Page 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Transition Period from ___________ to __________ Commission File Number 1-12658 ALBEMARLE CORPORATION --------------------- (Exact name of registrant as specified in its charter) VIRGINIA 54-1692118 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 330 SOUTH FOURTH STREET P. O. BOX 1335 RICHMOND, VIRGINIA 23210 - --------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code - (804) 788-6000 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Number of shares of common stock, $.01 par value, outstanding as of March 31, 2001: 45,872,473

Page 2 ALBEMARLE CORPORATION I N D E X Page Number ------ PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements Consolidated Balance Sheets - March 31, 2001 and December 31, 2000 ......................................... 3-4 Consolidated Statements of Income - Three Months Ended March 31, 2001 and 2000 ...................... 5 Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2001 and 2000 ...................... 6 Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2001 and 2000 ................ 7 Notes to the Consolidated Financial Statements ............ 8-10 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition, Additional Information, and Recent Developments ...................... 11-14 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. 15 PART II. OTHER INFORMATION ITEM 3. Legal Proceedings ......................................... 15 ITEM 4. Submission of Matters to a Vote of Security Holders ....... 15 ITEM 6. Exhibits and Reports on Form 8-K .......................... 15 SIGNATURES .......................................................... 16

Page 3 PART I - FINANCIAL INFORMATION - ------------------------------ ITEM 1. Financial Statements -------------------- ALBEMARLE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ---------------------------- (Dollars In Thousands) ---------------------- March 31, 2001 December 31, 2000 -------------------- --------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 14,565 $ 19,300 Accounts receivable, less allowance for doubtful accounts (2001 - $2,783; 2000 - $2,119) 167,084 174,297 Inventories: Finished goods 80,922 79,143 Raw materials 12,343 10,804 Stores, supplies and other 18,274 17,471 ------------------- ------------------- 111,539 107,418 Deferred income taxes and prepaid expenses 12,624 14,139 ------------------- ------------------- Total current assets 305,812 315,154 ------------------- ------------------- Property, plant and equipment, at cost 1,332,167 1,326,534 Less accumulated depreciation and amortization 849,764 836,460 ------------------- ------------------- Net property, plant and equipment 482,403 490,074 Prepaid pension assets 115,957 111,537 Other assets and deferred charges 46,176 42,583 Goodwill and other intangibles, net of amortization 21,346 22,455 ------------------- ------------------- Total assets $ 971,694 $ 981,803 =================== =================== See accompanying notes to the consolidated financial statements.

Page 4 ALBEMARLE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS --------------------------- (Dollars In Thousands) ---------------------- March 31, 2001 December 31, 2000 ------------------- ------------------- (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 65,601 $ 72,296 Long-term debt, current portion 290 299 Accrued expenses 44,492 56,932 Dividends payable 11,923 5,956 Income taxes payable 17,224 6,633 ------------------- ------------------ Total current liabilities 139,530 142,116 ------------------- ------------------ Long-term debt 87,384 97,681 Other noncurrent liabilities 85,578 83,496 Deferred income taxes 93,066 99,603 Shareholders' equity: Common stock, $.01 par value, issued and outstanding- 45,872,473 in 2001 and 45,823,743 in 2000 459 458 Additional paid-in capital 57,901 57,223 Accumulated other comprehensive (loss) (18,760) (14,688) Retained earnings 526,536 515,914 -------------------- ------------------ Total shareholders' equity 566,136 558,907 -------------------- ------------------ Total liabilities and shareholders' equity $ 971,694 $ 981,803 ==================== ================== See accompanying notes to the consolidated financial statements.

Page 5 ALBEMARLE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME --------------------------------- (In Thousands Except Per-Share Amounts) --------------------------------------- (Unaudited) Three Months Ended March 31, -------------------------------------------- 2001 2000 ------------------- ------------------ Net sales $ 224,410 $ 235,480 Cost of goods sold 164,955 160,878 ------------------- ------------------ Gross profit 59,455 74,602 Selling, general and administrative expenses 22,704 26,186 Research and development expenses 5,777 6,248 ------------------- ------------------ Operating profit 30,974 42,168 Interest and financing expenses (1,069) (1,767) Other income, net 1,582 973 ------------------- ------------------ Income before income taxes 31,487 41,374 Income taxes 8,942 12,826 ------------------- ------------------ Net income $ 22,545 $ 28,548 =================== ================== Basic earnings per share $ 0.49 $ 0.62 =================== ================== Diluted earnings per share $ 0.48 $ 0.61 =================== ================== Cash dividends declared per share of common stock $ 0.26 $ 0.11 =================== ================== See accompanying notes to the consolidated financial statements.

Page 6 ALBEMARLE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ----------------------------------------------- (Dollars In Thousands) ---------------------- (Unaudited) Three Months Ended March 31, -------------------------------------------- 2001 2000 ------------------- ------------------ Net income $ 22,545 $ 28,548 Other comprehensive (loss) income, net of tax: Unrealized (loss) gain on securities available for sale (271) (22) Foreign currency translation adjustments (3,801) (4,242) ------------------- ------------------ Other comprehensive (loss) income (4,072) (4,264) ------------------- ------------------ Comprehensive income $ 18,473 $ 24,284 =================== ================== See accompanying notes to the consolidated financial statements.

