SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 23)/1/
ETHYL CORPORATION
-----------------
(Name of Issuer)
COMMON STOCK
------------
(Title of class of securities)
297659-10-4
-----------
(CUSIP NUMBER)
Check the following box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
__________________
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7 Pages
--------------------------- -----------------------
CUSIP NO. 297659 10 4 13G Page 2 of 7 Pages
--------------------------- -----------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
Bruce C. Gottwald
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 Yes (a) [_]
No (b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION*
4
U.S.
------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
4,501,220
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 620,985
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
4,501,220
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
620,985
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
5,122,205
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
268,603 shares held by foundation; 4,707,787 shares owned by adult sons
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
6.14%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT*
Item 1(a) Name of Issuer:
ETHYL CORPORATION
Item 1(b) Address of Issuer's Principal Executive Offices:
330 South Fourth Street, Richmond, Virginia 23219
Item 2(a) Name of Persons Filing:
Floyd D. Gottwald, Jr. and Bruce C. Gottwald
*The filing of this Amendment No. 23 reflects that Floyd D.
Gottwald and his brother, Bruce C. Gottwald have begun to report
their holdings of the common stock, $.01 par value (the "Common
Stock") of Ethyl Corporation (the "Issuer"), separately. Because
there is no agreement between Floyd D. Gottwald, Jr. and Bruce C.
Gottwald with respect to the voting or disposition of their
shares of the Issuer's Common Stock, and Floyd D. Gottwald, Jr.
does not serve in any capacity with the Issuer, they believe that
separate filings are more appropriate.
Item 2(b) Address of Principal Business Office or, if None, Residence:
-----------------------------------------------------------
330 South Fourth Street, Richmond, Virginia 23219
Item 2(c) Citizenship:
-----------
U.S.
Item 2(d) Title of Class of Securities:
----------------------------
Common Stock
Item 2(e) CUSIP Number:
------------
297659-10-4
Item 3 If these statements are filed pursuant to Rules 13d-1(b) or
-----------------------------------------------------------
13d-2(b) or (c):
---------------
Not applicable
Item 4 Ownership
(a) Amount Beneficially Owned*: 5,390,808 shares
-------------------------------
(b) Percent of Class: 6.46%
-----------------------------------------
Page 3 of 7 Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote - 4,769,823 (1)
---------------
(ii) shared power to vote or to direct the vote - 620,985(2)
------------
(iii) sole power to dispose of or to direct the
disposition of - 4,769,823 (1)
---------------------------------------
(iv) shared power to dispose of or to direct the
disposition of - 620,985 (2)
-------------------------------------
* This amount does not include an aggregate of 4,707,786 (5.64%) shares of
Common Stock of the Issuer beneficially owned by the adult sons of Bruce C.
Gottwald. Bruce C. Gottwald and his adult sons have no agreement with respect to
the acquisition, retention, disposition or voting of the Issuer's Common Stock.
The filing of this statement on Schedule 13G shall not be construed as an
admission that for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), Bruce C. Gottwald is the
beneficial owners of 620,985 shares described in Items 4(c)(i) and (iii) or the
shares described in Items 4(c)(ii) and (iv). See Item 6 below.
(1) This amount includes 268,603 shares owned by a charitable foundation
for which members of the Gottwald family serve as the sole directors.
Bruce C. Gottwald disclaims any beneficial interest in any shares held
in the foundation.
(2) This amount does not include shares owned of record by Merrill Lynch
Trust Company, as Trustee under the Issuer's savings plan (the "Plan")
for its employees that are held for the benefit of employees. Shares
held under the Plan are voted by the Trustee in accordance with
instructions solicited from employees participating in the Plan. If a
participating employee does not give the Trustee voting instructions,
his shares are voted by the Trustee in accordance with
Page 4 of 7 Pages
management's recommendations to the shareholders. Because Bruce
C. Gottwald is a director of the Issuer, his son, Thomas E.
Gottwald, is the Chief Executive Officer and a director of the
Issuer and members of the Gottwald family are the largest
shareholders of the Issuer, they may be deemed to be control
persons of the Issuer and to have the capacity to control any
such recommendation of management.
Item 5 Ownership of Five Percent or Less of a Class:
--------------------------------------------
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
---------------------------------------------------------------
Other persons have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
all 620,985 of the shares described in Items 4(c)(ii) and (iv).
However, none of such persons' individual interest relates to
more than five percent of the class of securities for which this
statement on Schedule 13G is filed.
Item 7 Identification and Classification of the Subsidiary Which
---------------------------------------------------------
Acquired the Security Being Reported on by the Parent
-----------------------------------------------------
Holding Company:
---------------
Not Applicable
Item 8 Identification and Classification of Members of the Group:
---------------------------------------------------------
Not Applicable
Item 9 Notice of Dissolution of Group:
------------------------------
Not Applicable
Item 10 Certifications:
--------------
Not Applicable
Page 5 of 7 Pages
Signature
---------
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement on Schedule
13G is true, complete and correct.
Dated: February 5, 2002
/s/ Floyd D. Gottwald, Jr.
-------------------------------
Floyd D. Gottwald, Jr.
/s/ Bruce C. Gottwald
-------------------------------
Bruce C. Gottwald
EXHIBIT INDEX
-------------
Exhibit 1 Agreement between Floyd D. Gottwald, Jr. and Bruce C. Gottwald with
respect to the filing of this Amendment No. 23 to Schedule 13G.
Page 6 of 7 Pages
Exhibit 1
---------
We, the undersigned, hereby express our agreement that the attached
Amendment no. 23 to Schedule 13G is filed on behalf of each of the
undersigned.
February 5, 2002 /s/ Floyd D. Gottwald, Jr.
------------------------------
Floyd D. Gottwald, Jr.
/s/ Bruce C. Gottwald
------------------------------
Bruce C. Gottwald
Page 7 of 7 Pages