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Page 1 of 18 Pages
EXHIBIT INDEX ON PAGE 17
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Transition Period from to
For Quarter Ended March 31, 1995 Commission File Number 1-5112
ETHYL CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0118820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
330 SOUTH FOURTH STREET
P. O. BOX 2189
RICHMOND, VIRGINIA 23217
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (804) 788-5000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Number of shares of common stock, $1 par value, outstanding as of
April 30, 1995: 118,434,401.
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ETHYL CORPORATION
I N D E X
Page
Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets - March 31, 1995 and December
31, 1994 3 - 4
Consolidated Statements of Income - Three Months
Ended March 31, 1995 and 1994 5
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1995 and 1994 6
Notes to Financial Statements 7 - 8
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 9 - 13
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 14
ITEM 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
EXHIBIT INDEX 17
Exhibit 3.1 Amendment to the Articles of Incorporation 18
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
March 31
1995 December 3
ASSETS (unaudited) 1994
----------- ----------
Current assets:
Cash and cash equivalents $ 39,150 $ 31,166
Accounts receivable, less allowance for doubtful
accounts (1995 - $2,417; 1994 - $2,395) 204,625 229,477
Inventories:
Finished goods 135,601 118,731
Work-in-process 9,537 9,959
Raw materials 15,733 10,842
Stores, supplies and other 5,911 5,531
---------- ----------
166,782 145,063
Deferred income taxes and prepaid expenses 22,312 25,744
---------- ----------
Total current assets 432,869 431,450
---------- ----------
Property, plant and equipment, at cost 688,920 684,379
Less accumulated depreciation and amortization (256,062) (250,012)
---------- ----------
Net property, plant and equipment 432,858 434,367
---------- ----------
Other assets and deferred charges 148,605 144,856
Goodwill and other intangibles - net of
amortization 19,490 19,742
---------- ----------
Total assets $ 1,033,822 $ 1,030,415
========== ==========
<FN>
See accompanying notes to financial statements.
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ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
March 31
1995 December 3
LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited) 1994
---------- ----------
Current liabilities:
Accounts payable $ 72,004 $ 77,223
Accrued expenses 54,957 73,118
Cash dividends payable 14,804 14,807
Income taxes payable 21,957 17,652
---------- ----------
Total current liabilities 163,722 182,800
---------- ----------
Long-term debt 347,317 349,766
Other noncurrent liabilities 82,245 78,902
Deferred income taxes 35,544 28,010
Shareholders' equity:
Common stock ($1 par value)
Issued - 118,434,401 in 1995 and 1994 118,434 118,434
Additional paid-in capital 2,706 2,706
Foreign currency translation adjustments 5,115 (2,253)
Retained earnings 278,739 272,050
---------- ----------
404,994 390,937
---------- ----------
Total liabilities and shareholders' equity $ 1,033,822 $ 1,030,415
========== ==========
<FN>
See accompanying notes to financial statements.
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ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)
(Unaudited)
Three Months Ended
March 31
------------------
1995 1994
------------------
Net sales $234,291 $ 389,082
Cost of goods sold 152,112 273,541
------- --------
Gross profit 82,179 115,541
Selling, general and administrative expenses 23,400 49,076
Research, development and testing expenses 19,279 25,479
------- --------
Operating profit 39,500 40,986
Interest and financing expenses 6,264 8,022
Other (income), net (400) (90)
------- --------
Income before income taxes 33,636 33,054
Income taxes 12,143 12,790
------- --------
Net Income 21,493 20,264
Preferred stock dividends - (3)
------- --------
Net income applicable to common stock $ 21,493 $ 20,261
======= ========
Earnings per share $ .18 $ .17
======= ========
Shares used to compute earnings per share 118,438 118,462
======= ========
Cash dividends per share of common stock $ .125 $ .15
======= ========
<FN>
See accompanying notes to financial statements.
