AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1998
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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549
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                                SCHEDULE 13E-4
                         ISSUER TENDER OFFER STATEMENT
                     (Pursuant to Section 13(e)(1) of the
                       Securities Exchange Act of 1934)



                             ALBEMARLE CORPORATION
                               (Name of Issuer)


                             ALBEMARLE CORPORATION
                     (Name of Person(s) Filing Statement)


                                 COMMON STOCK
                        (Title of Class of Securities)


                                  012 653 101
                     (CUSIP Number of Class of Securities)


                           E. WHITEHEAD ELMORE, ESQ.
             SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                             ALBEMARLE CORPORATION
                            330 SOUTH FOURTH STREET
                            RICHMOND, VIRGINIA 23219
                                (804) 788-6000
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications
                 on Behalf of the Person(s) Filing Statement)
                                ---------------
                                  COPIES TO:
                            ALLEN C. GOOLSBY, ESQ.
                               HUNTON & WILLIAMS
                         RIVERFRONT PLAZA, EAST TOWER
                             951 EAST BYRD STREET
                           RICHMOND, VIRGINIA 23219

                                AUGUST 24, 1998
                      (Date Tender Offer First Published,
                      Sent or Given to Security Holders)

                           CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE - ------------------------ --------------------- $ 97,500,000 $19,500
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- * Calculated solely for the purpose of determining the filing fee, based upon the purchase of 5,000,000 shares at $19.50 per share. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. (a) The issuer of the securities to which this Schedule 13E-4 relates is Albemarle Corporation, a Virginia corporation (the "Company"), and the address of its principal executive office is 330 South Fourth Street, Richmond, Virginia 23219. (b) This Schedule 13E-4 relates to the offer by the Company to purchase 5,000,000 shares (or such lesser number of shares as are properly tendered) of its common stock, par value $.01 per share (the "Shares"), 52,797,116 of which Shares were outstanding as of July 31, 1998, at prices not in excess of $19.50 nor less than $17.00 net per Share in cash upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 24, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal (or similar materials distributed to participants in the Company's employee savings plan), which together constitute the "Offer," copies of which are attached as Exhibit (a)(1) and (a)(2), respectively, and incorporated herein by reference. Executive officers and directors of the Company may participate in the Offer on the same basis as the Company's other shareholders, although the Company has been advised that no director or executive officer of the Company intends to tender any Shares pursuant to the Offer. The information set forth in "Introduction" and "The Offer -- Section 1, Number of Shares; Proration" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "Introduction" and the "The Offer -- Section 8, Price Range of Shares; Dividends" of the Offer to Purchase is incorporated herein by reference. (d) Not applicable. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) The information set forth in "The Offer -- Section 9, Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)-(j) The information set forth in "Introduction" and "The Offer -- Section 9, Source and Amount of Funds," "The Offer -- Section 2, Purpose of the Offer; Certain Effects of the Offer," "The Offer -- Section 11, Interest of Directors and Officers; Transactions and Arrangements Concerning Shares" and "The Offer -- Section 12, Effects of the Offer on the Market for Shares; Registration under the Exchange Act" of the Offer to Purchase is incorporated herein by reference. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in "The Offer -- Section 11, Interest of Directors and Officers; Transactions and Arrangements Concerning Shares" and Schedule A, "Certain Transactions Involving Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in "Introduction" and "The Offer -- Section 9, Source and Amount of Funds," "The Offer -- Section 2, Purpose of the Offer; Certain Effects of the Offer," and "The Offer -- Section 11, Interest of Directors and Officers; Transactions and Arrangements Concerning Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 6. PERSONS RETAINED, EMPLOYED, OR TO BE COMPENSATED. The information set forth in "Introduction" and "The Offer -- Section 16, Fees and Expenses" of the Offer to Purchase is incorporated herein by reference. ITEM 7. FINANCIAL INFORMATION. (a)-(b) The information set forth in "The Offer -- Section 10, Certain Information Concerning the Company" of the Offer to Purchase is incorporated herein by reference, the information set forth on pages 23 through 41 of the Company's Annual Report to Shareholders incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 1997, filed as Exhibit (g)(1) hereto, is incorporated herein by reference, and the information set forth on pages 3 through 10 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed as Exhibit (g)(2) is incorporated herein by reference. 1 ITEM 8. ADDITIONAL INFORMATION (a) Not applicable. (b) The information set forth in "The Offer -- Section 13, Certain Legal Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "The Offer -- Section 12, Effect of the Offer on the Market for Shares; Registration under the Exchange Act" of the Offer to Purchase is incorporated herein by reference. (d) Not applicable. (e) The information set forth in the Offer to Purchase and Letter of Transmittal is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Form of Offer to Purchase, dated August 24, 1998. (2) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Form W-9). (3) Form of Notice of Guaranteed Delivery. (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (6) Form of Memorandum, dated August 24, 1998, to Participants in the Savings Plan for the Employees of Albemarle Corporation. (7) Text of Press Release issued by the Company, dated August 21, 1998. (8) Form of Summary Advertisement, dated August 24, 1998. (9) Form of Letter to Shareholders of the Company, dated August 24, 1998, from Floyd D. Gottwald, Jr., Chairman of the Board and Chief Executive Officer of the Company. (10) Form of Letter to Participants in the Savings Plan for the Employees of Albemarle Corporation, dated August 24, 1998, from Floyd D. Gottwald, Jr., Chairman of the Board and Chief Executive Officer of the Company. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g)(1) Pages 23 through 41 of the Company's Annual Report to Shareholders incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 1997. (2) Pages 3 through 10 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 incorporated by reference thereto. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13E-4 is true, complete and correct. August 24, 1998 ALBEMARLE CORPORATION By: /s/ Charles B. Walker ------------------------------------ Charles B. Walker Vice Chairman and Chief Financial Officer 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------------------- ------------------------------------------------------------------------------------------------------- (a) (1) Form of Offer to Purchase, dated August 24, 1998. (2) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Form W-9). (3) Form of Notice of Guaranteed Delivery. (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (6) Form of Memorandum, dated August 24, 1998, to Participants in the Savings Plan for the Employees of Albemarle Corporation. (7) Text of Press Release issued by the Company, dated August 21, 1998. (8) Form of Summary Advertisement, dated August 24, 1998. (9) Form of Letter to Shareholders of the Company, dated August 24, 1998, from Floyd D. Gottwald, Jr., Chairman of the Board and Chief Executive Officer of the Company. (10) Form of Letter to Participants in the Savings Plan for the Employees of Albemarle Corporation, dated August 24, 1998, from Floyd D. Gottwald, Jr., Chairman of the Board and Chief Executive Officer of the Company. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g) (1) Pages 23 through 41 of the Company's Annual Report to Shareholders incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 1997. (2) Pages 3 through 10 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 incorporated by reference thereto.
4

                                                                  EXHIBIT (A)(1)





                             Albemarle Corporation
                       Offer To Purchase For Cash Up To
                     5,000,000 Shares Of Its Common Stock
                  At A Purchase Price Not In Excess Of $19.50
                        Nor Less Than $17.00 Per Share
          THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
        5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, SEPTEMBER 22, 1998,
                         UNLESS THE OFFER IS EXTENDED.
     
                                ---------------
Albemarle Corporation, a Virginia corporation (the "Company"), hereby invites
its shareholders to tender shares of its Common Stock, $.01 par value per share
(the "Shares"), at prices not in excess of $19.50 nor less than $17.00 net per
Share in cash, as specified by shareholders tendering their Shares, upon the
terms and subject to the conditions set forth herein and in the related Letter
of Transmittal (or similar materials distributed to participants in the Savings
Plan for the Employees of Albemarle Corporation), which together constitute the
"Offer." The Company will determine the single per Share price, not in excess
of $19.50 nor less than $17.00 per Share, net to the seller in cash (the
"Purchase Price"), that it will pay for Shares properly tendered pursuant to
the Offer, taking into account the number of Shares so tendered and the prices
specified by tendering shareholders. The Company will select the lowest
Purchase Price that will allow it to buy 5,000,000 Shares (or such lesser
number of Shares as are properly tendered at prices not in excess of $19.50 nor
less than $17.00 net per Share). All Shares properly tendered at prices at or
below the Purchase Price and not properly withdrawn will be purchased at the
Purchase Price, subject to the terms and the conditions of the Offer, including
the proration and conditional tender provisions. All Shares acquired in the
Offer will be acquired at the Purchase Price. The Company reserves the right,
in its sole discretion, to purchase more than 5,000,000 Shares pursuant to the
Offer. See Section 15.

THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED,
BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7.

The Shares are listed and traded on the New York Stock Exchange (the "NYSE").
On August 21, 1998, the last full trading day on the NYSE prior to the
announcement and commencement of the Offer, the closing per Share sales price
as reported on the NYSE Composite Tape was $17.4375. SHAREHOLDERS ARE URGED TO
OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 8.

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER.
HOWEVER, NONE OF THE COMPANY, ITS BOARD OF DIRECTORS OR THE DEALER MANAGER
MAKES ANY RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN
FROM TENDERING THEIR SHARES. EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHAT PRICE OR PRICES SHARES
SHOULD BE TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR
EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
                                   IMPORTANT


     Any shareholder wishing to tender all or any part of his Shares should
either (a) complete and sign a Letter of Transmittal (or a facsimile thereof)
in accordance with the instructions in the Letter of Transmittal and either
mail or deliver it with any required signature guarantee and any other required
documents to Harris Trust and Savings Bank (the "Depositary"), and either mail
or deliver the stock certificates for such Shares to the Depositary (with all
such other documents) or tender such Shares pursuant to the procedure for
book-entry tender set forth in Section 3, or (b) request a broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
such shareholder. Holders of Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee should contact such person if
they desire to tender their Shares. Any shareholder who desires to tender
Shares and whose certificates for such Shares cannot be delivered to the
Depositary or who cannot comply with the procedure for book-entry transfer or
whose other required documents cannot be delivered to the Depositary, in any
case, by the expiration of the Offer must tender such Shares pursuant to the
guaranteed delivery procedure set forth in Section 3.

     TO PROPERLY TENDER SHARES, SHAREHOLDERS MUST COMPLETE THE SECTION OF THE
LETTER OF TRANSMITTAL RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES.
 

     Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent or to the Dealer Manager at
their respective addresses and telephone numbers set forth on the back cover of
this Offer to Purchase.

     THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY OR THE DEALER MANAGER AS TO WHETHER SHAREHOLDERS SHOULD
TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS
NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE
RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE DEALER MANAGER.
                                ---------------
                     The Dealer Manager for the Offer is:

                  [Credit Suisse First Boston Corporation logo]

                                  
 
