Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
---------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
Commission file number 1-13879
OCTEL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 98-0181725
(State or other jurisdiction of ----------
incorporation or organization) (IRS Employer
Identification No.)
GLOBAL HOUSE
BAILEY LANE
MANCHESTER
UNITED KINGDOM M90 4AA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-44-161-498-8889
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ----------------
Common stock, $0.01 par value New York Stock Exchange
----
Securities registered pursuant to Section 12 (g) of the Act: None
----
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to the filing requirements for
the past 90 days.
Yes X
-----
No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
[ ]
------
As of February 28, 2002, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $210,922,803.
As of February 28, 2002, 11,750,574 shares of the registrant's stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2001 Annual Report to Stockholders are incorporated by reference
into Parts I, II, III and IV. Certain portions of Octel Corp.'s proxy statement
to be mailed to stockholders on or about March 25, 2002 for the annual meeting
of Stockholders to be held on May 7, 2002 are incorporated in Part III hereof by
reference.
1
PART 1
- ------
ITEM 1 BUSINESS
GENERAL
Octel Corp., a Delaware corporation (the "Company") is a major manufacturer and
distributor of fuel additives and other specialty chemicals. Its primary
manufacturing operation is located at Ellesmere Port, South Wirral, United
Kingdom. The Company's products are sold globally, primarily to oil refineries.
Principal product lines are lead alkyl antiknock compound ("TEL"), other
petroleum additives and performance chemicals.
Until May 22, 1998, the Company was a wholly owned subsidiary of Great Lakes
Chemical Corporation, a Delaware corporation ("GLCC"). On May 22, 1998, GLCC
consummated the spin-off of its petroleum additives business by distributing
shares in the Company to the stockholders of GLCC in a ratio of one Company
share for every four GLCC shares held. In connection with the spin-off the
Company issued 14,762,417 shares of common stock on May 26, 1998. A further 969
shares were subsequently issued in respect of late notified changes in GLCC
stockholders at the record date of the spin-off issue.
The term "Octel" as used herein means Octel Corp. and its subsidiaries unless
the context indicates otherwise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 22 through 29 of the 2001 Annual Report to Stockholders (the
"Report") are incorporated herein by reference.
SEGMENTAL INFORMATION
The Company presently has one dominant industry segment, petroleum additives.
The Company has three businesses for management purposes - TEL, Petroleum
Specialties and Performance Chemicals. Because of operational similarities,
Petroleum Specialties and Performance Chemicals have been aggregated for
reporting purposes as the Specialty Chemicals business segment. Note 2 on the
Financial Statements included in the Report (the "Financial Statements") on
pages 39 and 40 of the Report, is incorporated herein by reference.
DESCRIPTION OF THE BUSINESS
Management's Discussion and Analysis of Financial Condition and Results of
Operations, on pages 22 through 29 of the Report, is incorporated herein by
reference.
Overview
- --------
The Company is an international chemical company specialising in the
manufacture, distribution and marketing of fuel additives and specialty
chemicals. The Company is organised into two business units for reporting
purposes - TEL and Specialty Chemicals.
2
TEL
- ---
TEL, the most significant of the Company's products, accounted for approximately
63% of the Company's 2001 sales. TEL was first developed in 1928 and introduced
into the European market for internal combustion engines to boost octane levels
in gasoline, allowing it to burn more efficiently and eliminating engine knock.
It also acts as a lubricity aid, reducing engine wear.
Worldwide use of TEL has declined since 1973 following the enactment of the US
Clean Air Act of 1970 and similar legislation in other countries, and management
believes that volumes will continue to decline year on year.
The Company intends to manage the decline safely and effectively and to maximize
the cash flow through the decline. Continuous cost improvement measures have
been, and will continue to be, taken to respond to declining market demand.
Specialty Chemicals
- -------------------
The Specialty Chemicals Business Unit comprises two developing business areas -
Petroleum Specialties and Performance Chemicals.
The Petroleum Specialties business develops, produces and markets a range of
specialty products, used as fuel additives, derived from the TEL operations. The
Company has developed a range of products and customized blends to meet market
demand for cleaner-burning and more efficient fuels. The Refinery Services unit
supplies a growing list of products and services that improve operational
efficiencies and product performance at the refinery. There is an ongoing
program of growth through mergers and acquisitions. Joint ventures include
Valvemaster(R) Limited and Octel Starreon LLC. Subsidiaries include Octel
Deutschland GmbH, Gamlen group, CP Manufacturing BV, CP3500 International
Limited and Bycosin AB group.
