SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
Commission file number 1-13879
OCTEL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 98-0181725
(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
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ----------------
Common stock, $0.01 par value New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
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, and (2) has been subject to the filing requirements for
the past 90 days.
Yes X
-------
No _______
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K. [_]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934)
Yes X
-------
No _______
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of the most recently completed second fiscal
quarter (June 30, 2002) was $143 million, based on the closing price of the
common shares on the New York Stock Exchange on June 28, 2002. Shares of common
stock held by each officer and director and by each person who owns 5% or more
of the outstanding common stock have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for any other purpose.
As of February 28, 2003 11,861,208 shares of the registrant's stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2002 Annual Report to Stockholders are incorporated by reference
into Parts I, II and IV. Certain portions of Octel Corp.'s proxy statement to be
mailed to stockholders on or about March 24, 2003 for the annual meeting of
Stockholders to be held on May 6, 2003 are incorporated in Part III hereof by
reference.
1
PART 1
Item 1 Business
General
Octel Corp., a Delaware corporation (the "Company") is a major manufacturer and
distributor of fuel additives and other specialty chemicals. Its primary
manufacturing operation is located at Ellesmere Port, South Wirral, United
Kingdom. The Company's products are sold globally, primarily to oil refineries.
Principal product lines are lead alkyl antiknock compound ("TEL"), other
petroleum additives and performance chemicals.
Until May 22, 1998, the Company was a wholly owned subsidiary of Great Lakes
Chemical Corporation, a Delaware corporation ("GLCC"). On May 22, 1998, GLCC
consummated the spin-off of its petroleum additives business by distributing
shares in the Company to the stockholders of GLCC in a ratio of one Company
share for every four GLCC shares held. In connection with the spin-off the
Company issued 14,762,417 shares of common stock on May 26, 1998. A further 969
shares were subsequently issued in respect of late notified changes in GLCC
stockholders at the record date of the spin-off issue.
The term "Octel" as used herein means Octel Corp. and its subsidiaries unless
the context indicates otherwise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 18 through 23 of the 2002 Annual Report to Stockholders (the
"Report") are incorporated herein by reference.
Segmental Information
The Company presently has one dominant industry segment, petroleum additives.
The Company has three businesses for management purposes - TEL, Petroleum
Specialties and Performance Chemicals. Because of operational and economic
similarities, Petroleum Specialties and Performance Chemicals have been
aggregated for reporting purposes as the Specialty Chemicals business segment.
Note 2 on the Financial Statements included in the Report (the "Financial
Statements") on pages 33 and 34 of the Report, is incorporated herein by
reference.
Description of the Business
The Company is an international chemical company specialising in the
manufacture, distribution and marketing of fuel additives and specialty
chemicals. The Company is organised into two business units for reporting
purposes - TEL and Specialty Chemicals.
TEL
TEL, the most significant of the Company's products, accounted for approximately
57% of the Company's 2002 sales. TEL was first developed in 1928 and introduced
into the European market for
2
internal combustion engines to boost octane levels in gasoline, allowing it to
burn more efficiently and eliminating engine knock. It also acts as a lubricity
aid, reducing engine wear. Worldwide use of TEL has declined since 1973
following the enactment of the US Clean Air Act of 1970 and similar legislation
in other countries. The trend of countries exiting the leaded gasoline market
has resulted in a rate of decline in volume terms in the last few years of
between 15% and 25% per annum. Management believes that a decrease of 15% to 25
% will arise in 2003, and that volumes will continue to decline year on year.
The Company intends to manage the decline safely (from an environmental
perspective) and effectively and to maximize the cash flow through the decline.
Continuous cost improvement measures have been, and will continue to be, taken
to respond to declining market demand.
Specialty Chemicals
The Specialty Chemicals Business Unit comprises two developing business areas -
Petroleum Specialties and Performance Chemicals.