August 24, 1998


                               TABLE OF CONTENTS



SECTION PAGE - --------- SUMMARY .................................................................................. S-1 INTRODUCTION ............................................................................. 1 THE OFFER ................................................................................ 2 1. Number of Shares; Proration .................................................... 2 2. Purpose of the Offer; Certain Effects of the Offer ............................. 4 3. Procedures for Tendering Shares ................................................ 5 4. Withdrawal Rights .............................................................. 8 5. Purchase of Shares and Payment of Purchase Price ............................... 8 6. Conditional Tender of Shares ................................................... 9 7. Certain Conditions of the Offer ................................................ 9 8. Price Range of Shares; Dividends ............................................... 11 9. Source and Amount of Funds ..................................................... 11 10. Certain Information Concerning the Company .................................... 11 11. Interest of Directors and Officers; Transactions and Arrangements Concerning 19 Shares 12. Effects of the Offer on the Market for Shares; Registration under the Exchange 19 Act 13. Certain Legal Matters; Regulatory Approvals ................................... 19 14. Certain Federal Income Tax Consequences ....................................... 20 15. Extension of Offer; Termination; Amendment .................................... 22 16. Fees and Expenses ............................................................. 23 17. Miscellaneous ................................................................. 23 SCHEDULE A Certain Transactions Involving Shares ........................................ A-1
SUMMARY THIS GENERAL SUMMARY IS SOLELY FOR THE CONVENIENCE OF THE COMPANY'S SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF, AND MORE SPECIFIC DETAILS CONTAINED IN, THIS OFFER TO PURCHASE. Purchase Price........ The Company will select a single Purchase Price, which will be not more than $19.50 nor less than $17.00 net per Share. All Shares purchased by the Company will be purchased at the Purchase Price, even if such Shares were tendered at or below the Purchase Price. Each shareholder desiring to tender Shares must specify in the Letter of Transmittal the minimum price (not more than $19.50 nor less than $17.00 net per Share) at which such shareholder is willing to have his or her Shares purchased by the Company. Number of Shares to be Purchased............ 5,000,000 Shares (or such lesser number of Shares as are properly tendered). How to Tender Shares... See Section 3. Call the Information Agent or the Dealer Manager or consult your broker for assistance. Brokerage Commissions........... None for shareholders who have Shares registered in their own names and who tender directly to the Depositary. A tendering shareholder who holds securities with such shareholder's broker or bank may be required by such institution to pay a service charge or other fee. Stock Transfer Tax.... None, if payment is made to the registered holder. Expiration and Proration Dates................ Tuesday, September 22, 1998, at 5:00 P.M., New York City time, unless extended by the Company. Payment Date.......... As soon as practicable after the expiration of the Offer. Position of the Company and its Directors.... Neither the Company nor its Board of Directors makes any recommendation to any shareholder as to whether to tender or refrain from tendering Shares. Withdrawal Rights..... Tendered Shares may be withdrawn at any time prior to 5:00 P.M., New York City time, on Tuesday, September 22, 1998, unless the Offer is extended by the Company, and, unless previously purchased, after 12:00 Midnight, New York City time, on Wednesday, October 21, 1998. See Section 4. Third Quarter Dividend.............. All shareholders of record at the close of business on September 15, 1998, will be entitled to the third quarter dividend of $.09 per share to be paid on October 1, 1998, regardless whether such shareholders tender their Shares pursuant to the Offer before or after the record date. Odd Lots.............. There will be no proration of Shares tendered by any shareholder owning beneficially fewer than 100 Shares who properly tenders all Shares owned, and does not properly withdraw any Shares owned, prior to the Proration Date at prices at or below the Purchase Price and who checks the "Odd Lots" box in the Letter of Transmittal. See Section 1. Further Developments Regarding the Offer... Call the Information Agent or the Dealer Manager or consult your broker. S-1 (This Page Intentionally Left Blank) TO THE HOLDERS OF COMMON STOCK OF ALBEMARLE CORPORATION: INTRODUCTION Albemarle Corporation, a Virginia corporation (the "Company"), invites its shareholders to tender shares of its common stock, $.01 par value per share (the "Shares"), at prices not in excess of $19.50 nor less than $17.00 net per Share, as specified by shareholders tendering their Shares, upon the terms and subject to the conditions set forth herein and in the related Letter of Transmittal (or similar materials distributed to participants in the Savings Plan for the Employees of Albemarle Corporation), which together constitute the "Offer." The Company will determine the single per Share price, not in excess of $19.50 nor less than $17.00 per Share, net to the seller in cash (the "Purchase Price"), that it will pay for Shares properly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the lowest Purchase Price that will allow it to buy 5,000,000 Shares (or such lesser number of Shares as are properly tendered). All Shares acquired in the Offer will be acquired at the Purchase Price. All Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn will be purchased at the Purchase Price upon the terms and subject to the conditions of the Offer, including the proration and conditional tender provisions. Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration or conditional tender will be returned. The Company reserves the right, in its sole discretion, to purchase more than 5,000,000 Shares pursuant to the Offer. See Section 15. THIS OFFER IS NOT CONDITIONED UPON THE TENDER OF ANY MINIMUM NUMBER OF SHARES BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. Upon the terms and subject to the conditions of the Offer, if at the expiration of the Offer more than 5,000,000 Shares are properly tendered at or below the Purchase Price and not properly withdrawn, the Company will buy Shares first from all Odd Lot Holders (as defined in Section 1) who properly tendered all their Shares at or below the Purchase Price (and did not properly withdraw them prior to the expiration of the Offer) and then on a PRO RATA basis from all other shareholders who properly tendered at prices at or below the Purchase Price (and did not properly withdraw them prior to the expiration of the Offer). See Section 1. All stock certificates representing Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and not properly withdrawn and Shares not purchased because of proration or conditional tenders, will be returned at the Company's expense to the shareholders who tendered such Shares. The Purchase Price will be paid net to the tendering shareholder in cash for all Shares purchased. Registered shareholders who tender their Shares directly to the Depositary will not be obligated to pay brokerage commissions, solicitation fees to the Dealer Manager, Information Agent or the Depositary or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Company. A tendering shareholder who holds securities with such shareholder's broker or bank may be required by such institution to pay a service charge or other fee. HOWEVER, ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE, SIGN AND RETURN TO THE DEPOSITARY THE FORM W-9 THAT IS INCLUDED WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3. The Company will pay all fees and expenses of Credit Suisse First Boston Corporation ("Credit Suisse First Boston" or the "Dealer Manager"), Harris Trust and Savings Bank (the "Depositary") and Corporate Investor Communications, Inc. (the "Information Agent") incurred in connection with the Offer. See Section 16. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER. HOWEVER, NONE OF THE COMPANY, ITS BOARD OF DIRECTORS OR THE DEALER MANAGER MAKES ANY RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHAT PRICE OR PRICES SHARES SHOULD BE TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. Shareholders who are participants in the Albemarle Corporation Dividend Reinvestment and Stock Purchase Plan (the "Dividend Reinvestment Plan") may instruct Harris Trust and Savings Bank, as administrator under the Dividend Reinvestment Plan, to tender part or all of the Shares attributed to such participant's account and in each case must specify the price or prices at which such Shares are to be tendered. See Section 3. 1 The Savings Plan for the Employees of Albemarle Corporation (the "Savings Plan") holds Shares (approximately 7.7% of the outstanding Shares) in accounts for participants in the Savings Plan. Merrill Lynch Trust Company (the "Savings Plan Trustee"), serves as trustee for the Savings Plan. Under the terms of the Savings Plan, a participant may instruct the Savings Plan Trustee to tender all or part of the Shares allocated to one or more of the participant's accounts and, in such case, must specify the price at which such Shares are to be tendered. See Section 3. The special Odd Lot purchase rules described below do not apply to any Shares held in a Savings Plan account. See Section 1. As of July 31, 1998, the Company had issued and outstanding 52,797,116 Shares and had reserved 1,140,295 Shares for issuance upon exercise of currently exercisable outstanding stock options. The 5,000,000 Shares that the Company is offering to purchase pursuant to the Offer represent approximately 9.5% of the outstanding Shares. The Shares are listed and traded on the New York Stock Exchange (the "NYSE") under the symbol "ALB." On August 21, 1998, the last full trading day on the NYSE prior to the announcement and commencement of the Offer, the closing per Share sales price as reported on the NYSE Composite Tape was $17.4375. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. See Section 8. THE OFFER 1. NUMBER OF SHARES; PRORATION. Upon the terms and subject to the conditions of the Offer, the Company will purchase up to 5,000,000 Shares or such lesser number of Shares as are properly tendered (and not properly withdrawn in accordance with Section 4) prior to the Expiration Date (as defined below) at prices not in excess of $19.50 nor less than $17.00 net per Share in cash. The term "Expiration Date" means 5:00 P.M., New York City time, on Tuesday, September 22, 1998, unless and until the Company, in its sole discretion, shall have extended the period of time during which the Offer will remain open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by the Company, shall expire. See Section 15 for a description of the Company's right to extend, delay, terminate or amend the Offer. The Company reserves the right to purchase more than 5,000,000 Shares pursuant to the Offer. In accordance with applicable regulations of the Securities and Exchange Commission (the "Commission"), the Company may purchase pursuant to the Offer an additional amount of Shares not to exceed 2% of the outstanding shares without amending or extending the Offer. See Section 15. In the event of an over-subscription of the Offer as described below, Shares tendered at or below the Purchase Price prior to the Expiration Date will be subject to proration, except for Odd Lots as explained below. The proration period expires on the Expiration Date. The Company will select the lowest Purchase Price that will allow it to buy 5,000,000 Shares (or such lesser number of Shares as are properly tendered at prices not in excess of $19.50 nor less than $17.00 net per Share). All Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn will be purchased at the Purchase Price, subject to the terms and the conditions of the Offer, including the proration and conditional tender provisions. All Shares purchased in the Offer will be purchased at the Purchase Price. THE OFFER IS NOT CONDITIONED UPON THE TENDER OF ANY MINIMUM NUMBER OF SHARES BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. In accordance with Instruction 5 of the Letter of Transmittal, shareholders desiring to tender Shares must specify the price, not in excess of $19.50 nor less than $17.00 net per Share, at which they are willing to sell their Shares to the Company. As promptly as practicable following the Expiration Date, the Company will, in its sole discretion, determine the Purchase Price that it will pay for Shares properly tendered pursuant to the Offer and not withdrawn, taking into account the number of Shares tendered and the prices specified by tendering shareholders. The Company intends to select the lowest Purchase Price, not in excess of $19.50 nor less than $17.00 net per Share in cash, that will enable it to purchase 5,000,000 Shares (or such lesser number of Shares as are properly tendered) pursuant to the Offer. Shares properly tendered pursuant to the Offer at or below the Purchase Price and not properly withdrawn will be purchased at the Purchase Price, subject to the terms and conditions of the Offer, including the proration and conditional tender provisions. All Shares tendered and not purchased pursuant to the Offer, including Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration or conditional tender, will be returned to the tendering shareholders at the Company's expense as promptly as practicable following the Expiration Date. PRIORITY OF PURCHASES. Upon the terms and subject to the conditions of the Offer, if more than 5,000,000 Shares have been properly tendered at prices at or below the Purchase Price and not properly withdrawn prior to the Expiration Date, the Company will purchase properly tendered Shares on the basis set forth below: 2 (a) FIRST, all Shares properly tendered and not properly withdrawn prior to the Expiration Date by any Odd Lot Holder (as defined below) who: (1) tenders all Shares beneficially owned by such Odd Lot Holder at a price at or below the Purchase Price (tenders of less than all Shares owned by such shareholder will not qualify for this preference); and (2) completes the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and (b) SECOND, after purchase of all of the foregoing Shares, all Shares conditionally tendered in accordance with Section 6, for which the condition was satisfied, and all other Shares tendered properly and unconditionally, in each case, at prices at or below the Purchase Price and not properly withdrawn prior to the Expiration Date, on a PRO RATA basis (with appropriate adjustments to avoid purchases of fractional Shares) as described below; and (c) THIRD, if necessary, Shares conditionally tendered, for which the condition was not satisfied, at or below the Purchase Price and not properly withdrawn prior to the Expiration Date, selected by random lot in accordance with Section 6. ODD LOTS. For purposes of the Offer, the term "Odd Lots" shall mean all Shares properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person (an "Odd Lot Holder") who owned, beneficially or of record, an aggregate of fewer than 100 Shares (and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery), excluding participants in the Savings Plan. In order to qualify for this preference, an Odd Lot Holder must tender all such Shares owned in accordance with the procedures described in Section 3. As set forth above, Odd Lots will be accepted for payment before proration, if any, of the purchase of other tendered Shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more Shares, even if such holders have separate accounts or certificates representing fewer than 100 Shares. By accepting the Offer, an Odd Lot Holder who has Shares registered in his own name and who tenders directly to the Depositary would not only avoid the payment of brokerage commissions but also would avoid any applicable odd lot discounts in a sale of such Shares. A tendering shareholder who holds securities with such shareholder's broker or bank may be required by such institution to pay a service charge or other fee. Any Odd Lot Holder wishing to tender all of such shareholder's Shares pursuant to this Section should complete the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. The Company also reserves the right, but will not be obligated, to purchase all Shares duly tendered by any shareholder who tendered all Shares owned, beneficially or of record, at or below the Purchase Price and who, as a result of proration, would then own, beneficially or of record, an aggregate of fewer than 100 Shares. If the Company exercises this right, it will increase the number of Shares that it is offering to purchase by the number of Shares purchased through the exercise of the right. The special Odd Lot purchase rules described above do not apply to any Shares held in a Savings Plan account. PRORATION. In the event that proration of tendered Shares is required, the Company will determine the proration factor as soon as practicable following the Expiration Date. Proration for each shareholder tendering Shares, other than Odd Lot Holders, shall be based on the ratio of the total number of Shares the Company desires to purchase to the total number of Shares tendered by all shareholders, other than Odd Lot Holders, at or below the Purchase Price, subject to the conditional tender provisions described in Section 6. Because of the difficulty in determining the number of Shares properly tendered (including Shares tendered by guaranteed delivery procedures, as described in Section 3) and not withdrawn, and because of the Odd Lot procedure, the Company does not expect that it will be able to announce the final proration factor, if required, or to commence payment for any Shares purchased pursuant to the Offer until approximately three NYSE trading days after the Expiration Date. The preliminary results of any proration will be announced by press release as promptly as practicable after the Expiration Date. Shareholders may obtain such preliminary information from the Information Agent or the Dealer Manager and may be able to obtain such information from their brokers. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the Company's shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. 3 2. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. Some of the information presented in the Offer, including the following discussion, includes 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 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 or changes in the cost of the Company's 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. The Board of Directors believes that the purchase of Shares pursuant to the Offer constitutes an attractive investment at this time and that such purchase of Shares is unlikely to have an adverse effect on any possible acquisitions or capital projects that may be anticipated in the next twelve months. The Board of Directors took into account that the purchase of 5,000,000 Shares would represent the retirement of approximately 9.5% of its outstanding Shares at an aggregate cost of approximately $97,500,000 (before transaction fees and other expenses) if the Offer were fully subscribed and the purchase of Shares were made at the maximum per Share price. The purchase of Shares in the Offer will be financed through a borrowing under the Company's revolving credit facilities. The Offer provides shareholders who are considering a sale of all or a portion of their Shares with the opportunity to determine the price or prices (not in excess of $19.50 nor less than $17.00 per Share) at which they are willing to sell their Shares and subject to the terms and conditions of the Offer, to sell those Shares for cash without the usual transaction costs associated with market sales. In addition, registered shareholders owning fewer than 100 Shares who tender directly to the Depositary whose Shares are purchased pursuant to the Offer not only will avoid the payment of brokerage commissions but also will avoid any applicable odd lot discounts payable on a sale of their Shares in a NYSE transaction. The Offer also allows shareholders to sell a portion of their Shares while retaining a continuing equity interest in the Company. Shareholders who determine not to accept the Offer will realize a proportionate increase in their relative equity interest in the Company, and thus in the Company's future earnings and assets, subject to increased risks arising from a lower shareholders' equity resulting from the purchase of Shares by the Company, and subject to the Company's right to issue additional Shares and other equity securities in the future, subject to certain limitations. The Company has been advised that none of its directors or executive officers intends to tender any Shares pursuant to the Offer. See Section 11. As of July 31, 1998, Bruce C. Gottwald and Floyd D. Gottwald, Jr., who are brothers, together with members of their immediate families (collectively, the "Gottwalds"), as a group beneficially owned an aggregate of 18,272,050 Shares representing approximately 34.6% of the outstanding Shares, assuming the exercise by such persons of their currently exercisable options. The Gottwalds have advised the Company that they do not intend to tender any Shares pursuant to the Offer. If the Company purchases 5,000,000 Shares pursuant to the Offer, then after the purchase of such Shares, the Gottwalds would own beneficially approximately 38.2% of the outstanding Shares, assuming the exercise by such persons of their currently exercisable options. The Virginia Stock Corporation Act provides that plans of merger or share exchanges require the affirmative vote of more than two-thirds of each class of outstanding voting stock of corporations organized in Virginia. Therefore, the Gottwalds are in a position to veto such a transaction. NONE OF THE COMPANY, ITS BOARD OF DIRECTORS OR THE DEALER MANAGER MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES AND NONE OF THEM HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO TENDER. The Company may in the future purchase additional Shares in the open market, in private transactions, through tender offers or otherwise. Any such purchases may be on the same terms or on terms that are more or less favorable to shareholders than the terms of the Offer. However, Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prohibits the Company and its affiliates from purchasing any Shares, other than pursuant to the Offer, until at least ten business days after the Expiration Date. By prior action of the Board of Directors, the Company currently has the authority to purchase from time to time up to approximately 3,500,000 additional Shares. Any possible future purchases by the 4 Company will depend on many factors, including the market price of the Shares, the results of the Offer, the Company's business and financial position and general economic and market conditions. Shares the Company acquires pursuant to the Offer will be restored to the status of authorized and unissued Shares and will be available for the Company to issue without further shareholder action (except as required by applicable law or the rules of the NYSE or any other securities exchange on which the Shares are listed) for purposes including, but not limited to, the acquisition of other businesses, the raising of additional capital for use in the Company's business and the satisfaction of obligations under existing or future employee benefit plans. The Company has no current plans for reissuance of the Shares repurchased pursuant to the Offer. 3. PROCEDURES FOR TENDERING SHARES. PROPER TENDER OF SHARES. For Shares to be tendered properly pursuant to the Offer, (a) the certificates for such Shares (or confirmation of receipt of such Shares pursuant to the procedures for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) including any required signature guarantees and any other documents required by the Letter of Transmittal, must be received prior to 5:00 P.M., New York City time, on the Expiration Date by the Depositary at its address set forth on the back cover of this Offer to Purchase, or (b) the tendering shareholder must comply with the guaranteed delivery procedure set forth below. IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, SHAREHOLDERS DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" ON THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $0.125) AT WHICH THEIR SHARES ARE BEING TENDERED. Shareholders who desire to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which Shares are tendered, provided that the same Shares cannot be tendered (unless properly withdrawn previously in accordance with the terms of the Offer) at more than one price. IN ORDER TO PROPERLY TENDER SHARES, ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL. In addition, if certificates representing Shares that are to be tendered have been lost or destroyed, shareholders must complete the box captioned "Description of Shares Tendered" on the Letter of Transmittal. The shareholder then will be instructed by the Depositary as to the steps that must be taken in order to replace the certificate(s). In order to avoid any delay, such shareholder should call Harris Trust and Savings Bank at (312) 765-8321. Also, Odd Lot Holders who tender all such Shares must complete the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery, in order to qualify for the preferential treatment available to Odd Lot Holders as set forth in Section 1. SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is required (i) if the Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this Section 3, shall include any participant in The Depository Trust Company (the "Book-Entry Transfer Facility") whose name appears on a security position listing as the owner of the Shares) tendered therewith and such holder has not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) if Shares are tendered for the account of a firm or other entity that is a member in good standing of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guaranteed Program or the Stock Exchange Medallion Program (each such entity being hereinafter referred to as an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a certificate for Shares is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made, or Shares not purchased or tendered are to be issued, to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in each case, signed exactly as the name of the registered holder appears on the certificate or stock power and guaranteed by an Eligible Institution. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility as described above), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) and any other documents required by the Letter of Transmittal. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. 5 BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect to the Shares for purposes of the Offer at the Book-Entry Transfer Facility within two business days after the date of this Offer to Purchase and any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of the Shares by causing such facility to transfer Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedures for transfer. Although delivery of Shares may be effected through a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, either (i) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantees, or an Agent's Message, and any other required documents must, in any case, be transmitted to and received by the Depositary at its address set forth on the back cover of this Offer to Purchase prior to the Expiration Date or (ii) the guaranteed delivery procedure described below must be followed. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. The term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the Book-Entry Transfer Facility has received an express acknowledgement from the participant in the Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against such participant. BACKUP FEDERAL INCOME TAX WITHHOLDING. TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING EQUAL TO 31% OF THE GROSS PAYMENTS MADE TO SHAREHOLDERS FOR SHARES PURCHASED PURSUANT TO THE OFFER, EACH SHAREHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING MUST PROVIDE THE DEPOSITARY WITH THE SHAREHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER ("TIN") AND PROVIDE CERTAIN OTHER INFORMATION BY COMPLETING THE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL. The Internal Revenue Service (the "Service") may impose a penalty on a tendering shareholder who fails to provide a correct TIN. Certain shareholders (including, among others, all corporations and certain foreign shareholders) are not subject to backup withholding. Foreign shareholders (as defined below) may be required to submit Form W-8, certifying non-United States status, to avoid backup withholding. See Instructions 14 and 15 of the Letter of Transmittal. For a discussion of certain federal income tax consequences to tendering shareholders, see Section 14. WITHHOLDING FOR FOREIGN SHAREHOLDERS. Even if a foreign shareholder has provided the required certification to avoid backup withholding, the Depositary will withhold federal income taxes equal to 30% of the gross payments payable to a foreign shareholder or his agent unless the Depositary determines that an exemption from or a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business in the United States (as defined in applicable Treasury Regulations). For this purpose, a "foreign shareholder" is a beneficial owner of shares that is not a "U.S. Holder." A U.S. Holder is a beneficial owner that is (i) a citizen or resident of the United States, (ii) a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any State, including the District of Columbia, (iii) any estate the income of which is subject to United States federal income taxation regardless of the source of such income and (iv) a trust if a United States court is able to exercise primary supervision over administration of the trust and one or more United States fiduciaries have authority to control all substantial decisions of the trust. In order to obtain an exemption from or a reduced rate of withholding pursuant to a tax treaty, a foreign shareholder must deliver to the Depositary a properly completed Form 1001. To obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a foreign shareholder must deliver to the Depositary a properly completed Form 4224. The Depositary will determine a shareholder's status as a foreign shareholder and eligibility for a reduced rate of, or an exemption from, withholding by reference to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., Form 1001 or Form 4224) unless facts and circumstances indicate that such reliance is not warranted. A foreign shareholder may be eligible to obtain a refund of all or a portion of any tax withheld if such shareholder meets one of the three tests for sale treatment described in Section 14 or is otherwise able to establish that no tax or a reduced amount of tax is due. Backup withholding generally will not apply to amounts subject to the 30% or treaty-reduced rate of withholding. GUARANTEED DELIVERY. If a shareholder desires to tender Shares pursuant to the Offer and such shareholder's Share certificates cannot be delivered to the Depositary prior to the Expiration Date (or the procedures for book-entry transfer cannot be completed on a timely basis) or if time will not permit all required documents to reach the Depositary prior to the Expiration Date, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (a) such tender is made by or through an Eligible Institution; 6 (b) the Depositary receives by hand, mail, telegram or facsimile transmission, prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form the Company has provided with this Offer to Purchase (specifying the price at which the Shares are being tendered), including (where required) a signature guarantee by an Eligible Institution; and (c) the certificates for all tendered Shares, in proper form for transfer (or confirmation of book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) and any required signature guarantees or other documents required by the Letter of Transmittal, are received by the Depositary within three NYSE trading days after the date of receipt by the Depositary of such Notice of Guaranteed Delivery. If any tendered Shares are not purchased, or if less than all Shares evidenced by a shareholder's certificates are tendered, certificates for unpurchased Shares will be returned as promptly as practicable after the expiration or termination of the Offer or, in the case of Shares tendered by book-entry transfer at the Book-Entry Transfer Facility, such Shares will be credited to the appropriate account maintained by the tendering shareholder at the Book-Entry Transfer Facility, in each case without expense to such shareholder. DIVIDEND REINVESTMENT PLAN. Shares credited to participants' accounts under the Dividend Reinvestment Plan will be tendered by Harris Trust and Savings Bank, as administrator, according to instructions provided to the administrator from participants in the Dividend Reinvestment Plan. Shares for which the administrator has not received timely instructions from participants will not be tendered. The administrator will make available to the participants in the Dividend Reinvestment Plan all documents furnished to shareholders generally in connection with the Offer. Because the Depositary for the Offer also acts as administrator of the Dividend Reinvestment Plan, participants in the Dividend Reinvestment Plan may use the Letter of Transmittal to instruct the administrator regarding the Offer by completing the box entitled "Dividend Reinvestment Plan Shares." Each participant may direct that all, some or none of the Shares credited to the participant's account under the Dividend Reinvestment Plan be tendered and the price at which such participant's Shares are to be tendered. Participants in the Dividend Reinvestment Plan are urged to read the Letter of Transmittal and related materials carefully. If a participant tenders all of his or her Dividend Reinvestment Plan Shares and all such Shares are purchased by the Company pursuant to the Offer, such tender will be deemed to be authorization and written notice to Harris Trust and Savings Bank of termination of such shareholder's participation in the Dividend Reinvestment Plan. SAVINGS PLAN. Participants in the Savings Plan who wish to have the Savings Plan Trustee tender all or part of the Shares allocated to their accounts should so indicate by following the instructions contained in the memorandum furnished to such participants. PARTICIPANTS IN THE SAVINGS PLAN MAY NOT USE THE LETTER OF TRANSMITTAL TO DIRECT THE TENDER OF THE SAVINGS PLAN SHARES, BUT MUST FOLLOW THE INSTRUCTIONS CONTAINED IN THE MEMORANDUM TO PARTICIPANTS IN THE SAVINGS PLAN. SAVINGS PLAN PARTICIPANTS ARE URGED TO READ THE MEMORANDUM AND RELATED MATERIALS CAREFULLY. ANY SAVINGS PLAN SHARES TENDERED BUT NOT PURCHASED WILL BE RETURNED TO THE PARTICIPANT'S SAVINGS PLAN ACCOUNT. DETERMINATION OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the number of Shares to be accepted, the price to be paid for Shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Company, in its sole discretion, and its determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders of any Shares that it determines are not in appropriate form or the acceptance for payment of or payment for which may be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any tender with respect to any particular Shares or any particular shareholder. No tender of Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by the Company. None of the Company, the Dealer Manager, the Depositary, the Information Agent or any other person shall be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. TENDERING SHAREHOLDER'S REPRESENTATION AND WARRANTY; COMPANY'S ACCEPTANCE CONSTITUTES AN AGREEMENT. A tender of Shares pursuant to any of the procedures described above will constitute the tendering shareholder's acceptance of the terms and conditions of the Offer, as well as the tendering shareholder's representation and warranty to the Company that (a) such shareholder has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated by the Commission under the Exchange Act and (b) the tender of such Shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender Shares for such person's own account unless, at the time of tender and at the end of the proration period or period during which Shares are accepted by lot (including any extensions thereof), the 7 person so tendering (i) has a net long position equal to or greater than the amount of (x) Shares tendered or (y) other securities convertible into or exchangeable or exercisable for the Shares tendered and will acquire such Shares for tender by conversion, exchange or exercise, and (ii) will deliver or cause to be delivered such Shares in accordance with the terms of the Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. The Company's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and the Company upon the terms and subject to the conditions of the Offer. 4. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section 4, tenders of Shares pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Company pursuant to the Offer, may also be withdrawn at any time after 12:00 Midnight, New York City time, on Wednesday, October 21, 1998. For a withdrawal to be effective, a notice of withdrawal must be in written, telegraphic or facsimile transmission form and must be received in a timely manner by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering shareholder, the name of the registered holder, if different from that of the person who tendered such Shares, the number of Shares tendered and the number of Shares to be withdrawn. If the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the release of such certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates for Shares to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry tender set forth in Section 3, the notice of withdrawal also must specify the name and the number of the account at the applicable Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the procedures of such facility. None of the Company, the Dealer Manager, the Depositary, the Information Agent or any other person shall be obligated to give notice of any defects or irregularities in any notice of withdrawal nor shall any of them incur liability for failure to give any such notice. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Company, in its sole discretion, which determination shall be final and binding. Withdrawals may not be rescinded and any Shares withdrawn will thereafter be deemed not properly tendered for purposes of the Offer unless such withdrawn Shares are properly retendered prior to the Expiration Date by following one of the procedures described in Section 3. If the Company extends the Offer, is delayed in its purchase of Shares or is unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to the Company's rights under the Offer, the Depositary may, subject to applicable law, retain tendered Shares on behalf of the Company, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. 5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon the terms and subject to the conditions of the Offer, as promptly as practicable following the Expiration Date, the Company (i) will determine the Purchase Price it will pay for the Shares properly tendered and not properly withdrawn prior to the Expiration Date, taking into account the number of Shares so tendered and the prices specified by tendering shareholders and (ii) will accept for payment and pay for (and thereby purchase) Shares properly tendered at prices at or below the Purchase Price and not withdrawn prior to the Expiration Date. For purposes of the Offer, the Company will be deemed to have accepted for payment (and therefore purchased) Shares that are tendered at or below the Purchase Price and not withdrawn (subject to the proration and conditional tender provisions of the Offer) only when, as and if it gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Date the Company will accept for payment and pay a single per Share Purchase Price for 5,000,000 Shares (subject to increase or decrease as provided in Section 15) or such lesser number of Shares as are properly tendered at prices not in excess of $19.50 nor less than $17.00 net per Share and not properly withdrawn as permitted in Section 4. The Company will pay for Shares purchased pursuant to the Offer by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from the Company and transmitting payment to the tendering shareholders. 8 In the event of proration, the Company will determine the proration factor and pay for those tendered Shares accepted for payment as soon as practicable after the Expiration Date; however, the Company does not expect to be able to announce the final results of any proration and commence payment for Shares purchased until approximately three NYSE trading days after the Expiration Date. Certificates for all Shares tendered and not purchased, including all Shares tendered at prices in excess of the Purchase Price and Shares not purchased due to proration or conditional tender, will be returned (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to the account maintained with the Book-Entry Transfer Facility by the participant therein who so delivered such Shares) to the tendering shareholder at the Company's expense as promptly as practicable after the Expiration Date without expense to the tendering shareholders. Under no circumstances will interest on the Purchase Price be paid by the Company by reason of any delay in making payment. In addition, if certain events occur, the Company may not be obligated to purchase Shares pursuant to the Offer. See Section 7. The Company will pay all stock transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See Instruction 7 of the Letter of Transmittal. ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN AND RETURN TO THE DEPOSITARY THE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3. ALSO SEE SECTION 3 REGARDING FEDERAL INCOME TAX CONSEQUENCES FOR FOREIGN SHAREHOLDERS. 6. CONDITIONAL TENDER OF SHARES. Under certain circumstances set forth in Section 1 above, the Company may prorate the number of Shares purchased pursuant to the Offer. As discussed in Section 14, the number of Shares to be purchased from a particular shareholder might affect the tax consequences to such shareholder of such purchase and such shareholder's decision whether to tender. Accordingly, a shareholder may tender Shares subject to the condition that a specified minimum number, if any, must be purchased, and any shareholder wishing to make such a conditional tender should so indicate in the box captioned "Conditional Tender" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. It is the tendering shareholder's responsibility to calculate such minimum number of Shares and each shareholder is urged to consult his or her own tax advisor. If the effect of accepting tenders on a pro rata basis is to reduce the number of Shares to be purchased from any shareholder below the minimum number so specified, such tender will automatically be deemed withdrawn, except as provided in the next paragraph, and Shares tendered by such shareholder will be returned as soon as practicable after the Expiration Date. However, if so many conditional tenders would be deemed withdrawn that the total number of Shares to be purchased falls below 5,000,000 Shares, then, to the extent feasible, the Company will identify conditional tenders from shareholders who tender all of their Shares and will select enough of such conditional tenders, which would otherwise have been deemed withdrawn, to purchase such desired number of Shares. In selecting among such conditional tenders, the Company will select by random lot. IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED AND WILL THEREBY BE DEEMED WITHDRAWN. 7. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the Offer, the Company shall not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for, Shares tendered, subject to Rule 13e-4(f) under the Exchange Act, if at any time on or after August 24, 1998, and prior to the time of payment for any such Shares (whether any Shares have theretofore been accepted for payment, purchased or paid for pursuant to the Offer) any of the following events shall have occurred (or shall 9 have been determined by the Company to have occurred) that, in the Company's sole judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission to act by the Company), makes it inadvisable to proceed with the Offer or with such acceptance for payment or payment: (a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly (i) challenges the making of the Offer, the acquisition of some or all of the Shares pursuant to the Offer or otherwise relates in any manner to the Offer or (ii) in the Company's sole judgment, could materially and adversely affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries or materially impair the contemplated benefits of the Offer to the Company; (b) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or the Company or any of its subsidiaries, by any court or any authority, agency or tribunal that, in the Company's sole judgment, would or might directly or indirectly (i) make the acceptance for payment of, or payment for, some or all of the Shares illegal or otherwise restrict or prohibit consummation of the Offer; (ii) delay or restrict the ability of the Company, or render the Company unable, to accept for payment or pay for some or all of the Shares; (iii) materially impair the contemplated benefits of the Offer to the Company; or (iv) materially and adversely affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries; (c) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States; (iv) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event that, in the Company's sole judgment, might affect, the extension of credit by banks or other lending institutions in the United States; (v) any significant decrease in the market price of the Shares or any change in the general political, market, economic or financial conditions in the United States or abroad that could, in the sole judgment of the Company, have a material adverse effect on the Company's business, operations or prospects or the trading in the Shares; (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (vii) any decline in either the Dow Jones Industrial Average or the Standard and Poor's Index of 500 Industrial Companies by an amount in excess of 10 percent measured from the close of business on August 21, 1998; (d) a tender or exchange offer with respect to some or all of the Shares (other than the Offer), or a merger or acquisition proposal for the Company, shall have been proposed, announced or made by another person or shall have been publicly disclosed, or the Company shall have learned that (i) any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Gottwalds, the Dividend Reinvestment Plan or the Savings Plan, shall have acquired or proposed to acquire beneficial ownership of more than five percent of the outstanding Shares, or any new group shall have been formed that beneficially owns more than five percent of the outstanding Shares; (e) any change or changes shall have occurred in the business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership of the Company or its subsidiaries that, in the Company's sole judgment, is or may be material to the Company or its subsidiaries; or (f) any conditions in the Senior Credit Facility described in Section 9 below relating to the borrowing of funds to purchase the Shares shall not have been satisfied or waived. The foregoing conditions are for the sole benefit of the Company and may be asserted by the Company regardless of the circumstances (including any action or inaction by the Company) giving rise to any such condition, and may be waived by the Company, in whole or in part, at any time and from time to time in its sole discretion. The Company's failure at any 10 time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Company concerning the events described above will be final and binding. 8. PRICE RANGE OF SHARES; DIVIDENDS. The Shares are listed and traded on the NYSE under the symbol "ALB." The following table sets forth, for the periods indicated, the high and low intraday per share sales prices on the NYSE Composite Tape as compiled from published financial sources and the cash dividends paid, or to be paid, per share in each such fiscal quarter.
FISCAL YEAR HIGH LOW DIVIDENDS - ------------ ------------- ------------- ---------- 1996: 1st Quarter ................................... $ 22.750 $ 17.250 $ .055 2nd Quarter ................................... 24.125 18.250 .055 3rd Quarter ................................... 19.250 14.375 .055 4th Quarter ................................... 19.125 15.500 .070 1997: 1st Quarter ................................... 20.000 17.875 .070 2nd Quarter ................................... 21.500 17.375 .070 3rd Quarter ................................... 27.250 20.8125 .070 4th Quarter ................................... 26.750 21.875 .090 1998: 1st Quarter ................................... 25.9375 21.125 .090 2nd Quarter ................................... 26.1875 21.3125 .090 3rd Quarter (through August 21, 1998) ......... 25.0625 16.8125 .090