Page 7 ALBEMARLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ----------------------------------------------- (Dollars In Thousands) -------------------- (Unaudited) Three Months Ended March 31, -------------------------------------------- 2001 2000 ------------------- ------------------ Cash and cash equivalents at beginning of year $ 19,300 $ 48,621 Cash flows from operating activities: Net income 22,545 28,548 Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 18,445 18,150 Working capital increase excluding cash and cash equivalents (8,759) (3,466) Other, net (795) (855) ------------------- ------------------ Net cash provided from operating activities 31,436 42,377 ------------------- ------------------ Cash flows from investing activities: Capital expenditures (14,469) (13,509) Investments in joint ventures and nonmarketable securities (6,143) (96) Other, net 22 1,283 ------------------- ------------------ Net cash used in investing activities (20,590) (12,322) ------------------- ------------------ Cash flows from financing activities: Repayments of long-term debt (9,216) (44,700) Dividends paid (5,956) (4,635) Purchases of common stock - (7,972) Proceeds from exercise of stock options 591 16 ------------------- ------------------ Net cash used in financing activities (14,581) (57,291) ------------------- ------------------ Net effect of foreign exchange on cash and cash equivalents (1,000) (7) ------------------- ------------------ (Decrease) in cash and cash equivalents (4,735) (27,243) ------------------- ------------------ Cash and cash equivalents at end of period $ 14,565 $ 21,378 =================== ================== See accompanying notes to the consolidated financial statements.

Page 8 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------- (In Thousands Except Share and Per-Share Amounts) (Unaudited) 1. In the opinion of management, the accompanying consolidated financial statements of Albemarle Corporation and Subsidiaries ("Albemarle" or "the Company") contain all adjustments necessary to present fairly, in all material respects, the Company's consolidated financial position as of March 31, 2001, and December 31, 2000, the consolidated results of operations and comprehensive income for the three-month periods ended March 31, 2001, and 2000, and condensed consolidated cash flows for the three-month periods ended March 31, 2001, and 2000. All adjustments are of a normal and recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2000 Annual Report & Form 10-K filed on February 28, 2001. The December 31, 2000, consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. The results of operations for the three-month period ended March 31, 2001, are not necessarily indicative of the results to be expected for the full year. Certain amounts in the accompanying consolidated financial statements and notes thereto have been reclassified to conform to the current presentation. 2. Long-term debt consists of the following: March 31, December 31, 2001 2000 -------------------- -------------------- Variable-rate bank loans $ 60,400 $ 70,000 Foreign borrowings 15,241 15,916 Industrial revenue bonds 11,000 11,000 Miscellaneous 1,033 1,064 -------------------- -------------------- Total 87,674 97,980 Less amounts due within one year 290 299 -------------------- -------------------- Long-term debt $ 87,384 $ 97,681 ==================== ==================== 3. Cost of goods sold includes foreign exchange transaction (losses) gains of ($502) and $419 for the three-months ended March 31, 2001, and 2000, respectively. 4. Cash dividends declared for the three-month period ending March 31, 2001 totaled $0.26 per share which included a dividend of $0.13 per share declared on February 28, 2001, payable April 1, 2001, as well as a dividend of $0.13 per share declared March 28, 2001, payable July 1, 2001.

Page 9 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------- (In Thousands Except Share and Per-Share Amounts) (Unaudited) 5. Basic and diluted earnings per share for the three-month periods ended March 31, 2001, and 2000, are calculated as follows: Three Months Ended March, 31 -------------------------------------------- 2001 2000 ------------------- ------------------ Basic earnings per share Numerator: Income available to stockholders, as reported $ 22,545 $ 28,548 ------------------- ------------------ Denominator: Average number of shares of common stock outstanding 45,838 46,084 ------------------- ------------------ Basic earnings per share $ 0.49 $ 0.62 =================== ================== Diluted earnings per share Numerator: Income available to stockholders, as reported $ 22,545 $ 28,548 ------------------- ------------------ Denominator: Average number of shares of common stock outstanding 45,838 46,084 Shares issuable upon exercise of stock options 848 454 ------------------- ------------------ Total shares 46,686 46,538 ------------------- ------------------ Diluted earnings per share $ 0.48 $ 0.61 =================== ================== 6. On January 1, 2001, the Company adopted Financial Accounting Standards Board ("FASB") No. 133, "Accounting for Derivative Instruments and Hedging Activities". The Company's transition adjustment will not have a material effect on the financial position or results of operations in 2001. In connection with the adoption of FASB No. 133, the Company elected not to utilize hedge accounting. Consequently, changes in the fair value of derivatives are recognized in the Company's statement of operations.

