Inc. (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 1,246,066
Ivy
International
Fund (cost
$316,096) $316,206 316,206
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 1,246,066 316,206 680,128 40,841,050 227,013,030
Investments
Receivables:
Interest and
dividends 28 1,827
Assets
available ------------- ------------ --------------- --------------- ---------------
for benefits $1,254,198 $316,206 $680,128 $40,841,050 $227,525,190
------------- ------------ --------------- --------------- ---------------
------------- ------------ --------------- --------------- ---------------
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
-4-
<PAGE>12
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, 1998
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------
Common Common Stock Co-Mingled
Stock Inactive Options Trusts
----------- --------------------------- -------------------------------
Albemarle Ethyl Tredegar Merrill Lynch
Corporation Corporation Industries, Inc. Retirement Merrill Lynch
Common Common Common Preservation Equity Index
Stock Stock Stock Trust Trust
----------- ----------- --------------- ------------- -----------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Dividends and
Interest $836,794 $592,249 $81,185 2,264,596
Loan Interest 45,139 17,716 $54,089
Net appreciation
(depreciation)
in the fair value
of investments (463,710) (4,696,548) 232,231 10,426,672
----------- ------------ -------------- ------------- -----------------
418,223 (4,104,299) 313,416 2,282,312 10,480,761
Contributions:
Employee
contributions 2,806,815 1,257,405 3,600,214
Employer
contributions
----------- ------------ -------------- ------------- -----------------
Total
contributions 2,806,815 1,257,405 3,600,214
----------- ------------ -------------- ------------- -----------------
Total additions
(deductions) 3,225,038 (4,104,299) 313,416 3,539,717 14,080,975
----------- ------------ -------------- ------------- -----------------
Benefit Payments (1,444,292) (351,265) (184,883) (4,784,804) (3,223,685)
Interfund
Transfers (4,736,573) (1,742,385) (1,423,979) 1,234,252 (2,041,457)
Other, net (13,910) (10,062) 3,963 110
----------- ------------ -------------- -------------- ----------------
Total
(deductions)
additions (6,194,775) (2,093,650) (1,618,924) (3,546,589) (5,265,032)
----------- ------------ -------------- -------------- ---------------
Net increase
(decrease) for
the year ended
December 31,
1998 (2,969,737) (6,197,949) (1,305,508) (6,872) 8,815,943
Assets available
for benefits,
beginning of year 56,146,418 19,001,575 13,806,159 37,759,142 37,749,800
----------- ------------ -------------- -------------- ---------------
Assets available
for benefits,
end of year $53,176,681 $12,803,626 $12,500,651 $37,752,270 $46,565,743
----------- ------------ -------------- -------------- ---------------
----------- ------------ -------------- -------------- ---------------
<FN>
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE>13
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, 1998
Participant Directed
------------------------------------------------------------------------
Mutual Funds
------------------------------------------------------------------------
PIMCO Merrill Davis Alliance Merrill
Total Lynch New York Premier Lynch
Return Capital Venture Growth Growth
Fund Fund, Inc. Fund, Inc. Fund Fund
----------- ------------ -------------- -------------- -----------------
Investment Income:
Dividends and
Interest $590,766 $674,565 $107,378 $111,840 $34,071
Loan Interest 4,983 8,382 3,286 6,085 5,426
Net appreciation
(depreciation)
in the fair value
of investments (33,409) (7,122) 360,780 1,170,958 (474,043)
----------- ------------ -------------- ------------- -----------------
562,340 675,825 471,444 1,288,883 (434,546)
Contributions:
Employee
contributions 458,058 982,349 452,668 402,846 265,348
Employer
contributions
----------- ------------ -------------- ------------- -----------------
Total
contributions 458,058 982,349 452,668 402,846 265,348
----------- ------------ -------------- ------------- -----------------
Total additions
(deductions) 1,020,398 1,658,174 924,112 1,691,729 (169,198)
----------- ------------ -------------- ------------- -----------------
Benefit Payments (1,891,219) (588,847) (33,653) (23,380) (43,982)
Interfund
Transfers 958,305 (1,119,490) 2,459,199 3,272,202 788,924
Other, net (600) (2,203) (144) (5,930)
----------- ------------ -------------- -------------- ----------------
Total
(deductions)
additions (933,514) (1,708,337) 2,423,343 3,248,678 739,012
----------- ------------ -------------- -------------- ---------------
Net increase
(decrease) for
the year ended
December 31,
1998 86,884 (50,163) 3,347,455 4,940,407 569,814
Assets available
for benefits,
beginning of year 6,267,996 10,643,543 1,043,326 832,622 1,183,027
----------- ------------ -------------- -------------- ---------------
Assets available
for benefits,
end of year $6,354,880 $10,593,380 $4,390,781 $5,773,029 $1,752,841
----------- ------------ -------------- -------------- ---------------
----------- ------------ -------------- -------------- ---------------
<FN>
The accompanying notes are an integral part of the financial statements.