On August 21, 1998, the last full trading day on the NYSE prior to the announcement and commencement of the Offer, the closing per share sales price on the NYSE Composite Tape was $17.4375. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. The Company's Board of Directors has declared a dividend of $.09 per share to holders of record of the Company's common stock at the close of business on September 15, 1998, to be paid on October 1, 1998. All shareholders of record at the close of business on September 15, 1998, regardless whether such shareholders tender their Shares pursuant to the Offer either before or after such date, will be entitled to receive such dividend when it is paid. 9. SOURCE AND AMOUNT OF FUNDS. Assuming the Company purchases 5,000,000 Shares pursuant to the Offer at a price of $17.00 net per Share or $19.50 per Share, the total amount required by the Company to purchase such Shares will be $85,000,000 or $97,500,000, respectively. Including the estimated transaction fees and other expenses of $600,000, a total of $85,600,000 or $98,100,000, respectively, will be funded with additional long-term debt. The funding required to purchase the Shares will be provided by borrowing such amount under the Company's existing $500,000,000 unsecured Competitive Advance and Revolving Credit Facility Agreement (the "Senior Credit Facility"). The Senior Credit Facility contains a number of covenants, representations and events of default typical of a credit facility of this size and nature, including financial covenants requiring the Company to maintain consolidated indebtedness (as defined therein) of not more than 60% of the sum of the Company's consolidated shareholders' equity (as defined therein) and consolidated indebtedness. The Company has been in compliance with the covenants in the Senior Credit Facility. 10. CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL. DESCRIPTION OF BUSINESS. The Company is incorporated in Virginia and is a major producer of specialty and fine chemicals including polymer intermediates, cleaning product intermediates and additives, agricultural chemical intermediates, pharmaceutical intermediates, and bulk actives, catalysts, brominated flame retardants, bromine chemicals and potassium and chlorine chemicals. The Company has about 2,700 employees. 11 The following discussion of the Company's businesses is discussed more fully in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, and the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. MANUFACTURING. The Company manufactures a broad range of chemicals, most of which are additives to or intermediates for plastics, polymers and elastomers, cleaning products, agricultural compounds, pharmaceuticals, photographic chemicals, drilling compounds and biocides. Most sales of the Company's products are made directly to manufacturers of the aforementioned products, including chemical and polymer companies, pharmaceutical companies, cleaning product manufacturers, paper and photographic companies, drilling companies and water treatment companies. The Company produces the majority of its products in the United States, but also has a significant production facility in France and also has aluminum alkyls produced for it by Amoco at the Company's former Feluy, Belgium plant. The processes and technology for most of these products were developed in the Company's or its predecessor's research and development laboratories. Aluminum aklyls are used as cocatalysts in the production of polyolefins, such as polyethylene and polypropylene, elastomers, alpha olefins such as hexene, octene, and decene, and organotin heat stabilizers, and in the preparation of organic intermediates. BUSINESS UNITS. The Company conducts its worldwide chemicals operations through two global business units-Polymer Chemicals and Fine Chemicals. POLYMER CHEMICALS. The Polymer Chemicals business produces a broad range of chemicals, including flame retardants, catalysts, polymer curatives and antioxidants. The Company has continued to expand and debottleneck its production capacity at Pasadena, Texas, and Orangeburg, S.C. It has also strengthened its supply chain for methylaluminoxane ("MAO"), a cocatalyst used in metallocene catalyst systems, by increasing capacity for MAO and for the key raw materials needed to make MAO. The Company has continued to build its organometallics base and expand the portfolio of products and capabilities it offers its customers pursuing the development and commercialization of metallocene-based polymers. The Company is expanding its efforts in polymer curatives, products used to control polyurethane and epoxy system polymerization. Also produced are antioxidants and alkylated hindered phenolics that are used to maintain the performance integrity of thermoplastic resins. FINE CHEMICALS. Products of the Fine Chemicals business include elemental bromine, alkyl bromides, inorganic bromides, a number of bromine fine chemicals, and pharmachemical and agrichemical intermediates. Applications for these products primarily exist in chemical synthesis, oil and gas well drilling and completion fluids, water purification, glass making, cleaning products, soil fumigation and chemical intermediates for pharmaceutical, photographic and agricultural chemicals. Products originally a part of what was the olefins and alcohols businesses but not sold to Amoco, are included as a part of Fine Chemicals. These products include tertiary amines for surfactants and biocides, disinfectants and sanitizers; zeolite A (sodium alumina silicate) used as a phosphate replacement in laundry detergent builders; and alkenyl succinic anhydride (ASA) used in paper-sizing formulations. These products have many varied customers. They are sold to suppliers for use in household, institutional and industrial cleaners, personal care products and industrial products. The Company's primary bulk actives, ibuprofen and naproxen, are widely-used pharmaceuticals that provide fever reduction and temporary relief of aches and pains and menstrual cramps. Bulk ibuprofen is formulated into tablets by pharmaceutical companies who sell to customers in both the prescription and over-the-counter markets. Ibuprofen products account for more than 25% of the U.S. over-the-counter analgesic market. They compete against other painkillers containing aspirin, acetaminophen, ketoprofen and naproxen. The Company is one of the world's largest producers of bulk ibuprofen. In 1997, the Company started commercial production of bulk naproxen with initial sales commencing in the U.S. only after customers obtained U.S. Food and Drug Administration ("FDA") approval. Agricultural intermediates are sold to chemical companies that supply finished products to farmers, governments and others. These products include orthoalkylated anilines for the acetanilide family of pre-emergent herbicides used on corn, soybeans and other crops, and organophosphorus products for insecticide use. The Company's subsidiary Albemarle PPC ("APPC") operates a plant in Thann, France. APPC is one of the world's largest producers of organic and inorganic brominated compounds used mainly in pharmaceutical, photographic and agricultural chemical intermediates. APPC also operates an electrolysis unit to produce high-purity caustic potash and potassium 12 carbonate used in the glass, water treatment, cleaning product and food industries. APPC strengthens the Company's position in Fine Chemicals and provides substantial additional manufacturing and research and development capabilities in Europe. The Company operates on a worldwide basis with (i) a manufacturing plant located in France in addition to facilities in the United States, (ii) offices and distribution terminals in Belgium, France, Japan and Singapore as well as the United States and (iii) offices in Hong Kong and Beijing, China. The Company has no significant assets in countries in which those assets would be deemed to be exposed to substantial risk. CERTAIN FINANCIAL INFORMATION. FINANCIAL HIGHLIGHTS. Set forth on page 14 are certain financial highlights of the Company and its subsidiaries. The historical financial information was derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (the "Company's 1997 Annual Report"), and from the unaudited consolidated financial statements included in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1998 (the "Company's 1998 Quarterly Report"), each of which is incorporated herein by reference, as well as other information and data contained in the Company's 1997 Annual Report and the Company's 1998 Quarterly Report. The pro forma information is as set forth on pages 15 through 18 of this Offer to Purchase. More comprehensive financial information is included in the Company's 1997 Annual Report and the Company's 1998 Quarterly Report. The financial information which follows should be read in conjunction with all of the financial statements and related notes contained therein, copies of which may be obtained as set forth under the caption "Additional Information." 13 FINANCIAL HIGHLIGHTS The following financial highlights for the six months ended June 30, 1998, and the year ended December 31, 1997, summarize selected items from the "Selected Unaudited Pro Forma Consolidated Financial Information" and should be read in conjunction with, and not as a substitute for, the more detailed "Selected Unaudited Pro Forma Consolidated Financial Information."
FOR THE SIX MONTHS ENDED FOR THE YEAR ENDED JUNE 30, 1998 DECEMBER 31, 1997 UNAUDITED UNAUDITED -------------------------- ------------------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND RATIOS) Net sales (Historical) .................................. $ 419,252 $ 829,850 Net income: Historical ............................................. 44,460 79,982 Pro Forma for the Offer at $17.00 net per Share......... 42,868 76,794 Pro Forma for the Offer at $19.50 per Share............. 42,638 76,303 Earnings per share: Basic: Historical ........................................... .83 1.45 Pro Forma for the Offer at $17.00 net per Share....... .89 1.53 Pro Forma for the Offer at $19.50 per Share........... .88 1.52 Diluted: Historical ........................................... .83 1.44 Pro Forma for the Offer at $17.00 net per Share....... .88 1.52 Pro Forma for the Offer at $19.50 per Share........... .87 1.51 Ratio of earnings to fixed charges: (1) Historical ........................................... 14.85 18.35 Pro Forma for the Offer at $17.00 net per Share....... 9.73 10.65 Pro Forma for the Offer at $19.50 per Share........... 9.27 10.00 Long-term debt (excluding current portion): Historical ........................................... $ 83,027 $ 91,414 Pro Forma for the Offer at $17.00 net per Share....... 168,627 177,014 Pro Forma for the Offer at $19.50 per Share........... 181,127 189,514 Shareholders' equity: Historical ........................................... 525,120 517,336 Pro Forma for the Offer at $17.00 net per Share....... 439,520 431,736 Pro Forma for the Offer at $19.50 per Share........... 427,020 419,236 Total long-term debt as a % of total capitalization:(2) Historical ........................................... 13.71% 15.07% Pro Forma for the Offer at $17.00 net per Share....... 27.77% 29.12% Pro Forma for the Offer at $19.50 per Share........... 29.83% 31.17%
- --------- (1) The ratios of earnings to fixed charges were computed by dividing pretax income before fixed charges by the amount of the fixed charges. Earnings consist of pretax income, to which has been added fixed charges. Fixed charges consist of interest expense, other debt related expenses and a portion of rent expense approximating the interest factor. (2) Total long-term debt as a percentage of total capitalization was computed by dividing total long-term debt (including the current portion) by the sum of total long-term debt (including the current portion) and total shareholders' equity. 14 SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The following information includes certain historical and pro forma consolidated financial information related to the Company. Historical financial information was excerpted or derived from the audited consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 and from the unaudited consolidated financial statements contained in the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 1998. The historical information should be read in conjunction with the financial information and related notes contained therein, copies of which may be obtained as set forth under the caption "Additional Information." The unaudited pro forma consolidated financial position data of the Company as of June 30, 1998 and December 31, 1997, and the unaudited pro forma consolidated results of operations for the six months ended June 30, 1998 and year ended December 31, 1997, are presented for both the high and low prices of the Offer. The unaudited pro forma consolidated financial position data for the Offer assumes that, on June 30, 1998, and December 31, 1997, the Company acquired 5,000,000 Shares at prices of $17.00 and $19.50 per share, respectively, for total purchase prices of $85,000,000 and $97,500,000, respectively, which when added to the transaction fees and other costs of $600,000 equals $85,600,000 and $98,100,000, respectively, the aggregate pro forma cost of the repurchased Shares and the amount of additional long-term debt. The unaudited pro forma consolidated results of operations assume that the Offer occurred on January 1, 1997. The pro forma consolidated financial information of the Company is presented for informational purposes only, is unaudited and does not purport to be indicative of the future results or the consolidated financial position of the Company or the consolidated net income and consolidated financial position that would actually have been attained had the pro forma transactions occurred on the dates or for the periods indicated. This information should be read in conjunction with the historical consolidated financial statements of Albemarle Corporation and subsidiaries incorporated by reference from the Company's Annual Report and Form 10-K for the year ended December 31, 1997, and the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 referred to above. 15 SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND RATIOS) AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1998
PRO FORMA FOR SHARE REPURCHASE -------------------------------- ASSUMED ASSUMED $17.00/SHARE $19.50/SHARE PURCHASE PURCHASE HISTORICAL PRICE PRICE ------------ -------------- --------------- RESULTS OF OPERATION: Net sales ...................................................... $419,252 $ 419,252 $ 419,252 Cost of goods sold ............................................. 285,253 285,253 285,253 -------- --------- --------- Gross profit ................................................... 133,999 133,999 133,999 Selling, general and administrative expenses ................... 53,664 53,664 53,664 Research and development expenses .............................. 13,943 13,943 13,943 -------- --------- --------- Operating profit ............................................... 66,392 66,392 66,392 Interest and financing expenses ................................ 1,707 4,206(1) 4,568(1) Other income, net .............................................. (1,182) (1,182) (1,182) -------- ----------- ----------- Income before income taxes ..................................... 65,867 63,368 63,006 Income taxes ................................................... 21,407 20,500(1) 20,368(1) -------- ----------- ----------- Net income ..................................................... $ 44,460 $ 42,868 $ 42,638 ======== =========== =========== Basic earnings per share (1) ................................... $ .83 $ .89 $ .88 ======== =========== =========== Shares used to compute basic earnings per share (1) ............ 53,269 48,269 48,269 ======== =========== =========== Diluted earnings per share (1) ................................. $ .83 $ .88 $ .87 ======== =========== =========== Shares used to compute diluted earnings per share (1) .......... 53,831 48,831 48,831 ======== =========== =========== Ratio of earnings to fixed charges (3) ......................... 14.85 9.73 9.27 ======== =========== =========== FINANCIAL POSITION: Assets: Cash and cash equivalents ..................................... $ 43,091 $ 43,091 $ 43,091 Other current assets .......................................... 260,033 260,033 260,033 Net property, plant & equipment ............................... 495,928 495,928 495,928 Other assets and deferred charges ............................. 84,147 84,147 84,147 Goodwill and other intangibles - net of amortization .......... 16,502 16,502 16,502 -------- ----------- ----------- Total assets ................................................ $899,701 $ 899,701 $ 899,701 ======== =========== =========== Liabilities and shareholders' equity: Total current liabilities ..................................... $119,643 $ 119,643 $ 119,643 Long-term debt (1) (2) ........................................ 83,027 168,627 181,127 Other noncurrent liabilities .................................. 72,903 72,903 72,903 Deferred income taxes ......................................... 99,008 99,008 99,008 Shareholders' equity: Common stock (2) .............................................. 528 478 478 Additional paid-in capital (2) ................................ 192,415 106,865 94,365 Accumulated other comprehensive loss .......................... (2,111) (2,111) (2,111) Retained earnings ............................................. 334,288 334,288 334,288 -------- ----------- ----------- 525,120 439,520 427,020 -------- ----------- ----------- Total liabilities and shareholders' equity .................. $899,701 $ 899,701 $ 899,701 ======== =========== =========== Ending shares outstanding (1) .................................. 52,797 47,797 47,797 Book value per share (4) ....................................... $ 9.95 $ 9.20 $ 8.93 Working capital ................................................ 183,481 183,481 183,481 Long-term debt (excluding current portion) (1) (2) ............. 83,027 168,627 181,127 Total long-term debt as a % of total capitalization (5) ........ 13.71% 27.77% 29.83%
See accompanying notes to the unaudited pro forma consolidated financial information. 16 SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND RATIOS) AS OF AND FOR THE YEAR ENDED DECEMBER 31,1997
PRO FORMA FOR SHARE REPURCHASE -------------------------------- ASSUMED ASSUMED $17.00/SHARE $19.50/SHARE PURCHASE PURCHASE HISTORICAL PRICE PRICE ------------ -------------- --------------- RESULTS OF OPERATION: Net sales ...................................................... $829,850 $ 829,850 $ 829,850 Cost of goods sold ............................................. 568,424 568,424 568,424 -------- --------- --------- Gross profit ................................................... 261,426 261,426 261,426 Selling, general and administrative expenses ................... 109,273 109,273 109,273 Research and development expenses .............................. 31,446 31,446 31,446 -------- --------- --------- Operating profit ............................................... 120,707 120,707 120,707 Interest and financing expenses ................................ 719 5,739(1) 6,512(1) Other income, net .............................................. (917) (917) (917) -------- ----------- ----------- Income before income taxes ..................................... 120,905 115,885 115,112 Income taxes ................................................... 40,923 39,091(1) 38,809(1) ======== =========== =========== Net income ..................................................... $ 79,982 $ 76,794 $ 76,303 ======== =========== =========== Basic earnings per share (1) ................................... $ 1.45 $ 1.53 $ 1.52 ======== =========== =========== Shares used to compute basic earnings per share (1) ............ 55,164 50,164 50,164 ======== =========== =========== Diluted earnings per share (1) ................................. $ 1.44 $ 1.52 $ 1.51 ======== =========== =========== Shares used to compute diluted earnings per share (1) .......... 55,668 50,668 50,668 ======== =========== =========== Ratio of earnings to fixed charges (3) ......................... 18.35 10.65 10.00 ======== =========== =========== FINANCIAL POSITION: Assets: Cash and cash equivalents ..................................... $ 34,322 $ 34,322 $ 34,322 Other current assets .......................................... 262,414 262,414 262,414 Net property, plant & equipment ............................... 496,640 496,640 496,640 Other assets and deferred charges ............................. 77,204 77,204 77,204 Goodwill and other intangibles - net of amortization .......... 17,601 17,601 17,601 -------- ----------- ----------- Total assets ................................................ $888,181 $ 888,181 $ 888,181 ======== =========== =========== Liabilities and shareholders' equity: Total current liabilities ..................................... $112,560 $ 112,560 $ 112,560 Long-term debt (1) (2) ........................................ 91,414 177,014 189,514 Other noncurrent liabilities .................................. 69,704 69,704 69,704 Deferred income taxes ......................................... 97,167 97,167 97,167 Shareholders' equity: Common stock (2) .............................................. 539 489 489 Additional paid-in capital (2) ................................ 218,841 133,291 120,791 Foreign currency translation adjustments ...................... (1,445) (1,445) (1,445) Retained earnings ............................................. 299,401 299,401 299,401 -------- ----------- ----------- 517,336 431,736 419,236 -------- ----------- ----------- Total liabilities and shareholders' equity .................. $888,181 $ 888,181 $ 888,181 ======== =========== =========== Ending shares outstanding (1) .................................. 53,887 48,887 48,887 Book value per share (4) ....................................... $ 9.60 $ 8.83 $ 8.58 Working capital ................................................ 184,176 184,176 184,176 Long-term debt (excluding current portion) (1) (2) ............. 91,414 177,014 189,514 Total long-term debt as a % of total capitalization (5) ........ 15.07% 29.12% 31.17%
See accompanying notes to the unaudited pro forma consolidated financial information. 17 NOTES TO SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (1) Pro forma adjustments to income statement data for the Offer relate to interest expense on pro forma borrowings of $85,600,000 and $98,100,000, respectively, assumed to be needed at January 1, 1997, to complete the assumed purchase of 5,000,000 Shares of common stock at prices of $17.00 and $19.50 per share, respectively, including estimated transaction costs and other expenses of $600,000. Pro forma adjustments to interest expense on long-term debt also reflect reduced dividend payments aggregating $1,500,000 for the year ended December 31, 1997 and aggregating $900,000 for the six month period ended June 30, 1998, due to 5,000,000 fewer shares outstanding. The amount of the reduction in dividends is assumed to have reduced outstanding debt under the Company's $500,000,000 unsecured Competitive Advance and Revolving Credit Facility Agreement (the "Senior Credit Facility"). Pro forma interest expense was calculated assuming the additional debt was financed under the Company's Senior Credit Facility bearing interest at LIBOR, as adjusted, based on the assumed changes in the Company's financial ratios resulting from the Offer. The average interest rate assumed on pro forma debt for the six months ended June 30, 1998, was 5.95% for both the $17.00 and $19.50 per share prices. The average interest rate assumed on pro forma debt for the year ended December 31, 1997, was 5.91% and 5.94% for the $17.00 and $19.50 per share prices, respectively. Pro forma income tax adjustments related to interest expense were recorded at an assumed combined domestic state and federal income tax rate of approximately 36.50% for the year ended December 31, 1997 and 36.30% for the six month period ended June 30, 1998 since all additional debt incurred to fund the Offer is assumed to be domestic debt. Shares used to compute earnings per share and ending Shares outstanding were decreased by the assumed purchase of 5,000,000 Shares. (2) Pro forma adjustments to long-term debt and shareholders' equity as of the balance sheet dates of $85,000,000 and $97,500,000, respectively, for the Offer are based on the Company's repurchase of 5,000,000 Shares at a $17.00 and $19.50 price per share, plus estimated transaction costs and other expenses of $600,000. (3) The ratios of earnings to fixed charges were computed by dividing pretax income before fixed charges by the amount of fixed charges. Earnings consist of pretax income, to which has been added fixed charges. Fixed charges consist of interest expense, other debt related expenses and a portion of rent expense approximating the interest factor. (4) Book value per share is calculated as total shareholders' equity at the end of the period divided by the number of common shares outstanding at the end of the period. (5) Total long-term debt as a percentage of total capitalization data were computed by dividing total long-term debt (including the current portion) by the sum of total long-term debt (including the current portion) and total shareholders' equity. 18 ADDITIONAL INFORMATION The Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is obligated to file reports and other information with the Commission relating to its business, financial condition and other matters. Information, as of particular dates, concerning the Company's directors and officers, their remuneration, options granted to them, the principal holders of the Company's equity securities and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements distributed to the Company's shareholders and filed with the Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 2120, Washington, D.C. 20549; at its regional offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, New York, New York 10048. Copies of such material may also be obtained by mail, upon payment of the Commission's customary charges, from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains an internet web site at http://www.sec.gov containing reports, proxy statements and other information regarding companies that file reports electronically with the Commission. Such reports, proxy statements and other information concerning the Company also can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005, on which the Shares are listed. 