-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, iGqLEwr5hgTgws4yGdJgugHjjIDavuCaae9BbvvOOdLkf+iKo6EJUdDoNt7OggI/ EUWruBfd8JV+XiyQbp6Gpw== 0000950152-95-001557.txt : 19950721 0000950152-95-001557.hdr.sgml : 19950721 ACCESSION NUMBER: 0000950152-95-001557 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950719 EFFECTIVENESS DATE: 19950719 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBRIZOL CORP CENTRAL INDEX KEY: 0000060751 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 340367600 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-61091 FILM NUMBER: 95554823 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 S-8 POS 1 LUBRIZOL S-8 POS 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1995 REGISTRATION NO. 033-61091 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ THE LUBRIZOL CORPORATION (Exact Name of Registrant as specified in its Charter) OHIO 34-0367600 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 29400 LAKELAND BOULEVARD WICKLIFFE, OHIO 44092-2298 (Address of Principal Executive Offices) (Zip Code) ____________________ THE LUBRIZOL CORPORATION EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN (Full Title of the Plan) _____________________ LESLIE M. REYNOLDS, ESQ. THE LUBRIZOL CORPORATION 29400 LAKELAND BOULEVARD WICKLIFFE, OHIO 44092-2298 (Name and Address of Agent for Service) Telephone Number, Including Area Code, of Agent for Service: (216) 943-4200 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits - ----------------- (4)(a) Article Fourth of Amended Articles of Incorporation of The Lubrizol Corporation, as amended October 28, 1991. (Reference is made to Exhibits (3)(a) and (4)(a) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, which Exhibits are incorporated herein by reference.) (4)(b) Rights Agreement between The Lubrizol Corporation and National City Bank dated October 6, 1987. (Reference is made to Exhibit (4)(c) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, which Exhibit is incorporated herein by reference.) (4)(c) Amendment to Rights Agreement dated October 6, 1987, between The Lubrizol Corporation and National City Bank, effective October 24, 1988. (Reference is made to Exhibit (4)(d) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, which Exhibit is incorporated herein by reference.) (4)(d) Special Rights Agreement between The Lubrizol Corporation and National City Bank dated October 31, 1988. (Reference is made to Exhibit (4)(e) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, which Exhibit is incorporated herein by reference.) (4)(e) Amendment No. 2 to Rights Agreement dated October 6, 1987, as amended, between The Lubrizol Corporation and National City Bank, effective October 28, 1991. (Reference is made to Exhibit (4)(f) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, which Exhibit is incorporated herein by reference.) (4)(f) Amendment No. 1 to Special Rights Agreement dated October 31, 1988, between The Lubrizol Corporation and National City Bank, effective October 28, 1991. (Reference is made to Exhibit (4)(g) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, which Exhibit is incorporated herein by reference.) (5)(a) No opinion of counsel as to the legality of the securities being registered is filed herewith since such securities are not expected to be original issuance securities. - 2 - 3 *(5)(b) Determination Letter dated June 19, 1995 of the Internal Revenue Service regarding the qualification under Section 401 of the Internal Revenue Code of The Lubrizol Corporation Employees' Profit Sharing and Savings Plan. *(23)(a) Consent of Deloitte & Touche LLP. (24) Powers of attorney. - ------------------- * Previously filed - 3 - 4 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wickliffe, State of Ohio, on July 19, 1995. THE LUBRIZOL CORPORATION By: /s/ R. A. Andreas ----------------------------------------- R. A. Andreas, Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this amendment to registration statement has been signed by the following persons in the capacities indicated on July 19, 1995.
Signature Title --------- ----- *L. E. Coleman Chairman of the Board, - --------------------------------------------- Chief Executive Officer L. E. Coleman and Director (Principal Executive Officer) *R. A. Andreas Vice President and Chief - --------------------------------------------- Financial Officer (Principal R. A. Andreas Financial Officer) *G. L. Lieb Controller, Accounting and - --------------------------------------------- Financial Reporting G. L. Lieb (Principal Accounting Officer) *W. G. Bares President, Chief Operating - --------------------------------------------- Officer and Director W. G. Bares *Edward F. Bell Director - --------------------------------------------- Edward F. Bell *Peggy Gordon Elliott Director - --------------------------------------------- Peggy Gordon Elliott
- 4 - 5
Signature Title --------- ----- *Gordon D. Harnett Director - --------------------------------------------------- Gordon D. Harnett *David H. Hoag Director - --------------------------------------------------- David H. Hoag *Thomas C. MacAvoy Director - --------------------------------------------------- Thomas C. MacAvoy *William P. Madar Director - --------------------------------------------------- William P. Madar *Richard D. Miller Director - --------------------------------------------------- Richard D. Miller *Ronald A. Mitsch Director - --------------------------------------------------- Ronald A. Mitsch *Renold D. Thompson Director - --------------------------------------------------- Renold D. Thompson *Karl E. Ware Director - --------------------------------------------------- Karl E. Ware *By: /s/ L. M. Reynolds ------------------------------------------ L. M. Reynolds, Attorney-in Fact