-5-
<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, 1998
Non-Participant
Participant Directed Directed
------------------------------------- ------------------ ----------------
Loan Common
Mutual Funds Fund Stock
------------------------- ----------- ------------------ ----------------
Franklin Ivy Albemarle
Small Cap International Loan Corporation
Growth Fund Fund Fund Common Stock Total
----------- ------------- ----------- ------------------ ----------------
Investment Income:
Dividends and
Interest $50,037 $20,425 $633,686 $5,997,592
Loan Interest 4,144 1,165 150,415
Net appreciation
(depreciation)
in the fair value
of investments 21,605 13,219 (87,760) 6,462,873
----------- ------------ -------------- ------------- -----------------
75,786 34,809 545,926 12,610,880
Contributions:
Employee
contributions 440,828 106,727 10,773,258
Employer
contributions 5,109,964 5,109,964
----------- ------------ -------------- ------------- -----------------
Total
contributions 440,828 106,727 0 5,109,964 15,883,222
----------- ------------ -------------- ------------- -----------------
Total additions
(deductions) 516,614 141,536 0 5,655,890 28,494,102
----------- ------------ -------------- ------------- -----------------
Benefit Payments (53,626) (1,735) ($35,777) (724,980) (13,386,128)
Interfund
Transfers 1,823,615 757,195 1,880,967 (2,110,775) 0
Other, net (172) 7,929 (21,019)
----------- ------------ -------------- -------------- ----------------
Total
(deductions)
additions 1,769,817 755,460 1,853,119 (2,835,755) (13,407,147)
----------- ------------ -------------- -------------- ---------------
Net increase
(decrease) for
the year ended
December 31,
1998 2,286,431 896,996 1,853,119 2,820,135 15,086,955
Assets available
for benefits,
beginning of year 1,254,198 316,206 680,128 40,841,050 227,525,190
----------- ------------ -------------- -------------- ---------------
Assets available
for benefits,
end of year $3,540,629 $1,213,202 $2,533,247 $43,661,185 $242,612,145
----------- ------------ -------------- -------------- ---------------
----------- ------------ -------------- -------------- ---------------
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
-5-
<PAGE>15
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE 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 September 30, 1998, Albemarle Corporation ("Albemarle" or
the "Company") finalized the purchase of 5,738,241 of its
common shares through a self-tender offer at a price of
$19.50 per share plus expenses. Participants in the Plan
holding Albemarle stock were allowed to participate in the
tender offer. In connection with this transaction, 109,796
shares of participant directed Albemarle common stock were
redeemed for total net proceeds of $2,135,474. Proceeds received
for the shares sold were transferred to the Merrill Lynch
Retirement Preservation Trust 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 assets as of the date of the
financial statements and the reported amounts of changes in
assets available for plan benefits during the reporting
periods. Actual results could differ from those estimates.
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 assets
available for plan benefits and the statement of changes in
assets available for plan benefits.
-6-
<PAGE>16
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
SECURITIES VALUATION:
Investments are stated at values determined as follows:
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
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 statement of changes in assets available for
benefits the "net appreciation (depreciation) in the fair
value of investments" which consists of realized gains and
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.
-7-
<PAGE>17
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
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.
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, Inc., 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.
-8-
<PAGE>18
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
3. INVESTMENT FUNDS, CONTINUED:
Davis New York Venture Fund, Inc., 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 the Ethyl Corporation Common Stock Fund, which invested
in common stock of Ethyl Corporation.
Participants 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.