11. INTEREST OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING SHARES. As of July 31, 1998, the Company had issued and outstanding 52,797,116 Shares and had reserved for issuance upon exercise of currently exercisable outstanding stock options 1,140,295 Shares. The 5,000,000 Shares that the Company is offering to purchase represents approximately 9.5% of the Shares then outstanding. As of July 31, 1998, the Company's directors and executive officers as a group (11 persons) beneficially owned an aggregate of approximately 9,877,441 Shares representing 18.7% of the outstanding Shares, assuming the exercise by such persons of their currently exercisable options. See "Purpose of the Offer; Certain Effects of the Offer" for a discussion of the Shares owned by the Gottwalds. Except as set forth in Schedule A, neither the Company, nor any subsidiary of the Company nor, to the best of the Company's knowledge, any of the Company's directors or executive officers, nor any affiliates of any of the foregoing, had any transactions involving the Shares during the 40 business days prior to the date hereof. Except as otherwise described herein, neither the Company nor, to the best of the Company's knowledge, any of its affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating to the Offer, directly or indirectly, with respect to any securities of the Company including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. 12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT. The Company's purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise be traded publicly and is expected to reduce the number of shareholders. Nonetheless, the Company expects that there will be a sufficient number of Shares outstanding and publicly traded following consummation of the Offer to ensure a continued trading market for the Shares. Based upon published guidelines of the NYSE, the Company does not believe that its purchase of Shares pursuant to the Offer will cause the Company's remaining Shares to be delisted from the NYSE. The Shares are currently "margin securities" under the regulations of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using such Shares as collateral. The Company believes that, following the purchase of Shares pursuant to the Offer, the Shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations. The Shares are registered under the Exchange Act, which requires, among other things, that the Company furnish certain information to its shareholders and the Commission and comply with the Commission's proxy rules in connection with meetings of the Company's shareholders. The Company believes that its purchase of Shares pursuant to the Offer will not result in the Shares becoming eligible for deregistration under the Exchange Act. 13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. The Company is not aware of any license or regulatory permit that appears to be material to the Company's business that might be adversely affected by the Company's acquisition of Shares as contemplated herein or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by the Company as contemplated herein. Should any such approval 19 or other action be required, the Company presently contemplates that such approval or other action will be sought. The Company is unable to predict whether it may determine that it is required to delay the acceptance for payment of or payment for Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Company's business. The Company's obligations under the Offer to accept for payment and pay for Shares is subject to certain conditions. See Section 7. 14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. GENERAL. The federal income tax discussion set forth below summarizes the principal federal income tax consequences to U.S. Holders of sales of Shares pursuant to the Offer and is included for general information only. The discussion does not address all aspects of federal income taxation that may be relevant to a particular shareholder or any relevant foreign, state, local or other tax laws. Certain shareholders (including insurance companies, tax-exempt entities, foreign persons, financial institutions, broker dealers, employee benefit plans, personal holding companies, persons who hold Shares as a position in a "straddle" or as part of a "hedging" or "conversion" transaction or other than as a capital asset, and persons who acquired their Shares upon the exercise of employee stock options or as compensation) may be subject to special rules not discussed below. Foreign shareholders should see Section 3 for a discussion of the applicable United States withholding tax rules. This discussion is based on laws, regulations, rulings and court decisions currently in effect, all of which are subject to change, possibly with retroactive effect. The Company has neither requested nor obtained a written opinion of counsel or a ruling from the Service with respect to the tax matters discussed below. EACH SHAREHOLDER IS URGED TO CONSULT AND RELY ON THE SHAREHOLDER'S OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO THE SHAREHOLDER OF SELLING SHARES PURSUANT TO THE OFFER, INCLUDING THE APPLICATION OF FOREIGN, STATE, LOCAL OR OTHER TAX LAWS. A sale of Shares pursuant to the Offer will constitute a "redemption" under the Internal Revenue Code of 1986, as amended (the "Code"), and will be a taxable transaction for federal income tax purposes. If the redemption qualifies as a sale of Shares by a shareholder under Section 302 of the Code, the shareholder will recognize gain or loss equal to the difference between (i) the cash received pursuant to the Offer and (ii) the shareholder's tax basis in the Shares surrendered pursuant to the Offer. If the redemption does not qualify as a sale of Shares under Section 302, the shareholder will not be treated as having sold Shares but will be treated as having received a dividend taxable as ordinary income in an amount equal to the cash received pursuant to the Offer. As described below, whether a redemption qualifies for sale treatment will depend largely on the total number of the shareholder's Shares (including any Shares constructively owned by the shareholder) that are purchased. A shareholder desiring to obtain sale treatment therefore may want to make a conditional tender, as described in Section 6, to make sure that a minimum number of his or her Shares (if any) are purchased. SALE TREATMENT. Under Section 302 of the Code, a redemption of Shares pursuant to the Offer will be treated as a sale of such Shares for federal income tax purposes if such redemption (i) results in a "complete redemption" of all of the shareholder's stock in the Company, (ii) is "substantially disproportionate" with respect to the shareholder, or (iii) is "not essentially equivalent to a dividend" with respect to the shareholder. In determining whether any of these three tests under Section 302 is satisfied, a shareholder must take into account not only Shares that the shareholder actually owns, but also any Shares that the shareholder is treated as owning pursuant to the constructive ownership rules of Section 318 of the Code. Under those rules, a shareholder generally is treated as owning (i) Shares owned by the shareholder's spouse, children, grandchildren and parents, (ii) Shares owned by certain trusts of which the shareholder is a beneficiary, in proportion to the shareholder's interest, (iii) Shares owned by any estate of which the shareholder is a beneficiary, in proportion to the shareholder's interest, (iv) Shares owned by any partnership or "S corporation" in which the shareholder is a partner or shareholder, in proportion to the shareholder's interest, (v) Shares owned by any non-S corporation of which the shareholder owns at least 50% in value of the stock in proportion to the shareholder's interest, and (vi) Shares that the shareholder has an option or similar right to acquire. A shareholder that is a partnership or S corporation, estate, trust or non-S corporation is treated as owning stock owned (as the case may be) by partners or S corporation shareholders, by estate beneficiaries, by certain trust beneficiaries, and by 50% shareholders of a non-S corporation. Stock constructively owned by a person generally is treated as being owned by that person for the purpose of attributing ownership to another person. A redemption of Shares from a shareholder pursuant to the Offer will result in a "complete redemption" of all the shareholder's stock in the Company if either (i) the Company purchases all of the Shares actually and constructively owned by the shareholder, or (ii) the shareholder actually owns no Shares after all transfers of Shares pursuant to the Offer, constructively owns only Shares owned by certain family members, and the shareholder qualifies to and does waive (pursuant to Section 302(c)(2) of the Code) constructive ownership of Shares owned by family members. Any shareholder desiring to waive such constructive ownership of Shares should consult a tax advisor about the applicability of Section 302(c)(2). 20 A redemption of Shares from a shareholder pursuant to the Offer will be "substantially disproportionate" with respect to the shareholder if the percentage of Shares actually and constructively owned by the shareholder compared to all Shares outstanding immediately after all redemptions of Shares pursuant to the Offer is less than 80% of the percentage of Shares actually and constructively owned by the shareholder immediately before such redemptions. If exactly 5,000,000 Shares are redeemed pursuant to the Offer, the number of Shares outstanding after consummation of the Offer will be 90.529% of the number of Shares currently outstanding. Consequently, in that case a shareholder must dispose of more than 27.577% (100% minus 80% of 90.529%) of the number of Shares the shareholder actually and constructively owns in order possibly to qualify for a substantially disproportionate redemption. If the Company were to exercise its right to purchase an additional 2% of the shares, a shareholder would have to dispose of more than 29.177% (100% minus 80% of 88.529%) of the number of outstanding shares the shareholder actually and constructively owns in order possibly to qualify for a substantially disproportionate redemption. A redemption of Shares from a shareholder pursuant to the Offer will be "not essentially equivalent to a dividend" if, pursuant to the Offer, the shareholder experiences a "meaningful reduction" in his or her proportionate interest in the Company, including voting rights, participation in earnings and liquidation rights, arising from the actual and constructive ownership of Shares. The Service has indicated in a published ruling that a very small reduction (3.3%) in the proportionate interest of a small minority (substantially less than 1%) shareholder of a publicly-held corporation who does not exercise any control over corporate affairs generally constitutes a "meaningful reduction" in the shareholder's interest. The fact that the redemption fails to qualify as a sale pursuant to the other two tests is not taken into account in determining whether the redemption is "not essentially equivalent to a dividend." If exactly 5,000,000 Shares are redeemed pursuant to the Offer, the number of Shares outstanding will be reduced by 9.471%. Consequently, in that case a shareholder must dispose of more than 9.471% of the number of Shares the shareholder actually and constructively owns in order to have any reduction in the shareholder's proportionate stock interest in the Company. If the Company were to exercise its right to purchase an additional 2% of the outstanding Shares, a shareholder would have to dispose of more than 11.471% of the number of Shares the shareholder actually and constructively owns in order to have any reduction in the shareholder's proportionate interest. Shareholders should be aware that their ability to satisfy any of the foregoing tests also may be affected by proration pursuant to the Offer. THEREFORE, UNLESS A SHAREHOLDER MAKES A CONDITIONAL TENDER (SEE SECTION 6), THE SHAREHOLDER (OTHER THAN AN ODD LOT HOLDER WHO TENDERS ALL OF HIS OR HER SHARES AT OR BELOW THE PURCHASE PRICE) CAN BE GIVEN NO ASSURANCE EVEN IF HE OR SHE TENDERS ALL OF THE SHAREHOLDER'S SHARES, THAT THE COMPANY WILL PURCHASE A SUFFICIENT NUMBER OF SUCH SHARES TO PERMIT THE SHAREHOLDER TO SATISFY ANY OF THE FOREGOING TESTS. Shareholders also should be aware that an acquisition or disposition of Shares in the market or otherwise as part of a plan that includes the shareholder's tender of Shares pursuant to the Offer might be taken into account in determining whether any of the foregoing tests is satisfied. Shareholders are urged to consult their own tax advisors with regard to whether acquisitions from or sales to third parties, including market sales, and a tender may be so integrated. If any of the foregoing three tests is satisfied, the shareholder will recognize gain or loss equal to the difference between the amount of cash received pursuant to the Offer and the shareholder's tax basis in the Shares sold. Capital gains of individuals, estates and trusts generally are subject to a maximum federal income tax rate of (i) 39.6% if, at the time the Company accepts the Shares for payment, the shareholder held the Shares for not more than one year and (ii) 20% if the shareholder held such Shares for more than one year at such time. Capital gains of corporations generally are taxed at the federal income tax rates applicable to corporate ordinary income. DIVIDEND TREATMENT. If none of the foregoing three tests under Section 302 of the Code is satisfied, the shareholder generally will be treated as having received a dividend taxable as ordinary income in an amount equal to the amount of cash received by the shareholder pursuant to the Offer, to the extent the Company has accumulated or current earnings and profits. The Company expects that its current and accumulated earnings and profits will be sufficient to cover the amount of any payments pursuant to the Offer that are treated as dividends. Dividend income of individuals, estates and trusts generally is subject to federal income tax at a maximum rate of 39.6%. Dividend income of corporations, subject to the provisions discussed below, generally is subject to federal income tax at a maximum rate of 35%. To the extent that the purchase of Shares from any shareholder pursuant to the Offer is treated as a dividend, the shareholder's tax basis in any Shares that the shareholder actually or constructively owns after consummation of the Offer should be increased by the shareholder's tax basis in the Shares surrendered pursuant to the Offer. TREATMENT OF DIVIDEND INCOME FOR CORPORATE SHAREHOLDERS. In the case of a corporate shareholder, if the cash received for Shares pursuant to the Offer is treated as a dividend, the dividend income may be eligible for the 70% dividends-received 21 deduction under Section 243 of the Code. The dividends-received deduction is subject to certain limitations; for example, the deduction may not be available if the corporate shareholder does not satisfy certain holding period requirements with respect to its tendered Shares or if the Shares are "debt-financed portfolio stock." If a dividends-received deduction is available, the dividend (having arisen in a non-PRO RATA redemption) also likely will be treated as an "extraordinary dividend" under Section 1059 of the Code. In that case, the corporate shareholder's tax basis in its remaining Shares (for purposes of determining gain or loss on a future disposition) generally will be reduced (but not below zero) by the amount of any "extraordinary dividend" not taxed because of the dividends-received deduction. Any amount of the "extraordinary dividend" not taxed because of the dividends-received deduction in excess of the corporate shareholder's tax basis for the remaining Shares generally would be currently taxable as gain from the sale of Shares. If a redemption of Shares from a corporate shareholder pursuant to the Offer is treated as a dividend as a result of the shareholder's constructive ownership of other Shares that it has an option or other right to acquire, the portion of the extraordinary dividend not otherwise taxed because of the dividends-received deduction would reduce the shareholder's basis only in its Shares sold pursuant to the Offer, and any excess of such non-taxed portion over such basis would be currently taxable as gain from the sale of Shares. Corporate shareholders should consult their tax advisors as to the availability of the dividends-received deduction and the application of Section 1059 of the Code. SEE SECTION 3 WITH RESPECT TO THE APPLICATION OF BACKUP FEDERAL INCOME TAX WITHHOLDING. 15. EXTENSION OF OFFER; TERMINATION; AMENDMENT. The Company expressly reserves the right, in its sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 shall have occurred or shall be deemed by the Company to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. The Company also expressly reserves the right, in its sole discretion, to terminate the Offer and not accept for payment or pay for any Shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for Shares upon the occurrence of any of the conditions specified in Section 7 hereof by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement thereof. The Company's reservation of the right to delay payment for Shares that it has accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that the Company must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, the Company further reserves the right, in its sole discretion, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by the Company to have occurred, to amend the Offer in any respect (including, without limitation, by decreasing or increasing the consideration offered in the Offer to holders of Shares or by decreasing or increasing the number of Shares being sought in the Offer). Amendments to the Offer may be made at any time and from time to time effected by public announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of such change. Without limiting the manner in which the Company may choose to make a public announcement, except as required by applicable law, the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service. If the Company materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (i) the Company increases or decreases the price to be paid for Shares, the number of Shares being sought in the Offer or the Dealer Manager's soliciting fees and, in the event of an increase in the number of Shares being sought, such increase exceeds 2% of the outstanding Shares, and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease is first published, sent or given in the manner specified in this Section 15, the Offer will be extended until the expiration of such period of ten business days. 22 16. FEES AND EXPENSES. The Company has retained Credit Suisse First Boston to act as the Dealer Manager in connection with the Offer. Credit Suisse First Boston will receive a fee for its services as Dealer Manager of $0.08 for each Share purchased by the Company pursuant to the Offer. The Company also has agreed to reimburse Credit Suisse First Boston for certain reasonable out-of-pocket expenses incurred in connection with the Offer, including fees and expenses of counsel, and to indemnify Credit Suisse First Boston against certain liabilities in connection with the Offer, including liabilities under the federal securities laws. Credit Suisse First Boston has rendered various investment banking and other advisory services to the Company in the past, for which it has received customary compensation, and can be expected to render similar services to the Company in the future. The Company has retained Corporate Investor Communications, Inc. to act as Information Agent and Harris Trust and Savings Bank to act as Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telegraph and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by the Company for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws. No fees or commissions will be payable by the Company or the Dealer Manager to brokers, dealers or other persons (other than fees to the Dealer Manager, the Information Agent and the Depositary as described above) for soliciting tenders of Shares pursuant to the Offer. The Company, however, upon request, will reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by such persons in forwarding the Offer and related materials to the beneficial owners of Shares held by any such person as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of the Company, the Dealer Manager, the Information Agent or the Depositary for purposes of the Offer. The Company will pay or cause to be paid all stock transfer taxes, if any, on its purchase of Shares except as otherwise provided in Instruction 7 in the Letter of Transmittal. 17. MISCELLANEOUS. The Company is not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If the Company becomes aware of any jurisdiction where the making of the Offer is not in compliance with any valid applicable law, the Company will make a good faith effort to comply with such law. If, after such good faith effort, the Company cannot comply with such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares residing in such jurisdiction. In any jurisdiction the securities or blue sky laws of which require the Offer to be made by a licensed broker or dealer, the Offer is being made on the Company's behalf by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Pursuant to Rule 13e-4 of the General Rules and Regulations under the Exchange Act, the Company has filed with the Commission an Issuer Tender Offer Statement on Schedule 13E-4, which contains additional information with respect to the Offer. Such Schedule 13E-4, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 with respect to information concerning the Company. ALBEMARLE CORPORATION August 24, 1998 23 SCHEDULE A CERTAIN TRANSACTIONS INVOLVING SHARES EXECUTIVE OFFICERS AND DIRECTORS During the 40 business days prior to August 24, 1998, the only transactions effected in the Shares by the Company and the Company's executive officers and directors were as follows: (a) Savings Plan transactions allocated on July 1, 1998:
NUMBER OF AVERAGE NAME SHARES BUY PRICE - -------------------------------- ----------- ------------ E. Whitehead Elmore 425 $ 23.16 Dirk Betlem 8 $ 23.16 William M. Gottwald 3 $ 23.16
(b) Savings Plan for the Employees of Ethyl Corporation transactions allocated on July 1, 1998:
NUMBER OF AVERAGE NAME SHARES BUY PRICE - ------------------------------- ----------- ------------ Thomas E. Gottwald 7 $ 23.16 Bruce C. Gottwald 686 $ 23.16
(c) Non-Employee Director's Stock Acquisition Plan transactions allocated on July 1, 1998:
NUMBER OF AVERAGE NAME SHARES BUY PRICE - ------------------------------------ ----------- ------------ Craig R. Andersson 90 $ 22.06 John D. Gottwald 90 $ 22.06 Andre B. Lacy 90 $ 22.06 Seymour S. Preston, III 90 $ 22.06 Emmett J. Rice 90 $ 22.06 Charles E. Stewart 90 $ 22.06 Anne Marie Whittemore 90 $ 22.06
(d) Open market purchase on July 28, 1998:
NUMBER OF AVERAGE NAME SHARES BUY PRICE - ----------------------------------- ----------- ------------ Floyd D. Gottwald, Jr. 81,600 $ 20.25
(e) Savings Plan transaction allocated on July 29, 1998:
NUMBER OF AVERAGE NAME SHARES BUY PRICE - -------------------------------- ----------- ------------ William M. Gottwald 36 $ 20.38
(f) Open market purchase on July 31, 1998:
NUMBER OF AVERAGE NAME SHARES BUY PRICE - ----------------------------------- ----------- ------------ Floyd D. Gottwald, Jr. 61,500 $ 19.68
(g) Open market purchase on August 4, 1998:
NUMBER OF AVERAGE NAME SHARES BUY PRICE - ---------------------------------- ----------- ------------ Albemarle Corporation 22,000 $ 19.66
A-1 (h) Open market purchase on August 5, 1998:
NUMBER OF AVERAGE NAME SHARES BUY PRICE - ---------------------------------- ----------- ------------ Albemarle Corporation 25,000 $ 19.36
(i) Open market purchase on August 7, 1998:
NUMBER OF AVERAGE NAME SHARES BUY PRICE - ---------------------------------- ----------- ------------ Albemarle Corporation 16,800 $ 19.58
(j) Savings Plan transaction allocated on August 11, 1998:
NUMBER OF AVERAGE NAME SHARES BUY PRICE - --------------------------------- ------------ ------------ William M. Gottwald 18 $ 20.09
A-2 Manually signed photocopies of the Letter of Transmittal will be accepted from Eligible Institutions. The Letter of Transmittal and certificates for Shares and any other required documents should be sent or delivered by each shareholder or his broker, dealer, commercial bank, trust company or nominee to the Depositary at its address set forth below. THE DEPOSITARY FOR THE OFFER IS: HARRIS TRUST AND SAVINGS BANK BY OVERNIGHT COURIER: c/o Harris Trust Company of New York 88 Pine Street, 19th Floor New York, New York 10005 BY MAIL: BY FACSIMILE TRANSMISSION BY HAND: c/o Harris Trust Company of (Eligible Institutions Only) c/o Harris Trust Company of New York (212) 701-7636 New York Wall Street Station 88 Pine Street, 19th Floor P.O. Box 1010 CONFIRM BY TELEPHONE: New York, New York 10005 New York,New York 10268-1010 (212) 701-7624
Any questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent or the Dealer Manager at the telephone numbers and locations listed below. Shareholders may also contact their local broker, dealer, commercial bank or trust company for assistance concerning the Offer. THE INFORMATION AGENT FOR THE OFFER IS: [Logo] CORPORATE INVESTOR COMMUNICATIONS, INC. 111 Commerce Road, Carlstadt, New Jersey 07072 (888) 619-7386 (toll free) Banks and Brokers call: (201) 896-1900 THE DEALER MANAGER FOR THE OFFER IS: CREDIT SUISSE FIRST BOSTON CORPORATION Eleven Madison Avenue New York, NY 10010-3629 (800) 881-8320 (toll free) August 24, 1998

