SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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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): November 9, 1999
Commission file number 1-13879
OCTEL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 98-0181725
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Global House
Bailey Lane
Manchester
United Kingdom M90 4AA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-44-161-498-8889
ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
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On June 1, 1999 Octel Corp. ("Octel"), a Delaware Corporation, through its
subsidiary, The Associated Octel Company Limited, entered into a conditional
agreement with OBOAdler Holdings Limited ("Holdings"), a UK company, to acquire
all outstanding shares of OBOAdler Company Limited ("OBOAdler"), a UK company,
for payment of US$ 94.5 million in cash. The agreement was conditional upon
compliance with the advance notification requirements contained in the Decision
and Order of the Federal Trade Commission ("FTC") Docket C-3815 dated June 16,
1998 and the expiration of all applicable waiting periods specified therein.
Advance notification requirements of said Decision and Order have been complied
with and the FTC has terminated all applicable waiting periods. The acquisition
of OBOAdler closed on November 9, 1999. The FTC has approved Octel's acquisition
of OBOAdler by means of an Agreement and Consent Order on September 6, 1999.
Under FTC procedures, the Agreement and Consent Order cannot become final until
after expiration of a 60 day public notice period.
OBOAdler owns the Alcor group of companies, which manufacture and market tetra
ethyl lead ("TEL"). The Alcor group is based in Baar, Switzerland and includes
a TEL manufacturing plant in Germany.
Octel financed the entire purchase price by entering into a $100 million credit
agreement with Barclays Bank plc repayable by December 2002.
As part of its agreement with the FTC, Octel has entered into a long-term supply
agreement with Alcor's former US distributor, Allchem Industries Inc.,
("Allchem"), to provide Allchem's requirements for TEL for resale in the United
States for a period of 15 years.
While Octel will review OBOAdler's business, assets, structure and operations,
Octel has no intentions at the present time to use the plant, equipment or other
physical property of OBOAdler for purposes materially different from the
purposes for which they were used prior to the acquisition.
Additional information with respect to those transactions is set forth in the
exhibits hereto, which are included herein by reference.
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ITEM 7 - FINANCIAL STATEMENTS
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(a) Financial Statements of Business Acquired.
The Registrant has determined that it is impracticable to file the required
audited historical financial statements of OBOAdler concurrently with this Form
8-K. The Registrant will file such audited historical financial statements by
amendment as soon as practicable, but in any event not later than January 23,
2000.
(b) Proforma Financial Information.
The Registrant has determined that it is impracticable to file the required
proforma information concurrently with this Form 8-K. The Registrant will file
such proforma financial information by amendment as soon as practicable, but in
any event not later than January 23, 2000.
(c) Exhibits.
Number Exhibit
7.1 Share purchase agreement between OBOAdler Holdings Limited and
The Associated Octel Company Limited relating to the sale and
purchase of the whole of the issued share capital of OBOAdler
Company Limited, dated June 1, 1999.
7.2 $100,000,000 term loan agreement between Octel Corp., Octel
Associates, Barclays Capital, Barclays Bank plc and others,
dated June 3, 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.
OCTEL CORP.
Date: November 9, 1999 By:
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Alan G Jarvis
Vice President and Chief Financial Officer
EXHIBIT INDEX
Number Description
7.1 Share purchase agreement between OBOAdler Holdings Limited and
The Associated Octel Company Limited relating to the sale and
purchase of the whole of the issued share capital of OBOAdler
Company Limited, dated June 1, 1999.
7.2 $100,000,000 term loan agreement between Octel Corp., Octel
Associates, Barclays Capital, Barclays Bank plc and others,
dated June 3, 1999.
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