Participants may not contribute to the two inactive
funds nor transfer funds from other options into those funds;
however, dividends earned are reinvested in the inactive 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 September 30, 1998, are not considered
as the use of the one time election.
-9-
<PAGE>19
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
3. INVESTMENT FUNDS, CONTINUED:
At December 31, 1998 and 1997, there were 2,328 and 2,330
employees participating in the Plan, respectively. As of
December 31, 1998 and 1997, approximately 2,215 and 2,262
employees were eligible to participate in the Plan,
respectively. Participation in each fund was as follows:
<TABLE>
<CAPTION>
Number of Participants*
December 31,
------------------------
1998 1997
--------- --------
<S> <C> <C>
Albemarle Common Stock Fund 2,328 2,330
Ethyl Corporation Common Stock Fund 1,732 1,865
Tredegar Industries, Inc. Common
Stock Fund 802 888
Merrill Lynch Retirement
Preservation Trust 1,734 1,900
PIMCO Total Return Fund 509 483
Merrill Lynch Capital Fund, Inc. 629 615
Merrill Lynch Equity Index Trust 1,389 1,369
Davis New York Venture Fund, Inc. 347 70
Alliance Premier Growth Fund 313 47
Merrill Lynch Growth Fund 204 71
Franklin Small Cap Growth Fund 286 76
Ivy International Fund 153 34
* Includes former employees.
</TABLE>
-10-
<PAGE>20
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 participant'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 the Company's matching contribution 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 as of December 31, 1998
and 1997, was 8.75% and 9.5%, respectively. 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 by
them and on their behalf by Albemarle or for investment
income received on such investments.
-11-
<PAGE>21
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
8. STOCK PRICES:
Closing stock prices per share at December 31, 1998 and 1997
were as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Albemarle Corporation common stock $23.750 $23.875
Ethyl Corporation common stock 5.625 7.687
Tredegar Industries, Inc. common
stock* 22.500 21.958
*A 3-for-1 stock split occurred in
1998, the 1997 common stock amount
was restated to give effect to the
stock split.
</TABLE>
9. ADMINISTRATION EXPENSES:
Expenses totaling $9,226 for administering the Plan are
borne entirely by Albemarle and no charge is made to the
Plan with respect thereto.
10. 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
statement 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, 1998, $28,805 of forfeitures became available
and will be used as a reduction of required Company
contributions for the 1999 Plan year. For the year ended
December 31, 1997, $17,945 of forfeitures became available
and were used as a reduction of required Company
contributions for the 1998 Plan year.
11. 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 the Company's matching 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.
-12-
<PAGE>22
12. PLAN AMENDMENT:
Effective October 1, 1998, the Plan was amended to allow
non-highly compensated participants, as defined by the Plan
document, to make a pre-tax or after-tax election percentage
ranging from a minimum of one percent (1%) to a maximum of
fifteen percent (15%) to be contributed into the Plan.
-13-
<PAGE>23
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION,
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998
<TABLE>
<CAPTION>
(a)(b)(c) (d) (e)
Description Cost of Current
Each Item Value*
- ---------------------------------- ----------- ------------
<S> <C> <C>
** Merrill Lynch Retirement
Preservation Trust
(37,691,936 units) $37,691,936 $37,691,936
PIMCO Total Return Fund
(602,677 units) 6,479,924 6,352,216
** Merrill Lynch Capital Fund, Inc.
(307,663 units) 10,786,215 10,586,699
** Merrill Lynch Equity Index Trust
(554,696 units) 35,941,349 46,551,220
Davis New York Venture Fund, Inc.
(175,467 units) 4,049,297 4,388,435
Alliance Premier Growth Fund
(190,706 units) 4,607,896 5,770,756
** Merrill Lynch Growth Fund
(81,445 units) 2,180,059 1,751,887
Franklin Small Cap Growth Fund
(156,810 units) 3,507,910 3,539,211
Ivy International Fund
(29,440 units) 1,200,296 1,212,910
** Albemarle Corporation common stock,
$.01 par value (4,066,092 shares) 59,930,665 96,569,689
Ethyl Corporation common stock,
$1.00 par value (2,273,455 shares) 16,954,752 12,788,184
Tredegar Industries, Inc.
