Page 1 of 16 pages
UNITED STATES
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, 1999 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 23218-2189
(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,
1999: 83,465,460.
ETHYL CORPORATION
I N D E X
Page
Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statements of Income - Three Months
Ended March 31, 1999 and 1998 3
Consolidated Balance Sheets - March 31, 1999 and
December 31, 1998 4-5
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1999 and 1998 6
Notes to Financial Statements 7-9
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 10-14
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 14
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 15
ITEM 5. Exhibits and Reports on Form 8-K 15
SIGNATURE 16
2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)
(Unaudited)
Three Months Ended
March 31
--------------------
1999 1998
------- --------
Net sales $205,326 $226,932
Cost of goods sold 161,880 173,483
------- --------
Gross profit 43,446 53,449
TEL marketing agreement services 13,676 -
Selling, general and administrative expenses 18,106 20,042
Research, development and testing expenses 15,306 16,850
Special item income 7,200 -
------- -------
Operating profit 30,910 16,557
Interest and financing expenses 8,851 10,334
Other income, net 902 12,928
------- -------
Income before income taxes 22,961 19,151
Income taxes 7,657 6,072
------- -------
Net income $ 15,304 $ 13,079
======= =======
Basic and diluted earnings per share $ .18 $ .16
======= =======
Shares used to compute basic and diluted
earnings per share 83,465 83,465
======= =======
Cash dividends per share of common stock $ .0625 $ .0625
======= =======
See accompanying notes to financial statements.
3
ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
March 31
1999 December 31
(unaudited) 1998
----------- -----------------
ASSETS
Current assets:
Cash and cash equivalents $ 18,152 $ 8,403
Accounts receivable, less allowance for doubtful
accounts ($1,374 - 1999; $1,386 - 1998) 133,727 152,937
Receivable - TEL marketing agreements services 23,653 16,954
Inventories:
Finished goods and work-in-process 152,541 161,480
Raw materials 19,949 21,328
Stores, supplies and other 9,492 8,968
-------- ---------
181,982 191,776
Deferred income taxes and prepaid expenses 20,023 21,358
-------- ---------
Total current assets 377,537 391,428
-------- ---------
Property, plant and equipment, at cost 767,727 776,452
Less accumulated depreciation and amortization 407,999 400,426
-------- ---------
Net property, plant and equipment 359,728 376,026
-------- ---------
Other assets and deferred charges 184,918 182,785
Goodwill and other intangibles, net of amortization 111,276 115,305
--------- ---------
Total assets $1,033,459 $1,065,544
========= =========
See accompanying notes to financial statements.
4
ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
March 31
1999 December 31
(unaudited) 1998
----------- -----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 63,689 $ 82,369
Accrued expenses 45,382 48,496
Dividends payable 5,217 5,217
Long-term debt, current portion 46,979 26,965
Income taxes payable 20,421 14,519
--------- ---------
Total current liabilities 181,688 177,566
--------- ---------
Long-term debt 501,810 531,859
Other noncurrent liabilities 97,579 98,321
Deferred income taxes 65,399 70,796
Shareholders' equity
Common stock ($1 par value)
Issued - 83,465,460 in 1999 and 1998 83,465 83,465
Accumulated other comprehensive (loss) (15,711) (5,604)
Retained earnings 119,229 109,141
--------- ---------
186,983 187,002
--------- ---------
Total liabilities and shareholders' equity $1,033,459 $1,065,544
========= =========
See accompanying notes to financial statements.