The Petroleum Specialties business develops, produces and markets a range of
specialty products, used as additives to fuels. The Company has developed a
range of products and customized blends to meet market demand for
cleaner-burning and more efficient fuels. The Refinery Specialties unit supplies
a growing list of products and services that improve operational efficiencies
and product performance at the refinery. There is an ongoing program of growth
through mergers and acquisitions. These have included the joint venture in
Valvemaster(R) Limited, our 50% owned US subsidiary Octel Starreon LLC and
wholly owned subsidiaries including Octel Deutschland GmbH, the Gamlen group, CP
Manufacturing BV, CP3500 International Limited, the Bycosin AB group and Octel
Exhaust Systems Limited.
The Performance Chemicals focus going forward is to develop high performance and
in particular environmentally friendly products from its technology base. The
major current product is the Octaquest(R) family of products, originally
developed for the detergent market but now being adapted to new markets in
personal care, paper and photographics. Subsidiaries include Manhoko Limited,
Hi-Mar Specialties Inc and ProChem Chemicals Inc.
Raw Materials
Raw material purchases account for a substantial portion of the Company's
manufacturing costs. The major purchases are lead, sodium, ethyl chloride and
dibromoethane. These materials are available readily from more than one source,
and the Company uses long term contracts (generally with fixed prices and
escalation terms) to enhance the security of supply and manage the risk of price
escalation.
Patents and Intellectual Property
The Company has a portfolio of trademarks and patents, granted and in the
application stage, covering products and processes. These trademarks and patents
relate primarily to the Petroleum Specialties and the Performance Chemicals
businesses, in which intellectual property forms a significant part of the
Company's competitive strengths. The majority of these patents were developed by
the Company. Most of these patents, subject to maintenance obligations,
including the payment of renewal fees, have at least ten years life remaining.
The Company also holds a license for the manufacture of fuel detergents. The
Company has trademark registrations for the use of the name Octel(R) and for the
Octagon device in Classes 1 and 4 of the "International Classification of Goods
and Services for the
3
Purposes of the Registration of Marks" in all countries in which it has a
significant market presence. Octel also has trademark registrations for
Octaquest(R) in all countries in which it has a significant market presence. The
Company has applications in progress for a number of other trademark
registrations in several jurisdictions.
Octel America Inc., a subsidiary of the Company, has trademarks for
Ortholeum(R), a lube oil additive antioxidant and metal deactivator, Ocenol(R),
an antifoam for refinery use, and Valvemaster(R), a valve seat recession
additive. The Company does not consider its business as a whole to be dependent
on any one trademark, patent or licence.
Customers
TEL sales are made principally to the retail refinery market, which comprises
independent, state or major oil company-owned refineries located throughout the
world. Selling prices to major customers are negotiated under long-term supply
agreements, with varying prices and terms of payment.
The Company has one significant customer whose sales represent more than ten per
cent of consolidated revenues. Sales to that customer in 2002, 2001 and 2000
were $62.6 million, $80.5 million and $68.1 million, respectively.
The customers of the Specialty Chemicals business are multinational oil
companies and fuel retailers. Traditionally, a large portion of the total market
was captive to oil companies that had fuel additives divisions providing
supplies directly to their respective refinery customers. As a result of
corporate restructurings and various mergers, joint ventures and other
collaborative arrangements involving downstream refining and marketing
operations, the tied supply arrangements between oil companies and their captive
fuel additive divisions have been weakened and many refineries are increasingly
looking to purchase their fuel additive requirements on the open market. This
trend is creating new opportunities for independent additive marketers such as
the Company.
Competition
In the TEL market Octel competes with marketers of products and processes that
provide alternative ways of enhancing octane performance in automotive gasoline.
Government regulations have restricted or eliminated the use of TEL as an
automotive gasoline additive in many of the largest and developed markets such
as North America and Europe. As a result, worldwide demand for TEL is
progressively declining as the use of unleaded gasoline becomes more widespread.
On a worldwide basis Octel remains the largest TEL marketer.
The Company's Specialty Chemicals business operates in a competitive
environment, with its main competitors being large oil and chemical companies.
No one company holds a dominant market share. The Company considers its
competitive strengths are its strong technical development capacity,
independence from major oil companies and its strong long-term relationships
with refinery customers.
Ethyl Agreements
The "Nature of Operations" policy in Note 1 on the Financial Statements, on page
31 of the Report, is incorporated herein by reference.