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ETHYL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
(Unaudited)
Three Months Ended
March 31
------------------
1995 1994
-------- --------
Cash and cash equivalents at beginning of year $ 31,166 $ 48,201
------- -------
Cash flows from operating activities:
Net income 21,493 20,264
Adjustments to reconcile net income to cash flows from
operating activities:
Depreciation and amortization 10,932 23,968
Working capital decreases (increases) 4,316 (15,324)
Other, net 848 1,595
------- -------
Cash provided from operating activities 37,589 30,503
------- -------
Cash flows from investing activities:
Capital expenditures (13,541) (66,959)
Other, net 1,047 (265)
------- -------
Cash used in investing activities (12,494) (67,224)
------- -------
Cash flows from financing activities:
Additional long-term debt - 42,900
Repayment of long-term debt (2,500) -
Cash dividends paid (14,807) (17,761)
Cash and cash equivalents of Albemarle spun off as a dividend
on February 28, 1994 - (29,332)
Other, net 196 135
------- -------
Cash used in financing activities (17,111) (4,058)
------- -------
Increase (decrease) in cash and cash equivalents 7,984 (40,779)
------- -------
Cash and cash equivalents at end of period $ 39,150 $ 7,422
======= =======
<FN>
See accompanying notes to financial statements.
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ETHYL CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(In Thousands Except Per-Share Amounts)
(Unaudited)
1. In the opinion of management, the accompanying consolidated
financial statements of Ethyl Corporation and Subsidiaries (the
"Company") contain all adjustments necessary to present fairly,
in all material respects, the Company's consolidated financial
position as of March 31, 1995, the consolidated results of
operations for the three-month periods ended March 31, 1995 and
1994 and the consolidated cash flows for the three-month periods
ended March 31, 1995 and 1994. All adjustments are of a normal,
recurring nature. These financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the December 31, 1994, Annual Report. The
December 31, 1994, consolidated balance sheet data was derived
from audited financial statements but does not include all
disclosures required by generally accepted accounting
principles. The results of operations for the three-month
period ended March 31, 1995, are not necessarily indicative of
the results to be expected for the full year.
2. At the close of business on February 28, 1994, the Company
completed the distribution to its common shareholders of all of
the outstanding shares of its wholly owned subsidiary Albemarle
Corporation ("Albemarle"), a Virginia corporation. Following
the distribution, Albemarle owned, directly or indirectly, the
olefins and derivatives, bromine chemicals and specialty
chemical businesses formerly owned directly or indirectly by the
Company. The distribution was made in the form of a tax-free
spin-off to shareholders of record at the close of business on
February 28, 1994. One share of Albemarle common stock was
distributed to Ethyl common shareholders for every two shares of
Ethyl common stock held. The operating results and cash flows
of the predecessor businesses to what is now Albemarle are
included in the Consolidated Statements of Income and the
Condensed Consolidated Statements of Cash Flows for the first
two months in 1994.
The following non-cash supplemental information is provided
regarding the accounts of Albemarle spun off as a stock dividend,
which aggregated $404,100 (including cash and cash equivalents of
$29,332) on February 28, 1994:
Working capital, net of cash and cash equivalents $ 174,847
Net property, plant and equipment 663,505
Other assets and deferred charges 49,480
Goodwill and other intangibles 33,132
Long-term debt (384,924)
Other non-current liabilities (40,996)
Deferred income taxes (120,276)
--------
Non-cash portion of businesses spun off $ 374,768
========
3. Long-term debt consists of the following:
March 31 December 31
1995 1994
--------- -----------
Variable-rate bank loans (average effective
interest rates were 6.6% for the three-month
period ended March 31, 1995 and 4.5% for
the year 1994) $ 114,500 $ 117,000
9.8% Notes due 1998 200,000 200,000
8.6% to 8.86% Medium-Term Notes due through 2001 33,750 33,750
-------- --------
Total long-term debt 348,250 350,750
Less unamortized discount (933) (984)
-------- --------
Net long-term debt 347,317 349,766
======== ========
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ETHYL CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(In Thousands Except Per-Share Amounts)
(Unaudited)
4. The Company is providing the following pro forma information to enable
the reader to obtain a meaningful understanding of the Company's results
of operations. The pro forma statement of income presented is for
informational purposes only to illustrate the estimated effects of the
distribution of Albemarle as if it had occurred on January 1, 1994.