Page 10 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------- (In Thousands Except Share and Per-Share Amounts) (Unaudited) 7. The significant differences between the U.S. Federal statutory income tax rate on pretax income and the effective income tax rate for the three-month periods ended March 31, 2001 and 2000, respectively are as follows: % of Income Before Income Taxes ------------------------------------------------------ Three Months Ended March 31, ---------------------------------------------------- 2001 2000 -------------------- -------------------- Federal statutory rate 35.0% 35.0% Foreign sales corporation benefit (2.5) (1.5) State taxes, net of federal tax benefit 1.0 0.6 Depletion (1.4) (0.9) Reversal of valuation allowance (3.3) - Other (0.4) (2.2) -------------------- -------------------- Effective income tax rate 28.4% 31.0% ==================== ==================== During the first quarter of 2001, the Company released a valuation allowance required on a deferred tax asset related to the Company's facilities in Louvain-la-Neuve, Belgium, which was established in 1996 when the Company's Olefins Businesses were sold. 8. The Company is a global manufacturer of specialty polymer and fine chemicals, currently grouped into two operating segments: Polymer Chemicals and Fine Chemicals. The operating segments were determined based on management responsibility. The Polymer Chemicals' segment is comprised of flame retardants, organometallics and catalysts, and polymer additives and intermediates. The Fine Chemicals' operating segment is comprised of agrichemicals and pharmachemicals and performance chemicals. Segment data includes intersegment transfers of raw materials at cost and foreign exchange gains and losses as well as allocations for certain corporate costs. The corporate and other expenses include corporate-related items not allocated to the reportable segments. Three Months Ended March 31, 2001 2000 Summary of segment results Revenues Income Revenues Income Polymer Chemicals $ 120,956 $ 20,858 $ 128,213 $ 26,928 Fine Chemicals 103,454 14,892 107,267 21,906 ---------- --------- ---------- --------- Segment totals $ 224,410 35,750 $ 235,480 48,834 ========== ========== Corporate and other expenses (4,776) (6,666) --------- --------- Operating profit 30,974 42,168 Interest and financing expenses (1,069) (1,767) Other income, net 1,582 973 --------- --------- Income before income taxes $ 31,487 $ 41,374 ========= =========

Page 11 ITEM 2. Management's Discussion and Analysis of Results of Operations and ------------------------------------------------------------------ Financial Condition, Additional Information and Recent Developments ------------------------------------------------------------------- The following is management's discussion and analysis of certain significant factors affecting the results of operations of Albemarle Corporation ("Albemarle" or "the Company") during the periods included in the accompanying consolidated statements of income and changes in the Company's financial condition since December 31, 2000. Some of the information presented in the following discussion may constitute forward-looking comments within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from its expectations. Factors that could cause actual results to differ from expectations include, without limitation, the timing of orders received from customers, the gain or loss of significant customers, competition from other manufacturers, changes in the demand for the Company's products, increases in the cost of the products, changes in the market in general, fluctuations in foreign currencies and significant changes in new product introduction resulting in an increase in capital project requests and approvals leading to additional capital spending. Results of Operations - --------------------- First Quarter 2001 Compared with First Quarter 2000 - --------------------------------------------------- Net sales for first quarter 2001 amounted to $224.4 million, down 4.7% or $11.1 million from first quarter 2000 net sales of $235.5 million primarily due to lower shipments and prices in the Company's zeolites business, lower shipments of catalysts and additives and the effects of foreign exchange offset, in part, by higher shipments in flame retardants, primarily acquisition products. The gross profit margin decreased to 26.5% in 2001 from 31.7% for the corresponding period in 2000. First-quarter 2001 operating profit was down 26.6% or $11.2 million from 2000 primarily due to lower shipments and lower sales pricing in surface actives (zeolites), higher overall raw material and energy costs, the impact of business interruptions at our plants and those of certain of our customers, net of accrued insurance recoveries and the unfavorable effects of foreign exchange (approximately $3.3 million). The Company's operating results also reflect the benefit of aggressive cost reduction efforts in first quarter 2001 versus first quarter 2000. Selling, general and administrative expenses and research and development expenses, decreased 12.2% or $3.9 million in the first quarter of 2001 versus first quarter 2000 due to aggressive cost reduction efforts. As a percentage of net sales, selling, general and administrative expenses, including research and development expenses, were 12.7% in 2001 versus 13.8% in the 2000 quarter.

Page 12 Operating Segments - ------------------ Net sales by reportable business operating segment for the first quarter periods ended March 31, 2001 and 2000 are as follows: Net Sales --------- 2001 2000 ---- ---- Polymer Chemicals $ 120,956 $ 128,213 Fine Chemicals 103,454 107,267 ---------- ---------- Segment totals $ 224,410 $ 235,480 ========== ========== Polymer Chemicals' net sales for first quarter 2001 decreased 5.6% or $7.3 million from first quarter 2000 primarily due to lower shipments in catalysts and additives ($9.0 million) offset, in part, by higher shipments in flame retardants ($2.1 million), primarily acquisition products. Fine Chemicals' net sales for first quarter 2001 decreased 3.5% or $3.8 million from first quarter 2000 primarily due to lower shipments and unfavorable pricing in surface actives (zeolites) partially offset by higher shipments in oilfield chemicals ($3.0 million). Operating profit by reportable business operating segment for the first quarter periods ended March 31, 2001, and 2000 are as follows: Operating Profit ---------------- 2001 2000 ---- ---- Polymer Chemicals $ 20,858 $ 26,928 Fine Chemicals 14,892 21,906 ---------- ---------- Segment totals 35,750 48,834 Corporate and other expenses (4,776) (6,666) ---------- ---------- Operating profit $ 30,974 $ 42,168 ========== ========== Polymer Chemicals' first quarter 2001 segment operating profit was down 22.5% or $6.1 million from first quarter 2000 primarily due to decreased shipments in catalysts and additives, higher overall raw material and energy costs, the impact of business interruptions at our plants and those of certain of our customers, net of accrued insurance recoveries and the unfavorable effects of foreign exchange in first quarter 2001 versus first quarter 2000. Fine Chemicals' first quarter 2001 segment operating profit decreased 32.0% or $7.0 million from first quarter 2000 primarily due to lower shipments and lower sales pricing in surface actives (zeolites), higher overall raw material and energy costs, and the impact of business interruptions at our plants, net of accrued insurance recoveries. Corporate and other expenses were down 28.4% percent or $1.9 million from first quarter 2000 primarily due to aggressive cost reduction efforts. Interest and Financing Expenses - ------------------------------- Interest and financing expenses for first quarter 2001 decreased $0.7 million from $1.8 million in first quarter 2000 primarily due to lower average outstanding debt. Other Income, Net - ----------------- Other income, net for the first quarter 2001 amounted to $1.6 million, up $0.6 million from the corresponding period in 2000.