Octel supplies Ethyl on a wholesale basis with TEL for resale to customers in
the United States under two separate long term supply agreements at prices
adjusted annually through agreed formulas.
4
Technology
The Company's principal research and development facilities are located in the
Fuel Technology Centre at Bletchley, UK, together with facilities at Ellesmere
Port, UK. The Company's research and development activity has been, and will
continue to be, focused on the development of new products and formulations for
the Petroleum Specialties and the Performance Chemicals businesses. Technical
customer support is also provided for the TEL business. Expenditures to support
research, product/application development and technical support services to
customers were $6.0 million, $5.1 million and $3.1 million in 2002, 2001 and
2000, respectively. The Company considers that its strong technical capability
provides it with a significant competitive advantage. In the last three years,
the Petroleum Specialties business has developed new detergent, lubricity and
combustion improver products, in addition to the introduction of several new
cost effective fuel additive packages. A patented process for manufacturing
Octaquest(R) has enabled the Company to enter into a new market in the
performance chemicals area.
Health, Safety and Environmental Matters
The Company is subject to Environmental Laws in all of the countries in which it
does business. The principal Environmental Laws to which the Company is subject
in the UK are the Environmental Protection Act 1990, the Water Resources Act
1991, the Health and Safety at Work Act 1974 and regulations and amendments
thereto. Management believes that the Company is in material compliance with all
applicable Environmental Laws, and has made appropriate provision for the
continued costs of compliance with Environmental Laws. Nevertheless, there can
be no assurance that changes in existing Environmental Laws, or the discovery of
additional liabilities associated with the Company's current or former
operations, will not have a material adverse effect on the Company's business,
results of operations or financial condition.
The principal sites giving rise to environmental remediation liabilities are the
former TEL operating sites at Paimboeuf in France and Doberitz and Biebenheim in
Germany, together with the Ellesmere Port site in the UK, which is the last
ongoing manufacturer of TEL. Remediation work is substantially complete at
Paimboeuf and Biebenheim. Doberitz ceased to manufacture in March, 2002 so
remediation work is still at an early stage. At Ellesmere Port there is a
continuing remediation program related to those units which have closed.
We record environmental liabilities when they are probable and costs can be
estimated reasonably. This involves anticipating the program of work and the
associated future costs, and so involves the exercise of judgement by
management. Note 11 on the Financial Statements, which quantifies environmental
liabilities and provisions, is incorporated by reference.
Human Resources
The Company's workforce at December 31, 2002 consisted of 932 employees, of
which 493 were in the UK. Over half of the Company's employees in the UK are
represented by unions, including the Transport and General Workers Union and the
Amalgamated Engineering and Electrical Union.
The Company has in place an employee communication program to help its employees
understand the business issues surrounding the Company and the corporate
restructuring that has been implemented to respond to declining TEL demand and
to the developing Specialty Chemicals business. Regular briefings are conducted
by line managers where Company-wide and departmental issues are discussed.
5
More formal communication takes place with the trade unions recognized by the
Company for negotiating and consultative purposes.
Available Information
The Company files annual, quarterly, and current reports, proxy statements, and
other documents with the Securities and Exchange Commission (SEC) under the
Securities Exchange Act of 1934 (the Exchange Act). The public may read and copy
any materials that the Company files with the SEC at the SEC's Public Reference
Room at 450 Fifth Street, NW, Washington, DC 20549, United States of America.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet
website that contains reports, proxy and information statements, and other
information regarding issuers, including the Corporation, that file
electronically with the SEC. The public can obtain any documents that the
Company files with the SEC at http://www.sec.gov.
The Company also makes available, free of charge, through its Internet website
(http://www.octel-corp.com) the Company's Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and, if applicable,
amendments to those reports filed or furnished pursuant to Section 13(a) of the
Exchange Act as soon as reasonably practicable after the Company electronically
files such material with, or furnishes it to, the SEC.
6
Item 2 Properties
A summary of the Company's principal facilities is shown in the following table.