Statements of Income
(In thousands except earnings per share)
First Quarter Ended March 31
------------------------------------
1994
------------------------------------
Historical Adjustments(i) Pro Forma
------------------------------------
Net sales $ 389,082 $(155,064) $ 234,018
Cost of goods sold 273,541 (119,086) 154,455
-------- -------- --------
Gross profit 115,541 (35,978) 79,563
Selling, general and administrative expense 49,076 (14,471) 34,605
Research, development and testing expense 25,479 (8,662) 16,817
-------- -------- --------
Operating profit 40,986 (12,845) 28,141
Interest and financing expenses 8,022 (2,873)(ii) 5,149
Other (income) expenses, net (90) 543 453
-------- -------- --------
Income before income taxes 33,054 (10,515) 22,539
Income taxes 12,790 (4,239)(iii) 8,551
-------- -------- --------
Net Income $ 20,264 $ (6,276) $ 13,988
======== ======== ========
Earnings per share (iv) $ .17 $ .12
======== ======== ========
<FN>
Introduction to Notes:
Notes (i), (ii) and (iii) reflect a summary of the adjustments in the pro forma condensed statement of income.
Notes:
(i) To eliminate the historical income and expenses of Albemarle for the period presented.
(ii) To eliminate interest expense (net of capitalized interest) that would have been incurred by Albemarle on debt
transferred to Albemarle.
(iii) To record the estimated income tax for the pro forma adjustments.
(iv) Historical and pro forma earnings per share are computed after deducting applicable preferred stock dividends
using the weighted-average number of shares of common stock and common stock equivalents outstanding for
the period presented.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following is management's discussion and analysis of certain
significant factors affecting the Company's results of
operations during the periods included in the accompanying
consolidated statements of income and changes in the Company's
financial condition since year-end 1994.
At the close of business on February 28, 1994, the Company
completed the tax-free spin-off of its wholly owned subsidiary,
Albemarle Corporation (Albemarle). Consequently, Albemarle's
results of operations are included in the Consolidated
Statements of Income and the Condensed Consolidated Statements
of Cash Flows for only the first two months of 1994. Due to the
significance of the spin-off of Albemarle, a pro forma statement
of income is provided for the period ended March 31, 1994, in
Note 4 of the Notes to Financial Statements for informational
purposes to illustrate the estimated effects of the distribution
of Albemarle stock assuming the distribution had occurred as of
January 1, 1994, which includes interest charges resulting from
an assumed debt structure. Also, in the following review, in
addition to the consolidated information discussed for first
quarter 1995 versus 1994, pro forma comparisons are provided to
illustrate the Company's results excluding the Albemarle
businesses spun off. The pro forma information presented is not
necessarily indicative of the future results of operations of
the Company or what the results of operations would have been
had Albemarle operated as a separate, independent company during
the period presented.
On September 15, 1994, Ethyl sold its pharmaceutical subsidiary,
Whitby, Inc., placing Ethyl solely in the petroleum additives
business.
First Quarter 1995 Compared with First Quarter 1994
Consolidated net sales for the first quarter of 1995 amounted to
$234.3 million, down $154.8 million from $389.1 million in 1994.
The reduction in consolidated net sales reflected the absence
of Albemarle net sales in 1995 versus the inclusion of two
months of Albemarle net sales of $155.1 million in the 1994
period, as well as the absence of pharmaceutical sales in first
quarter 1995 versus first quarter 1994 pharmaceutical sales of
$18.5 million partially offset by an $18.8 million increase in
petroleum additives sales.
Net sales for the first quarter of 1995 of $234.3 million were
about even with first quarter 1994 pro forma net sales of
$234.0 million. The $18.8 million or nine percent improvement
in petroleum additives sales in first quarter 1995 was offset by
the absence of pharmaceutical revenues. The increase in
petroleum additives sales reflected higher selling prices (about
$17.1 million) of lead antiknocks, lubricant additives and fuel
additives other than antiknocks, as well as higher shipments
(about $1.7 million) of lead antiknocks and lubricant additives
partially offset by lower shipments of fuel additives other than
antiknocks.
The increase in lead antiknock sales in the first quarter 1995
reflected normal fluctuations in order and shipping patterns
compared to first quarter 1994. Forecasts of order and shipping
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patterns indicate that sales of lead antiknocks in the second
quarter 1995 will be lower than second quarter 1994's unusually
high levels.