Page 13 Income Taxes - ------------ Income taxes for first quarter 2001 were lower compared to the same period in 2000 due to lower income before taxes and the reversal of a deferred tax valuation allowance associated with one of the Company's foreign subsidiaries in 2001. The first quarter 2001 effective income tax rate was 28.4%, down from 31.0% in first quarter 2000. Financial Condition and Liquidity - --------------------------------- Cash and cash equivalents at March 31, 2001, were $14.6 million, representing a decrease of $4.7 million from $19.3 million at year-end 2000. Cash flows provided from operating activities of $31.4 million, net of $8.8 million working capital increase, for the first three months of 2001 together with $4.7 million of existing cash and cash equivalents were used to cover capital expenditures, repayment of debt, additional investments in the Company's joint ventures and payment of dividends. The Company anticipates that cash provided from operations in the future will be sufficient to pay its operating expenses, satisfy debt-service obligations and make dividend payments. The change in the Company's accumulated other comprehensive (loss) income from December 31, 2000, was primarily due to foreign currency adjustments, net of related deferred taxes, primarily related to the strengthening of the U.S. Dollar versus the Euro and the Japanese yen. The noncurrent portion of the Company's long-term debt amounted to $87.4 million at March 31, 2001, compared to $97.7 million at the end of 2000. The Company's long-term debt, including the current portion, as a percentage of total capitalization amounted to 13.4% at March 31, 2001. The Company's capital expenditures in the first three months of 2001 were higher than the same period of 2000. For the year capital expenditures are forecasted to be higher than the 2000 level. Capital spending will be financed primarily with cash flow from operations with additional cash, if any, provided from additional debt. The amount and timing of any additional borrowings will depend on the Company's specific cash requirements. The Company is subject to federal, state, local and foreign requirements regulating the handling, manufacture and use of materials (some of which may be classified as hazardous or toxic by one or more regulatory agencies), the discharge of materials into the environment and the protection of the environment. To the Company's knowledge, it currently is complying with and expects to continue to comply in all material respects with existing environmental laws, regulations, statutes and ordinances. Such compliance with federal, state, local and foreign environmental protection laws is not expected to have in the future a material effect on earnings or the competitive position of Albemarle. Among other environmental requirements, the Company is subject to the federal Superfund law, and similar state laws, under which the Company may be designated as a potentially responsible party and may be liable for a share of the costs associated with cleaning up various hazardous waste sites.

Page 14 Additional Information - ---------------------- Outlook In our Polymer Chemicals businesses, we are experiencing some pressure in our large volume flame retardant sales in the second quarter versus first quarter, primarily as a result of continued inventory adjustments due to the slowdown in the electronics market. Thus far in 2001, pricing has been maintained in this difficult environment. In catalysts and additives, our base catalysts should improve as the situation that caused business interruptions at one of our major customers appears to have been corrected. In addition, ethylene prices are beginning to fall and we are hopeful that we will see a pickup in the polyolefins demand sometime during the second quarter or thereafter that will drive growth in these businesses. In Fine Chemicals, our pharmachemicals sales continue to outpace our current production capability. Our inventory is low; however, we are continuing to meet our customers' needs and market our products internationally. The Company has just announced a thirty-percent expansion of our ibuprofen plant that will be completed in stages over the next 12 to 18 months. Agrichemicals sales are expected to decline slightly in the second quarter as is typically the case after seasonally strong fourth and first quarters. In performance chemicals, we have cost reduction efforts focused in all areas and are continuing to seek growth opportunities in oil field and water treatment products to help offset weakness in other areas of our business. We expect to see higher energy cost comparisons most of the year. External sources suggest that natural gas prices will likely continue in the $4-6 dollar range per million BTUs subject to weather related influences. At these levels, a $9-10 million increase after cost pass-throughs is expected over 2000. Raw materials were a significant cost issue for us in 2000, primarily the ethylene chain. Energy will likely become the major cost driver in 2001, with ethylene prices being significantly influenced by the price of natural gas. Bisphenol-A and other raw materials are a cost concern to us today and will likely continue to be so in the near term. In summary, we expect 2001 to be a good year for Albemarle and are hopeful the results will be ahead of 2000. We are seeing market slowdowns in some of our business areas along with continuing cost pressures from higher energy and raw material costs compared to 2000 levels. We are hopeful that earnings for the second quarter will be at comparable levels with fourth quarter 2000 and first quarter 2001 and that end market demand will pick up in the second half of the year. Additional information regarding the Company, its products, markets and financial performance is provided at the Company's Internet web site, www.Albemarle.com. Recent Developments - ------------------- On April 27, 2001, the Company announced that it had signed an agreement in principle to purchase, for approximately $44 million, Martinswerk GmbH, a specialty chemicals company, including manufacturing facilities and headquarters in Bergheim, Germany and Martinswerk's 50% stake in Magnifin Magnesia Produkte GmbH. Martinswerk had annual sales in 2000 of about $100 million in three businesses. The majority came from mineral-based flame retardants for the plastics and rubber markets. In addition, the company produces brightening pigments for high-quality paper applications and specialty aluminum oxides for polishing, catalyst and niche ceramic applications. Magnifin at its facilities at St.Jakobs/Breitenau, Austria produces high-purity magnesium hydroxide flame retardant products used in applications requiring higher processing temperatures. The purchase, which is subject to regulatory approval, is expected to be completed May 31, 2001.