Each of these properties is owned by the Company, except where otherwise noted:-
Location Principal Operations
Newark, Delaware, US/(1)/ Octel Corp. Headquarters
Manchester, UK/(1)/ Octel Corp. European Headquarters
Ellesmere Port, UK Associated Octel; Business Teams; Manufacturing;
Research & Development; Administration
Bletchley, UK Fuel Technology Center
Herne, Germany/(1)/ Octel Deutschland GmbH; Manufacturing and
Administration
Zug, Switzerland/(1)/ OBOAdler Limited; Sales and Administration
Karlstad, Sweden Bycosin AB; Manufacturing and Administration
Vernon, France Gamlen SA; Manufacturing and Administration
High Point, North Carolina, US ProChem Chemicals Inc.; Manufacturing and
Administration
/(1)/ Leased property
On January 1, 2002 the Octel Corp. headquarters relocated within Newark. Its new
address is 220 Continental Drive, Newark, DE 19713. The group's TEL
manufacturing site is at Ellesmere Port. Its TEL manufacturing capacity is
currently 30,000 metric tons (mt) per annum. Novoktan plant at Doberitz in
Germany had a capacity of 9,600 mt per annum but closed as expected in March,
2002 and is excluded from the list above. Actual annual operating levels are
under review as part of management's response to the decline in TEL markets.
There is also a chlorine plant (46,000 mt per annum) at Ellesmere Port, but
manufacture of the main product ceased at December 31, 2002.
The group's Specialty Chemicals manufacturing capacity at Ellesmere Port
comprises a detergent plant (3,500 mt per annum) and an EDDS plant (1,500 mt per
annum) for the manufacture of Octaquest(R).
Item 3 Legal Proceedings
There are no material pending legal or governmental proceedings involving the
Company, its subsidiaries or any of its properties. Furthermore, no director,
officer or affiliate of the Company or any associate of any director or officer
is involved, or has a material interest in, any proceedings which would have a
material adverse effect on the Company.
Item 103 of Regulation S-K requires disclosure of administrative or judicial
proceedings arising under any federal, state or local provisions dealing with
protection of the environment, if the monetary sanctions might exceed $100,000.
There are currently no such proceedings.
Item 4 Submission of Matters to a Vote of Security Holders
7
No matter was submitted to a vote of security holders during the quarter ended
December 31, 2002.
8
PART II
Item 5 Market for the Registrant's Common Equity and Related Stockholder
Matters
The Company's common stock is listed on the New York Stock Exchange (symbol-
OTL). As of February 28, 2003 there were approximately 1,927 registered holders
of the common stock.
Quarterly stock prices on page 46 of the Report are incorporated herein by
reference.
Following the announcement in August, 2002 of a semi-annual dividend of 5 cents
per share, the first such payment was made in September, 2002.
The borrowings entered into by the Company restrict the Company's ability to pay
dividends or buy back stock. Dividend payments and stock buy-backs may only be
made if the Company:
1) is in compliance with the borrowings agreements (including certain financial
covenants);
2) will be compliant following the proposed payments and buy-backs, and;
3) has provided the Company's bankers with appropriate notice of the proposed
payments and buy-backs.
The Company also has securities authorized for issuance under equity
compensation plans. The information contained in item 12 under the heading
"Shares authorized for issuance under equity compensation plans" is incorporated
herein by reference.
Item 6 Selected Financial Data
The Financial Highlights on page 2 of the Report and the Quarterly Summary on
page 46 of the Report are incorporated herein by reference.
The results of operations and financial condition of the group in 2001 include
the effects of seven acquisitions made during the year. Note 6 on the Financial
Statements is incorporated herein by reference.
Item 7 Management's Discussion and Analysis of Results of Operation and
Financial Condition
The discussion on pages 18 through 23 of the Report is incorporated herein by
reference.
Liquidity and financial condition
The Company's results for the year have historically been affected significantly
by non-cash costs such as depreciation and amortization. In reviewing cash flows
the Company has looked to EBITDA as a useful measure of the cash contribution
from operations. A reconciliation between net cash provided by operating
activities and EBITDA is set out in Exhibit 12.1.
The Company's principal credit facility comprises a term loan with a remaining
balance of $122 million and a revolving facility of $40 million of which $25
million had been drawn down at December 31, 2002. This credit facility contains
terms which, if breached, would result in the loan becoming repayable on demand.