The Performance Chemicals focus going forward is to develop high performance and
particularly environmentally friendly products from its technology base. The
major current line is the Octaquest(R) family, developed for the detergent
market but now addressing new markets in personal care, paper and photographics.
Subsidiaries include Manhoko Limited, Hi-Mar Specialties Inc and ProChem
Chemicals Inc.
Raw Materials
- -------------
Raw material purchases account for a substantial portion of the Company's
manufacturing costs. The major purchases are lead, sodium, ethyl chloride and
dibromoethane. These materials are available readily from more than one source,
and the Company uses long term contracts to enhance the security of supply and
manage the risk of price escalation.
Patents and Intellectual Property
- ---------------------------------
The Company has a portfolio of trademarks and patents, granted and in the
application stage, covering products and processes. These trademarks and patents
relate primarily to the Petroleum Specialties and the Performance Chemicals
businesses, in which intellectual property forms a significant part of the
Company's competitive strengths. The majority of these patents were developed by
the Company. Most patents have around ten years life remaining. The Company also
holds a license for the manufacture of fuel detergents. The Company has
trademark registrations for the use of the name Octel(R) and for the Octagon
device in Classes 1 and 4 of the "International Classification of Goods and
3
Services for the Purposes of the Registration of Marks" in all countries in
which it has a significant market presence. Octel also has trademark
registrations for Octaquest(R). The Company has applications in progress for a
number of other trademark registrations in several jurisdictions.
Octel America Inc., a subsidiary of the Company, has trademarks for
Ortholeum(R), a lube oil additive antioxidant and metal deactivator, Ocenol(R),
an antifoam for refinery use, and Valvemaster(R), a valve seat recession
additive. The Company does not consider its business as a whole to be dependent
on any one trademark, patent or licence.
Customers
- ---------
TEL sales are made principally to the retail refinery market which comprises
independent, state or major oil company-owned refineries located throughout the
world. Within this market, refineries owned by British Petroleum, Mobil Oil and
Texaco Oil are entitled to profit participation payments, based on their ongoing
purchases from the Company, by virtue of their former partnership interest in
Octel Associates, an Octel Corp. subsidiary. Selling prices to major customers
are negotiated under long-term supply agreements, with varying prices and terms
of payment.
The customers of the Specialty Chemicals business are multinational oil
companies and fuel retailers. Traditionally, a large portion of the total market
was captive to oil companies which had fuel additives divisions providing
supplies directly to their respective refinery customers. As a result of
corporate restructurings and various mergers, joint ventures and other
collaborative arrangements involving downstream refining and marketing
operations, the tied supply arrangements between oil companies and their captive
fuel additive divisions have been weakened and many refineries are increasingly
looking to purchase their fuel additive requirements on the open market. This
trend is creating new opportunities for independent additive marketers such as
the Company.
Competition
- -----------
The world-wide market for the Company's primary product, TEL, is highly
competitive. In this market Octel competes with marketers of products and
processes providing alternative ways of enhancing octane performance in
automotive gasoline. Government regulations have restricted or eliminated the
use of TEL as an automotive gasoline additive in many of the largest and
developed markets such as the US. As a result, worldwide demand for TEL is
progressively shrinking as the use of unleaded gasoline becomes more widespread.
On a worldwide basis Octel remains the largest TEL marketer.
The Company's Specialty Chemicals business operates in a competitive
environment, with its main competitors being large oil and chemical companies.
No one company holds a dominant market share. The Company considers its
competitive strengths are its strong technical development capacity,
independence from major oil companies and its strong long-term relationships
with refinery customers in the TEL market which provide synergies with the
petroleum additives business.
Ethyl Agreements
- ----------------
The "Nature of Operations" policy in Note 1 on the Financial Statements, on page
36 of the Report, is incorporated herein by reference.
Effective October 1, 1998 the Company's UK subsidiary The Associated Octel
Company Limited ("Associated Octel") signed agreements with Ethyl to market and
sell TEL in areas of the world excluding North America and European Union. Under
the agreements, all marketing and sales efforts
4
made to customers are managed by and made in the name of Associated Octel. Ethyl
provides bulk transportation services in support of the agreements while Octel
continues to produce all TEL marketed under these agreements. Depending upon
cost, performance and flexibility, one or both companies provide other TEL
services.
