-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DY/xML0B5yF6lHdp5pbrz0Krd9OlXd+/inBcZ74/s13MYWDdWk7nWO8mKWKesykb Gl0milx2W69ZGq9ZEzVESA== 0000916641-98-000126.txt : 19980218 0000916641-98-000126.hdr.sgml : 19980218 ACCESSION NUMBER: 0000916641-98-000126 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980213 SROS: NYSE GROUP MEMBERS: BRUCE C. GOTTWALD GROUP MEMBERS: FLOYD D. GOTTWALD, JR. GROUP MEMBERS: GOTTWALD FLOYD D JR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ETHYL CORP CENTRAL INDEX KEY: 0000033656 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 540118820 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-10783 FILM NUMBER: 98539697 BUSINESS ADDRESS: STREET 1: 330 S FOURTH ST STREET 2: P O BOX 2189 CITY: RICHMOND STATE: VA ZIP: 23217 BUSINESS PHONE: 8047885000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTTWALD FLOYD D JR CENTRAL INDEX KEY: 0000919560 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 330 SOUTH FOURTH STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047885000 MAIL ADDRESS: STREET 1: 330 SOUTH FOURTH STREET CITY: RICHMOND STATE: VA ZIP: 23219 SC 13G/A 1 SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 19) ETHYL CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 297659-10-4 (CUSIP Number) Check the following box if a fee is being paid with this statement: - ------------------------------------------------------------------------------- 1) Names of Reporting Persons: S.S. or I.R.S. Identification Nos. of Above Persons: Floyd D. Gottwald, Jr. - ###-##-#### 2) Check the appropriate Box if a Member of a Group (a) (b) X 3) SEC Use Only 4) Citizenship or Place of Organization U.S. Number of Shares (5) Sole Voting Power 4,815,519 Beneficially Owned (6) Shared Voting Power 1,402,856 by Each Report- (7) Sole Dispositive Power 4,815,519 Person With: (8) Shared Dispositive Power 1,402,856 9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,218,375 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares: 316,755 shares held by foundation, 4,293,526 shares held by adult sons 11) Percent of Class Represented by Amount in Row (9) 7.45% 12) Type of Reporting Person IN -1- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 19) ETHYL CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 297659-10-4 (CUSIP Number) Check the following box if a fee is being paid with this statement: 1) Names of Reporting Persons: S.S. or I.R.S. Identification Nos. of Above Persons: Bruce C. Gottwald - ###-##-#### 2) Check the appropriate Box if a Member of a Group (a) (b) X 3) SEC Use Only 4) Citizenship or Place of Organization U.S. Number of Shares (5) Sole Voting Power 4,823,944 Beneficially Owned (6) Shared Voting Power 619,531 by Each Report- (7) Sole Dispositive Power 4,823,944 Person With: (8) Shared Dispositive Power 619,531 9) Aggregate Amount Beneficially Owned by Each Reporting Person 5,443,475 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares: 316,755 shares held by foundation, 4,737,336 shares held by adult sons 11) Percent of Class Represented by Amount in Row (9) 6.52% 12) Type of Reporting Person IN -2- Item 1(a) Name of Issuer: ETHYL CORPORATION Item 1(b) Address of Issuer's Principal Executive Offices: 330 South Fourth Street, Richmond, Virginia 23219 Item 2(a) Name of Persons Filing: Floyd D. Gottwald, Jr. and Bruce C. Gottwald Item 2(b) Address of Principal Business Office or, if None, Residence: 330 South Fourth Street, Richmond, Virginia 23219 Item 2(c) Citizenship: U.S. Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 297659-10-4 Item 3 If these statements are filed pursuant to Rules 13-1(b) or 13d-2(b): Not applicable Item 4 Ownership (a) Amount Beneficially Owned*: 11,978,605 shares (b) Percent of Class: 14.35% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote - 9,956,218 (1) (ii) shared power to vote or to direct the vote - 2,022,387 (2) (iii) sole power to dispose of or to direct the disposition of - 9,956,218 (1) (iv) shared power to dispose of or to direct the disposition of - 2,022,387 (2)
* This amount does not include an aggregate of 4,293,526 shares beneficially owned by the adult sons of Floyd D. Gottwald, Jr. and an aggregate of 4,737,336 shares beneficially owned by the adult sons of Bruce C. Gottwald. -3- Floyd D. Gottwald, Jr., Bruce C. Gottwald and their adult sons own an aggregate of 21,326,222 shares, which constitute 25.53% of the outstanding shares. Floyd D. Gottwald, Jr., Bruce C. Gottwald and their adult sons have no agreement with respect to the acquisition, retention, disposition or voting of Ethyl Common Stock. The filing of this statement shall not be construed as an admission that for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, Floyd D. Gottwald, Jr. or Bruce C. Gottwald are the beneficial owners of 316,755 shares described in Items 4(c)(i) and (iii) or the shares described in Items 4(c)(ii) and (iv). See Item 6 below. (1) This amount includes 316,755 shares owned by a charitable foundation for which members of the Gottwald family serve as the sole directors. Floyd D. Gottwald, Jr. and Bruce C. Gottwald disclaim any beneficial interest in any shares held in the foundation. (2) This amount does not include shares owned of record by NationsBank of Virginia, N.A., Richmond, Virginia, as Trustee under Ethyl Corporation's savings plan for its employees that are held for the benefit of employees other than Floyd D. Gottwald, Jr. and Bruce C. Gottwald. Shares held by the Trustee under this plan for the benefit of Floyd D. Gottwald, Jr. and Bruce C. Gottwald are included in Items (4)(c)(i) and (iii) above. Shares held under the savings plan are voted by the Trustee in accordance with instructions solicited from employees participating in the plans. If a participating employee does not give the Trustee voting instructions, his shares are voted by the Trustee in accordance with management's recommendations to the stockholders. Because Bruce C. Gottwald is an executive officer and director of Ethyl Corporation and members of the Gottwald family are the largest stockholders of Ethyl Corporation, they may be deemed to be control persons of Ethyl Corporation and to have the capacity to control any such recommendation of management. Item 5 Ownership of Five Percent or Less of a Class: Not applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person: -4- Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, all 2,022,387 of the shares described in Items 4(c)(ii) and (iv). However, none of such persons' individual interest relates to more than 5 percent of the class of securities for which this Form is filed. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable Item 8 Identification and Classification of Members of the Group: Floyd D. Gottwald, Jr. and Bruce C. Gottwald are brothers. This form is being filed on behalf of Floyd D. Gottwald, Jr. and Bruce C. Gottwald because they could be deemed to be a group for purposes of Rule 13d-1(c) and this form even though there is no agreement among them with respect to the acquisition, retention, disposition or voting of Ethyl Common Stock. Item 9 Notice of Dissolution of Group: Not Applicable Item 10 Certification: Not Applicable Signature After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 12, 1998 /s/ Floyd D. Gottwald, Jr. ----------------------------- Floyd D. Gottwald, Jr. /s/ Bruce C. Gottwald ----------------------------- Bruce C. Gottwald -5- -----END PRIVACY-ENHANCED MESSAGE-----