Page 15 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk ---------------------------------------------------------- There have been no significant changes in our interest rate risk, marketable security price risk or raw material price risk from the information provided in our Form 10-K for the year ended December 31, 2000. Part II - OTHER INFORMATION - --------------------------- ITEM 3. Legal Proceedings ----------------- The Company and its subsidiaries are involved from time to time in legal proceedings of types regarded as common in the Company's businesses, particularly administrative or judicial proceedings seeking remediation under environmental laws, such as Superfund, and products liability litigation. While it is not possible to predict or determine the outcome of the proceedings presently pending, in the Company's opinion they should not result ultimately in liabilities likely to have a material adverse effect upon the results of operations or financial condition of the Company and its subsidiaries on a consolidated basis. ITEM 4. Submission to a Vote of Security Holders ----------------------------------------- At the annual meeting of shareholders held on March 28, 2001, the shareholders elected the directors nominated in the Proxy with the following affirmative votes and votes withheld: Director Affirmative Votes Votes Withheld - ---------------------- ----------------- -------------- Craig R. Andersson 42,208,503 3,625,691 Floyd D. Gottwald, Jr 42,141,660 3,692,534 John D. Gottwald 42,068,560 3,765,634 William M. Gottwald 42,072,568 3,761,626 Seymour S. Preston III 42,209,424 3,624,770 Mark C. Rohr 42,162,100 3,672,094 Charles E. Stewart 42,094,634 3,739,560 Charles B. Walker 42,151,937 3,682,257 Anne M. Whittemore 42,100,345 3,733,849 The shareholders also approved the selection of PricewaterhouseCoopers LLP as the Company's auditors with 43,051,979 affirmative votes, 264,482 negative votes and 2,517,733 abstentions. ITEM 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits The following documents are filed as exhibits to this Form 10-Q pursuant to Item 601 of Regulation S-K: 3(ii). By-Laws as amended effective March 28, 2001 (filed herewith) 99. List of Albemarle Corporation Officers (filed herewith) (b) No reports on Form 8-K have been filed during the quarter for which this report is filed.

Page 16 SIGNATURES ---------- 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 27, 2001 By: s/ Robert G. Kirchhoefer --------------------------- Robert G. Kirchhoefer Treasurer and Chief Accounting Officer (Principal Accounting Officer)

Page 1 EXHIBIT 3(ii) - ------------- ALBEMARLE CORPORATION --------------------- BY-LAWS ------- ARTICLE I --------- Meeting of Shareholders ----------------------- Section 1. Places of Meetings. All meetings of the shareholders shall be held at such place, either within or without the Commonwealth of Virginia, as may, from time to time, be fixed by the Board of Directors. Section 2. Annual Meetings. The annual meeting of the shareholders, for the election of directors and transaction of such other business as may come before the meeting, shall be held each year at 11:00 a.m. EST on the fourth Wednesday in March or at such other date and time as the Board of Directors of the Corporation may designate from time to time. Section 3. Special Meetings. Special meetings of shareholders for any purpose or purposes may be called at any time by the Chief Executive Officer, the Chairman of the Board or by a majority of the Board of Directors. At a special meeting, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting. Section 4. Notice of Meetings. Except as otherwise required by law or these By-laws, written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten (10) nor more than sixty (60)days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his or her address which appears in the share transfer books of the Corporation. Meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting. Section 5. Quorum. Except as otherwise required by the Articles of Incorporation, any number of shareholders together holding at least a majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting. Section 6. Voting. At any meeting of the shareholders each shareholder of a class entitled to vote on the matters coming before the meeting shall have one vote, in person or by proxy, for each share of capital stock standing in his or her name on the books of the Corporation at the time of such meeting or on any date fixed by the Board of Directors not more than seventy (70) days prior to the meeting.

