-----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, F8rKb6/U5bQBJ70S9DokD+kCHUpxigiCrJL3U1qjjcOKM6V1nb0Cc/EJUo0pGn4T xTVxkv0fjzLi0wM7aURKJA== 0000916641-98-001173.txt : 19981106 0000916641-98-001173.hdr.sgml : 19981106 ACCESSION NUMBER: 0000916641-98-001173 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981105 GROUP MEMBERS: BRUCE C. GOTTWALD GROUP MEMBERS: FLOYD D. GOTTWALD, JR. GROUP MEMBERS: GOTTWALD FLOYD D JR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALBEMARLE CORP CENTRAL INDEX KEY: 0000915913 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 541692118 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44053 FILM NUMBER: 98738716 BUSINESS ADDRESS: STREET 1: 451 FLORIDA STREET STREET 2: P O BOX 1335 CITY: BATON ROUGE STATE: LA ZIP: 70801 BUSINESS PHONE: 504-388-74 MAIL ADDRESS: STREET 1: 451 FLORIDA STREET CITY: BATON ROUGE STATE: LA ZIP: 70801 FORMER COMPANY: FORMER CONFORMED NAME: ECHEM INC DATE OF NAME CHANGE: 19931208 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 13D/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 13D/A 1 AMENDMENT NO. 6 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 AMENDMENT NO. 6 to SCHEDULE 13D Under the Securities Exchange Act of 1934 ALBEMARLE CORPORATION (Name of Issuer) COMMON STOCK (Title of class of securities) 012653 10 1 (CUSIP NUMBER) Floyd D. Gottwald, Jr. Bruce C. Gottwald 330 South Fourth Street Richmond, Virginia 23219 Telephone No. 804-788-5401 (Name, address and telephone number of person authorized to receive notices and communications) Copy to: Allen C. Goolsby Hunton & Williams 951 East Byrd Street Richmond, Virginia 23219 September 30, 1998 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check The following box if a fee is being paid with this statement [ ]. CUSIP NO. 012653 10 1 1 NAME 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 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 953,141 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 5,964,061 EACH 9 SOLE DISPOSITIVE POWER REPORTING 953,141 10 SHARED DISPOSITIVE POWER PERSON WITH 5,964,061 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,917,202 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 181,377 shares held by foundation; 2,209,669 shares owned by adult sons 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.17% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT* CUSIP NO. 012653 10 1 13D 1 NAME 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 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 3,218,349 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,441,475 EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,218,349 10 SHARED DISPOSITIVE POWER PERSON WITH 3,441,475 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,659,824 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 181,377 shares held by foundation; 2,306,007 shares owned by adult sons 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.72% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT* * Amendment No. 6 amends and supplements Amendment Nos. 1, 2, 3, 4 and 5 to the statement on Schedule 13D filed on March 10, 1994, by Floyd D. Gottwald, Jr. and Bruce C. Gottwald with respect to shares of Common Stock (the "Common Stock") of Albemarle Corporation (the "Issuer"). The purpose for the filing of this Amendment No. 6 is to file the attached Confirming Statement of Floyd D. Gottwald, Jr. Item 1. Security and Issuer. This statement relates to the Common Stock of the Issuer, a Virginia corporation having its principal executive offices at 330 South Fourth Street, Richmond, Virginia 23219. Item 3. Source and Amount of Funds or Other Consideration. Since the filing of Amendment No. 5, Floyd D. Gottwald, Jr. and Bruce C. Gottwald have not purchased additional shares of Common Stock. Item 5. Interest in Securities of the Issuer. (a) 18,274,080 shares of Common Stock of the Issuer are owned beneficially by Floyd D. Gottwald, Jr. and Bruce C. Gottwald, constituting 38.83% of such shares outstanding.1/ (b) Number of shares as to which such persons have: (i) sole power to vote or to direct the vote - 4,352,867 2/ (ii) shared power to vote or to direct the vote - 13,921,213 3/ (iii) sole power to dispose of or to direct the disposition of - 4,352,867 2/ (iv) shared power to dispose of or to direct the disposition of - 13,921,213 3/ 1/ 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 181,377 shares described in Items 5(b)(i) and (iii) or the 13,921,213 shares described in Items 5(b)(ii) and (iv). 