-----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, M/VKpaiCCC97QUm67504tdhlz4hel47o94xwtyIqup2ObXhIMc113P2k/u2yAD0V TiWetCw926JE7PEPb6tDqw== 0000916641-99-000343.txt : 19990420 0000916641-99-000343.hdr.sgml : 19990420 ACCESSION NUMBER: 0000916641-99-000343 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990416 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALBEMARLE CORP CENTRAL INDEX KEY: 0000915913 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 541692118 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12658 FILM NUMBER: 99596854 BUSINESS ADDRESS: STREET 1: 330 SOUTH FOURTH STREET STREET 2: P O BOX 1335 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 504-388-74 MAIL ADDRESS: STREET 1: 451 FLORIDA STREET CITY: BATON ROUGE STATE: LA ZIP: 70801 FORMER COMPANY: FORMER CONFORMED NAME: ECHEM INC DATE OF NAME CHANGE: 19931208 8-K 1 FORM 8-K 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) April 16, 1999 --------------- Albemarle Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Virginia 1-12658 54-1692118 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 330 South Fourth Street, Richmond, Virginia 23219 ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (804) 788-6000 ---------------------- Item 5. Other Events. On March 8, 1999, Albemarle Corporation (the "Company") announced that it will offer to acquire the outstanding shares of Albright & Wilson plc, headquartered in London, tendering for shares at 130 pence or about $2.08 per share. On April 13, 1999, ISPG PLC offered to acquire the outstanding shares of Albright & Wilson for a price of 145 pence per share. ISPG is a wholly owned subsidiary of Donau Chemic AG, a private Austrian company, and was formed as a result of a cooperation between Donau Chemic and Rhodia, a French company 68.2% owned by Rhone-Poulenc. On April 16, 1999, the Company announced that it will increase its offer to acquire the outstanding shares of Albright & Wilson to 160 pence or about $2.58 per share. The Company currently holds 18.6 percent of the shares of Albright & Wilson. A copy of the press release issued by the Company on April 16, 1999, is attached hereto as Exhibit 99. Item 7. Exhibits. Exhibit 99 Press Release of Albemarle Corporation dated April 16, 1999. -2- 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. ALBEMARLE CORPORATION (Registrant) Date: April 19, 1999 By: /s/ E. Whitehead Elmore -------------------------------------- Name: E. Whitehead Elmore Title: Senior Vice President -3- Exhibit Index Exhibit 99 Press Release of Albemarle Corporation dated April 16, 1999. -4- EX-99 2 PRESS RELEASE Exhibit 99 Press Release of Albemarle Corporation April 16, 1999 Albemarle Increases Offer to Acquire Albright & Wilson RICHMOND, Va., April 16, 1999 -- Albemarle Corporation (NYSE: ALB) today announced it is amending its offer to acquire the outstanding shares of Albright & Wilson plc, headquartered in London. Based on Albright & Wilson's shares outstanding, the offer price is approximately $790 million. The offer has been recommended by Albright & Wilson's Board of Directors. Albemarle currently holds 18.6 percent of the shares of Albright & Wilson and has acceptances of another 0.69 percent, representing approximately 19.29 percent of the shares of the company. The acquisition has been cleared by regulatory authorities in the United Kingdom and the United States. Albright & Wilson is a major United Kingdom specialty and fine chemicals company with leadership positions in phosphate chemicals used in beverages and as detergent builders and in purified phosphoric acid. Albright & Wilson operates in three business areas -- phosphates, surfactants and phosphorus derivatives and acrylics -- and its annual sales are approximately $1.3 billion. Albright & Wilson employs approximately 5,000. Albemarle Corporation has indicated that the acquisition of Albright & Wilson will provide the combined company with the opportunity to expand product and service offerings to customers in the polymer, pharmaceutical, agricultural, cleaning and water treatment markets. "The combination offers scale of operations, larger global presence in both manufacturing and sales, new technological opportunities and new customer relationships that will increase value for our shareholders," said Floyd D. Gottwald, Jr., chairman and chief executive officer of Albemarle. The offer will not be made to Albright & Wilson's shareholders in the United States, Japan, Canada or Australia. A global supplier of specialty polymers and fine chemicals that enhance consumer products, Albemarle Corporation serves markets for polymers, surfactants and biocides, pharmachemicals, agricultural chemicals, photographic chemicals, water treatment and petroleum products. Albemarle employs approximately 2,700. The company's Web site is www.albemarle.com. Albright & Wilson's Web site is www.albright-wilson.com. -5- -----END PRIVACY-ENHANCED MESSAGE-----