Page 2 Section 7. Voting List. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number of shares held by each. Such list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation or at its principal place of business or at the office of its transfer agent or registrar and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. If the requirements of this section have not been substantially complied with, the meeting shall, on the demand of any shareholder in person or by proxy, be adjourned until the requirements are complied with. Section 8. Shareholder Proposals. (a) Annual Meetings of Shareholders. (i) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders only (A) pursuant to the Corporation's notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or (C) by any shareholder of the Corporation who was a shareholder of record of the Corporation who is entitled to vote at the meeting at the time the notice provided for in this section is delivered to the Secretary of the Corporation and who complies with the notice procedures set forth in this section. (ii) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (C) of paragraph (a)(i) of this section, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business other than the nominations of persons for election to the Board of Directors must constitute a proper matter for shareholder action. To be timely, a shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth day nor earlier than the close of business on the one hundred twentieth day prior to the first anniversary of the preceding year's annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty days before or more than seventy days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholder's notice as described above. Such shareholder's notice shall set forth: (A) as to each person whom the shareholder proposes to nominate for election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (and such person's written consent to being named in the proxy statement as a nominee and to serving as such a director if elected);(B) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the By-laws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and for the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the shareholder giving the notice and the beneficial

Page 3 owner, if any, on whose behalf the nomination or proposal is made (1) the name and address of such shareholder, as they appear on the Corporation's books, and of such beneficial owner, (2) the class and number of shares of capital stock of the Corporation that are owned beneficially and of record by such shareholder and such beneficial owner, (3) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group that intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from shareholders in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the Corporation of his intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such shareholder's proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. (iii) Notwithstanding anything in the second sentence of paragraph (a)(ii) of this section to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred days prior to the first anniversary of the preceding year's annual meeting, a shareholder's notice required by this section shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation. (b) Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation's notice of meeting (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any shareholder of the Corporation who is a shareholder of record at the time the notice provided for in this section is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this section. In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholder entitled to vote in such election of directors may nominate a person or persons, as the case may be, for election to such position(s) as specified in the Corporation's notice of meeting, if the shareholder's notice required by paragraph (a)(ii) of this section is delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth day prior to such special meeting, and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for giving of a shareholder's notice as described above.

Page 4 (c) General. (i) Only such persons who are nominated in accordance with the procedures set forth in this section shall be eligible at an annual or special meeting of shareholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this section. Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty (A) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this section (including whether the shareholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such shareholder's nominee or proposal in compliance with such shareholder's representation as required by clause (a)(ii)(C) of this section) and (B) to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this section, if the shareholder (or a designated representative of the shareholder) does not appear at the annual or special meeting of shareholders of the Corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. (ii) For purposes of this section, "public announcement" shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (iii) Notwithstanding the foregoing provisions of this section, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this section. Nothing in this section shall be deemed to affect any rights (A) of shareholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the articles of incorporation. Section 9. Inspectors. An appropriate number of inspectors for any meeting of shareholders shall be appointed by the Chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

Page 5 ARTICLE II ---------- Directors --------- Section 1. General Powers. The property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board. Section 2. Number of Directors. The Board of Directors shall be nine (9) in number. By amendment of these Bylaws the Board of Directors or the shareholders may increase or decrease the number of directors; provided, however, that the Board of Directors may not increase or decrease the number of directors by more than thirty percent of the number of directors last elected by the shareholders. Section 3. Election of Directors. (a) Directors shall be elected each year at the annual meeting of shareholders. (b) Directors shall hold their offices until the next annual meeting of the shareholders and until their successors are elected. Any director may be removed from office as set forth in the Articles of Incorporation. (c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors though less than a quorum of the Board of Directors. (d) A majority of the number of directors fixed by these By-laws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 4. Meetings of Directors. Meetings of the Board of Directors shall be held at places within or without the Commonwealth of Virginia and at times fixed by resolution of the Board or upon call of the Chief Executive Officer or the Chairman of the Board, and the Secretary or officer performing the Secretary's duties shall give not less than twenty-four (24) hours notice by letter, telegraph or telephone (or in person) of all meetings of the directors, provided that notice need not be given of regular meetings held at times and places fixed by resolution of the Board. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. Directors may be allowed, by resolution of the Board, a reasonable fee and expenses for attendance at meetings.