5
ETHYL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
(Unaudited)
Three Months Ended
March 31
---------------------
1999 1998
---------------------
Cash and cash equivalents at beginning of year $ 8,403 $ 18,162
-------- --------
Cash flows from operating activities:
Net income 15,304 13,079
Adjustments to reconcile net income to cash flows from
operating activities:
Depreciation and amortization 16,303 15,120
Prepaid pension cost (3,559) (2,891)
Gain on sale of certain nonoperating assets - (4,730)
Working capital decreases 3,388 7,313
Other, net (3,373) 5,586
-------- --------
Cash provided from operating activities 28,063 33,477
-------- --------
Cash flows from investing activities:
Capital expenditures (4,052) (9,570)
Proceeds from sale of certain nonoperating assets - 14,537
Other, net 2,283 (28)
-------- --------
Cash (used in) provided from investing activities (1,769) 4,939
-------- --------
Cash flows from financing activities:
Repayment of long-term debt (10,000) (36,000)
Cash dividends paid (5,217) (5,217)
Other, net (1,328) -
-------- --------
Cash used in financing activities (16,545) (41,217)
-------- --------
Increase (decrease) in cash and cash equivalents 9,749 (2,801)
-------- --------
Cash and cash equivalents at end of period $ 18,152 $ 15,361
======== ========
Supplemental investing and financing non-cash transactions
Increase in intangibles related to the recognition
of a portion of the contingent note payable to
Texaco Inc. (Including deferred interest costs of $1,126) $ - $ 10,501
Recognition of portion of contingent note payable to Texaco Inc. $ - $ 9,375
Assignment of note payable to Texaco Inc. $ 29,208 $ -
See accompanying notes to financial statements
6
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 contain all necessary
adjustments to present fairly, in all material respects, our consolidated
financial position as of March 31, 1999, as well as the consolidated
results of operations and the consolidated cash flows for the three-months
ended March 31, 1999 and 1998. All adjustments are of a normal, recurring
nature. These financial statements should be read in conjunction with the
consolidated financial statements and related notes included in the
December 31, 1998 Annual Report and Form 10-K. The results of operations
for the three-month period ended March 31,1999 are not necessarily
indicative of the results to be expected for the full year.
2. On October 1, 1998, Ethyl entered into agreements with Octel to market and
sell tetraethyl lead (TEL). The area covered by the agreements (the
Territory) includes all world areas except for North America and the
European economic area where Ethyl and Octel continue to compete. Ethyl
continues to provide bulk distribution services, marketing and other
services related to sales made within the Territory. Octel continues to
produce TEL marketed under this arrangement and also provides marketing and
other services. The proceeds earned by Ethyl under this arrangement, net of
cost reimbursements, are reflected in the Consolidated Statements of Income
in the caption, "TEL Marketing Agreements Services".
All sales under the agreements are made in the name of or on behalf of
Octel and therefore not reported as sales by Ethyl. The proceeds generated
from the sale of TEL in the Territory are included in determining the
proceeds for services from the agreements. The net proceeds are paid to
Ethyl and Octel as compensation for services and are based on an
agreed-upon formula with Ethyl receiving approximately one-third of the
total compensation for services provided.
As part of the arrangements, most of our remaining inventory of TEL will be
sold to Octel over an agreed-upon period at a wholesale price. Accordingly,
these sales to Octel and distribution services are reflected in the 1999
Consolidated Statement of Income in net sales and cost of sales. Octel will
use the inventory for sales in the Territory.
7
3. Long-term debt consisted of the following: March 31, December 31,
1999 1998
Variable-rate bank loans $495,000 $505,000
Note payable to syndicate of investors 29,308 -
Note payable to Texaco Inc. - 29,308
Medium-term notes due through 2001 20,250 20,250
------- -------
Total long-term debt 544,558 554,558
Obligations under capital lease 4,414 4,476
Less unamortized discount (183) (210)
------- -------
Net long-term debt 548,789 558,824
Less current portion (46,979) (26,965)
------- -------
Long-term debt $501,810 $531,859
======= =======
On February 18, 1999, our $29.3 million note payable to Texaco Inc. was
assigned by Texaco to a syndicate of investors at face value. At the same
time, the maturity date was amended to December 15, 1999. Because we have
the ability and intent to refinance this obligation on a long-term basis at
maturity, it has been classified as long-term debt.