Consolidated cost of goods sold in 1995 of $152.1 million
decreased $121.4 million from the 1994 period. The decline in
consolidated cost of goods sold occurred primarily because of
the absence of Albemarle costs in 1995 versus the inclusion of
two months of Albemarle cost of goods sold of $119.1 million in
the 1994 period, as well as $6.2 million cost of goods sold of
the pharmaceuticals business in first quarter 1994.
Cost of goods sold of $152.1 million in first quarter 1995 was
down about 2% from pro forma first quarter 1994 cost of goods
sold of $154.5 million. The decrease reflects the absence of
pharmaceuticals cost of sales in 1995, while cost of goods sold
for petroleum additives increased $3.8 million. The increase in
petroleum additives cost of goods sold reflects approximately
$1.6 million from higher shipments of lead antiknocks and
lubricant additives partly offset by lower shipments of fuel
additives other than antiknocks, as well as higher start-up
costs (about $2.6 million in first quarter 1995, as expected,
versus $0.1 million in first quarter 1994) associated with the
construction and completion or near completion of a major
construction program involving lubricant additives facilities at
several plants, partly offset by slightly lower per unit product
supply costs.
On a pro forma basis, the net result of approximately level net
sales and a 2% decrease in cost of goods sold was that the gross
profit margin increased slightly to 35.1% in the first quarter
1995 from 34.0% in the first quarter 1994, reflecting in part
the product mix in first quarter 1995.
Consolidated selling, general and administrative expenses,
combined with research, development and testing expenses,
amounted to $42.7 million in the first quarter of 1995 versus
$74.6 million in the first quarter of 1994. The reduction in
consolidated expenses occurred primarily because of the absence
of Albemarle expenses in 1995 versus the inclusion of two months
of Albemarle expenses of $23.1 million in the 1994 quarter as
well as the absence of $11.4 million of pharmaceuticals first
quarter 1994 expenses.
Selling, general and administrative expenses of $42.7 million in
first quarter 1995 were down 17% from first quarter 1994 pro
forma selling general and administrative expenses of $51.4
million. The decrease represents the absence of the
pharmaceutical expenses in 1995 versus the 1994 period, partly
offset by a $2.7 million increase in petroleum additives
expenses. The increase in petroleum additives expenses reflects
a $2.8 million increase in research, development and testing
expenses, reflecting higher costs from outside testing and costs
related to the MMT approval activities as well as higher
selling, general and administrative expenses due to higher
employee related costs, partly offset by the nonrecurrence of
the spin-off expenses incurred in first quarter 1994. As a
percentage of net sales, selling, general and administrative
expenses, including research, development and testing expenses,
decreased to 18.2% during the 1995 quarter from 22.0% on a pro
forma basis during the 1994 quarter.
Consolidated operating profit in 1995 decreased 4% from the 1994
period, which included two months' operating profit from
Albemarle of $12.8 million in first quarter 1994.
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Operating profit in first quarter 1995 increased 40% to $39.5
million from first quarter 1994 pro forma operating profit of
$28.1 million. Most of the increase resulted from higher lead
antiknock operating profit reflecting higher shipments due to
normal fluctuations in lead antiknock order and shipping
patterns and higher profit margins, primarily resulting from
higher selling prices; improved lubricant additives profits and
a favorable foreign exchange effect; partly offset by lower
profits from fuel additives other than antiknocks and the
absence of pharmaceuticals profit in 1995 versus approximately
$1.0 million of such profit in first quarter 1994. While the
fluctuations in orders and shipping patterns in lead antiknocks
contributed to the increase of first quarter 1995 operating
profit over first quarter 1994, the forecast of order and
shipping patterns indicate that the outlook for the second
quarter 1995 is for lead antiknock shipments to be lower than
second quarter 1994's unusually high levels.
Consolidated interest expense in 1995 decreased 22% from the
1994 period. The reduction in consolidated interest expense
occurred primarily because of the absence of interest on debt
transferred to Albemarle in 1995 as part of the spin off versus
the inclusion of two months' interest of $2.9 million for
Albemarle debt prior to the spin off in first quarter 1994.
Interest and financing expenses increased 22% to $6.3 million in
the 1995 quarter from $5.1 million on a pro forma basis in the
1994 quarter, reflecting increases of about $0.5 million due to
higher average long-term debt, about $0.4 million due to a lower
amount of interest cost capitalized in 1995 than in 1994, with
the remainder due to higher average interest rates.