                                                                  EXHIBIT (A)(2)


                             LETTER OF TRANSMITTAL
                       TO TENDER SHARES OF COMMON STOCK
                                      OF
                             ALBEMARLE CORPORATION
                       PURSUANT TO THE OFFER TO PURCHASE
                             DATED AUGUST 24, 1998
                                        
      THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
      NEW YORK CITY TIME, ON TUESDAY, SEPTEMBER 22, 1998, UNLESS THE OFFER IS
      EXTENDED.
                 TO: HARRIS TRUST AND SAVINGS BANK, DEPOSITARY
                     C/O HARRIS TRUST COMPANY OF NEW YORK

                             BY OVERNIGHT COURIER:
                          88 Pine Street, 19th Floor
                           New York, New York 10005



BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND: Wall Street Station (Eligible Institutions Only) 88 Pine Street, 19th Floor P.O. Box 1010 (212) 701-7636 New York, New York 10005 New York, New York 10268-1010 CONFIRM BY TELEPHONE: (212) 701-7624
Delivery of this instrument and all other documents to an address or transmission of instructions to a facsimile number other than as set forth above does not constitute a valid delivery. PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY BEFORE CHECKING ANY BOX BELOW. This Letter of Transmittal is to be used only if (a) certificates for Shares (as defined below) are to be forwarded herewith, or (b) a tender of Shares is being made concurrently by book-entry transfer to the account maintained by Harris Trust and Savings Bank (the "Depositary") at The Depository Trust Company (hereinafter, referred to as the "Book-Entry Transfer Facility") pursuant to Section 3 of the Offer to Purchase. See Instruction 2.
DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4) NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) TENDERED (PLEASE USE PREADDRESSED LABEL OR FILL IN CERTIFICATES EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) (ATTACH SIGNED ADDITIONAL LIST IF NECESSARY) CERTIFICATE NUMBERS(S) TOTAL SHARES TENDERED Indicate in this box order (by certificate number) in which Shares are to be purchased in event of proration. (Attach additional list if necessary.)*** See Instruction 10. 1st: 2nd: 3rd: 4th: 5th: [ ] Check here if any of the certificates representing Shares that you own have been lost or destroyed. See Instruction 18. Number of Shares represented by lost or destroyed certificates: NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE USE PREADDRESSED LABEL OR FILL IN EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) NO. OF SHARES* NO. OF SHARES TENDERED** Indicate in this box order (by certificate number) in which Shares are to be purchased in event of proration. (Attach additional list if necessary.)*** See Instruction 10. 1st: 2nd: 3rd: 4th: 5th: [ ] Check here if any of the certificates representing Shares that you own have been lost or destroyed. See Instruction 18. Number of Shares represented by lost or destroyed certificates: * Does not need to be completed if Shares are tendered by book-entry transfer. ** If you desire to tender fewer than all Shares evidenced by any certificates listed above, please indicate in this column the number of Shares you wish to tender. Otherwise, all Shares evidenced by such certificates will be deemed to have been tendered. See Instruction 4. *** If you do not designate an order, in the event less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary.
1 DIVIDEND REINVESTMENT PLAN SHARES (SEE INSTRUCTION 16) This section is to be completed ONLY if Shares held in the Dividend Reinvestment Plan are to be tendered. [ ] By checking this box, the undersigned represents that the undersigned is a participant in the Dividend Reinvestment Plan and hereby instructs the Depositary to tender on behalf of the undersigned the following number of Shares credited to the Dividend Reinvestment Plan account of the undersigned at the Purchase Price per Share indicated below under the item "Price (In Dollars) Per Share At Which Shares Are Being Tendered:" ----------- Shares* * The undersigned understands and agrees that all Shares held in the Dividend Reinvestment Plan account(s) of the undersigned will be tendered if the above box is checked and the space above is left blank. Shares assigned to the undersigned's account pursuant to the dividend to be distributed by the Company on October 1, 1998, will be issued after the expiration of the Offer and cannot be tendered. [ ] Please check this box if you have tendered all Shares held in your Dividend Reinvestment Plan account(s) and desire, upon the purchase by the Company of all of your Shares in such accounts pursuant to the Offer, to terminate your participation in the Dividend Reinvestment Plan and receive the dividend to be paid on October 1, 1998, in cash. NOTE: SIGNATURE MUST BE PROVIDED BELOW. PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY. SHARES HELD IN THE SAVINGS PLAN FOR THE EMPLOYEES OF ALBEMARLE CORPORATION (THE "SAVINGS PLAN") MAY BE TENDERED ONLY BY MAKING A SEPARATE ELECTION WITH THE SAVINGS PLAN TRUSTEE. IF YOU HOLD SHARES IN THE SAVINGS PLAN, YOU MUST TENDER SUCH SHARES SEPARATELY. SHAREHOLDERS WHO CANNOT DELIVER THE CERTIFICATES FOR THEIR SHARES TO THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE (AS DEFINED BELOW)) OR WHO CANNOT COMPLETE THE PROCEDURE FOR BOOK-ENTRY TRANSFER ON A TIMELY BASIS OR WHO CANNOT DELIVER A LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY PRIOR TO THE EXPIRATION DATE MUST, IN EACH CASE, TENDER THEIR SHARES PURSUANT TO THE GUARANTEED DELIVERY PROCEDURE SET FORTH IN SECTION 3 OF THE OFFER TO PURCHASE. SEE INSTRUCTION 2. SHAREHOLDERS WHO DESIRE TO TENDER SHARES PURSUANT TO THE OFFER (AS DEFINED BELOW) AND WHO CANNOT DELIVER THE CERTIFICATES FOR THEIR SHARES (OR WHO ARE UNABLE TO COMPLY WITH THE PROCEDURES FOR BOOK-ENTRY TRANSFER ON A TIMELY BASIS) AND ALL OTHER DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL TO THE DEPOSITARY AT OR BEFORE THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE) MAY TENDER THEIR SHARES ACCORDING TO THE GUARANTEED DELIVERY PROCEDURES SET FORTH IN SECTION 3 OF THE OFFER TO PURCHASE. SEE INSTRUCTION 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. [ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK ENTRY-TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution: ----------------------------------------------------- Account Number: ------------------------------------------------------------- Transaction Code Number: ------------------------------------------------------- [ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s): ---------------------------------------------------- Date of Execution of Notice of Guaranteed Delivery: ---------------------------------------- Name of Institution that Guaranteed Delivery: -------------------------------------------- Give Account Number if Delivered by Book-Entry: Account Number: ------------------------------------------------------------- 2 ODD LOTS (SEE INSTRUCTION 8) To be completed ONLY if the Shares are being tendered by or on behalf of a person owning beneficially or of record an aggregate of fewer than 100 Shares. The undersigned either (check one box): [ ] is the beneficial or record owner of an aggregate of fewer than 100 Shares, all of which are being tendered; or [ ] is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) thereof Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all of such Shares. In addition, the undersigned is tendering Shares either (check one box): [ ] at the Purchase Price (defined below), as the same shall be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share below); or [ ] at the price per Share indicated below under "Price (in Dollars) per Share at which Shares are being Tendered" in this Letter of Transmittal. ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED CONDITIONAL TENDER (SEE INSTRUCTION 9) [ ] check here if tender of Shares is conditional on the Company purchasing all or a minimum number of tendered Shares and complete the following: Minimum number of Shares to be sold: --------------------------------------- 3 PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. TO HARRIS TRUST AND SAVINGS BANK: The undersigned hereby tenders to Albemarle Corporation, a Virginia corporation (the "Company"), the above-described shares of the Company's common stock, $.01 par value per share (the "Shares"), at the price per Share indicated in this Letter of Transmittal, net to the seller in cash, upon the terms and subject to the conditions set forth in the Company's Offer to Purchase, dated August 24, 1998 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the "Offer"). Subject to and effective upon acceptance for payment of the Shares tendered hereby in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to all the Shares that are being tendered hereby and orders the registration of all such Shares if tendered by book-entry transfer and hereby irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Depositary also acts as the agent of the Company) with respect to such Shares with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to: (a) deliver certificate(s) for such Shares or transfer ownership of such Shares on the account books maintained by the Book-Entry Transfer Facility, together with all accompanying evidences of transfer and authenticity, to, or upon the order of, the Company upon receipt by the Depositary, as the undersigned's agent, of the aggregate Purchase Price (as defined below) with respect to such Shares; (b) present certificates for such Shares for cancellation and transfer on the Company's books; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the next paragraph, all in accordance with the terms of the Offer. The undersigned hereby represents and warrants to the Company that: (a) the undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer, including the undersigned's representation and warranty that: (i) the undersigned has a net long position in Shares or equivalent securities at least equal to the Shares tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and (ii) such tender of Shares complies with Rule 14e-4; (b) when and to the extent the Company accepts such Shares for purchase, the Company will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents the Depositary or the Company deems necessary or desirable to complete the assignment, transfer and purchase of the Shares tendered hereby; and (d) the undersigned has read and agrees to all of the terms of the Offer. All authorities conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. The name(s) and address(es) of the registered holder(s) should be printed above, if they are not already printed above, exactly as they appear on the certificates representing Shares tendered hereby. The certificate numbers, the number of Shares represented by such certificates and the number of Shares that the undersigned wishes to tender should be set forth above in the appropriate boxes. The price at which such Shares are being tendered should be indicated in the box below. The undersigned understands that the Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not in excess of $19.50 nor less than $17.00 per Share) net to the seller in cash (the "Purchase Price") that it will pay for Shares properly tendered and not properly withdrawn prior to the Expiration Date pursuant to the Offer, taking into account the number of Shares so tendered and the prices (in multiples of $0.125) specified by 4 tendering shareholders. The undersigned understands that the Company will select the lowest Purchase Price that will allow it to buy 5,000,000 Shares (or such lesser number of Shares as are properly tendered at prices not in excess of $19.50 nor less than $17.00 net per Share) pursuant to the Offer. The undersigned understands that all Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn prior to the Expiration Date will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including its proration and conditional tender provisions, and that the Company will return all other Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and not withdrawn prior to the Expiration Date and Shares not purchased because of proration or conditional tender. The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer or may postpone the acceptance for payment of, or the payment for, Shares tendered or may accept for payment fewer than all of the Shares tendered hereby. In any such event, the undersigned understands that certificate(s) for any Shares delivered herewith but not tendered or not purchased will be returned to the undersigned at the address indicated above, unless otherwise indicated below under the "Special Payment Instructions" or the "Special Delivery Instructions." The undersigned recognizes that the Company has no obligation, pursuant to the Special Payment Instructions, to transfer any certificate for Shares from the name of its registered holder, or to order the registration or transfer of Shares tendered by book-entry transfer, if the Company purchases none of the Shares represented by such certificate or tendered by such book-entry transfer. The undersigned understands that acceptance of Shares by the Company for payment will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The check for the aggregate Purchase Price for such of the Shares tendered hereby as are purchased will be issued to the order of the undersigned and mailed to the address indicated above, unless otherwise indicated below under the "Special Payment Instructions" or the "Special Delivery Instructions." 5 NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (SEE INSTRUCTION 5) CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES (SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED.) [ ] $17.000 [ ] $17.375 [ ] $17.750 [ ] $18.125 [ ] $18.500 [ ] $18.875 [ ] $19.250 [ ] $17.125 [ ] $17.500 [ ] $17.875 [ ] $18.250 [ ] $18.625 [ ] $19.000 [ ] $19.375 [ ] $17.250 [ ] $17.625 [ ] $18.000 [ ] $18.375 [ ] $18.750 [ ] $19.125 [ ] $19.500
SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 6, 7 AND 11) To be completed ONLY if certificates for Shares not tendered or not purchased and/or any check for the aggregate Purchase Price of Shares purchased are to be issued in the name of and sent to someone other than the undersigned. Issue: [ ] Check to: [ ] Certificates to: Name(s): ------------------------------- (Please print) Address: ------------------------------- -------------------------------- (Zip Code) ----------------------------------------------- (Taxpayer Identification or Social Security No.) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 6, 7 AND 11) To be completed ONLY if certificates for Shares not tendered or not purchased and/or any check for the Purchase Price of Shares purchased, issued in the name of the undersigned, are to be mailed to someone other than the undersigned, or to the undersigned at an address other than that shown above. Mail: [ ] Check to: [ ] Certificates to: Name(s): ------------------------------- (Please Print) Address: ------------------------------- ------------------------------- (Zip Code) 6 PLEASE SIGN HERE (TO BE COMPLETED BY ALL SHAREHOLDERS) (PLEASE COMPLETE AND RETURN THE ENCLOSED FORM W-9) (Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.) - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ Signature(s) of Owner(s) Dated: , 1998 --------------- Name(s): ------------------------------------------------------------------------ (Please Print) Capacity (full title): ---------------------------------------------------------------------- Address: ---------------------------------------------------------------------- (Include Zip Code) Area Code(s) and Telephone Number(s): ---------------------------------------------------------------------- GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6) NAME OF FIRM: -------------------------------------------------------------------------- AUTHORIZED SIGNATURE: ---------------------------------------------------------------------- NAME: ------------------------------------------------------------------------- (Please Print) Title: ------------------------------------------------------------------------ Address: ------------------------------------------------------------------------ Dated: , 1998 ------------- 7 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. No signature guarantee is required if either: (a) this Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of such Shares) exactly as the name of the registered holder appears on the certificate tendered with this Letter of Transmittal and payment and delivery are to be made directly to such owner unless such owner has completed above either the box entitled "Special Payment Instructions" or "Special Delivery Instructions;" or (b) such Shares are tendered for the account of a firm or other entity that is a member in good standing of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each such entity, an "Eligible Institution"). In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal. See Instruction 6. 2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be used only if certificates for Shares are delivered with it to the Depositary (or such certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary) or if a tender for Shares is being made concurrently pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Certificates for all physically tendered Shares or confirmation of a book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility of Shares tendered electronically, together in each case with a properly completed and duly executed Letter of Transmittal or duly executed and manually signed facsimile of it, or an Agent's Message, and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be delivered to the Depositary on or before the Expiration Date (as defined in the Offer to Purchase). DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. The term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against such participant. Shareholders whose certificates are not immediately available or who cannot deliver certificates for their Shares and all other required documents to the Depositary before the Expiration Date, or whose Shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer, must, in any such case, tender their Shares by or through any Eligible Institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery (or a facsimile thereof) and by otherwise complying with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure, certificates for all physically tendered Shares or book-entry confirmations, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), or an Agent's Message, and all other documents required by this Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange trading days after receipt by the Depositary of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a signature guarantee by an Eligible Institution in the form set forth in such Notice. For Shares to be tendered validly pursuant to the guaranteed delivery procedure, the Depositary must receive the Notice of Guaranteed Delivery on or before the Expiration Date. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY U.S. MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. The Company will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Shares, except as expressly provided in the Offer to Purchase. All tendering shareholders, by execution of this Letter of Transmittal (or a facsimile thereof), waive any right to receive any notice of the acceptance of their tender. 3. INADEQUATE SPACE. If the space provided in the box captioned "Description of Shares Tendered" is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule and attached to this Letter of Transmittal. 8 4. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to shareholders who tender by book-entry transfer.) If fewer than all of the Shares evidenced by any certificate are to be tendered, fill in the number of Shares that are to be tendered in the column entitled "Number of Shares Tendered," in the box captioned "Description of Shares Tendered." In such case, if any tendered Shares are purchased, a new certificate for the remainder of the Shares (including any Shares not purchased) evidenced by the old certificate(s) will be issued and sent to the registered holder(s), unless otherwise specified in either the "Special Payment Instructions" or "Special Delivery Instructions" box on this Letter of Transmittal, as soon as practicable after the Expiration Date. Unless otherwise indicated, all Shares represented by the certificate(s) listed and delivered to the Depositary will be deemed to have been tendered. 5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to be properly tendered, the shareholder MUST check the box indicating the price per Share at which he or she is tendering Shares under "Price (In Dollars) Per Share at Which Shares Are Being Tendered" on this Letter of Transmittal. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A shareholder wishing to tender portions of his or her Share holdings at different prices must complete a separate Letter of Transmittal for each price at which he or she wishes to tender each such portion of his or her Shares. The same Shares cannot be tendered (unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase) at more than one price. 6. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. (a) If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever. (b) If the Shares are registered in the names of two or more joint holders, each such holder must sign this Letter of Transmittal. (c) If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of certificates. (d) When this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsement(s) of certificate(s) representing such Shares or separate stock power(s) are required unless payment is to be made or the certificate(s) for Shares not tendered or not purchased are to be issued to a person other than the registered holder(s). SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, or if payment is to be made or certificate(s) for Shares not tendered or not purchased are to be issued to a person other than the registered holder(s), the certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either case signed exactly as the name(s) of the registered holder(s) appear on the certificate(s), and the signature(s) on such certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1. (e) If this Letter of Transmittal or any certificate(s) or stock power(s) are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of their authority to so act. 7. STOCK TRANSFER TAXES. Except as provided in this Instruction 7, no stock transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal. The Company will pay or cause to be paid any stock transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however: (a) payment of the aggregate Purchase Price for Shares tendered hereby and accepted for purchase is to be made to any person other than the registered holder(s); (b) Shares not tendered or not accepted for purchase are to be registered in the name(s) of any person(s) other than the registered holder(s); or (c) tendered certificates are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal; then the Depositary will deduct from such aggregate Purchase Price the amount of any stock transfer taxes (whether imposed on the registered holder, such other person or otherwise) payable on account of the transfer to such person, unless satisfactory evidence of the payment of such taxes or any exemption from them is submitted. 9 8. ODD LOTS. As described in Section 1 of the Offer to Purchase, if the Company is to purchase fewer than all Shares tendered before the Expiration Date and not withdrawn, the Shares purchased first will consist of all Shares tendered by any shareholder who owned, of record or beneficially, an aggregate of fewer than 100 Shares, and who tenders all of his or her Shares at or below the Purchase Price, excluding participants in the Savings Plan. This preference will not be available unless the box captioned "Odd Lots" is completed. 9. CONDITIONAL TENDERS. As described in Sections 1 and 6 of the Offer to Purchase, shareholders may condition their tenders on all or a minimum number of their tendered Shares being purchased ("Conditional Tenders"). If the Company is to purchase less than all Shares tendered before the Expiration Date and not properly withdrawn, the Depositary will perform a preliminary proration, and any Shares tendered at or below the Purchase Price pursuant to a Conditional Tender for which the condition was not satisfied shall be deemed withdrawn, subject to reinstatement if such Conditionally Tendered Shares are subsequently selected by random lot for purchase subject to Sections 1 and 6 of the Offer to Purchase. Conditional tenders will be selected by lot only from shareholders who tender all of their Shares. All tendered Shares shall be deemed unconditionally tendered unless the "Conditional Tender" box is completed. The Conditional Tender alternative is made available so that a shareholder may assure that the purchase of Shares from the shareholder pursuant to the Offer will be treated as a sale of such Shares by the shareholder, rather than the payment of a dividend to the shareholder, for federal income tax purposes. Odd Lot Shares, which will not be subject to proration, cannot be conditionally tendered. It is the tendering shareholder's responsibility to calculate the minimum number of Shares that must be purchased from the shareholder in order for the shareholder to qualify for sale (rather than dividend) treatment, and each shareholder is urged to consult his or her own tax advisor. IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED AND MAY THEREBY BE DEEMED WITHDRAWN. 10. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1 of the Offer to Purchase, shareholders may designate the order in which their Shares are to be purchased in the event of proration. The order of purchase may have an effect on the federal income tax treatment of the Purchase Price for the Shares purchased. See Sections 1 and 14 of the Offer to Purchase. 11. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for Shares not tendered or not purchased and/or check(s) are to be issued in the name of a person other than the signer of the Letter of Transmittal or if such certificates and/or checks are to be sent to someone other than the person signing the Letter of Transmittal or to the signer at a different address, the boxes captioned "Special Payment Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal should be completed as applicable and signatures must be guaranteed as described in Instruction 1. 12. IRREGULARITIES. All questions as to the number of Shares to be accepted, the price to be paid therefor and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Company in its sole discretion, which determinations shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Shares, and the Company's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Dealer Manager (as defined in the Offer to Purchase), the Depositary, the Information Agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice. 13. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to, or additional copies of the Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained from, the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth at the end of this Letter of Transmittal or from your broker, dealer, commercial bank or trust company. 14. FORM W-9 AND FORM W-8. Shareholders other than corporations and certain foreign persons may be subject to backup federal income tax withholding. Each tendering shareholder who does not otherwise establish to the satisfaction of the Depositary an exemption from backup federal income tax withholding is required to provide the Depositary with a correct taxpayer identification number ("TIN") on Form W-9, which is provided with this Letter of Transmittal. For an individual, his or her TIN will generally be his or her social security number. Failure to provide the information requested or 10 to make the certification on Form W-9 may subject the tendering shareholder to 31% backup federal income tax withholding on the payments made to or for the shareholder with respect to Shares purchased pursuant to the Offer. Failing to furnish a correct TIN may subject the shareholder to a $50.00 penalty imposed by the Internal Revenue Service. Providing false information may result in additional penalties. Backup withholding is not an additional tax. Rather, the tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. Shareholders who are foreign persons should submit Form W-8 to certify that they are exempt from backup withholding. Form W-8 may be obtained from the Depositary. 15. WITHHOLDING ON FOREIGN SHAREHOLDERS. Even if a foreign shareholder has provided the required certification to avoid backup withholding, the Depositary will withhold federal income taxes equal to 30% of the gross payments payable to a foreign shareholder or his agent unless the Depositary determines that an exemption from or a reduced rate of withholding is available pursuant to a tax treaty or an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business in the United States. In order to obtain an exemption from or a reduced rate of withholding pursuant to a tax treaty, a foreign shareholder must deliver to the Depositary a properly completed Form 1001. For this purpose, a foreign shareholder is a shareholder that is not (i) a citizen or resident of the United States, (ii) a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any State thereof (including the District of Columbia) or (iii) any estate the income of which is subject to United States federal income taxation regardless of the source of such income. In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a foreign shareholder must deliver to the Depositary a properly completed Form 4224. The Depositary will determine a shareholder's status as a foreign shareholder and eligibility for a reduced rate of, or an exemption from, withholding by reference to outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (E.G., Form 1001 or Form 4224) unless facts and circumstances indicate that such reliance is not warranted. A foreign shareholder may be eligible to obtain a refund of all or a portion of any tax withheld if such shareholder meets one of the three tests for sale treatment described in Section 14 of the Offer to Purchase or is otherwise able to establish that no tax or a reduced amount of tax is due. Backup withholding generally will not apply to amounts subject to the 30% or treaty-reduced rate of withholding. Foreign shareholders are urged to consult their tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption and refund procedures. 16. DIVIDEND REINVESTMENT PLAN. If a shareholder desires to tender Shares credited to the shareholder's account under the Dividend Reinvestment Plan, the item "Dividend Reinvestment Plan Shares" should be completed. A participant in the Dividend Reinvestment Plan may complete such box on only one Letter of Transmittal submitted by such participant. If a participant submits more than one Letter of Transmittal and completes such box on more than one Letter of Transmittal, the participant will be deemed to have elected to tender all Shares credited to the shareholder's account under the Dividend Reinvestment Plan at the lowest price specified in such Letters of Transmittal. If a shareholder tenders Shares held in the Dividend Reinvestment Plan, all such Shares credited to such shareholder's account(s) including fractional Shares, will be tendered, excluding Shares credited to such shareholder's account as a result of the dividend payable on October 1, 1998 unless otherwise specified above under the item captioned "Dividend Reinvestment Plan Shares." In the event that the item "Dividend Reinvestment Plan Shares" is not completed, no Shares held in the tendering shareholder's account will be tendered. ANY DIVIDEND REINVESTMENT PLAN SHARES TENDERED BUT NOT PURCHASED WILL BE RETURNED TO THE PARTICIPANT'S DIVIDEND REINVESTMENT PLAN ACCOUNT. 17. THE SAVINGS PLAN. Participants in the Savings Plan for the Employees of Albemarle Corporation (the "Savings Plan") who wish to have Merrill Lynch Trust Company, as trustee thereof (the "Savings Plan Trustee"), tender all or part of the Shares allocated to their accounts should so indicate through the use of the Merrill Lynch Voice Response System described in the memorandum furnished to such participants. PARTICIPANTS IN THE SAVINGS PLAN MAY NOT USE THE LETTER OF TRANSMITTAL TO DIRECT THE TENDER OF THE SAVINGS PLAN SHARES, BUT MUST MAKE A SEPARATE ELECTION AS DESCRIBED IN THE MEMORANDUM TO PARTICIPANTS IN THE SAVINGS PLAN. SAVINGS PLAN PARTICIPANTS ARE URGED TO READ THE MEMORANDUM TO PARTICIPANTS IN THE SAVINGS PLAN AND RELATED MATERIALS CAREFULLY. ANY SAVINGS PLAN SHARES TENDERED BUT NOT PURCHASED WILL BE RETURNED TO THE PARTICIPANT'S SAVINGS PLAN ACCOUNT. 11 18. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s) representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify the Depositary by checking the box provided in the box titled "Description of Shares Tendered" and indicating the number of Shares so lost, destroyed or stolen and by calling the Depositary at (312) 765-8321. The shareholder will then be instructed by the Depositary as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be prepared until the procedures for replacing lost, destroyed or stolen certificates have been followed. 12 THE DEPOSITARY FOR THE OFFER IS: HARRIS TRUST AND SAVINGS BANK C/O HARRIS TRUST COMPANY OF NEW YORK BY OVERNIGHT COURIER: 88 Pine Street, 19th Floor New York, New York 10005
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND: Wall Street Station (Eligible Institutions Only) 88 Pine Street, 19th Floor P.O. Box 1010 (212) 701-7636 New York, New York 10005 New York, New York 10268-1010 CONFIRM BY TELEPHONE: (212) 701-7624
THE INFORMATION AGENT FOR THE OFFER IS: [logo] CORPORATE INVESTOR COMMUNICATIONS, INC. 111 Commerce Road, Carlstadt, New Jersey 07072 (888) 619-7386 (toll free) Banks and Brokers call: (201) 896-1900 THE DEALER MANAGER FOR THE OFFER IS: CREDIT SUISSE FIRST BOSTON CORPORATION Eleven Madison Avenue New York, NY 10010-3629 (800) 881-8320 (toll free) IMPORTANT: This Letter of Transmittal or a facsimile hereof (together with certificates for the Shares being tendered and all other required documents), or a Notice of Guaranteed Delivery must be received prior to 5:00 p.m., New York City time, on the Expiration Date. SHAREHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED FORM W-9 WITH THEIR LETTER OF TRANSMITTAL.
Form W-9 (Rev. December 1996) | REQUEST FOR TAXPAYER | GIVE FORM TO THE | IDENTIFICATION NUMBER AND CERTIFICATION | REQUESTER. DO NOT Department of the Treasury | | SEND TO THE IRS. Internal Revenue Service | | - - --------------------------------------------------------------------------------------------------------------------------------- Please print Name (If a joint account or you changed your name, see SPECIFIC INSTRUCTIONS on page 2.) or type -------------------------------------------------------------------------------------------------------------------- Business name, if different from above. (See SPECIFIC INSTRUCTIONS on page 2.) -------------------------------------------------------------------------------------------------------------------- Check appropriate box: [ ] Individual/Sole proprietor [ ] Corporation [ ] Partnership [ ] Other >_______________ -------------------------------------------------------------------------------------------------------------------- Address (number, street, and apt. or suite no.) | Requester's name and address (optional) | | ----------------------------------------------------------------------| City, state, and ZIP code | | ----------------------------------------------------------------------|--------------------------------------------- PART I TAXPAYER IDENTIFICATION NUMBER (TIN) | List account number(s) here (optional) - - -------------------------------------------------------------------------------------| Enter your TIN in the appropriate box. For | individuals, this is your social security number ------------------------------ | (SSN). However, if you are a resident alien OR a |Social Security Number | | sole proprietor, see the instructions on page 2. | | | - | - | | | | | For other entities, it is your employer | | | | | | | | | | | identification number (EIN). If you do not have a ------------------------------ |--------------------------------------------- number, see HOW TO GET A TIN on page 2. OR | Part II FOR PAYEES EXEMPT FROM BACKUP NOTE: If the account is in more than one name, -------------------------------- | WITHHOLDING (See the instructions see the chart on page 2 for guidelines on whose |Employer Identification Number| | on page 2.) number to enter | | | - | - | | | | | |--------------------------------------------- | | | | | | | | | | | | > -------------------------------- | > - - ------------------------------------------------------------------------------
PART III CERTIFICATION - - ------------------------------------------------------------------------------ Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), AND 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. CERTIFICATION INSTRUCTIONS.-You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 2.) - - ----------------------------------------------------------------------------- Sign | Here | Signature> Date> - - ----------------------------------------------------------------------------- PURPOSE OF FORM.- A person who is required to file an information return with the IRS must get your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 to give your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify the TIN you are giving is correct (or you are waiting for a number to be issued). 2. Certify you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are an exempt payee. NOTE: If a requester gives you a form other than a W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. WHAT IS BACKUP WITHHOLDING?- Persons making certain payments to you must withhold and pay to the IRS 31% of such payments under certain conditions. This is called "backup withholding." Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. If you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return, payments you receive will not be subject to backup withholding. Payments you receive WILL be subject to backup withholding if: 1. You do not furnish your TIN to the requester, or 2. The IRS tells the requester that you furnished an incorrect TIN, or 3. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 4. You do not certify to the requester that you are not subject to backup withholding under 3 above (for reportable interest and dividend accounts opened after 1983 only), or 5. You do not certify your TIN when required. See the Part III instructions on page 2 for details. Certain payees and payments are exempt from backup withholding. See the Part II instructions and the separate INSTRUCTIONS FOR THE REQUESTER OF FORM W-9. PENALTIES FAILURE TO FURNISH TIN.- If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.- If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. CRIMINAL PENALTY FOR FALSIFYING INFORMATION.- Willfully falsifying certifications or affirmations may subject you to criminal penalties, including fines and/or imprisonment. MISUSE OF TINs.- If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties. - - ------------------------------------------------------------------------------ Cat. No. 10231X Form W-9 (Rev. 12-96) Form W-9 (Rev. 12-96) Page 2 - - ------------------------------------------------------------------------------ SPECIFIC INSTRUCTIONS NAME.- If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first and then circle the name of the person or entity whose number you enter in Part I of the form. Sole Proprietor.- You must enter your INDIVIDUAL name as shown on your social security card. You must enter your business, trade, or "doing business as" name on the BUSINESS NAME line. Other Entities.- Enter the business name as shown on required Federal tax documents. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or "doing business as" name on the business name line. PART I- TAXPAYER IDENTIFICATION NUMBER (TIN) You must enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see HOW TO GET A TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, using your EIN may result in unnecessary notices to the requester. NOTE: See the chart on this page for further clarification of name and TIN combinations. HOW TO GET A TIN.- If you do not have a TIN, apply for one immediately. To apply for an SSN, get FORM SS-5 from your local Social Security Administration office. Get FORM W-7 to apply for an ITIN or FORM SS-4 to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676). If you do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester. Other payments are subject to backup withholding. NOTE: Writing "Applied For" means that you have already applied for a TIN OR that you intend to apply for one soon. PART II-FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING Individuals (including sole proprietors) are NOT exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. For more information on exempt payees, see the separate Instructions for the Requester of Form W-9. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. Enter your correct TIN in Part I, write "Exempt" in Part II, and sign and date the form. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester a completed FORM W-8, Certificate of Foreign Status. PART III-CERTIFICATION For a joint account, only the person whose TIN is shown in Part I should sign (when required). 1. INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. You must give your correct TIN, but you do not have to sign the certification. 2. INTEREST, DIVIDEND, BROKER, AND BARTER EXCHANGE ACCOUNTS OPENED AFTER 1983 AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. REAL ESTATE TRANSACTIONS. You must sign the certification. You may cross out item 2 of the certification. 4. OTHER PAYMENTS. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services (including attorney and accounting fees), and payments to certain fishing boat crew members. 5. MORTGAGE INTEREST PAID TO YOU, ACQUISITION OR ABANDONMENT OF SECURED PROPERTY, CANCELLATION OF DEBT, OR IRA CONTRIBUTIONS. You must give your correct TIN, but you do not have to sign the certification. PRIVACY ACT NOTICE Section 6109 of the Internal Revenue Code requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply. WHAT NAME AND NUMBER TO GIVE THE REQUESTER - - ------------------------------------------------------------------ FOR THIS TYPE OF ACCOUNT: | GIVE NAME AND SSN OF: - - ------------------------------------------------------------------ 1. Individual | The individual | 2. Two or more | The actual owner of the individuals (joint | account or, if combined account) | funds, the first individual | on the account(1) | 3. Custodian account of | The minor(2) a minor (Uniform Gift | to Minors Act) | | 4. a. The usual | The grantor-trustee(1) revocable savings | trust (grantor is | also trustee) | | b. So-called trust | The actual owner(1) account that is not | a legal or valid trust | under state law | | 5. Sole proprietorship | The owner(3) - - ------------------------------------------------------------------ FOR THIS TYPE OF ACCOUNT: | GIVE NAME AND EIN OF: - - ------------------------------------------------------------------ 6. Sole proprietorship | The owner(3) | 7. A valid trust, estate, or | Legal entity(4) pension trust | | 8. Corporate | The corporation | 9. Association, club, | The organization religious, charitable, | educational, or other | tax-exempt | organization | | 10. Partnership | The partnership | 11. A broker or registered | The broker or nominee nominee | | 12. Account with the | The public entity Department of | Agriculture in the name | of a public entity (such | as a state or local | government, school | district, or prison) that | receives agricultural | program payments | - - ------------------------------------------------------------------ (1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's SSN. (3) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your SSN or EIN (if you have one). (4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.



