-----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, Juvy7HbbYSDGgnaOJEwHOBab6MdCRHJpSZsToRgwOyKpvMF7EHouO6X/GgZvK+ys kW3f1F3qnfKBN1TvIseKHQ== 0000950152-07-001362.txt : 20070222 0000950152-07-001362.hdr.sgml : 20070222 20070222093427 ACCESSION NUMBER: 0000950152-07-001362 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070219 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: 20070222 DATE AS OF CHANGE: 20070222 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: 07640636 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 l24857ae8vk.htm THE LUBRIZOL CORPORATION 8-K The Lubrizol Corporation 8-K
 

 
 
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 19, 2007
THE LUBRIZOL CORPORATION
 
(Exact name of registrant as specified in its charter)
         
Ohio   1-5263   34-0367600
 
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
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))
 
 

 


 

     
Item 5.02
  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(b) On February 19, 2007, Daniel E. Somers retired from the Board of Directors of The Lubrizol Corporation. A copy of the press release announcing Mr. Somers’ retirement is attached hereto as Exhibit 99.1.
     Peggy Gordon Miller will retire from the Board of Directors of The Lubrizol Corporation effective April 23, 2007 pursuant to the director retirement age contained in the company’s governance guidelines. A copy of the press release announcing Dr. Miller’s retirement is attached hereto as Exhibit 99.1.
(d) On February 19, 2007, the Board of Directors of The Lubrizol Corporation appointed James E. Sweetnam to serve on the Board of Directors, effective February 19, 2007. In addition, Mr. Sweetnam was appointed to the Organization and Compensation Committee and the Retirement and Savings Plans Investment Committee. There is no arrangement pursuant to which Mr. Sweetnam was selected as a director, and there are no related party transactions between The Lubrizol Corporation and Mr. Sweetnam that are reportable under Item 404(a) of Regulation S-K. A copy of the press release announcing Mr. Sweetnam’s appointment is attached hereto as Exhibit 99.1.
     On February 19, 2007, the Board of Directors of The Lubrizol Corporation appointed Harriett Tee Taggart to serve on the Board of Directors, effective February 19, 2007. In addition, Dr. Taggart was appointed to the Organization and Compensation Committee and the Audit Committee. There is no arrangement pursuant to which Dr. Taggart was selected as a director, and there are no related party transactions between The Lubrizol Corporation and Dr. Taggart that are reportable under Item 404(a) of Regulation S-K. A copy of the press release announcing Dr. Taggart’s appointment is attached hereto as Exhibit 99.1.
     On February 19, 2007, William P. Madar was appointed as Chair of the Audit Committee of the Board of Directors and Dominic J. Pileggi was appointed as Chair of the Organization and Compensation Committee of the Board of Directors and Lead Director.
     
Item 9.01
  Financial Statements and Exhibits
               (c)  Exhibits. The following exhibit is furnished herewith:
     
99.1
  Press release dated February 19, 2007

 


 

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, 2007
   
 
  By: /s/ Leslie M. Reynolds
 
   
 
  Name: Leslie M. Reynolds
Title: Corporate Secretary and Counsel

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EX-99.1 2 l24857aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
The Lubrizol Corporation
29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298
News Release
         