2/ This amount includes 181,377 shares owned by a charitable foundation for which the Gottwalds serve as the sole directors. Floyd D. Gottwald, Jr. and Bruce C. Gottwald disclaim any beneficial interest in any shares held in the foundation. 3/ Includes 2,209,669 shares owned by the adult sons of Floyd D. Gottwald, Jr. and 2,306,007 shares owned by the adult sons of Bruce C. Gottwald who do not reside in their father's home. It does not include shares held by Merrill Lynch, Pierce, Fenner & Smith Incorporated as Trustee under the savings plans of Ethyl Corporation and the Issuer for their employees for the benefit of employees other than the Gottwalds. Shares held by the Trustee under these plans for the benefit of the Gottwalds are included in Items (5)(b)(i)-(iv) above. Shares held under the savings plans 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 shareholders. Because the Gottwalds are executive officers, directors and the largest shareholders of Ethyl Corporation and of the Issuer, they may be deemed to be control persons of Ethyl Corporation and of the Issuer. (c) From July 28, 1998 to July 31, 1998, Floyd D. Gottwald, Jr. purchased 143,100 shares of Common Stock of the Issuer on the open market as follows: Date Number of Shares Per Share Price ---- ---------------- --------------- 07/28/98 81,600 $20.25 07/31/98 61,500 $19.68 Various members of the Gottwald families have acquired additional minor amounts of Common Stock pursuant to the employee savings plans of Ethyl Corporation and the Issuer. There have been no other transactions in the past 60 days. (d) 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 13,921,213 shares described in Items 5(b)(ii) and (iv). However, none of such persons' individual interest relates to more than 5 percent of the class of securities for which this Schedule is filed. Item 7. Material to be Filed as Exhibits. 1. Agreement between Floyd D. Gottwald, Jr. and Bruce C. Gottwald with respect to the filing of this Amendment No. 6 to Schedule 13D. 2. Confirming Statement of Floyd D. Gottwald, Jr. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. November 4, 1998 /s/ J. Judson Williams, II ----------------------------------- J. Judson Williams II, Esq. Power of Attorney for Floyd D. Gottwald, Jr. /s/ Bruce C. Gottwald ---------------------------------- Bruce C. Gottwald EXHIBIT INDEX Exhibit 1 Agreement between Floyd D. Gottwald, Jr. and Bruce C. Gottwald with respect to the filing of this Amendment No. 6 to Schedule 13D. Exhibit 2 Confirming Statement of Floyd D. Gottwald, Jr. EX-99.1 2 EXHIBIT 99.1 Exhibit 1 We, the undersigned, hereby express our agreement that the attached Amendment No. 6 to Schedule 13D is filed on behalf of each of the undersigned. November 4, 1998 /s/ J. Judson Williams, II -------------------------------- J. Judson Williams II, Esq. Power of Attorney for Floyd D. Gottwald, Jr. /s/ Bruce C. Gottwald ---------------------------------- Bruce C. Gottwald EX-99.2 3 EXHIBIT 99.2 Exhibit 2 CONFIRMING STATEMENT This Statement confirms that the undersigned, Floyd D. Gottwald, Jr., has authorized and designated J. Judson Williams II to execute and file on the undersigned's behalf all Schedules 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Albemarle Corporation. The authority of J. Judson Williams II under this Statement shall continue until the undersigned is no longer required to file Schedules 13D (or any amendments thereto) with regard to the undersigned's ownership of or transactions in securities of Albemarle Corporation, unless earlier revoked in writing. The undersigned acknowledges that J. Judson Williams II is not assuming any of the undersigned's responsibilities to comply with Section 13 of the Securities Exchange Act of 1934. Date: November 4, 1998 /s/ Floyd D. Gottwald, Jr. --------------------------- Floyd D. Gottwald, Jr. -----END PRIVACY-ENHANCED MESSAGE-----