SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
___________
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year Ended December 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
[ ] SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______ to ______
Commission file number: 33-63525
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
SAVINGS PLAN FOR THE EMPLOYEES
OF ETHYL CORPORATION
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Ethyl Corporation
P. O. Box 2189
Richmond, Virginia 23218
Appendix 1
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL
CORPORATION
ANNUAL REPORT
DECEMBER 31, 2000 AND 1999
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
INDEX OF FINANCIAL STATEMENTS AND SCHEDULES
Pages
Report of Independent Accountants 2
Financial Statements:
Statement of Assets Available for Benefits at December 31, 2000 3
Statement of Assets Available for Benefits at December 31, 1999 4
Statement of Changes in Assets Available for Benefits for the
Year Ended December 31, 2000 5
Notes to Financial Statements 6-10
Supplemental Schedules:
Assets (Held at End of Year), December 31, 2000 11
Nonexempt Party-in-Interest Transactions for the Year Ended December 31, 2000 *
Obligations in Default for the Year Ended December 31, 2000 *
Leases in Default for the Year Ended December 31, 2000 *
Reportable Transactions for the Year Ended December 31, 2000 *
*Trustee reported no such transactions, obligations or leases in default.
1
Report of Independent Accountants
To the Administrator of the Savings Plan
For the Employees of Ethyl Corporation:
In our opinion, the accompanying statements of assets available for benefits and
the related statement of changes in assets available for benefits present
fairly, in all material respects, the assets available for benefits of the
Savings Plan for the Employees of Ethyl Corporation (the "Plan") at December 31,
2000 and 1999, and the changes in assets available for benefits for the year
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
(held at end of year) December 31, 2000 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
June 8, 2001
2
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
December 31, 2000
Participant Non-Participant
Directed Directed Total
----------------- ---------------- ---------------
Assets:
Cash $ 205,682 $ 89,612 $ 295,294
Investments:
Mutual Funds:
Pimco Total Return Fund 1,482,806 - 1,482,806
Merrill Lynch Capital Fund 4,264,297 - 4,264,297
Merrill Lynch Growth Fund 1,422,829 - 1,422,829
Franklin Small Cap Fund 10,389,120 - 10,389,120
Ivy International Fund 1,943,101 - 1,943,101
Davis New York Venture Fund 4,167,164 - 4,167,164
Commingled Trusts:
Merrill Lynch Equity Index Trust 30,615,482 - 30,615,482
Merrill Lynch Retirement Preservation Trust 9,561,309 - 9,561,309
Common stocks:
Ethyl Corporation
Participant directed 3,642,421 - 3,642,421
Non-participant directed - 4,798,114 4,798,114
Albemarle Corporation 14,181,386 - 14,181,386
Tredegar Corporation 5,989,182 - 5,989,182
Loans to participants 1,111,254 - 1,111,254
----------------- ---------------- ---------------
Total investments 88,770,351 4,798,114 93,568,465
Receivables:
Interest and dividends 88,212 31,156 119,368
----------------- ---------------- ---------------
Assets available for benefits $ 89,064,245 $ 4,918,882 $ 93,983,127
================= ================ ===============
The accompanying notes are an integral part of the financial statements.
3
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
December 31, 1999
Participant Non-Participant
Directed Directed Total
----------------- ---------------- ---------------
Assets:
Cash $ 15,812 $ 4,616 $ 20,428
Investments:
Mutual Funds:
Pimco Total Return Fund 1,531,496 - 1,531,496
Merrill Lynch Capital Fund 4,786,402 - 4,786,402
Merrill Lynch Growth Fund 1,359,498 - 1,359,498
Franklin Small Cap Fund 9,021,439 - 9,021,439
Ivy International Fund 2,214,693 - 2,214,693
Davis New York Venture Fund 3,670,929 - 3,670,929
Commingled Trusts:
Merrill Lynch Equity Index Trust 35,897,110 - 35,897,110
Merrill Lynch Retirement Preservation Trust 11,340,454 - 11,340,454
Common stocks:
Ethyl Corporation: -
Participant directed 8,155,213 - 8,155,213
Non-participant directed - 7,982,713 7,982,713
Albemarle Corporation 11,692,542 - 11,692,542
Tredegar Corporation 7,449,011 - 7,449,011
Loans to participants 1,209,535 - 1,209,535
----------------- ---------------- ---------------
Total investments 98,328,322 7,982,713 106,311,035
Receivables:
Interest and dividends 217,206 162,269 379,475
----------------- ---------------- ---------------
Assets available for benefits $ 98,561,340 $ 8,149,598 $106,710,938
================= ================ ===============
The accompanying notes are an integral part of the financial statements.