Page 6 ARTICLE III ----------- Committees ---------- Section 1. Executive Committee. The Board of Directors shall, by vote of a majority of the number of Directors fixed by these By-laws, designate an Executive Committee. The members of the Executive Committee shall serve until their successors are designated by the Board of Directors, until removed or until the Executive Committee is dissolved by the Board of Directors. All vacancies which may occur in the Executive Committee shall be filled by the Board of Directors. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, the Articles of Incorporation or these By-laws, except as otherwise provided in the Virginia Stock Corporation Act. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors. Meetings of the Executive Committee shall be held at such places and at such times fixed by resolution of the Committee, or upon call of the Chief Executive Officer, the Chairman of the Board or the Chairman of the Executive Committee. Not less than twelve (12) hours notice shall be given by letter, telegraph or telephone (or in person) of all meetings of the Executive Committee, provided that notice need not be given of regular meetings held at times and places fixed by resolution of the Committee and that meetings may be held at any time without notice if all of the members of the Committee are present or if those not present waive notice in writing either before or after the meeting. A majority of the members of the Executive Committee then serving shall constitute a quorum for the transaction of business at any meeting. Section 2. Executive Compensation Committee. The Board of Directors, at its regular annual meeting, shall designate an Executive Compensation Committee which shall consist of three or more Directors who shall not be eligible for bonus, stock option or stock appreciation rights. In addition, the Board at any time may designate one or more alternate members of such Committee who shall be Directors not eligible for bonus, stock option or stock appreciation rights who may act in place of any absent regular member upon invitation by the Chairman or Secretary of the Committee. With respect to bonuses, the Executive Compensation Committee shall have and may exercise the powers to determine the amounts annually available for bonuses pursuant to any bonus plan or formula approved by the Board, to determine, after receiving the recommendations of the Chief Executive Officer and other members of management, bonus awards to executive officers and to exercise such further powers with respect to bonuses as may from time to time be conferred by the Board of Directors. With respect to salaries, the Executive Compensation Committee, after receiving the recommendations of the Chief Executive Officer and other members of management, shall have and may exercise the power to fix and determine from time to time all salaries of the executive officers of the Corporation, and such further powers with respect to salaries as may from time to time be conferred by the Board of Directors. The Executive Compensation Committee shall administer the Corporation's Incentive Stock Option Plan (the "Plan") and from time to time may grant, consistent with the Plan, stock options and stock appreciation rights and authorize the granting of restricted stock awards. Vacancies in the Executive Compensation Committee shall be filled by the Board of Directors, and members shall be subject to removal by the Board at any time. The Executive Compensation Committee shall fix its own rules of procedure. A majority of the number of regular members then serving shall constitute a quorum; and regular and alternate members present shall be counted to determine whether there is a quorum. The Executive Compensation Committee shall keep minutes of its meetings, and all action taken by it shall be reported to the Board of Directors.

Page 7 Section 3. Audit Committee. The Board of Directors at its regular annual meeting shall designate an Audit Committee which shall consist of three or more Directors whose membership on the Committee shall meet the requirements set forth in the rules of the New York Stock Exchange, as amended from time to time. The primary function of the Committee shall be to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing and overseeing (i) the financial reports and other financial information provided by the Corporation to any governmental body or the public, (ii) the Corporation's system of internal controls regarding finance and accounting that the Corporation's management and the Board have established, (iii) the independence of the Corporation's outside auditors and the performance of the Corporation's internal and outside auditors and (iv) the Corporation's auditing, accounting and financial reporting processes generally. The Committee shall review the reports and minutes of any audit committees of the Corporation's subsidiaries. The Committee shall review the Corporation's financial reporting process, including accounting policies and procedures. The Committee shall examine the report of the Corporation's outside auditors, consult with them with respect to their report and the standards and procedures employed by them in their audit, report to the Board the results of its study and recommend the selection of auditors for each fiscal year. Vacancies in the Committee shall be filled by the Board of Directors with Directors meeting the requirements set forth above, giving consideration to continuity of the Committee, and members shall be subject to removal by the Board at any time. The Committee shall fix its own rules of procedure and a majority of the members serving shall constitute a quorum. The Committee shall meet at least twice a year with both the Corporation's internal and outside auditors present. The Committee shall keep minutes of all of its meetings and all action taken shall be reported to the Board of Directors. Section 4. Nominating Committee. The Board of Directors shall designate a Nominating Committee which shall consist of three or more Directors. The Committee shall make recommendations to the Board regarding nominees for election as Directors by the shareholders at each Annual Shareholders' Meeting and make such other recommendations regarding the Board of Directors as the Committee may deem advisable from time to time. The Committee shall fix its own rules of procedure and a majority of the members serving shall constitute a quorum. Section 5. Other Committees of the Board. The Board of Directors, by resolution duly adopted, may establish such other committees of the Board as it may deem advisable and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

Page 8 ARTICLE IV ---------- Officers -------- Section 1. Election. The officers of the Corporation may consist of a Chief Executive Officer, a Chairman of the Board, a Vice Chairman of the Board, a President, one or more Vice Presidents (any one or more of whom may be designated as Executive Vice Presidents or Senior Vice Presidents), a Secretary and a Treasurer. In addition, such other officers as are provided in Section 3 of this Article may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors or until their successors are elected. The Chairman of the Board and the Vice Chairman of the Board shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine. Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time by a resolution passed at any meeting by affirmative vote of a majority of the number of Directors fixed by these By-laws. Vacancies may be filled at any meeting of the Board of Directors. Section 3. Other Officers. Other officers may from time to time be elected by the Board, including, without limitation, one or more Assistant Secretaries and Assistant Treasurers. Section 4. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are hereinafter provided and as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit. Section 5. Duties of the Chief Executive Officer. The Chief Executive Officer shall be responsible for the execution of the policies of the Board of Directors and shall have supervision over the business of the Corporation and its several officers, subject to the authority of the Board of Directors. In the incapacity or absence of the President, the Chief Executive Officer shall perform the duties and have the authority of the President. The Chief Executive Officer may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the Chief Executive Officer and such other duties as from time to time may be assigned to him by the Board of Directors. Section 6. Chairman of the Board. The Chairman of the Board shall preside at all meetings of shareholders, the Board of Directors and, unless there is a Chairman of the Executive Committee, the Executive Committee. The Chairman of the Board may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the Chairman of the Board and such other duties as from time to time may be assigned to him by the Board of Directors.