Consolidated other income, net, increased to $0.4 million in
first quarter 1995 from $0.1 in first quarter 1994. Other
income, net in 1995 of $0.4 million represented an increase of
$0.9 from first quarter pro forma other expense, net of $0.5
million in 1994. Much of the income resulted from interest
income on higher amounts invested in short-term securities
during the 1995 quarter.
Income Taxes
Consolidated income taxes in the first quarter 1995 period
decreased 5% compared to the 1994 period due to a lower
effective tax rate (36.1% in 1995 versus 38.7% in 1994),
partially offset by a 2% increase in pretax income.
Income taxes in first quarter 1995 increased 42% versus first
quarter 1994 pro forma income taxes, due to a 49% increase in
pretax income partially offset by a lower effective income tax
rate (36.1% in the 1995 period versus 37.9% in the 1994 period).
The lower 1995 tax rate was largely due to the benefit from a
redetermination of prior year research and development tax
credits resulting from a change in federal tax regulations.
Financial Condition and Liquidity
Cash and cash equivalents at March 31, 1995, were about $39.2
million which represents an increase of about $8.0 million from
$31.2 million at year-end 1994. The increase primarily reflects
reduced capital spending in 1995, partly offset by repayment of
$2.5 million of long-term debt.
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Cash flows were more than sufficient to cover operating
activities in the first quarter of 1995. Cash flows from
operating activities of $37.6 million were sufficient to cover
capital expenditures of $13.5 million, cash dividends to
shareholders of $14.8 million, $2.5 million in repayment of
long-term debt and contribute to an approximately $8.0 million
increase in cash and cash equivalents. Management anticipates
that cash provided from operations in the future will be
sufficient to cover the Company's operating expenses, service
debt obligations, including reducing long-term debt from the
amount outstanding at December 31, 1994, and make dividend
payments to shareholders.
The non-current portion of the Company's long-term debt amounted
to $347.3 million at March 31, 1995, compared to $349.8 million
at the end of 1994. The long-term debt to total capitalization
ratio was 46.2% on March 31, 1995, versus 47.2% at December 31,
1994.
The Company's capital expenditures in 1995 are expected to be
significantly less than in 1994 as a result of the completion or
substantial completion in 1994 of major capital construction
projects. The capital spending will be financed primarily from
operations. The amount and timing of repayment of borrowing
will depend on the Company's specific cash requirements.
Recent Developments
On April 14, 1995, the U.S. Court of Appeals for the District of
Columbia Circuit ordered the U.S. Environmental Protection
Agency (EPA) to grant a waiver for the use of the Company's
manganese-based fuel additive in unleaded gasoline.
Bruce C. Gottwald, chairman of the board and chief executive
officer of Ethyl said: "The decision by the U.S. Court of
Appeals is a vindication of our long-held position that HiTEC
3000r performance additive (MMT) does not harm automobile
emissions control systems. Rather, the additive actually
contributes to a cleaner environment without any negative health
effects."
The Court ruled that the Administrator of the EPA "violated the
clear terms" of the Clean Air Act in denying Ethyl's waiver
application. The Court, in its written opinion, noted that "the
Administrator of the EPA exceeded her authority in denying
Ethyl's request for a waiver for MMT." The Court said:
"Accordingly, we vacate the Agency's waiver decision and order
the EPA to grant Ethyl a waiver for its fuel additive." Ethyl
had appealed the EPA's July 1994 denial of its waiver request.
In denying Ethyl's waiver on the basis of health concerns, the
EPA noted the company had satisfied the standards of the Clean
Air Act regarding emission control systems.
Mr. Gottwald also noted: "The use of HiTEC 3000 performance
additive will reduce nitrogen oxide emissions from automobiles
by 20% and carbon monoxide emissions by five to six percent.
Furthermore, use of Ethyl's additive could reduce substantially
U.S. refinery emissions by increasing the efficiency of gasoline
refining as well as saving up to 30 million barrels of crude oil
each year."
The company cannot begin selling MMT for U.S. unleaded gasoline
until a decision has been reached in a lawsuit challenging the
EPA's determination that Ethyl must complete additional
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manganese health testing before it can obtain a "registration"
under another section of the Clean Air Act. Based on the long
history of use of MMT in leaded and unleaded gasoline in the
U.S., Ethyl maintains that MMT is currently registered.
