-----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, Jh2YsRuo18lfzdMAosi/R/x2fJVp3JlLWpl2QlZcOSUvq8oCXoDJWsNG8iPA1bZ2 srNCneUBwqYX0BTjK0KULw== /in/edgar/work/0000916641-00-001501/0000916641-00-001501.txt : 20001023 0000916641-00-001501.hdr.sgml : 20001023 ACCESSION NUMBER: 0000916641-00-001501 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001020 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENCHIRA BIOTECHNOLOGY CORP CENTRAL INDEX KEY: 0000895677 STANDARD INDUSTRIAL CLASSIFICATION: [8731 ] IRS NUMBER: 043078857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42597 FILM NUMBER: 743402 BUSINESS ADDRESS: STREET 1: 4200 RESEARACH FOREST DR CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: 2813646142 MAIL ADDRESS: STREET 1: 4200 RESEARCH FOREST DR CITY: THE WOODLANDS STATE: TX ZIP: 77381 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY BIOSYSTEMS CORP DATE OF NAME CHANGE: 19940204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ETHYL CORP CENTRAL INDEX KEY: 0000033656 STANDARD INDUSTRIAL CLASSIFICATION: [2860 ] IRS NUMBER: 540118820 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 330 S FOURTH ST STREET 2: P O BOX 2189 CITY: RICHMOND STATE: VA ZIP: 23217 BUSINESS PHONE: 8047885000 SC 13D/A 1 0001.txt AMENDMENT NO. 4 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* ENCHIRA BIOTECHNOLOGY CORPORATION (Name of Issuer) COMMON STOCK ------------ (Title of class of securities) 29265L-10-2 --------------------------------- (CUSIP NUMBER) Ethyl Corporation 330 South Fourth Street Richmond, VA 23219 Attention: M. Rudolph West, Esq. Telephone No. 804-788-5619 -------------------------- (Name, address and telephone number of person authorized to receive notices and communications) Copy to: Allen C. Goolsby, III, Esq. Hunton & Williams 951 East Byrd Street Richmond, Virginia 23219 October 10, 2000 ---------------- (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 [ X ]. Page 1 of 6 Pages - -------------------------------------------------------------------------------- CUSIP NO. 09061E106 13D Page 2 of 6 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Ethyl Corporation 54-0118820 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 759,587 shares, including 477,327 shares that Ethyl Corporation ("Ethyl") may acquire upon NUMBER OF SHARES conversion of 160,000 shares of Series B Convertible Preferred Stock ("Series B") of OWNED BY the Issuer ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER - 0 - EACH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 759,587 shares, including 477,327 shares that Ethyl may acquire upon conversion of 160,000 PERSON WITH shares of Series B of the Issuer ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 759,587 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 305,154 shares held by Gryphon Ventures II, Limited Partnership 185,442 shares payable as dividends accumulated from November 1998 to present to which Ethyl is entitled but has not yet received. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! * Amendment No. 4 amends and supplements the Statement on Schedule 13D filed on November 7, 1994 by Ethyl, as amended by Amendment No. 1, dated March 23, 1995, Amendment No. 2, dated April 13, 1995, and Amendment No. 3, dated June 11, 1999, with respect to the shares of Common Stock (the "Common Stock") of Enchira Biotechnology Corporation (formerly known as Energy BioSystems Corporation) (the "Issuer") owned by Ethyl. The purpose of this Amendment No. 4 is to report Ethyl's intention to divest the Common Stock as a result of the Issuer's change in the focus of its business. Item 1. Security and Issuer. ------------------- The class of equity securities to which this statement relates is the Common Stock of the Issuer. The principal executive offices of the Issuer are located at 3608 Research Forest Drive, The Woodlands, Texas 77381. Item 2. Identity and Background. ----------------------- This statement is being filed by Ethyl Corporation, a Virginia corporation. The principal executive offices of Ethyl are located at 330 South Fourth Street, Richmond, Virginia 23219. Ethyl is in the petroleum additives business and produces fuel additives and lubricant additives. The name, business address, present principal occupation and citizenship of each executive officer and director of Ethyl are set forth on Appendix A hereto, which is incorporated herein by reference. During the last five years, Ethyl has not, nor to the best of its knowledge, has any of its executive officers or directors been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 4. Purpose of Transaction. ---------------------- The Common Stock and Series B were acquired by Ethyl for investment purposes. Ethyl has changed its investment intent with respect to the Common Stock and Series B as a result of the Issuer's change in the focus of its business. In connection therewith, the member of the Issuer's Board of Directors appointed by Ethyl resigned. Ethyl intends to dispose of its shares of Common Stock over time in an orderly manner. Ethyl may convert its shares of Series B into Common Stock as a part of its selling program. Page 3 of 6 Pages Ethyl has no immediate intention to influence or direct the Issuer's affairs, modify its corporate structure or interfere with the business decisions of its management. Except as set forth above, neither Ethyl nor, to the best of its knowledge, any executive officer or director of Ethyl, has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Ethyl may formulate plans or proposals with respect to one or more of the foregoing in the future. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) The shares of Common Stock, including the 477,327 shares that Ethyl may acquire upon conversion of the Series B, represent 8.0% of the outstanding shares of Common Stock. This amount does not include 185,442 shares of Common Stock payable as dividends accumulated from November 1998 to present to which Ethyl is entitled but has not yet received. The number of shares to which Ethyl is entitled is based upon the closing price of the Common Stock on the Nasdaq National Market on October 17, 2000 and is thus subject to change. (b) Ethyl has and, with respect to the shares of Common Stock issuable upon conversion of the Series B, if and when such shares are converted, will acquire sole voting and dispositive power with respect to 759,587 shares of Common Stock. (c) Ethyl has effected no transactions in the Common Stock in the last 60 days. (d) Not applicable. (e) Not applicable. Page 4 of 6 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. ---------------------------- Ethyl Ventures, Inc. ("Ethyl Ventures"), a Virginia corporation and wholly-owned subsidiary of Ethyl, is the sole limited partner of Gryphon Ventures II, Limited Partnership ("Gryphon"), which, as reported on a Schedule 13G, dated February 16, 1999, has beneficial ownership of 305,154 shares of Common Stock. Neither Ethyl Ventures nor Ethyl has any voting or dispositive power with respect to such shares. Gryphon has informed Ethyl of its intention to dispose of its shares of Common Stock. In addition, Gryphon's representative on the Issuer's Board of Directors resigned. Except as described herein, neither Ethyl nor, to the best of its knowledge, any of the executive officers or directors of Ethyl, is party to any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Page 5 of 6 Pages 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. ETHYL CORPORATION Date: October 20, 2000 By: /s/ M. Rudolph West --------------------- Name: M. Rudolph West Title:Secretary Page 6 of 6 Pages Appendix A Executive Officers and Directors of Ethyl
Principal Occupation Name Title or Employment ---- ----- -------------------- Bruce C. Gottwald Chairman of the Board, Chairman of Chairman of the Board, Chairman of the the Executive Committee, Chief Executive Committee and Chief Executive Executive Officer and Director Officer of Ethyl Thomas E. Gottwald President, Chief Operating Officer President and Chief Operating Officer of and Director, Member of the Executive Ethyl Committee Alexander McLean Senior Vice President - Petroleum Senior Vice President of Ethyl Additives Newton A. Perry Senior Vice President - Antiknocks Senior Vice President of Ethyl David A. Fiorenza Vice President, Principal Financial Vice President, Principal Financial Officer Officer and Treasurer and Treasurer of Ethyl Daniel J. Bradley Vice President - Petroleum Additives Vice President of Ethyl - Americas Wayne C. Drinkwater Controller - Principal Accounting Controller of Ethyl Officer Russell L. Gottwald, Jr. Vice President - Product Supply Vice President of Ethyl C.S. Warren Huang Vice President - Managing Director, Vice President of Ethyl Asia Pacific Ronald E. Kollman Vice President - Research and Vice President of Ethyl Development Barbara A. Little Vice President - Government Relations Vice President of Ethyl Donald R. Lynam Vice President - Air Conservation Vice President of Ethyl Steven M. Mayer Vice President - General Counsel Vice President of Ethyl Henry C. Page, Jr. Vice President - Human Resources & Vice President of Ethyl External Affairs Ann M. Pettigrew Vice President - Health, Safety & Vice President of Ethyl Environment Roger H. Venable Vice President - Antiknocks Vice President of Ethyl M. Rudolph West Secretary Secretary of Ethyl William W. Berry Director Chairman of the Board of New England Independent System Operator and Retired Chairman of the Board of Dominion Resources, Inc. and Virginia Power Company Richmond, Virginia 23219 Gilbert M. Grosvenor Director President and Chairman of the National Geographic Society 17th and M Streets, N.W. Washington, D.C. 20036 Sidney Buford Scott Director Chairman of the Board of Scott & Stringfellow, Inc. 115 Mutual Building P.O. Box 1575 909 East Main Street Richmond, Virginia 23213 Phyllis L. Cothran Director Retired President of Trigon Healthcare, Inc. and President and Chief Operating Officer of Blue Cross and Blue Shield of Virginia Charles B. Walker Director Vice Chairman of the Board and Chief Financial Officer of Albemarle Corporation 330 South Fourth Street Richmond, Virginia 23219
The respective business addresses of Messrs. Bruce C. Gottwald, Thomas E. Gottwald, Alexander McLean, Newton A. Perry, David A. Fiorenza, Daniel J. Bradley, Wayne C. Drinkwater, Russell L. Gottwald, Jr., C.S. Warren Huang, Ronald E. Kollman, Barbara A. Little, Donald R. Lynam, Steven M. Mayer, Henry C. Page, Jr., Ann M. Pettigrew, Roger H. Venable and M. Rudolph West is 330 South Fourth Street, Richmond, Virginia 23219. The respective business addresses of the remaining directors of Ethyl are set forth under "Principal Occupation or Employment," above. All executive officers and directors of Ethyl are United States citizens, except for Mr. McLean, who is a citizen of Great Britain. -----END PRIVACY-ENHANCED MESSAGE-----