Page 9 Section 7. Duties of the Vice Chairman of the Board. The Vice Chairman of the Board shall perform all duties incident to the office of the Vice Chairman of the Board and shall have such other powers and duties as may from time to time be assigned to him by the Board of Directors, the Chief Executive Officer or the Chairman of the Board. The Vice Chairman of the Board may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. Section 8. Duties of the President. The President shall be the Chief Operating Officer of the Corporation and shall have direct supervision over the business of the Corporation subject to the authority of the Board of Directors, the Chief Executive Officer and the Chairman of the Board. The President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him. Section 9. Duties of the Vice Presidents. Each Vice President of the Corporation (including any Executive Vice President and Senior Vice President) shall have powers and duties that are customary for that office and such other powers and duties as may from time to time be assigned to him. Any Vice President of the Corporation may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. Section 10. Duties of the Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, and shall cause all such funds and securities to be deposited in such banks and depositories as the Board of Directors from time to time may direct. He shall maintain adequate accounts and records of all assets, liabilities and transactions of the Corporation in accordance with generally accepted accounting practices; shall exhibit his accounts and records to any of the Directors of the Corporation at any time upon request at the office of the Corporation; shall render such statements of his accounts and records and such other statements to the Board of Directors and officers as often and in such manner as they shall require; and shall make and file (or supervise the making and filing of) all tax returns required by law. He shall in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him.

Page 10 Section 11. Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and the shareholders of the Corporation, and shall keep the minutes thereof in the proper book or books to be provided for that purpose. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all certificates for stock of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with the provisions of these By-laws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that the reports, statements and other documents required by law (except tax returns) are properly filed; and shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him. Section 12. Other Duties of Officers. Any officer of the Corporation shall have, in addition to the duties prescribed herein or by law, such other duties as from time to time shall be prescribed.

Page 11 ARTICLE V --------- Capital Stock ------------- Section 1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed by the Chief Executive Officer or the Chairman of the Board and by the Secretary or an Assistant Secretary and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of the stock of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing stock of such class or classes. In the event that any officer whose signature or facsimile thereof shall have been used on a stock certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation. Section 2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may, in its discretion, cause one or more new certificates for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require. Section 3. Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner. Section 4. Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof, or entitled to receive payment for any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. Except as otherwise required by law, when a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section such determination shall apply to any adjournment thereof.

Page 12 ARTICLE VI ---------- Miscellaneous Provisions ------------------------ Section 1. Seal. The seal of the Corporation shall consist of a flat-face circular die, of which there may be any number of counterparts, on which there shall be engraved in the center the words "Albemarle Corporation." Section 2. Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year. Section 3. Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and Board of Directors; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series of the shares being held. Section 4. Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile. Section 5. Amendment of By-laws. These By-laws may be amended or altered at any meeting of the Board of Directors. The shareholders entitled to vote in respect of the election of directors, however, shall have the power to rescind, alter, amend or repeal any By-laws and to enact By-laws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors. Section 6. Voting of Stock Held. The Chief Executive Officer, the Chairman of the Board or such other officer or officers as may be designated by the Board of Directors or the Executive Committee shall from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a shareholder or otherwise in any other corporation any of whose stock or securities may be held in this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any of such other corporation, and shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises; or, in lieu of such appointment, the Chief Executive Officer, the Chairman of the Board or any such designated officer or officers may attend in person any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation. Section 7. Control Share Acquisition Statute. Article 14.1 of the Virginia Stock Corporation Act ("Control Share Acquisitions") shall not apply to acquisitions of shares of stock of the Corporation.

EXHIBIT 99
- ----------

                                         List of Albemarle Corporation Officers
                                         --------------------------------------

Name                              Title
- --------------------------------------------------------------------------------
Floyd D. Gottwald, Jr.*           Chief Executive Officer and Chairman
                                     of the Executive Committee

William M. Gottwald*              Chairman of the Board and Secretary to the
                                     Executive Committee as Management Committee

Charles B. Walker*                Vice Chairman of the Board and Chief Financial
                                     Officer

Mark C. Rohr                      President and Chief Operating Officer

E. Whitehead Elmore               Executive Vice President, General Counsel
                                     and Secretary

John G. Dabkowski                 Vice President-Polymer Chemicals

Thomas F. Dominick                Vice President-Development Resources

Dixie E. Goins                    Vice President-Science and Technology

Jack P. Harsh                     Vice President-Human Resources

George A. Newbill                 Vice President-Sourcing Organization

John M. Steitz                    Vice President-Fine Chemicals

Gary L. Ter Haar                  Vice President-Health and Environment

Michael D. Whitlow                Vice President-Americas Sales and Global
                                     Accounts

Edward G. Woods                   Vice President-Corporate Development

Michael J. Zobrist                Vice President-Investor Relations/External
                                     Affairs

Robert G. Kirchhoefer             Treasurer and Chief Accounting Officer


*Member of the Executive Committee