-----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, UChfhGIpltEfaY0JxQdyJptdVZ5QmDHgA8DZrBrke+Gmhf09oHOvFTRW6jpg1n1t aG50DbwxZebFjcnhZweK3w== 0000950152-99-007036.txt : 19990819 0000950152-99-007036.hdr.sgml : 19990819 ACCESSION NUMBER: 0000950152-99-007036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990817 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990818 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: SEC FILE NUMBER: 001-05263 FILM NUMBER: 99695113 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 THE LUBRIZOL CORPORATION FORM 8-K 1 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: August 17, 1999 THE LUBRIZOL CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 1-5263 34-0367600 - ------------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 29400 Lakeland Boulevard Wickliffe, Ohio 44092-2298 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (440) 943-4200 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 Item 5. Other Events. On September 22, 1997, the Board of Directors of The Lubrizol Corporation approved a shareholder rights agreement. Under this rights agreement, one right was issued for each common share of the Company to shareholders of record on September 22, 1997. Each of the rights entitles the holder to purchase from the company one-half of one common share at a price of $170 per share upon a change of control of the company. The rights agreement described circumstances under which the rights may be redeemed by the company or under which the rights agreement may be amended. These provisions required a vote of the majority of members of the Board: (a) who approved the rights agreement; (b) who were recommended for nomination as director by a majority of the members of the Board who approved the agreement; or (c) who were recommended for nomination as a director by a majority of the members of the Board described in paragraph (b), and so on. On July 26, 1999, the Board of Directors of The Lubrizol Corporation approved an amendment to the rights agreement to eliminate these provisions, commonly known as "continuing director" provisions. After the amendment, the rights agreement allows a majority of the Board of Directors to redeem the rights or amend the rights agreement. The amended and restated shareholder rights agreement is filed as an exhibit to this Form 8-K. Item 7. Exhibits. Exhibit No. Description 4.1 Form of Amended and Restated Rights Agreement, dated as of July 26, 1999, between The Lubrizol Corporation and American Stock Transfer & Trust Company, as Rights Agent, which includes thereto the Form of Rights Certificate (incorporated by reference to the registrant's Form 8-A/A dated August 17, 1999.) 3 SIGNATURE 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 thereunto duly authorized. THE LUBRIZOL CORPORATION Date: August 17, 1999 By: /s/ Kenneth H. Hopping Name: Kenneth H. Hopping Title: Vice President and Secretary 4 EXHIBIT INDEX Exhibit No. Description 4.1 Form of Amended and Restated Rights Agreement, dated as of July 26, 1999, between The Lubrizol Corporation and American Stock Transfer & Trust Company, as Rights Agent, which includes thereto the Form of Rights Certificate (incorporated by reference to the registrant's Form 8-A/A dated August 17, 1999.) -----END PRIVACY-ENHANCED MESSAGE-----