4
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2000
Participant Non-Participant
Directed Directed Total
--------------- -------------- ----------------
Additions:
Contributions:
Employee contributions $ 5,751,697 $ - $ 5,751,697
Employer contributions - 2,616,467 2,616,467
--------------- -------------- ----------------
Total additions 5,751,697 2,616,467 8,368,164
--------------- -------------- ----------------
Deductions:
Benefit payments (9,539,548) (321,246) (9,860,794)
Net investment loss:
Dividends 3,115,179 318,751 3,433,930
Interest:
Funds - 8,165 8,165
Loans to participants 99,787 - 99,787
Net depreciation in fair value of investments (8,950,299) (5,826,764) (14,777,063)
--------------- -------------- ----------------
Total deductions (5,735,333) (5,499,848) (11,235,181)
Interfund transfers (net) 26,089 (26,089) -
--------------- -------------- ----------------
Total deductions and transfers (15,248,792) (5,847,183) (21,095,975)
--------------- -------------- ----------------
Net decrease for the year (9,497,095) (3,230,716) (12,727,811)
Assets available for benefits, December 31, 1999 98,561,340 8,149,598 106,710,938
--------------- -------------- ----------------
Assets available for benefits, December 31, 2000 $89,064,245 $ 4,918,882 $ 93,983,127
=============== ============== ================
The accompanying notes are an integral part of the financial statements.
5
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
Basis of Accounting:
The accompanying financial statements of the Savings Plan for the Employees
of Ethyl Corporation (the "Plan") have been prepared in conformity with
accounting principles generally accepted in the United States of America.
Accounting Estimates:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
Plan's management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from those
estimates.
Risks and Uncertainties:
The Plan provides for various mutual fund investment options in stocks,
bonds and fixed income securities as well as direct common stock
investments. Investments are exposed to various risks, such as interest
rate, market and credit risk. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term could materially affect
participants' account balances and the amounts reported in the statements of
assets available for benefits and the statement of changes in assets
available for benefits.
Security Valuation:
Investments are stated at fair value determined as follows:
Merrill Lynch Retirement - Investments in Guaranteed Investment Contracts ("GIC's") and Bank
Preservation Trust Investment Contracts ("BIC's") with benefit responsive features are
carried at cost plus accrued interest (contract value). Synthetic
investment contracts are stated at the contract book value which
approximates amortized cost. Money market instruments and US
Government agency obligations are valued at amortized cost.
Mutual funds and Merrill - quoted market value
Lynch Equity Index Trust
Common stocks - last published year end sales price on the New York Stock Exchange
Loans to participants - balances due which approximate fair value
6
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
NOTES TO FINANCIAL STATEMENTS, Continued
1. Summary of Significant Accounting Policies, continued:
Security Transactions and Related Investment Income:
Security transactions are accounted for on a trade-date basis and dividend
income is recorded on the ex-dividend date. Interest income is recorded on
the accrual basis. The Plan presents in the statement of changes in assets
available for benefits the "net depreciation in the fair value of
investments" which consists of realized gains or losses and changes in the
unrealized appreciation (depreciation) on those investments. Investment
income is allocated to participant accounts in proportion to the
participant's account balance.
Reclassifications:
Certain amounts in the accompanying statement of assets available for
benefits at December 31, 1999 have been reclassified to conform to the
current presentation.
2. Description of Plan:
The Plan is a defined contribution plan. It is subject to the provisions of
the Employee Retirement Income Security Act of 1974. Information regarding
plan benefits, priority of distributions upon termination of the Plan, and
vesting is provided in the plan agreement which is available at the main
office of the plan administrator at 330 South Fourth Street, Richmond,
Virginia.
3. Investment Funds:
Effective November 3, 1997, Merrill Lynch Trust Company of America was
appointed investment manager and trustee and Merrill Lynch, Pierce, Fenner &
Smith, Inc. was appointed recordkeeper (collectively "Merrill Lynch" and
"ML"). The Plan currently consists of 11 active options.