"Management believes Ethyl will prevail in the registration
lawsuit when it is heard this fall just as in the waiver suit,"
Mr. Gottwald said.
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Part II Other Information
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on April 13, 1995, the shareholders
elected the directors nominated in the Proxy with the following affirmative
votes and votes withheld:
Director Affirmative Votes Votes Withheld
- -------- ----------------- --------------
Lloyd B. Andrew 97,816,083 3,200,652
William W. Berry 97,823,586 3,193,149
Phyllis L. Cothran 97,741,693 3,275,042
Allen C. Goolsby 97,829,032 3,187,703
Bruce C. Gottwald 97,821,039 3,195,696
Bruce C. Gottwald, Jr. 97,814,433 3,202,302
Floyd D. Gottwald, Jr. 97,806,633 3,210,102
Thomas E. Gottwald 97,818,897 3,197,838
William M. Gottwald 97,818,554 3,198,181
Gilbert M. Grosvenor 97,817,928 3,198,807
Andre B. Lacy 97,830,022 3,186,713
Emmett J. Rice 97,780,415 3,236,320
Sidney Buford Scott 97,826,560 3,190,175
Charles B. Walker 97,827,199 3,189,536
The shareholders also approved the selection of Coopers & Lybrand as the
Company's auditors with 100,518,173 affirmative votes, 291,151 votes against
and 207,411 abstentions.
Shareholders also approved an amendment to the corporation's Restated Articles
of Incorporation to reduce the authorized shares of preferred stock to a
single class of ten million shares as described in the 1995 Proxy Statement.
This amendment received 100,223,270 affirmative votes and 287,413 negative
votes, with 506,052 abstentions.
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Shareholders agreed with management and rejected a shareholder proposal
regarding the structure of the corporation's Board of Directors, as described
in the 1995 Proxy Statement. This proposal received 22,593,004 affirmative
votes, 63,834,278 votes against and 2,742,009 abstentions.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 3.1. Amendment to the Articles of Incorporation
approved on April 13, 1995.
(b) No reports on Form 8-K have been filed during the quarter
for which this report is filed.
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SIGNATURES
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.
ETHYL CORPORATION
(Registrant)
Date: May 10, 1995 By: s/ Charles B. Walker
Vice Chairman of the Board,
Chief Financial Officer
and Treasurer
(Principal Financial Officer)
Date: May 10, 1995 By: s/ Wayne C. Drinkwater
Controller
(Principal Accounting Officer)
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EXHIBIT INDEX
Page
Number and Name of Exhibit Number
Exhibit 3.1 Amendment to the Articles of Incorporation 18
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Exhibit 3.1
AMENDMENT TO THE ARTICLES OF INCORPORATION
ARTICLES OF AMENDMENT OF
ETHYL CORPORATION
ONE
The name of the corporation is Ethyl Corporation (the "Corporation").
TWO
The Corporation's Articles of Incorporation shall be amended as follows:
A. The first two paragraphs of Article III of the Corporation's Articles of
Incorporation are amended to read as follows:
The Corporation shall have authority to issue 400,000,000 shares of
Common Stock, $1 par value, and 10,000,000 shares of Cumulative
Preferred Stock, with a par value, if any, to be set forth
hereinafter with respect to each series. The Cumulative Preferred
Stock may be issued in series as hereinafter provided. The
description of the Cumulative Preferred Stock and the Common Stock,
and the designations, preferences and voting powers of such classes
of stock or restrictions or qualifications thereof, and the terms
on which such stock is to be issued (together with certain related
provisions for the regulation of the business and for the conduct
of the affairs of the Corporation) shall be as hereinafter set forth
in Parts A, B and C of this Article III.
B. Part A of Article III setting forth the designation, number of shares,
rights and preferences of any series of Cumulative First Preferred Stock
shall be deleted.
C. Part B of Article III shall be renamed Part A and shall be amended to
delete and replace each reference to "Cumulative Second Preferred Stock"
with the words "Cumulative Preferred Stock."
D. Section 1 of Part B (new Part A) of Article III shall be deleted and
subsequent sections renumbered accordingly.
E. Parts C and D of Article III shall be renamed Parts B and C, respectively.
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