It requires, among other matters, compliance with certain financial ratio
9
covenants, specifically an operating cash/net finance charge ratio, EBITDA/net
interest expense ratio and net debt/EBITDA ratio, on a rolling twelve month
basis calculated quarterly.
As reported in our September Form 10-Q, the Company was not in compliance with
the operating cash/net finance charge ratio covenant under the credit facility
as at September 30, 2002. However, the Company requested and received a waiver
of the covenant breach under which the lenders have waived their right to all
remedies resulting from this breach. The Company was in compliance with all
covenants as at December 31, 2002.
The Company has been concerned about the uncertainties in Venezuela, and on
their impact on the Company's ability to meet the covenant requirements of the
facility in the short term. The Company has taken the opportunity to review with
the bank syndicate the covenant requirements and scheduled repayments under the
facility. On March 27, 2003 the Company obtained agreement to a rescheduling of
debt repayments originally scheduled to take place during 2003 until later in
2003 and 2004, and to amendments to the parameters of some covenant ratios for
2003. The Company is confident that it will be in compliance with these revised
terms throughout 2003.
Note 12 on the Financial Statements is incorporated herein by reference. The
projected annual maturities in Note 12 did not anticipate the rescheduling of
loan repayments. The table, amended to reflect the new term loan profile, is set
out below:
(in millions) 2003 $ 26.8
2004 126.4
2005 1.7
2006 1.7
2007 1.7
Thereafter 0.9
----------
$159.2
==========
Critical Accounting Policies
Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses Octel's consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to environmental
remediation, impairment of goodwill and intangible assets, pension accounting,
restructuring costs and marketing agreements with Ethyl. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. Note 1 on
the Notes on the Financial Statements includes a summary of the significant
accounting policies and methods used in the preparation of the Financial
Statements.
"Critical Accounting Policies" on pages 20 and 21 of the Report is incorporated
herein by reference.
10
Contractual commitments
"Contractual Commitments" on page 22 of the Report, and Note 8 on the Notes to
the Financial Statements, are incorporated by reference.
Item 7a Quantitative and Qualitative Disclosure About Market Risk
Information relating to the Company's exposure to market risk on pages 21, 22
and 44 of the Report is incorporated herein by reference.
Item 8 Financial Statements and Supplementary Data
The consolidated financial statements, together with the report of
PricewaterhouseCoopers LLP dated February 10, 2003 and quarterly financial
information, which are on pages 18 through 46 of the Report, are incorporated
herein by reference. The Financial Highlights on page 2 of the Report are also
incorporated herein by reference.
Item 9 Changes In and Disagreement with Accountants on Accounting and
Financial Disclosures
PricewaterhouseCoopers have served as independent public accountants for fiscal
year 2002. On January 1, 2003 PricewaterhouseCoopers became the limited
liability partnership PricewaterhouseCoopers LLP.
11
PART III
Item 10 Directors and Executive Officers of the Registrant
Information under the heading "Management" set out in the proxy statement
relating to the 2003 Annual Meeting of Stockholders dated May 6, 2003 ("The
Proxy Statement") is incorporated herein by reference.
Item 11 Executive Compensation
The information under the heading "Executive Compensation and Other Information"
in The Proxy Statement is incorporated herein by reference.
Item 12 Security Ownership of Certain Beneficial Owners and Management
The information under the heading "Security Ownership of Certain Beneficial
Owners and Management" in The Proxy Statement is incorporated herein by
reference.
Shares Authorized for Issuance under Equity Compensation Plans
The following table provides information regarding compensation plans under
which equity securities of the Company are authorized for issuance as of
December 31, 2002.
- ----------------------------------------------------------------------------------------------------------------------------
Plan Category Number of Shares to be Weighted average Number of securities
issued upon exercise of exercise price of remaining available for
outstanding [options, outstanding [options, future issuance
warrants and rights] warrants and rights]
- ----------------------------------------------------------------------------------------------------------------------------
(a) (b) (c)
- ----------------------------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by security holders 1,477,723 $10.69 374,665
- ----------------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by security holders 0 0 0
- ----------------------------------------------------------------------------------------------------------------------------
Total 1,477,723 $10.69 374,665
- ----------------------------------------------------------------------------------------------------------------------------
Item 13 Certain Relationships and Related Transactions
The information under the heading " Compensation Committee Interlocks and
Insider Participation" in the Proxy Statement is incorporated herein by
reference.