Octel supplies Ethyl on a wholesale basis with TEL for resale to customers in
the United States and European Union under two separate long term supply
agreements at prices adjusted annually through agreed formulas.
Technology
- ----------
The Company's principal research and development facilities are located at
Ellesmere Port, UK, while its advanced fuel testing facility to support the TEL
and Petroleum Specialties businesses is located at Bletchley, UK. The Company's
research and development activity has been, and will continue to be, focused on
the development of new products and formulations for the Petroleum Specialties
and the Performance Chemicals businesses. Technical customer support is also
provided for the TEL business. Expenditures to support research,
product/application development and technical support services to customers were
$5.1 million, $3.1 million and $3.9 million in 2001, 2000 and 1999,
respectively. The Company considers that its strong technical capability
provides it with a significant competitive advantage. In the last three years,
the Petroleum Specialties business has developed new detergent, lubricity and
combustion improver products, in addition to the introduction of several new
cost effective fuel additive packages. A patented process for manufacturing
Octaquest(R) has enabled the Company to enter into a new market in the
performance chemicals area.
Health, Safety and Environmental Matters
- ----------------------------------------
The Company is subject to Environmental Laws in all of the countries in which it
does business. The principal Environmental Laws to which the Company is subject
in the UK are the Environmental Protection Act 1990, the Water Resources Act
1991, the Health and Safety at Work Act 1974 and regulations and amendments
thereto. Management believes that the Company is in material compliance with all
applicable Environmental Laws, and has made appropriate provision for the
continued costs of compliance with Environmental Laws. Nevertheless, there can
be no assurance that changes in existing Environmental Laws, or the discovery of
additional liabilities associated with the Company's current or former
operations, will not have a material adverse effect on the Company's business,
results of operations or financial condition.
Human Resources
- ---------------
The Company's workforce at December 31, 2001 consisted of 1,098 employees, of
which 503 were in the UK. Approximately 60% of the Company's employees in the UK
are represented by unions, including the Transport and General Workers Union and
the Amalgamated Engineering and Electrical Union.
The Company has in place an employee communication program to help its employees
understand the business issues surrounding the Company and the corporate
restructuring that has been implemented to respond to declining TEL demand and
to the developing Specialty Chemicals business. Regular briefings are conducted
by line managers where Company-wide and departmental issues are discussed. More
formal communication takes place with the trade unions which the Company
recognizes for negotiating and consultative purposes.
5
ITEM 2 PROPERTIES
A summary of the Company's principal facilities is shown in the following table.
Each of these properties is owned by the Company, except where otherwise noted:-
Location Principal Operations
- -------- --------------------
Newark, Delaware, US /(1)/ Octel Corp. Headquarters
Manchester, (UK) /(1)/ Octel Corp. European Headquarters
Ellesmere Port, UK Associated Octel; Business Teams; Manufacturing;
Research & Development; Administration
Bletchley, UK Fuel Technology Center
Herne, Germany /(1)/ Octel Deutschland GmbH; Manufacturing and Administration
Zug, Switzerland /(1)/ OBOAdler Limited; Sales and Administration
Karlstad, Sweden Bycosin AB; Manufacturing and Administration
Vernon, France Gamlen SA; Manufacturing and Administration
High Point, North Carolina, US ProChem Chemicals Inc.; Manufacturing and Administration
/(1)/ Leased property
On January 1, 2002 the Octel Corp. headquarters relocated within Newark. Its new
address is 220 Continental Drive, Newark, DE 19713. The group's TEL
manufacturing site is at Ellesmere Port. Its TEL manufacturing capacity is
currently 30,000 metric tons (mt) per annum. Novoktan plant in Germany had a
capacity of 9,600 mt per annum but is to close in March 2002. Actual annual
operating levels are under review as part of management's response to the
decline in TEL markets. There is also a chlorine plant (46,000 mt per annum) at
Ellesmere Port. This will continue to operate during 2002 but will close at the
end of the year.
The group's Specialty Chemicals manufacturing capacity at Ellesmere Port
comprises a detergent plant (6,000 mt per annum) and an EDDS plant (3,000 mt per
annum) for the manufacture of Octaquest(R).
ITEM 3 LEGAL PROCEEDINGS
There are no material pending legal proceedings involving the Company, its
subsidiaries or any of its properties. Furthermore, no director, officer or
affiliate of the Company or any associate of any director or officer is
involved, or has a material interest in, any proceedings which would have a
material adverse effect on the Company.
