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, 2000
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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
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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 South Fourth Street
P.O. Box 1335
Richmond, Virginia 23210
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 25, 2001
Appendix I
SAVINGS PLAN FOR THE EMPLOYEES OF
ALBEMARLE CORPORATION
ANNUAL REPORT
DECEMBER 31, 2000 AND 1999
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
INDEX OF FINANCIAL STATEMENTS AND SCHEDULES
Page
Report of Independent Accountants 2
Financial Statements:
Statements of Assets Available for Benefits
at December 31, 2000 and 1999 3
Statement of Changes in Assets Available for
Benefits for the Year Ended December 31, 2000 4
Notes to Financial Statements 5-10
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes 11
Schedule of Investment Assets Both Acquired and
Disposed of Within the Plan Year *
Nonexempt Transactions *
Schedule of Loans or Fixed Income Obligations in
Default or Classified as Uncollectible *
Schedule of Leases in Default or Classified as
Uncollectible *
Schedule of Reportable Transactions *
* Other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 ("ERISA") have been omitted
because they are not applicable.
Page 1
Report of Independent Accountants
To the 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 statement 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, 2000 and 1999, and the changes in assets available for benefits for the year
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States of America. 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 auditing standards generally
accepted in the United States of America, 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 our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at December 31, 2000 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is 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 supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the 2000 audit of the basic financial statements and, in
our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
June 2, 2001
Page 2
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
December 31, 2000 and 1999
(in US dollars)
2000 1999
------------------------------------------- ------------------------------------------
Participant Nonparticipant Participant Nonparticipant
Directed Directed Total Directed Directed Total
Assets:
Cash $ 932,089 $ 25,852 $ 957,941 $ 579,483 $ 27,125 $ 606,608
Investments at fair value (see Note 3) 190,924,441 48,964,743 239,889,184 194,519,364 37,600,083 232,119,447
Receivables:
Employer contributions - 29,629 29,629 - 24,383 24,383
Employee contributions 67,988 - 67,988 56,161 - 56,161
Dividends and interest 58,398 - 58,398 41,196 - 41,196
Other 13,668 - 13,668 8,857 - 8,857
------------- ------------ ------------- ------------- ------------ -------------
Assets available for benefits $191,996,584 $49,020,224 $241,016,808 $195,205,061 $37,651,591 $232,856,652
------------- ------------ ------------- ------------- ------------ -------------
The accompanying notes are an integral part of the financial statements.
Page 3
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 2000
(in US dollars)
Participant Nonparticipant
Directed Directed Total
Additions:
Dividends and interest $ 7,608,522 $ 840,434 $ 8,448,956
Employee contributions (see Note 2) 10,447,642 - 10,447,642
Employer contributions (see Note 2) - 4,870,453 4,870,453
Net appreciation in fair value of investments
(see Note 3) (6,409,434) 11,046,558 4,637,124
--------------- -------------- ---------------
Total additions 11,646,730 16,757,445 28,404,175
--------------- -------------- ---------------
Deductions:
Benefit payments 17,841,085 2,366,179 20,207,264
Administrative expenses 7,268 - 7,268
Other 29,321 166 29,487
--------------- -------------- ---------------
Total deductions 17,877,674 2,366,345 20,244,019
--------------- -------------- ---------------
Net (decrease) increase (6,230,944) 14,391,100 8,160,156
Transfers 3,022,467 (3,022,467) -
Assets available for benefits, beginning of year 195,205,061 37,651,591 232,856,652
--------------- -------------- ---------------
Assets available for benefits, end
of year $ 191,996,584 $ 49,020,224 $241,016,808
--------------- -------------- ---------------
The accompanying notes are an integral part of the financial statements.
Page 4
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
General:
The accompanying financial statements of the Savings Plan For The
Employees Of Albemarle Corporation (the "Plan") have been prepared in
conformity with accounting principles generally accepted in the United
States of America.
Accounting Estimates:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 benefits and the statement of changes in assets
available for benefits.
Page 5
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO FINANCIAL STATEMENTS, Continued
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"). 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 in 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.
2. Description of Plan:
a. General: The Plan is a defined contribution plan. It is subject to
the provisions of the Employee Retirement Income Security Act of 1974.
Merrill Lynch served as the Plan's trustee for the year ended December
31, 2000. 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.