12
PART IV
Item 14 Control Procedures
"Controls and Procedures" on pages 22 and 23 of the Report are
incorporated by reference.
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) Financial Statements
The Consolidated Financial Statements of Octel Corp. and its
subsidiaries and related notes thereto, together with the report
thereon of PricewaterhouseCoopers LLP dated February 10, 2003
appearing on pages 18 through 46 of the 2002 Annual Report to
Stockholders, are incorporated by reference in Item 8.
(2) Financial Statement Schedules
All financial statement schedules have been omitted since the
information required to be submitted has been included in the
financial statements or because they are either not applicable or
not required under the Rules of Regulations S-X.
(3) Exhibits
2.1 Transfer and Distribution Agreement, dated as of April 24,
1998, between Great Lakes Chemical Corporation ("GLCC") and the
Registrant. (3)
3.1 Amended and Restated Certificate of Incorporation of the
Registrant. (1)
3.2 Amended and Restated By-laws of the Registrant. (1)
4.1 Form of Common Stock Certificate. (2)
4.2 Form of Rights Agreement between the Registrant and First
Chicago Trust Company of New York, as Rights Agent. (2)
4.3 Form of Certificate of Designations, Rights and Preferences of
Series A Junior Participating Preferred Stock of the
Registrant. (2)
4.4 Indenture dated as of May 1, 1998 among the Registrant, Octel
Developments PLC and the IBJ Schroder Bank and Trust Company,
as trustee. (4)
4.5 Form of 10% Senior Notes (contained in Exhibit 4.4 as Exhibit
A). (4)
4.6 Registration Rights Agreement dated as of April 30, 1998 among
the Registrant, Octel Developments PLC and the initial
purchasers. (1)
4.7 Purchase Agreement dated as of April 30, 1998 among the Initial
Purchasers, Octel Developments PLC and the Registrant. (4)
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. (6).
7.2 $100,000,000 term loan agreement between Octel Corp., Octel
Associates, Barclays Capital, Barclays Bank plc and others,
dated June 3, 1999 (6).
13
7.3 US$250,000,000 Facilities Agreement dated 29 October, 2001
for Octel Corp. with Barclays Capital acting as mandated Lead
Arranger and Barclays Bank plc acting as Agent and Security
Agent.(11)
10.1 Tax Disaffiliation Agreement between GLCC and the Registrant.
(1)
10.2 Corporate Services Transition Agreement between GLCC and the
Registrant. (1)
10.3 Supply Agreement between GLCC and the Registrant for the
supply of ethylene dibromide. (1)
10.4 Supply Agreement between GLCC and the Registrant for the
Supply of anhydrous hydrogen bromide. (1)
10.5 Supply Agreement for the Supply of 10% sodium hydroxide
solution. (1)
10.6 Ethyl Corporation Market and Sales Agreement. (4)
10.7 Octel Corp. Non Employee Directors Stock Option Plan. (4)
10.8 Employment Agreement between Associated Octel Limited and
Steve W Williams, Geoff J Hignett, Graham M Leathes and
Robert A Lee. (1)
10.9 Employment Agreement between Associated Octel Limited and
Dennis J Kerrison. (1)
10.10 Agreement between GLCC and the Registrant for the Toll
Manufacturing of Stadis Product. (4)
10.11 Octel Corp. Time Restricted Stock Option Plan. (3)
10.12 Octel Corp. Performance Related Stock Option Plan. (3)
10.13 Associated Octel Savings-Related Stock Option Plan. (3)
10.14 Form of Octel Corp. Approved Company Share Option Plan. (8)
10.15 Form of Octel Corp. Profit Sharing Share Scheme. (8)
10.16 Employment Agreement between The Associated Octel Company
Limited and Alan G Jarvis. (9)
10.17 Employment offer letter from The Associated Octel Company
Limited to John P Tayler. (9)