Item 103 of Regulation S-K requires disclosure of administrative or judicial
proceedings arising under any federal, state or local provisions dealing with
protection of the environment, if the monetary sanctions might exceed $100,000.
There are currently no such proceedings.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the quarter ended
December 31, 2001.
6
PART II
- -------
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's common stock is listed on the New York Stock Exchange. As of
February 28, 2002 there were approximately 2,005 registered holders of the
common stock.
Quarterly stock prices on page 54 of the Report are incorporated herein by
reference.
The borrowings entered into by the Company during the year restrict the
Company's ability to pay dividends or buy back stock.
ITEM 6 SELECTED FINANCIAL DATA
The Financial Highlights on page 19 of the Report and the Quarterly Summary on
page 54 of the Report are incorporated herein by reference.
The results of operations and financial condition of the group in Fiscal 2001
include the effects of seven acquisitions made during the year. Note 6 on the
Financial Statements is incorporated herein by reference.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATION AND
FINANCIAL CONDITION
The discussion on pages 22 through 29 of the Report is incorporated herein by
reference.
CRITICAL ACCOUNTING POLICIES
Financial Reporting Release No. 60, which was recently released by the
Securities and Exchange Commission ("SEC"), requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Note 1 on the Notes on the Financial Statements includes a
summary of the significant accounting policies and methods used in the
preparation of the Financial Statements. The following is a brief discussion of
the more significant accounting policies and methods used by Octel.
Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses Octel's consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgements, including those related to environmental
remediation and the carrying values of goodwill and intangible assets.
Management bases its estimates and judgements on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgements about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
7
Management believes the following critical accounting policies, among others,
affect its more significant judgements and estimates used in the preparation of
its consolidated financial statements. Octel records environmental remediation
liabilities when they are probable and the cost can be reasonably estimated.
Although liabilities are adjusted as further information is available and
greater experience gained, actual costs may differ from those accrued which will
impact both results of operations and cash flows. Octel regularly reviews the
carrying value of goodwill and intangible assets by reference to the forecasted
cash flows from the underlying assets or contractual obligations. Actual cash
flows may differ from those forecast, and in adverse circumstances may result in
an impairment charge.
"Critical accounting policies" on pages 28 and 29 of the Report is incorporated
herein by reference.
In addition, Financial Reporting Release No. 61 was recently released by the SEC
to require all companies to include a discussion to address, among other things,
liquidity, off-balance sheet arrangements, contractual obligations and
commercial commitments.
Octel has an extensive trading relationship with Ethyl through long-term supply
agreements and sales and marketing agreements. No joint venture or separate
legal entity has been established as a result of these agreements, which are
discussed in "Ethyl Agreements" on page 5 of the 10-K.
The long-term marketing, supply and service agreement with Veritel Chemicals BV
entered into during fiscal 2001 contained terms which could trigger accelerated
payments. These terms were triggered in December 2001. Note 8 on the Financial
Statements is incorporated herein by reference.
The following represents contractual commitments at December 31, 2001 and the
effect of those obligations on future cash flows:-
Total Less than 1 to 3 4 to 5 Over 5
1 year years years years
Long-term debt $231.0 $85.1 $145.9 $ - $ -
Veritel (gross) 60.0 60.0 - - -
Severance payments 7.1 7.1 - - -
---------- ---------- ---------- --------- -----------
$298.1 $152.2 $145.9 $ - $ -
---------- ---------- ---------- --------- -----------
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company operates manufacturing and blending facilities, offices and
laboratories around the world, though the largest manufacturing facility by far
is located in the UK, and sells a range of TEL and petroleum additives to major
oil refineries throughout the world. The Company uses floating rate debt to
finance these global operations. Consequently, the Company is subject to
business risks inherent in non-US activities, including political and economic
uncertainty, import and export limitations and market risk related to changes in
interest rates and foreign currency exchange rates.
The political and economic risks related to the Company's foreign operations are
mitigated due to the stability of the countries in which its largest operations
are located. Credit limits, ongoing credit evaluation and account monitoring
procedures are utilised to minimise bad debt risk. Collateral is not generally
required.