FOR RELEASE:
  Immediately    
 
       
FROM:
  Financial/Investor Contact
Joanne Wanstreet
440/347-1252
Web Site: www.lubrizol.com
  Media Contact
David L. Cowen
440/347-5333
Lubrizol Announces Director and Officer Changes
Harriett Tee Taggart and James E. Sweetnam Join Board
CLEVELAND, OH, February 19, 2007 — The Lubrizol Corporation (NYSE: LZ) announced the following director and officer changes at today’s Organization meeting of the board of directors.
Directors
The board elected Harriett Tee Taggart and James E. Sweetnam as directors. The company also announced that Peggy Gordon Miller and Daniel E. Somers are retiring as members of the board of directors.
Harriett Tee Taggart, Ph.D., age 58, serves as a member of the board of directors of Albemarle Corporation, as a trustee of Reed College and as a member of the Dean’s Advisory Leadership Council at Harvard University’s School of Government. At the end of 2006, she retired as a partner from Wellington Management LLP, where most recently she held positions as senior vice president and global investment manager. In those positions, Dr. Taggart was responsible for global investments of several billion dollars in publicly traded specialty and basic chemical companies in industrialized and emerging markets. Prior to more than 20 years at Wellington, Dr. Taggart held a variety of public sector legislative and regulatory management positions. Her education includes a Ph.D. in planning and capital markets from Massachusetts Institute of Technology, an M.A. in planning from Harvard University, and a B.A. from Smith College.
James L. Hambrick, Chairman, President and Chief Executive Officer of Lubrizol, said, “Dr. Taggart brings to our board 35 years of global investment and related financial experience coupled with broad understanding of the chemical industry. This background will be invaluable to us as we grow globally and as we investigate acquisitions to enhance our growth as a premier specialty chemical company.”
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James E. Sweetnam, age 54, is senior vice president and president — Truck Group of Eaton Corporation, a $12.4 billion global diversified industrial manufacturer, where he manages the company’s $2.5 billion truck business. As senior vice president, he also has responsibility for the company’s Latin American and Caribbean operations and for corporate environment, health and safety. Since joining Eaton in 1997, he has held a variety of executive management positions, leading the heavy-duty transmissions, clutch and aftermarket businesses in the Truck Group. Previously, he held executive positions managing the turbochargers, electronics and drivetrains businesses of Cummins Engine Company. Mr. Sweetnam is a trustee of ideastream, a public broadcasting service, multiple media organization. His education includes an M.B.A. from Harvard University and a B.S. in applied science and engineering from the U.S. Military Academy at West Point.
Hambrick said, “Jim Sweetnam’s extensive global, industrial and technology management experience, as well as his many years managing in an original equipment manufacturing and operating environment will be invaluable to us and provide us a much-needed perspective.”
Peggy Gordon Miller, age 69, will retire from the board effective April 23, 2007, when she reaches the mandatory retirement age in the company’s governance guidelines. Dr. Miller, who has been a director since 1993, recently retired as president of South Dakota State University.
Daniel E. Somers, age 59, has retired as a director and is relocating to Florida. Mr. Somers has been a director since 1999. He is vice chairman of Blalock & Partners LP.
“Peggy has been a long-term and valuable member of the board. Dan participated during the most significant growth of the company, when we acquired Noveon International. We shall miss the wisdom both of them brought to the board, and I want to thank them for their professional and personal support” said Hambrick.
Officers
Gregory D. Taylor, age 48, was elected vice president responsible for corporate planning, development and communications. In addition, he was named a member of the company’s executive council. Mr. Taylor has been a Lubrizol employee for 26 years, during which he has held diverse assignments of increasing responsibility in accounting, finance, venture capital, business development, corporate planning and investor relations. Most recently, Mr. Taylor headed corporate planning, where he was instrumental in developing and implementing the company’s growth plans. He has a B.A. in accounting and finance from Lake Erie College.
Joanne Wanstreet, age 55, vice president, will retire effective April 23, 2007. Ms. Wanstreet joined Lubrizol in 1987 in the company’s internal venture capital group. She held positions in business development, new-ventures marketing, research management, finance and investor relations. Ms. Wanstreet was elected an officer in 2002 and since then has served as vice president of global communications and investor relations and as a member of Lubrizol’s executive council.
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
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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 and performance coatings in the form of specialty resins and additives. Lubrizol’s industry-leading technologies in additives, ingredients and compounds enhance the quality, performance and value of customers’ products, while reducing their environmental impact.
With headquarters in Wickliffe, Ohio, The Lubrizol Corporation, a Fortune 500 company, owns and operates manufacturing facilities in 20 countries, as well as sales and technical offices around the world. Founded in 1928, Lubrizol has approximately 6,700 employees worldwide. Revenues for 2006 were $4.0 billion. For more information, visit www.lubrizol.com.
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