10.18 Consultancy Agreement between Octel Corp. and Robert E Bew.
(9)
10.19 Employment offer letter from the The Associated Octel Company
Limited to Ian A Watling.(10)
10.20 Employment offer letter from The Associated Octel Company
Limited to Philip J Boon.(10)
10.21 Executive Services agreement, Richard Shone
10.22 Contract of Employment, Sharon Todd
10.23 Contract of Employment, Ian McRobbie
10.24 Contract of Employment, Paul Jennings
10.25 Contract of Employment, Alexander Dobbie
12.1 Statement Regarding Computation of Financial Ratios.
13.1 2002 Annual Report of Octel Corp.
13.2 Opinion of Ernst & Young LLP on 1997 Combined Financial
Statements. (9)
21.1 Subsidiaries of the Registrant.
24.1 Powers of Attorney of Directors and Officers of the
Registrant (4).
99.1 Consolidated Financial Statements of OBOAdler Company Limited
as of June 30, 1999 and for the year then ended (7).
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
Dennis Kerrison.
99.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
Paul Jennings.
14
Notes
(1) Incorporated by reference to the Company's amendment dated
April 21, 1998, to a previously filed Form 10-/A.
(2) Incorporated by reference to the Company's Form 10-/A
previously filed on April 10, 1998.
(3) Incorporated by reference to the Company's amendment dated
May 4, 1998 to a previously filed form 10-/A.
(4) Incorporated by reference to the Company's form S-4
previously filed on October 1, 1998.
(5) Filed with the Company's form 10Q on November 10, 1998.
(6) Filed with the Company's form 8-K on November 12, 1999.
(7) Filed with the Company's form 8-K/A on January 20, 2000.
(8) Filed with the Company's form 10-K on March 26, 1999.
(9) Filed with the Company's form 10-K on March 27, 2000.
(10) Filed with the Company's form 10-K on March 26, 2001
(11) Filed with the Company's form 10-K on March 25, 2002.
(b) Reports on Form 8-K
On August 13, 2002 the Company filed a Form 8-K regarding the adoption of a
semi-annual dividend policy.
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. By: /s/ Dennis J Kerrison
(Registrant) DENNIS J KERRISON
Date: President, Chief Executive
March 28, 2003 Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated:
March 28, 2003 /s/ Paul W Jennings
----------------------------------------
Paul W Jennings, Vice President and
Chief Financial Officer
March 28, 2003 /s/ Robert E Bew
----------------------------------------
Dr Robert E Bew, Chairman and Director
March 28, 2003 /s/ Dennis J Kerrison
----------------------------------------
Dennis J Kerrison, President, Chief
Executive Officer and Director
March 28, 2003 /s/ Martin M Hale
----------------------------------------
Martin M Hale, Director
March 28, 2003 /s/ Samuel A Haubold
----------------------------------------
Samuel A Haubold, Director
March 28, 2003 /s/ James Puckridge
----------------------------------------
James Puckridge, Director
March 28, 2003 /s/ Benito Fiore
----------------------------------------
Dr Benito Fiore, Director
March 28, 2003 /s/ Charles M Hale
----------------------------------------
Charles M Hale, Director
16
CERTIFICATION BY DENNIS J KERRISON PURSUANT TO
SECURITIES EXCHANGE ACT 1934 RULE 13a - 14 and 15d-14
I, Dennis J Kerrison, certify that:
1. I have reviewed this annual report on Form 10-K of Octel Corp.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 28, 2003
/s/ Dennis J Kerrison
- ----------------------------------------------
Dennis J Kerrison
President and Chief Executive Officer
17
CERTIFICATION BY PAUL W JENNINGS PURSUANT TO
SECURITIES EXCHANGE ACT 1934 RULE 13a - 14 and 15d-14
I, Paul W Jennings, certify that:
1. I have reviewed this annual report on Form 10-K of Octel Corp.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
d) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
e) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
f) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
c) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
d) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 28, 2003
/s/ Paul W Jennings
- --------------------------------------------
Paul W Jennings
Vice President and Chief Financial Officer
18