8
In the normal course of business, the Company uses derivative financial
instruments including interest rate swaps and foreign currency forward exchange
contracts to manage market risks. The derivative financial instruments utilized
by the Company in its hedging activities are considered risk management tools
and are not used for trading purposes. In addition, derivative financial
instruments are entered into with a diversified group of major financial
institutions in order to monitor the exposure to non-performance of such
instruments. Additional information regarding the Company's financial
instruments is contained in Notes 1 and 16 on the Financial Statements, which
are incorporated herein by reference. The Company's objective in managing
exposure to changes in interest rates is to limit the impact of such changes on
earnings and cash flow and to lower overall borrowing costs. The objective in
managing the exposure to changes in foreign exchange rates is to reduce
volatility on earnings and cash flow associated with such changes.
Information relating to the Company's exposure to market risk on pages 27 and 52
of the Report is incorporated herein by reference.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, together with the report of
PricewaterhouseCoopers dated February 7, 2002 and quarterly financial
information, which are on pages 22 through 54 of the Report, are incorporated
herein by reference. The Financial Highlights on page 19 of the Report are also
incorporated herein by reference.
ITEM 9 CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There have been no changes in or disagreements with the Company's Independent
Accountants.
9
PART III
- --------
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information under the heading "Management" set out in the proxy statement
relating to the 2002 Annual Meeting of Stockholders dated May 7, 2002 ("The
Proxy Statement") is incorporated herein by reference.
ITEM 11 EXECUTIVE COMPENSATION
The information under the heading "Executive Compensation and Other Information"
in The Proxy Statement is incorporated herein by reference.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the heading "Security Ownership of Certain Beneficial
Owners and Management" in The Proxy Statement is incorporated herein by
reference.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no transactions which require disclosure.
10
PART IV
- -------
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS
The Consolidated Financial Statements of Octel Corp. and its
subsidiaries and related notes thereto, together with the report
thereon of PricewaterhouseCoopers dated February 7, 2002 appearing
on pages 22 through 54 of the 2001 Annual Report to Stockholders,
are incorporated by reference in Item 8.
(2) FINANCIAL STATEMENT SCHEDULES
All financial statement schedules have been omitted since the
information required to be submitted has been included in the
financial statements or because they are either not applicable or
not required under the Rules of Regulations S-X.
(3) EXHIBITS
2.1 Transfer and Distribution Agreement, dated as of April 24,
1998, between Great Lakes Chemical Corporation ("GLCC") and
the Registrant. (3)
3.1 Amended and Restated Certificate of Incorporation of the
Registrant. (1)
3.2 Amended and Restated By-laws of the Registrant. (1)
4.1 Form of Common Stock Certificate. (2)
4.2 Form of Rights Agreement between the Registrant and First
Chicago Trust Company of New York, as Rights Agent. (2)
4.3 Form of Certificate of Designations, Rights and Preferences of
Series A Junior Participating Preferred Stock of the
Registrant. (2)
4.4 Indenture dated as of May 1, 1998 among the Registrant, Octel
Developments PLC and the IBJ Schroder Bank and Trust Company,
as trustee. (4)
4.5 Form of 10% Senior Notes (contained in Exhibit 4.4 as Exhibit
A). (4)
4.6 Registration Rights Agreement dated as of April 30, 1998 among
the Registrant, Octel Developments PLC and the initial
purchasers. (1)
4.7 Purchase Agreement dated as of April 30, 1998 among the
Initial Purchasers, Octel Developments PLC and the Registrant.
(4)
7.1 Share purchase agreement between OBOAdler Holdings Limited and
The Associated Octel Company Limited relating to the sale and
purchase of the whole of the issued share capital of OBOAdler
Company Limited, dated June 1, 1999. (6).
7.2 $100,000,000 term loan agreement between Octel Corp., Octel
Associates, Barclays Capital, Barclays Bank plc and others,
dated June 3, 1999 (6).
7.3 US$250,000,000 Facilities Agreement dated 29 October, 2001 for
Octel Corp. with Barclays Capital acting as mandated Lead
Arranger and Barclays Bank plc acting as Agent and Security
Agent.