Page 6
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO FINANCIAL STATEMENTS, Continued
2. Description of Plan, continued:
b. 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 50% of the first 10% of each
participant's contribution. Contributions made by Albemarle are
invested in the Albemarle Corporation Common Stock Fund which contains
both participant and nonparticipant directed balances. Participants
may also contribute amounts representing distributions from other
qualified defined benefit or defined contribution plans. The Plan
allows non-highly compensated participants, as defined by the Plan
document, to make a pre-tax or after-tax election percentage raging
from a minimum of one percent (1%) to a maximum of fifteen percent
(15%) to be contributed into the Plan.
c. Vesting: Participant contributions are 100% vested at all times. In
the event employment is terminated as a result of attaining normal
retirement age, electing retirement under the terms of the Company's
defined benefit pension plan, total and permanent disability, or
death, or in the event the Plan is terminated, participants will have
a 100% vested interest in that portion of their account which
represents employer contributions. If termination of employment is the
result of other reasons, vesting in employer contributions is based on
years of service, as follows: 60% for three years of service, 80% for
four years of service, and 100% for five or more years of service.
d. Investment options: 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.
Page 7
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO FINANCIAL STATEMENTS, Continued
2. Description of Plan, 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 Corporation Common Stock Fund, which
invested in common stock of Tredegar Corporation, 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. 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.
e. 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. The loans are collateralized 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, 2000 and 1999, was 10.5% and 9.25%,
respectively. Principal and interest is paid ratably through payroll
deductions.
Page 8
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO FINANCIAL STATEMENTS, Continued
2. Description of Plan, continued:
f. Payment of benefits: 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.
g. 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 in the year in which the forfeitures are
applied to Albemarle's contribution. For the year ended December 31,
2000, $33,794 of forfeitures became available and will be used as a
reduction of required Company contributions for the 2001 plan year.
3. Investments:
The following table presents investments held at year-end that represent
five percent (5%) or more of assets available for benefits:
2000 1999
Albemarle Corporation common stock $92,884,564* $80,379,900*
Merrill Lynch Equity Index Trust 1 46,113,670 53,061,082
Merrill Lynch Retirement Preservation Trust 35,676,432 36,396,719
Franklin Small Cap Growth Fund 14,973,403 7,129,718
* Nonparticipant-directed totals $48,964,743 and $37,600,083 for 2000 and
1999, respectively.
During 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated in value by $4,637,124 as follows:
Common stock $ 17,416,341
Mutual Funds and Equity Index Trust (12,779,217)
--------------
$ 4,637,124
==============
Page 9
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
NOTES TO FINANCIAL STATEMENTS, Continued
4. 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.
5. Administration Expenses:
Expenses of the Trustee in administering the Plan are paid from Plan
assets, while certain recordkeeping fees and other administrative charges
are borne by Albemarle.
6. 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.
7. Related Party Transactions:
Certain Plan investments are shares of mutual funds managed by Merrill
Lynch, the trustee of the Plan. Participants have the option of investing
in Albemarle common stock.
Page 10
SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 2000
(a) (b) (c) (d) (e)
Identity Description Cost of Current
Each Item Value*
- ---- ------------------------ ----------------------------------------------------------- ------------- ---------------
** Merrill Lynch Retirement Collective trust invested in GIC's, BIC's, obligations $ - $ 35,676,432
Preservation Trust of U.S. Government agencies and high quality money
market securities
PIMCO Total Return Fund Mutual fund that invests in fixed income securities - 6,355,153
** Merrill Lynch Capital Mutual fund that invests in equity, debt and convertible - 8,896,163
Fund, Inc. securities
** Merrill Lynch Equity Collective trust indexed to the S&P 500 Index - 46,113,670
Index Trust
Davis New York Venture Mutual fund that invests in companies with at least - 6,849,743
Fund, Inc. $250 million in market capitalization
Alliance Premier Growth Mutual fund that invests in selected equity securities of - 10,843,629
Fund large capitalized companies
** Merrill Lynch Growth Mutual fund that invests in securities which are considered - 1,860,209
Fund undervalued
Franklin Small Cap Mutual fund that invests in companies with less than - 14,973,403
Growth Fund $1 billion in market capitalization
Ivy International Fund Mutual fund that invests in international equity securities - 1,487,454
** Albemarle Corporation $.01 par value, 3,759,912 shares 59,566,169 92,884,564
common stock
Ethyl Corporation $1.00 par value, 1,976,557 shares - 2,840,313
common stock
Tredegar Corporation No par value, 449,711 shares - 7,841,620
common stock
Loan fund Terms from 1-5 years with interest rate of prime plus - 3,266,831
1 percent, 10.5% at December 31, 2000
---------------
Total plan investments $ 239,889,184
---------------
* See Note 1 of Notes to Financial Statements
** Denotes a party-in-interest to the Plan.
Page 11
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 2, 2001 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 26, 2001