4. Comprehensive income, defined as net income and other comprehensive income
was $5.2 million for the first quarter of 1999 and $11.8 million for the
first quarter of 1998. Other comprehensive income includes changes in
unrealized gains and losses on marketable securities and derivative
instruments, foreign currency translation adjustments and minimum pension
liability adjustments recorded net of the related deferred income taxes.
The components of comprehensive income consist of the following:
Three Months Ended
March 31
1999 1998
---- ----
Net Income $15,304 $13,079
Other comprehensive (loss) income,
net of tax
Unrealized loss on marketable
equity securities (1,318) (1,084)
Foreign currency translation adjustments (9,188) (237)
Unrealized gain on derivative instruments 399 -
------- ------
Other comprehensive (loss) (10,107) (1,321)
------- ------
Comprehensive income $ 5,197 $11,758
====== ======
8
The components of accumulated other comprehensive income (loss) consist
of the following:
March 31, December 31,
1999 1998
Unrealized gain on marketable equity securities $ 1,503 $ 2,821
Unrealized gain on derivative instruments 399
Minimum pension liability adjustment (2,667) (2,667)
Foreign currency translation adjustments (14,946) (5,758)
------- -------
Accumulated other comprehensive (loss) $(15,711) $ (5,604)
======= =======
5. The special item consisted of $7.2 million income in 1999 from a supply
contract admendment.
6. Other income, net for the three-month period ended March 31, 1998 included
interest income on a favorable tax settlement with the Internal Revenue
Service of $7.9 million and a gain on the sale of a nonoperating asset of
$5.0 million.
7. The Company adopted Statement of Financial Accounting Standards No. 133
(FAS 133), Accounting for Derivatives and Hedging Activities, on January 1,
1999.
The Company has a series of Japanese Yen forward sales contracts to
minimize currency exposure on forecasted foreign-currency-denominated
sales. In accordance with FAS 133, the Company has designated these
contracts as cash flow hedging instruments. The relationships between these
forward sales contracts to the forecasted intercompany sales have been
documented as well as the risk-management objectives and strategy for
undertaking these hedge transactions. Assessment, both at the inception and
on an ongoing basis, is made to judge the effectiveness of the hedge to
offset the change in fair value of the hedged forecasted transactions.
Derivatives are recognized on the balance sheet at their fair value. Since
these Japanese Yen forward sales contracts have been designated as cash
flow hedges and are highly effective, changes in their fair value are
recorded in accumulated other comprehensive income, net of tax, until the
contracts are settled at which time the gain or loss is reflective in
earnings. Hedge accounting will be discontinued if it is determined that
the forecasted transactions will not occur or it is determined that the
derivative no longer qualifies as an effective cash flow hedge. The
derivative will be carried on the balance sheet at its fair value and gains
and losses that were accumulated in other comprehensive income will be
recognized immediately in earnings upon such change in circumstance.
The Company recorded an unrealized gain, net of tax, of $399 thousand in
accumulated other comprehensive income to recognize all derivatives, at
fair value, as of the balance sheet date.
9
ITEM 2. 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 our results of operations and changes in financial condition
since December 31, 1998. Our reportable segments, petroleum additives and
tetraethyl lead (TEL), are strategic business units that are separately managed.
Some of the information presented in the following discussion constitutes
forward-looking comments within the meaning of the Private Securities Litigation
Reform Act of 1995. The forward-looking comments may focus on future objectives
or expectations about future performance and may include statements about trends
or anticipated events.
Ethyl believes our forward-looking comments are based on reasonable expectations
and assumptions, within the bounds of what we know about our business and
operations. However, Ethyl offers no assurance that actual results will not
differ materially from our expectations due to uncertainties and factors that
are difficult to predict and beyond our control.
These factors include, but are not limited to, timing of sales orders, gain or
loss of significant customers, competition from other manufacturers, a
significant change in interest rates, or changes in the demand for Ethyl's
products. Other factors include significant changes in new product introduction,
increases in product cost, the impact of fluctuations in foreign exchange rates
on reported results of operations, changes in various markets or the impact of
consolidation of the petroleum additives industry. Additional factors that could
cause actual results to vary from expectations include Year 2000 compliance
testing outcomes, costs to remedy noncompliant systems, disruption of business
caused by the failure of vendors, suppliers or customers to be Year 2000
compliant, noncompliant equipment or the loss of electrical power due to
noncompliant providers.