Participants currently in the Plan may select a program for investment in
any of the 11 funds, or in any combination thereof. Contributions made by
Ethyl Corporation (the "Company" or "Ethyl") are invested in the
non-participant directed portion of the Ethyl Corporation Common Stock Fund,
which contains both participant and non-participant directed balances.
Transfers may be made between the funds. However, participants only have a
one time election to transfer the Company's contributions to the Ethyl
Corporation Common Stock Fund into other funds during the course of their
employment. The following table presents investments held at year-end that
represent five percent (5%) or more of assets available for benefits:
7
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
NOTES TO FINANCIAL STATEMENTS, Continued
3. Investment Funds, continued:
2000 1999
Merrill Lynch Equity Index Trust $ 30,615,482 $35,897,110
Ethyl Corporation Common Stock * 8,440,535 16,137,926
Albemarle Corporation Common Stock 14,181,386 11,692,542
Merrill Lynch Retirement Presevation Trust 9,561,309 11,340,454
Franklin Small Cap 10,389,120 9,021,439
Tredegar Corporation Common Stock 5,989,182 7,449,011
* Nonparticipant-directed totals $4,798,114 and $7,982,713 for 2000 and 1999,
respectively.
During 2000, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value as
follows:
Common stock $ (8,538,021)
Mutual Funds (3,110,828)
Commingled Trust Funds (3,128,214)
---------------
$(14,777,063)
===============
4. Contributions:
Participants in the Plan may make pre-tax and/or after-tax contributions from
1% to 15% of their base pay, as defined in the plan document. Any combination
of pre-tax and after-tax contributions are subject to the 15% limit.
Participants may also contribute amounts representing distributions from other
qualified defined benefit or defined contribution plans. Ethyl makes a
matching contribution, in the form of Ethyl common stock, to the Plan equal to
50% of participant contributions up to 10%. Participant contributions are
100% vested at all times while contributions made by Ethyl are 60% vested
after three years of service, 80% vested after four years of service and 100%
vested after five years of service.
As of December 31, 2000, employee and employer contributions amounting to
$190,183 and $88,543, respectively, were received by Merrill Lynch, but not
yet allocated to the specific investment funds. These amounts are included in
the cash balances on the statement of assets available for benefits at
December 31, 2000.
8
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
NOTES TO FINANCIAL STATEMENTS, Continued
5. Participant Accounts:
Each participant's account is credited with the participant's contribution
and an allocation of a) the Company's contribution and b) Plan earnings.
Allocations are based on participant account balances. The benefit to which
a participant is entitled is the benefit that can be provided from the
participant's vested account.
6. Distributions:
Benefits are recorded when paid. Employees may decide whether benefits will
be received directly in the form of a lump sum or rolled over to an
individual retirement account or to another qualified plan.
7. Participant Loans:
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their vested account
balance. Loan transactions are treated as a transfer to (from) the
investment fund from (to) the Loan fund. Loans are made over a period not to
exceed five years. The loans are collateralized by the balance in the
participant's account and bear a reasonable fixed rate of interest
determined by the plan administrator based on a rate of return commensurate
with the prevailing interest rate charged on similar commercial loans by
persons in the business of lending money. At December 31, 2000, interest
rates on participant loans ranged from 8.25% to 10.5%.
8. Plan Termination:
Although it has not expressed any intent to do so, Ethyl has the right under
the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of the Employee Retirement Income Security
Act of 1974. In the event of Plan termination, participants will become 100%
vested in their account balances and the assets of the Plan shall be
allocated to participants in proportion to their account balances as of the
effective date of termination.
9. Federal Income Taxes:
The U.S. Treasury Department advised the plan administrator on July 7, 1995
that the Plan, as amended and restated effective March 1, 1994, constitutes
a qualified trust under Section 401 of the Internal Revenue Code and
therefore is exempt from federal income taxes. The Plan has been amended
since March 1, 1994 and was restated effective January 1, 1998. Currently
the U.S. Treasury Department has not reviewed the restated plan. However,
the plan administrator and the Plan's tax counsel believe the Plan is
designed and currently is being operated in compliance with the applicable
provisions of the Internal Revenue Code. Therefore, they believe that the
Plan was qualified and the related trust was tax-exempt as of the financial
statement date.