common stock, no par value
(555,580 shares) 715,566 12,500,550
Loan fund --- 2,525,318
-------------- --------------
Total plan investments $184,045,865 $242,229,011
-------------- --------------
-------------- --------------
<FN>
*See Note 1 of Notes to Financial Statements
**Denotes a party-in-interest to the Plan
</TABLE>
-14-
<PAGE>24
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
ITEM 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
for the year ended December 31, 1998
<TABLE>
<CAPTION>
a. b. Identity and c. Original amount Amount received
address of obligor of loan during the year
d. Principal e. Interest
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
1. Participant $25,732.92 $1,780.22 $883.18
2. Participant 18,000.00 485.14 252.42
3. Participant 5,281.00 70.92 37.28
4. Participant 5,000.00 93.10 48.74
<FN>
* Loans are considered in default because of termination of employment.
Amounts are deemed as taxable events.
-15-
<PAGE>25
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
ITEM 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
for the year ended December 31, 1998
a. b. Identity and f. Unpaid g. Detailed description Amount Overdue
address of obligor balance of loan including
at end dates of making and
of year maturity, interest rate,
the type and value of h. Principal i. Interest
collateral, any
renegotiation of the
loan and the terms of
the renegotiation and
other material
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
1. Participant $23,952.70 Issued 5/18/98 $23,952.70* --
Maturity 5/15/03
Interest Rate 8.5%
2. Participant $17,514.86 Issued 5/27/98 17,514.86*
Maturity 5/18/03
Interest Rate 8.5%
3. Participant $5,210.08 Issued 2/24/98 5,210.08* --
Maturity 2/21/03
Interest Rate 8.5%
4. Participant $4,906.90 Issued 1/5/98 4,906.90* --
Maturity 1/3/03
Interest Rate 8.5%
<FN>
* Loans are considered in default because of termination of employment.
Amounts are deemed as taxable events.
</TABLE>
-15-
<PAGE>26
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
<TABLE>
<CAPTION>
a. Identity of b. Description of c. Purchase d. Selling
party involved asset (include interest Price Price
rate and maturity in
case of a loan)
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
<S> <C> <C> <C>
PURCHASES:
*Albemarle
Corporation Common Stock $6,830,484 ---
*Merrill Lynch Equity Index
Trust 7,783,440 ---
*Merrill Lynch Retirement
Preservation
Trust 16,856,143 ---
SALES:
*Albemarle
Corporation Common Stock --- $9,405,885
*Merrill Lynch Equity Index
Trust --- 9,408,692
*Merrill Lynch Retirement
Preservation
Trust --- 16,872,442
<FN>
(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.
-16-
<PAGE>27
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
a. Identity of b. Description of e. Lease f. Expense g. Cost
party involved asset (include interest Rental incurred of
rate and maturity in with asset
case of a loan) transaction
(1)
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
PURCHASES:
*Albemarle
Corporation Common Stock --- --- $6,830,484
*Merrill Lynch Equity Index Trust --- --- 7,783,440
*Merrill Lynch Retirement
Preservation Trust --- --- 16,856,143
SALES:
*Albemarle
Corporation Common Stock --- --- 6,353,903
*Merrill Lynch Equity Index Trust --- --- 8,286,327
*Merrill Lynch Retirement
Preservation Trust --- --- 16,872,442
<FN>
(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.
-16-
<PAGE>28
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
a. Identity of b. Description of h. Current i. Net
party involved asset (include interest value of gain
rate and maturity in asset on
case of a loan) transaction
date
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
PURCHASES:
*Albemarle
Corporation Common Stock $6,830,484 ---
*Merrill Lynch Equity Index Trust 7,783,440 ---
*Merrill Lynch Retirement
Preservation Trust 16,856,143 ---
SALES:
*Albemarle
Corporation Common Stock 9,405,885 $3,051,982
*Merrill Lynch Equity Index Trust 9,408,692 1,122,365
*Merrill Lynch Retirement
Preservation Trust 16,872,442 ---
<FN>
(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>
-16-
<PAGE>29
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-75622) of Albemarle
Corporation of our report dated June 21, 1999, relating to the
financial statements of the Savings Plan for the Employees of
Albemarle Corporation, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Richmond, Virginia
June 30, 1999