10.1 Tax Disaffiliation Agreement between GLCC and the Registrant.
(1)
10.2 Corporate Services Transition Agreement between GLCC and the
Registrant. (1)
10.3 Supply Agreement between GLCC and the Registrant for the
supply of ethylene dibromide. (1)
11
10.4 Supply Agreement between GLCC and the Registrant for the
Supply of anhydrous hydrogen bromide. (1)
10.5 Supply Agreement for the Supply of 10% sodium hydroxide
solution. (1)
10.6 Ethyl Corporation Market and Sales Agreement. (4)
10.7 Octel Corp. Non Employee Directors Stock Option Plan. (4)
10.8 Employment Agreement between Associated Octel Limited and
Steve W Williams, Geoff J Hignett, Graham M Leathes and Robert
A Lee. (1)
10.9 Employment Agreement between Associated Octel Limited and
Dennis J Kerrison. (1)
10.10 Agreement between GLCC and the Registrant for the Toll
Manufacturing of Stadis Product. (4)
10.11 Octel Corp. Time Restricted Stock Option Plan. (3)
10.12 Octel Corp. Performance Related Stock Option Plan. (3)
10.13 Associated Octel Savings-Related Stock Option Plan. (3)
10.14 Form of Octel Corp. Approved Company Share Option Plan. (8)
10.15 Form of Octel Corp. Profit Sharing Share Scheme. (8)
10.16 Employment Agreement between The Associated Octel Company
Limited and Alan G Jarvis. (9)
10.17 Employment offer letter from The Associated Octel Company
Limited to John P Tayler. (9)
10.18 Consultancy Agreement between Octel Corp. and Robert E Bew.
(9)
10.19 Employment offer letter from the The Associated Octel Company
Limited to Ian A Watling.
10.20 Employment offer letter from The Associated Octel Company
Limited to Philip J Boon.
12.1 Statement Regarding Computation of Financial Ratios.
13.1 2001 Annual Report of Octel Corp.
13.2 Opinion of Ernst & Young LLP on 1997 Combined Financial
Statements. (9)
21.1 Subsidiaries of the Registrant.
24.1 Powers of Attorney of Directors and Officers of the Registrant
(4).
99.1 Consolidated Financial Statements of OBOAdler Company Limited
as of June 30, 1999 and for the year then ended (7).
(1) Incorporated by reference to the Company's amendment
dated April 21, 1998, to a previously filed Form 10-/A.
(2) Incorporated by reference to the Company's Form 10-/A
previously filed on April 10, 1998.
(3) Incorporated by reference to the Company's amendment
dated May 4, 1998 to a previously filed form 10-/A.
(4) Incorporated by reference to the Company's form S-4
previously filed on October 1, 1998.
(5) Filed with the Company's form 10Q on November 10, 1998.
(6) Filed with the Company's form 8-K on November 12, 1999.
(7) Filed with the Company's form 8-K/A on January 20, 2000.
(8) Filed with the Company's form 10-K on March 26, 1999.
(9) Filed with the Company's form 10-K on March 27, 2000.
12
(b) REPORTS ON FORM 8-K
No reports in Form 8-K have been filed during the year.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
OCTEL CORP. By: /s/ Dennis J Kerrison
(Registrant) DENNIS J KERRISON
Date: President, Chief Executive Officer and
March 20, 2002 Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated:
March 20, 2002 /s/ Alan G Jarvis
--------------------------------------
Alan G Jarvis, Vice President and
Chief Financial Officer
March 20, 2002 /s/ Robert E Bew
--------------------------------------
Dr Robert E Bew, Chairman and Director
March 20, 2002 /s/ Dennis J Kerrison
--------------------------------------
Dennis J Kerrison, President, Chief
Executive Officer and Director
March 20, 2002 /s/ Martin M Hale
--------------------------------------
Martin M Hale, Director
March 20, 2002 /s/ Thomas M Fulton
--------------------------------------
Martin M Hale, Director
March 20, 2002 /s/ James Puckridge
--------------------------------------
James Puckridge, Director
March 20, 2002 /s/ Benito Fiore
--------------------------------------
Dr Benito Fiore, Director
March 20, 2002 /s/ Charles M Hale
--------------------------------------
Charles M Hale, Director
March 20, 2002 /s/ H Alan Hanslip
--------------------------------------
H Alan Hanslip, Vice President, Human
Resources
March 20, 2002 /s/ Geoffrey J Hignett
--------------------------------------
Dr Geoffrey J Hignett, Director of
Corporate Development
March 20, 2002 /s/ John P Tayler
--------------------------------------
Corporate Secretary and General Counsel
March 20, 2002 /s/ Philip J Boon
--------------------------------------
Business Director, Petroleum Specialties
March 20, 2002 /s/ Ian A Watling
-------------------------------------
Business Director, Performance
Chemicals
14