Results of Operations
First Quarter 1999 Compared to First Quarter 1998
Net Sales:
Consolidated net sales for the first quarter of 1999 amounted to $205 million,
representing a reduction of 10% from the 1998 level of $227 million. The table
below shows our consolidated net sales by segment.
Net Sales By Segment
(in millions)
First Quarter Ended
March 31
1999 1998
---- ----
Petroleum additives $202 $210
Tetraethyl lead 3 17
---- ----
Consolidated net sales $205 $227
==== ====
10
Petroleum additives net sales in 1999 of $202 million were down $8 million (4%)
from $210 million in 1998. Slightly higher shipments resulted in a $4 million
improvement to sales. However, because of continuing pricing pressures in the
market, lower selling prices caused a $12 million decrease in net sales more
than offsetting the volume gains.
Beginning October 1, 1998, all tetraethyl lead (TEL) sales made under the TEL
marketing agreements with The Associated Octel Company Limited (Octel) are being
made by or on behalf of Octel and are not being recorded as sales by Ethyl.
Consequently, TEL net sales of $3 million in 1999 represented sales made by
Ethyl in territories not covered by the agreements with Octel. First quarter
1998 TEL net sales of $17 million represented our worldwide TEL net sales.
Segment Operating Profit:
Ethyl evaluates the performance of petroleum additives and TEL based on segment
operating profit. Corporate departments and other expenses outside the control
of the segment manager are not allocated to segment operating profit.
Depreciation on segment property, plant and equipment and amortization of
segment intangible assets are included in the operating profit of each segment.
Combined segment operating profit increased 70% resulting in $36 million in the
first quarter of 1999 compared to $21 million in 1998. Operating profit by
segment and a reconciliation to income before income taxes is shown below.
Segment Operating Profit
(in millions)
First Quarter Ended
March 31
1999 1998
---- ----
Petroleum additives $ 26 $ 17
Tetraethyl lead 10 4
---- ----
Segment operating profit 36 21
Corporate unallocated expense (6) (7)
Interest expense (9) (10)
Other income, net 2 15
---- ----
Income before income taxes $ 23 $ 19
==== ====
Petroleum Additives Segment
Petroleum additives first quarter 1999 operating profit of $26 million included
special item income of $7 million from a supply contract amendment. Excluding
this, petroleum additives operating profit increased to $19 million in 1999 from
the 1998 level of $17 million.
This increase from 1998 levels resulted from the impact of slightly higher
shipments and lower raw material costs, as well as favorable foreign exchange.
Research, development and testing expenses in the first quarter 1999 were about
9% lower than first quarter 1998 primarily reflecting the timing of outside
testing expense. Selling, general, and administrative (SG&A) expense also
decreased in the first quarter of 1999 reflecting our ongoing cost control
efforts. SG&A, including research, development and testing expense, as a
percentage of net sales decreased from 14.4% in 1998 to 14.0% in 1999. The
improvements were largely offset by the impact of lower selling prices and
continuing weakness in the Asia Pacific and Latin America markets.
11
TEL Segment
TEL operating profit for the first quarter of 1999 amounted to $10 million and
included $14 million from the marketing agreements with Octel. Included in 1999
TEL results are the cost of certain facilities that are not allocable to the TEL
marketing agreements. Operating profit in the first quarter of 1998 was
unusually low and amounted to $4 million due to shipping patterns and timing of
orders.
The following discussion references the Consolidated Financial Statements
beginning on page 3.
Interest and Financing Expenses:
Our interest and financing expenses of $9 million in first quarter 1999
reflected a $1 million decrease from $10 million in first quarter 1998. The
decrease was primarily the result of both lower average debt outstanding, as
well as a lower effective interest rate.