9
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
NOTES TO FINANCIAL STATEMENTS, Continued
9. Federal Income Taxes, continued:
Until such time as participants withdraw all or part of their accumulated
account balance, their invested funds are not subject to federal income
taxes for contributions made on their behalf by Ethyl or for investment
income and gains received on such investments.
10. Stock Prices:
Closing stock prices per share at December 31 were as follows (as adjusted
for stock splits):
2000 1999
Ethyl Corporation Common Stock $1.437 $ 3.500
Tredegar Corporation Common Stock 17.437 20.687
Albemarle Corporation Common Stock 24.750 19.187
11. Administration Expenses:
Expenses for administering the Plan are borne entirely by Ethyl and no
charge is made to the Plan with respect thereto.
12. Forfeitures:
Employees who leave Ethyl before becoming fully vested in Ethyl
contributions forfeit the value of their nonvested account. Forfeitures
during a Plan year serve to reduce required Company contributions and to
cover Plan expenses, and are reflected in the statement of changes in assets
available for benefits of the year in which the forfeitures are applied to
Ethyl's contribution. For the year ended December 31, 2000, $19,610 of
forfeitures became available.
13. Related-Party Transactions:
Certain Plan investments are shares of investment funds managed by Merrill
Lynch, the trustee of the Plan. Investments in the Ethyl Corporation Common
Stock Fund represent investments in shares of common stock of Ethyl
Corporation, the Plan sponsor.
14. Subsequent Events:
In February 2001, Ethyl announced the implementation of a new business model
which included a workforce reduction through severance and early retirement
programs. As the employees affected by this workforce reduction may elect to
withdraw or rollover their vested balance in the Plan, a decrease in total
Plan assets may occur during 2001.
In June 2001, Ethyl obtained regulatory approval to terminate an overfunded
U.S. salaried pension plan and rollover a portion of the pension plan assets
into a new fully funded plan. As part of this plan termination, Ethyl
employees were given the option to take a lump sum distribution of their
pension benefit and invest it in the Ethyl savings plan. As a result, Plan
assets could increase in 2001.
10
SAVINGS PLAN FOR THE EMPLOYEES OF ETHYL CORPORATION
Schedule H, Line 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2000
EIN: 54-011882 PN: 002
(a) (b) Identity of issuer, (c) Description of investment, including
borrower, lessor or maturity date, rate of interest, collateral, (e) Current
similar party par or maturity value (d) Cost value
** Ethyl Corporation Common stock, $1.00 par value (5,873,719 shares) $ 34,628,791 $ 8,440,535
Tredegar Corporation Common stock, no par value (343,475 shares) 1,610,214 5,989,182
Albemarle Corporation Common stock, $.01 par value (572,985 shares) 4,918,062 14,181,386
** Participant Loans Loans to participants bearing interest at 8.25% - 10.5% - 1,111,254
** Merrill Lynch Retirement Preservation Trust (9,561,309 units) 9,560,141 9,561,309
** Merrill Lynch Equity Index Trust (333,611 units) 23,494,878 30,615,482
PIMCO Total Return Fund (142,715 units) 1,501,170 1,482,806
** Merrill Lynch Capital Fund (140,411 units) 4,756,092 4,264,297
** Merrill Lynch Growth Fund (68,438 units) 1,796,939 1,422,829
Franklin Small Cap Growth Fund (264,153 units) 8,100,721 10,389,120
Ivy International Fund (74,164 units) 2,753,898 1,943,101
Davis New York Venture Fund (144,995 units) 3,816,744 4,167,164
--------------- ---------------
$ 96,937,650 $ 93,568,465
=============== ===============
**Denotes a party in interest to the Plan
11
REQUIRED INFORMATION
See Appendix 1.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAVINGS PLAN FOR THE EMPLOYEES OF
ETHYL CORPORATION
BY: /s/ David A. Fiorenza
---------------------
David A. Fiorenza
Vice President, Treasurer and Principal Financial
Officer, Member of the Master Trust Committee
Dated: June 29, 2001
EXHIBIT INDEX
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23.1 Consent of Independent Auditors