-----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, JOVMPxS4J69/pZI/+aMsiEasfidyVC7VM/kyAl4GMKn51t8IFGBiMyGRZePCTglu YMRzjthwnlSVI0FK/7hz4A== 0000950152-05-001383.txt : 20050222 0000950152-05-001383.hdr.sgml : 20050221 20050222102104 ACCESSION NUMBER: 0000950152-05-001383 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050221 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050222 DATE AS OF CHANGE: 20050222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBRIZOL CORP CENTRAL INDEX KEY: 0000060751 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 340367600 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05263 FILM NUMBER: 05629640 BUSINESS ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 BUSINESS PHONE: 2169434200 MAIL ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 8-K 1 l12294ae8vk.htm THE LUBRIZOL CORPORATION 8-K THE LUBRIZOL CORPORATION 8-K
Table of Contents

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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) February 21, 2005

THE LUBRIZOL CORPORATION


(Exact name of registrant as specified in its charter)
         
Ohio   1-5263   34-0367600
 
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
         
29400 Lakeland Boulevard, Wickliffe, Ohio
  44092-2298
     
(Address of principal executive offices)
  (Zip Code)

Registrant’s telephone number, including area code: (440) 943-4200

Not Applicable


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


TABLE OF CONTENTS

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-99.1 PRESS RELEASE


Table of Contents

     
Item 5.02
  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
 
   
  (d) On February 21, 2005, the Board of Directors of The Lubrizol Corporation appointed Dominic J. Pileggi to serve on the Board of Directors, effective February 21, 2005. In addition, Mr. Pileggi was appointed to the Organization and Compensation Committee and the Audit Committee. There is no arrangement pursuant to which Mr. Pileggi was selected as a director, and there are no related party transactions between The Lubrizol Corporation and Mr. Pileggi that are reportable under Item 404(a) of Regulation S-K. A copy of the press release announcing Mr. Pileggi’s appointment is attached hereto as Exhibit 99.1.
     
Item 9.01
  Financial Statements and Exhibits
 
   
  (c) Exhibits. The following exhibit is furnished herewith:

  99.1   Press release dated February 21, 2005

 


Table of Contents

SIGNATURES

     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 hereunto duly authorized.

     
  THE LUBRIZOL CORPORATION
Date February 22, 2005
   
  By: /s/ Leslie M. Reynolds
  Name: Leslie M. Reynolds
  Title: Corporate Secretary and Counsel

3

EX-99.1 2 l12294aexv99w1.txt EX-99.1 PRESS RELEASE Exhibit 99.1 THE LUBRIZOL CORPORATION 29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298 News Release FOR RELEASE: Immediately FROM: FINANCIAL/INVESTOR CONTACT MEDIA CONTACT Joanne Wanstreet James S. Baldwin 440/347-1252 440/347-1838 WEB SITE: HTTP://WWW.LUBRIZOL.COM DOMINIC J. PILEGGI APPOINTED TO LUBRIZOL BOARD CLEVELAND, Ohio, February 21, 2005 - The Lubrizol Corporation (NYSE: LZ) announced at today's meeting of the Board of Directors that Dominic J. Pileggi was appointed to fill a vacancy on the Board. Mr. Pileggi is President and Chief Executive Officer of the Thomas & Betts Corporation, (NYSE: TNB) a $1.5 billion leading designer and manufacturer of electrical connectors and components used in industrial, commercial, communications and utility markets. The company is also a leading producer of commercial heating units and highly engineered steel structures used, among other things, for utility transmission. Headquartered in Memphis, Tennessee, Thomas & Betts has manufacturing, distribution and office facilities worldwide. Mr. Pileggi began his career at Thomas & Betts in 1979 as a sales representative and progressed steadily through a variety of management positions until being named president of the company's largest business, Electrical Products, in 1994. Mr. Pileggi briefly left Thomas & Betts from 1995 to 2000, during which time he held senior executive positions at Casco Plastic, Inc., Jordan Telecommunications and Viasystems Group. Mr. Pileggi returned to Thomas & Betts in October 2000 as President, Electrical Products, to help lead the company's turnaround and was named President and Chief Operating Officer with responsibility for the strategic and operational leadership of the company in 2003. In January 2004, he was named Chief Executive Officer and elected to serve on the company's Board of Directors. Mr. Pileggi holds an economics degree from Rutgers University. James L. Hambrick, Chairman, President and Chief Executive Officer of Lubrizol, commented, "Dominic Pileggi brings a breadth of experience in sales, marketing and -more- 4 international management to the Lubrizol board. In addition, his perspective as an active CEO driving growth in an established industrial company will be particularly relevant at this stage in Lubrizol's transformation. The Board and I are looking forward to working with Dominic as we continue the transformation of Lubrizol to a higher growth, premier specialty chemical company." The Lubrizol Corporation (NYSE: LZ) is an innovative specialty chemical company that produces and supplies technologies that improve the quality and performance of our customers' products in the global transportation, industrial and consumer markets. These technologies include lubricant additives for engine oils, other transportation-related fluids and industrial lubricants, as well as fuel additives for gasoline and diesel fuel. In addition, Lubrizol makes ingredients and additives for personal care products and pharmaceuticals; specialty materials, including plastics technology; performance coatings in the form of specialty resins and additives; and additives for the food and beverage industry. Lubrizol's industry-leading positions in additives, ingredients and compounds enhance the quality, performance and value of customers' products, while reducing their environmental impact. Headquartered in Wickliffe, Ohio, The Lubrizol Corporation owns and operates manufacturing facilities in 21 countries, as well as sales and technical offices around the world. Founded in 1928, Lubrizol has more than 7,700 employees worldwide. In June 2004, Lubrizol acquired Noveon International, Inc. With Noveon, Lubrizol generated pro forma revenues of $3.7 billion in 2004 and $3.2 billion in 2003. For more information, visit www.lubrizol.com. ### 5
-----END PRIVACY-ENHANCED MESSAGE-----