Other Income, Net:
Other income, net totaled $1 million in the first quarter of 1999 compared to
$13 million in 1998. The 1999 total included about $2 million interest income
related to an income tax adjustment. Other income, net in 1998 consisted
primarily of interest income on a favorable tax settlement with the Internal
Revenue Service of $8 million, as well as a gain of $5 million on the sale of a
nonoperating asset.
Income Taxes:
Income taxes were $8 million in 1999 and $6 million in 1998. The increase of $2
million from first quarter 1998 reflected a 20% increase in our income before
income taxes, as well as a higher effective income tax rate. The effective
income tax rate was 33.3% in 1999 compared to 31.7% in 1998. The lower rate in
1998 reflected the benefit on the settlement of income tax issues while the 1999
rate also included the benefit of a tax adjustment of a smaller amount.
Net Income
As a result of the issues discussed above, as well as lower corporate
unallocated expenses, Ethyl's net income for the first quarter 1999 was $15
million or $.18 per share compared to net income of $13 million or $.16 per
share for the first quarter 1998. First quarter 1999 included a net benefit of
$4 million or $.05 per share from a supply contract amendment. First quarter
1998 included nonrecurring income of $9 million or $.11 per share from a
settlement with the Internal Revenue Service in addition to a gain on the sale
of a nonoperating asset. Excluding these nonrecurring items, earnings for the
first quarter of 1999 were about $11 million or $.13 per share compared to first
quarter 1998 earnings of nearly $4 million or $.05 per share.
Financial Condition and Liquidity
Cash and cash equivalents at March 31, 1999 totaled $18 million, which was an
increase of about $10 million since December 31, 1998. Our cash flows were more
than sufficient to cover operating activities during the 1999 period. Cash flows
from operating activities for the first quarter of 1999 were $28 million. This
cash was used to make principal payments on long-term debt of $10 million, pay
dividends of $5 million, fund capital expenditures of $4 million, and fund the
increase in cash and cash equivalents of almost $10 million. We anticipate that
cash provided from operations will continue to be sufficient to cover operating
expenses, service debt obligations, including reducing long-term debt and make
dividend payments to our shareholders.
12
Ethyl has combined current and noncurrent long-term debt of $549 million at
March 31, 1999 compared to $559 million at December 31, 1998. This decrease of
$10 million represents a repayment on our term loan.
On February 18, 1999, our $29 million note payable to Texaco Inc. was assigned
by Texaco to a syndicate of investors at face value. At the same time, the
maturity date was amended to December 15, 1999. Because we have the ability and
intent to refinance this obligation on a long-term basis at maturity, it is
classified as long-term debt.
As a percentage of total capitalization, Ethyl's long-term debt, excluding the
current portion, decreased from 74% at the end of 1998 to 73% at March 31, 1999.
We expect our capital spending during 1999 to be moderately lower than 1998
reflecting the completion of the construction and expansion following the Texaco
Additives acquisition. Ethyl will continue to finance capital spending through
cash provided from operations.
Our working capital at March 31, 1999 was $196 million resulting in a current
ratio of 2.08 to 1. At December 31, 1998, the working capital was $214 and the
current ratio was 2.20 to 1. The reduction in working capital and the current
ratio reflects a decrease in accounts receivable and inventories, as well as an
increase in the current portion of long-term debt. Partially offsetting these,
were an increase in cash and a reduction in accounts payable.
Year 2000 Readiness Disclosure:
- --------------------------------------------------------------------------------
The Year 2000 statement in this communication is being designated a Year 2000
Readiness Disclosure within the meaning of the United States Year 2000
Information and Readiness Disclosure Act of 1998.
- --------------------------------------------------------------------------------
We continue to aggressively address our Year 2000 project. It is a global effort
covering information systems, process control systems, and embedded controllers.
Ethyl's senior management and board of directors place a high priority on and
have approved the necessary funding to complete the Year 2000 compliance effort.
Our Year 2000 project manager coordinates this initiative and provides senior
management with regular status updates.
