SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 16, 1999
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Albemarle Corporation
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(Exact name of registrant as specified in its charter)
Virginia 1-12658 54-1692118
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
330 South Fourth Street, Richmond, Virginia 23219
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 788-6000
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Item 5. Other Events.
On March 8, 1999, Albemarle Corporation (the "Company") announced that
it will offer to acquire the outstanding shares of Albright & Wilson plc,
headquartered in London, tendering for shares at 130 pence or about $2.08 per
share.
On April 13, 1999, ISPG PLC offered to acquire the outstanding shares
of Albright & Wilson for a price of 145 pence per share. ISPG is a wholly owned
subsidiary of Donau Chemic AG, a private Austrian company, and was formed as a
result of a cooperation between Donau Chemic and Rhodia, a French company 68.2%
owned by Rhone-Poulenc.
On April 16, 1999, the Company announced that it will increase its
offer to acquire the outstanding shares of Albright & Wilson to 160 pence or
about $2.58 per share. The Company currently holds 18.6 percent of the shares of
Albright & Wilson. A copy of the press release issued by the Company on April
16, 1999, is attached hereto as Exhibit 99.
Item 7. Exhibits.
Exhibit 99 Press Release of Albemarle Corporation dated April 16, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALBEMARLE CORPORATION
(Registrant)
Date: April 19, 1999 By: /s/ E. Whitehead Elmore
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Name: E. Whitehead Elmore
Title: Senior Vice President
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Exhibit Index
Exhibit
99 Press Release of Albemarle Corporation dated April 16, 1999.
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Exhibit 99
Press Release of Albemarle Corporation
April 16, 1999
Albemarle Increases Offer to Acquire Albright & Wilson
RICHMOND, Va., April 16, 1999 -- Albemarle Corporation (NYSE: ALB) today
announced it is amending its offer to acquire the outstanding shares of Albright
& Wilson plc, headquartered in London. Based on Albright & Wilson's shares
outstanding, the offer price is approximately $790 million. The offer has been
recommended by Albright & Wilson's Board of Directors.
Albemarle currently holds 18.6 percent of the shares of Albright & Wilson and
has acceptances of another 0.69 percent, representing approximately 19.29
percent of the shares of the company. The acquisition has been cleared by
regulatory authorities in the United Kingdom and the United States.
Albright & Wilson is a major United Kingdom specialty and fine chemicals company
with leadership positions in phosphate chemicals used in beverages and as
detergent builders and in purified phosphoric acid. Albright & Wilson operates
in three business areas -- phosphates, surfactants and phosphorus derivatives
and acrylics -- and its annual sales are approximately $1.3 billion. Albright &
Wilson employs approximately 5,000.
Albemarle Corporation has indicated that the acquisition of Albright & Wilson
will provide the combined company with the opportunity to expand product and
service offerings to customers in the polymer, pharmaceutical, agricultural,
cleaning and water treatment markets. "The combination offers scale of
operations, larger global presence in both manufacturing and sales, new
technological opportunities and new customer relationships that will increase
value for our shareholders," said Floyd D. Gottwald, Jr., chairman and chief
executive officer of Albemarle.
The offer will not be made to Albright & Wilson's shareholders in the United
States, Japan, Canada or Australia.
A global supplier of specialty polymers and fine chemicals that enhance consumer
products, Albemarle Corporation serves markets for polymers, surfactants and
biocides, pharmachemicals, agricultural chemicals, photographic chemicals, water
treatment and petroleum products. Albemarle employs approximately 2,700. The
company's Web site is www.albemarle.com. Albright & Wilson's Web site is
www.albright-wilson.com.
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