- 5 - 6 THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the plan has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wickliffe, State of Ohio, on July 19, 1995. THE LUBRIZOL CORPORATION EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN By: Employee Benefits Administrative Committee, Plan Administrator By: /s/ R. A. Andreas ---------------------------------- R. A. Andreas - 6 - 7 EXHIBIT INDEX -------------
Exhibit Number Exhibit - ------- ------- (4)(a) Article Fourth of Amended Articles of Incorporation of The Lubrizol Corporation, as amended October 28, 1991. (Reference is made to Exhibits (3)(a) and (4)(a) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, which Exhibits are incorporated herein by reference.) (4)(b) Rights Agreement between The Lubrizol Corporation and National City Bank dated October 6, 1987. (Reference is made to Exhibit (4)(c) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, which Exhibit is incorporated herein by reference.) (4)(c) Amendment to Rights Agreement dated October 6, 1987, between The Lubrizol Corporation and National City Bank, effective October 24, 1988. (Reference is made to Exhibit (4)(d) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, which Exhibit is incorporated herein by reference.) (4)(d) Special Rights Agreement between The Lubrizol Corporation and National City Bank dated October 31, 1988. (Reference is made to Exhibit (4)(3) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, which Exhibit is incorporated herein by reference.) (4)(e) Amendment No. 2 to Rights Agreement dated October 6, 1987, as amended, between The Lubrizol Corporation and National City Bank, effective October 28, 1991. (Reference is made to Exhibit (4)(f) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, which Exhibit is incorporated herein by reference.) (4)(f) Amendment No. 1 to Special Rights Agreement dated October 31, 1988, between The Lubrizol Corporation and National City Bank, effective October 28, 1992. (Reference is made to Exhibit (4)(g) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, which Exhibit is incorporated herein by reference.) (5)(a) No opinion of counsel as to the legality of the securities being registered is filed herewith since such securities are not expected to be original issuance securities.
8 *(5)(b) Determination Letter dated June 19, 1995 of the Internal Revenue Service regarding the qualification under Section 401 of the Internal Revenue Code of The Lubrizol Corporation Employees' Profit Sharing and Savings Plan. *(23)(a) Consent of Deloitte & Touche LLP. (24) Powers of attorney. - -------------------- *Previously filed EX-24 2 LUBRIZOL S-8 POS 1 Exhibit (24) THE LUBRIZOL CORPORATION Power of Attorney of Directors and Officers ------------------------------------------- The undersigned, a director or officer of The Lubrizol Corporation, an Ohio corporation, (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933, as amended, a post-effective amendment to the Company's Registration Statement on Form S-8 (Registration No. 33-2842) relating to The Lubrizol Corporation Employees' Profit Sharing and Savings Plan (together with any and all subsequent post-effective amendments, the "Registration Statement") for the purpose of registering additional Common Shares without par value of the Company, to be offered pursuant to such Employees' Profit Sharing and Savings Plan, does hereby constitute and appoint L. E. Coleman, W. G. Bares, R. A. Andreas and L. M. Reynolds, and each of them, with full power of substitution and resubstitution, as his/her attorney-in-fact to execute and file on behalf of the undersigned, in his/her capacity as a director or officer of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever necessary or desirable to be done in the premises, as fully as to all intents and purposes as he/she could do in person, hereby ratifying and approving the acts of said attorneys-in-fact and any of them and any such substitution. Executed at Wickliffe, Ohio, this 19th day of June, 1995. /s/ G. P. Lieb ----------------------- G. P. Lieb 2 Exhibit (24) THE LUBRIZOL CORPORATION Power of Attorney of Directors ------------------------------ The undersigned, a director or officer of The Lubrizol Corporation, an Ohio corporation, (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933, as amended, a post-effective amendment to the Company's Registration Statement on Form S-8 (Registration No. 33-2842) relating to The Lubrizol Corporation Employees' Profit Sharing and Savings Plan (together with any and all subsequent post-effective amendments, the "Registration Statement") for the purpose of registering additional Common Shares without par value of the Company, to be offered pursuant to such Employees' Profit Sharing and Savings Plan, does hereby constitute and appoint L. E. Coleman, W. G. Bares, R. A. Andreas and L. M. Reynolds, and each of them, with full power of substitution and resubstitution, as his/her attorney-in-fact to execute and file on behalf of the undersigned, in his/her capacity as a director or officer of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever necessary or desirable to be done in the premises, as fully as to all intents and purposes as he/she could do in person, hereby ratifying and approving the acts of said attorneys-in-fact and any of them and any such substitution. Executed at Saratoga, Wyoming, this 18th day of June, 1995. /s/ W. G. Bares /s/ E. F. Bell - ------------------------- ------------------------- W. G. Bares Edward F. Bell /s/ L. E. Coleman /s/ Peggy Gordon Elliott - ------------------------- ------------------------- L. E. Coleman Peggy Gordon Elliott /s/ Gordon D. Harnett /s/ David H. Hoag - ------------------------- ------------------------- Gordon D. Harnett David H. Hoag /s/ Thomas C. MacAvoy /s/ William P. Madar - ------------------------- ------------------------- Thomas C. MacAvoy William P. Madar /s/ Richard A. Miller /s/ R. A. Mitsch - ------------------------- ------------------------- Richard A. Miller Ronald A. Mitsch /s/ Renold D. Thompson /s/ Karl E. Ware - ------------------------- ------------------------- Renold D. Thompson Karl E. Ware -----END PRIVACY-ENHANCED MESSAGE-----