We enhanced our Year 2000 readiness when we converted all mainframe systems to
modern client server systems over the last several years. This included
implementation of SAP R/3, PeopleSoft, and other commercial and desktop
software, all of which are represented to be Year 2000 compliant. Ethyl has
reviewed our manufacturing and R&D systems, testing equipment, desktop computers
and technical infrastructure. We have plans in place to have both software and
hardware fully compliant well before the end of 1999. In addition, during 1998,
Ethyl contracted with an independent third party to provide assistance with the
review of manufacturing systems and embedded controllers. We will initiate a
follow-up review in June 1999.
Ethyl expects our facilities, equipment, and information systems will be fully
functional and will operate accurately and without interruption both before and
after January 1, 2000. We also expect that our products and services will be
available continuously. We have performed extensive testing and used scheduled
plant shutdowns to implement and test Year 2000 upgrades and replacements.
Our testing results are satisfactory. We will continue testing during the year.
13
Year 2000 efforts include reviewing the readiness efforts of our mission
critical suppliers as well as those of our key customers. This review is an
ongoing process. Currently, we have received no information through this review
that indicates any of our critical business partners' Year 2000 results will
have a negative impact on our business. When requested, we meet with customers
regarding our readiness.
Ethyl's costs associated with Year 2000 compliance in the first quarter of 1999
were $500 thousand bringing the total costs incurred since 1998 to about $1
million. The costs are low because we completed the majority of our compliance
effort through systems implementation over the last several years. We estimate
remaining costs in 1999 to be around $2 million. Cash from operations will cover
these costs. Of the remaining estimated costs, all but $200 thousand will be
capitalized. The noncapitalized costs represent less than 5% of our information
technology operating budget.
As part of our assessment, we rated the impact of a Year 2000 problem for each
mission critical system in terms of probable risk to the business and successful
resolution of the issue. Due to the extensive work that has been completed and
the plans in place for full compliance, Ethyl believes sufficient time and
resources are committed to resolve any remaining Year 2000 issues. We anticipate
that internal risks are low and the overall risk of business interruption is
minimal.
Our Year 2000 program also includes a review of external risk factors as well as
the determination of actions necessary to minimize any potential impacts. We are
developing a contingency plan to address noncompliance of a critical system or
business partner. This plan will also address worst case scenarios and could
result in special staff training, stockpiling critical raw materials and
inventory, and scheduling production runs to minimize losses in the event of
power outages.
In 1998, Ethyl engaged another independent third party to perform a status
review of our company-wide Year 2000 program. We used the results to enhance and
focus our Year 2000 efforts, and are conducting a follow-up review during the
first half of 1999. Our emphasis on Year 2000 readiness has not seriously
delayed any of Ethyl's mission critical programs.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no significant changes in our market risk from the information
provided in our Form 10-K for the year ended December 31, 1998.
14
PART II - Other Information
ITEM 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on April 22, 1999,
the shareholders elected the directors nominated in the Proxy
with the following affirmative votes and votes withheld:
Director Affirmative Votes Votes Withheld
William W. Berry 76,103,591 745,890
Phyllis L. Cothran 76,069,095 780,386
Bruce C. Gottwald 76,137,409 712,072
Thomas E. Gottwald 76,155,028 694,453
Gilbert M. Grosvenor 76,087,628 761,853
Sidney Buford Scott 76,148,619 700,862
Charles B. Walker 76,134,170 715,311
The shareholders also approved the selection of PricewaterhouseCoopers
LLP as the Company's auditors with 76,611,868 affirmative votes,
128,796 votes against and 108,817 abstentions.
ITEM 5. Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) No reports on Form 8-K have been filed during the quarter for
which this report is filed.
15
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.
ETHYL CORPORATION
(Registrant)
Date: May 4, 1999 By: s/ J. Robert Mooney
J. Robert Mooney
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: May 4, 1999 By: s/ Wayne C. Drinkwater
Wayne C. Drinkwater
Controller
(Principal Accounting Officer)
16