                                                                 EXHIBIT (A)(3)


                             ALBEMARLE CORPORATION
            NOTICE OF GUARANTEED DELIVERY OF SHARES OF COMMON STOCK

     This form or a facsimile hereof must be used to accept the Offer (as
defined below) if:

     (a) certificates for shares of common stock, $.01 par value per share (the
"Shares"), of Albemarle Corporation, a Virginia corporation (the "Company"),
cannot be delivered to the Depositary prior to the Expiration Date (as defined
in Section 1 of the Company's Offer to Purchase dated August 24, 1998 (the
"Offer to Purchase")); or

     (b) the procedure for book-entry transfer (set forth in Section 3 of the
Offer to Purchase) cannot be completed on a timely basis; or

     (c) the Letter of Transmittal (or a facsimile thereof) and all other
required documents cannot be delivered to the Depositary prior to the
Expiration Date.

     This form, properly completed and duly executed, may be delivered by hand,
mail or facsimile transmission to the Depositary. See Section 3 of the Offer to
Purchase.


                 TO: HARRIS TRUST AND SAVINGS BANK, DEPOSITARY

                             BY OVERNIGHT COURIER:

                     c/o Harris Trust Company of New York
                          88 Pine Street, 19th Floor
                           New York, New York 10005



                                                           
BY MAIL:                        BY FACSIMILE TRANSMISSION        BY HAND:
c/o Harris Trust Company of     (Eligible Institutions Only)     c/o Harris Trust Company of
New York                               (212) 701-7636            New York
Wall Street Station                                              88 Pine Street, 19th Floor
P.O. Box 1010                   CONFIRM BY TELEPHONE:            New York, New York 10005
New York,New York                      (212) 701-7624
10268-1010
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. 1 Ladies and Gentlemen: The undersigned hereby tenders to the Company at the price per Share indicated in this Notice of Guaranteed Delivery, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal (which together constitute the "Offer"), receipt of both of which is hereby acknowledged, Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. ODD LOTS To be completed ONLY if the Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares. The undersigned either (check one box): [ ] was the beneficial or record owner of an aggregate of fewer than 100 Shares, all of which are being tendered; or [ ] is a broker, dealer, commercial bank, trust company or other nominee that (a) is tendering for the beneficial owner(s) thereof Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all of such Shares. In addition, the undersigned is tendering Shares either (check one box): [ ] at the Purchase Price, as the same shall be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share below); or [ ] at the price per Share indicated below under "Price (in Dollars) Per Share at Which Shares are Being Tendered." ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED CONDITIONAL TENDER (SEE INSTRUCTION 9) [ ] check here if tender of Shares is conditional on the Company purchasing all or a minimum number of the tendered Shares and complete the following: Minimum number of Shares to be sold: --------------------------------------------- 2 PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES (SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE INSTRUCTION FORM FOR EACH PRICE AT WHICH SHARES ARE TENDERED.) [ ] $17.000 [ ] $17.375 [ ] $17.750 [ ] $18.125 [ ] $18.500 [ ] $18.875 [ ] $19.250 [ ] $17.125 [ ] $17.500 [ ] $17.875 [ ] $18.250 [ ] $18.625 [ ] $19.000 [ ] $19.375 [ ] $17.250 [ ] $17.625 [ ] $18.000 [ ] $18.375 [ ] $18.750 [ ] $19.125 [ ] $19.500
(Please type or print) SIGN HERE Certificate Nos. (if available): -------------------------------------------- ---------------------------------- Signature(s) ---------------------------------- Dated: Name(s) -------------------------------------- If Shares will be tendered by book-entry transfer, check this box: [ ] ---------------------------------- Address(es) ---------------------------------- Account Number: ----------------------------- ---------------------------------- Area Code(s) and Telephone Number(s)
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned is a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch or agency in the United States and represents that: (a) the above-named person(s) "own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and (b) such tender of Shares complies with such Rule 14e-4, and guarantees that the Depositary will receive (i) certificates of the Shares tendered hereby in proper form for transfer, or (ii) confirmation that the Shares tendered hereby have been delivered pursuant to the procedure for book-entry transfer (set forth in Section 3 of the Offer to Purchase) into the Depositary's account at The Depository Trust Company together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by the Letter of Transmittal, all within three New York Stock Exchange trading days after the date the Depositary receives this Notice of Guaranteed Delivery. Authorized Signature: --------------------- Name: ------------------------------------- (Please Print) Title: ------------------------------------ Name of Firm: ----------------------------- Address: ---------------------------------- - ------------------------------------------ (Including Zip Code) Area Code and Telephone Number: ---------- Date: , 1998 ------------------- DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL. 3

                                                                 EXHIBIT (A)(4)

[CREDIT SUISSE FIRST BOSTON CORPORATION LOGO] CREDIT SUISSE FIRST BOSTON CORPORATION Eleven Madison Avenue Telephone 212 325 2000 New York, NY 10010-3629
ALBEMARLE CORPORATION Offer To Purchase For Cash Up To 5,000,000 Shares Of Its Common Stock At A Purchase Price Not In Excess Of $19.50 Nor Less Than $17.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, SEPTEMBER 22, 1998, UNLESS THE OFFER IS EXTENDED. To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Albemarle Corporation, a Virginia corporation (the "Company"), has appointed us to act as Dealer Manager in connection with its offer to purchase up to 5,000,000 shares of the Company's Common Stock, $.01 par value per share (the "Shares"), at prices not in excess of $19.50 nor less than $17.00 net per Share, specified by its shareholders, upon the terms and subject to the conditions set forth in its Offer to Purchase, dated August 24, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"). The Company will determine the single per Share price, not in excess of $19.50 nor less than $17.00 per Share, net to the seller in cash (the "Purchase Price"), that it will pay for Shares properly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the lowest Purchase Price that will allow it to buy 5,000,000 Shares (or such lesser number of Shares as are properly tendered). All Shares acquired in the Offer will be acquired at the Purchase Price. All Shares properly tendered at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration and conditional tender provisions. Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration will be returned. The Company reserves the right, in its sole discretion, to purchase more than 5,000,000 Shares pursuant to the Offer. See Sections 1 and 15 of the Offer to Purchase. If, prior to the Expiration Date (as defined in the Offer to Purchase), more than 5,000,000 Shares (or such greater number of Shares as the Company may elect to purchase) are properly tendered and not withdrawn, the Company will, upon the terms and subject to the conditions of the Offer, accept Shares for purchase first from Odd Lot Holders (as defined in the Offer to Purchase) who properly tender their Shares at or below the Purchase Price and then on a PRO RATA basis from all other shareholders whose Shares are properly tendered at or below the Purchase Price and not withdrawn. If any shareholder tenders Shares and does not wish to have such Shares purchased subject to proration, such shareholder may tender Shares subject to the condition that a specified minimum number of Shares (which may be represented by designated stock certificates) or none of such Shares be purchased. See Sections 1, 3 and 6 of the Offer to Purchase. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS SUBJECT, HOWEVER, TO CERTAIN OTHER CONDITIONS. SEE SECTION 7 OF THE OFFER TO PURCHASE. For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Offer to Purchase, dated August 24, 1998; 2. Letter to Clients, which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 3. Letter, dated August 24, 1998, from Floyd D. Gottwald, Jr., Chairman of the Board and Chief Executive Officer of the Company, to shareholders of the Company; 4. Letter of Transmittal for your use and for the information of your clients (together with accompanying Form W-9); and 5. Notice of Guaranteed Delivery to be used to accept the Offer if the Share certificates and all other required documents cannot be delivered to the Depositary by the Expiration Date or if the procedure for book-entry transfer cannot be completed on a timely basis. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, SEPTEMBER 22, 1998, UNLESS THE OFFER IS EXTENDED. No fees or commissions will be payable to brokers, dealers or any person for soliciting tenders of Shares pursuant to the Offer other than fees paid to the Dealer Manager, the Information Agent or the Depositary as described in the Offer to Purchase. The Company will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to the beneficial owners of Shares held by you as a nominee or in a fiduciary capacity. The Company will pay or cause to be paid any stock transfer taxes applicable to its purchase of Shares, except as otherwise provided in Instruction 7 of the Letter of Transmittal. In order to take advantage of the Offer, a duly executed and properly completed Letter of Transmittal and any other required documents should be sent to the Depositary with either certificate(s) representing the tendered Shares or confirmation of their book-entry transfer, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase. As described in Section 3, "The Offer -- Procedures for Tendering Shares" of the Offer to Purchase, tenders may be made without the concurrent deposit of stock certificates or concurrent compliance with the procedure for book-entry transfer, if such tenders are made by or through a broker or dealer that is a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch or agency in the United States. Certificates for Shares so tendered (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at the "Book-Entry Transfer Facility" described in the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange trading days after timely receipt by the Depositary of a properly completed and duly executed Notice of Guaranteed Delivery. Any inquiries you may have with respect to the Offer should be addressed to Credit Suisse First Boston Corporation or to the Information Agent at their respective addresses and telephone numbers set forth on the back cover page of the Offer to Purchase. Additional copies of the enclosed material may be obtained from the Information Agent, Corporate Investor Communications, Inc., telephone: (888) 619-7386 (toll free) or from the undersigned, telephone: (800) 881-8320 (toll free). Very truly yours, CREDIT SUISSE FIRST BOSTON CORPORATION Enclosures NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

                                                                  EXHIBIT(A)(5)


 
                             ALBEMARLE CORPORATION
                       Offer To Purchase For Cash Up To
                     5,000,000 Shares Of Its Common Stock
                  At A Purchase Price Not In Excess Of $19.50
                         Nor Less Than $17.00 Per Share

     THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY  TIME, ON TUESDAY, SEPTEMBER 22, 1998, UNLESS THE OFFER IS
                                   EXTENDED.
 

To Our Clients:

     Enclosed for your consideration are the Offer to Purchase, dated August
24, 1998 (the "Offer to Purchase"), and the related Letter of Transmittal
(which together constitute the "Offer") in connection with the Offer by
Albemarle Corporation, a Virginia corporation (the "Company"), to purchase up
to 5,000,000 shares of its Common Stock, $.01 par value per share (the
"Shares"), at prices not in excess of $19.50 nor less than $17.00 net per
Share, specified by tendering shareholders, upon the terms and subject to the
conditions set forth in the Offer.

     The Company will determine the single per Share price, not in excess of
$19.50 nor less than $17.00 per Share, net to the seller in cash (the "Purchase
Price"), that it will pay for Shares properly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified
by tendering shareholders. The Company will select the lowest Purchase Price
that will allow it to buy 5,000,000 Shares (or such lesser number of Shares as
are properly tendered). All Shares acquired in the Offer will be acquired at
the Purchase Price. All Shares properly tendered at prices at or below the
Purchase Price and not withdrawn will be purchased at the Purchase Price, upon
the terms and subject to the conditions of the Offer, including the proration
and conditional tender provisions. Shares tendered at prices in excess of the
Purchase Price and Shares not purchased because of proration will be returned.
The Company reserves the right, in its sole discretion, to purchase more than
5,000,000 Shares pursuant to the Offer. See Sections 1 and 15 of the Offer to
Purchase.

     If, prior to the Expiration Date (as defined in the Offer to Purchase),
more than 5,000,000 Shares (or such greater number of Shares as the Company may
elect to purchase) are properly tendered and not withdrawn, the Company, upon
the terms and subject to the conditions of the Offer, will accept Shares for
purchase first from Odd Lot Holders (as defined in the Offer to Purchase) who
properly tender their Shares at or below the Purchase Price and then on a pro
rata basis from all other shareholders whose Shares are properly tendered at or
below the Purchase Price and not withdrawn. If any shareholder tenders Shares
and does not wish to have such Shares subject to proration, such shareholder
may tender Shares subject to the condition that a specified minimum number of
Shares (which may be represented by designated stock certificates) or none of
such Shares be purchased. See Sections 1, 3 and 6 of the Offer to Purchase.

     We are the owner of record of Shares held for your account. As such, we
are the only ones who can tender and then only pursuant to your instructions.
WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU
CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.

     Please instruct us as to whether you wish us to tender any or all of the
Shares we hold for your account on the terms and subject to the conditions of
the Offer.

     We call your attention to the following:

      1. You may tender Shares at prices not in excess of $19.50 nor less than
   $17.00 per Share as indicated in the attached Instruction Form, net to you
   in cash.

      2. You may condition your tender of Shares on the Company purchasing all
   or a minimum number of your Shares.

      3. You may designate the priority in which your Shares shall be purchased
   in the event of proration.

      4. The Offer is not conditioned upon any minimum number of Shares being
   tendered.

      5. The Offer, proration period and withdrawal rights will expire at 5:00
   P.M, New York City time, on Tuesday, September 22, 1998, unless the Company
   extends the Offer.

      6. The Offer is for 5,000,000 Shares, constituting approximately 9.5% of
   the Shares outstanding as of July 31, 1998.


      7. Tendering shareholders will not be obligated to pay any brokerage
   commissions to the Dealer Manager, the Information Agent or the Depositary,
   solicitation fees or, subject to Instruction 7 of the Letter of
   Transmittal, any stock transfer taxes on the Company's purchase of Shares
   pursuant to the Offer.

      8. If you beneficially held an aggregate of fewer than 100 Shares and you
   instruct us to tender on your behalf all such Shares at or below the
   Purchase Price before the Expiration Date (as defined in the Offer to
   Purchase) and check the box captioned "Odd Lots" in the attached
   Instruction Form, the Company, upon the terms and subject to the conditions
   of the Offer, will accept all such Shares for purchase before proration, if
   any, of the purchase of other Shares properly tendered at or below the
   Purchase Price.

      9. If you wish to tender portions of your Shares at different prices, you
   must complete a separate Instruction Form for each price at which you wish
   to tender each such portion of your Shares. We must submit separate Letters
   of Transmittal on your behalf for each price you will accept.

     If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing, detaching and returning to us the
attached Instruction Form. An envelope to return your Instruction Form to us is
enclosed. If you authorize us to tender your Shares, we will tender all such
Shares unless you specify otherwise on the attached Instruction Form.

     YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF THE
OFFER. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON TUESDAY, SEPTEMBER 22, 1998, UNLESS THE COMPANY EXTENDS
THE OFFER.

     As described in Section 1 of the Offer to Purchase, if more than 5,000,000
Shares have been properly tendered at prices at or below the Purchase Price and
not properly withdrawn prior to the Expiration Date (as defined in the Offer to
Purchase), the Company will purchase properly tendered Shares on the basis set
forth below:

      (a) FIRST, all Shares properly tendered and not withdrawn prior to the
   Expiration Date by any Odd Lot Holder (as defined in the Offer to Purchase)
   who:

         (1) tenders all Shares beneficially owned by such Odd Lot Holder at a
      price at or below the Purchase Price (tenders of less than all Shares
      owned by such shareholder will not qualify for this preference); and

         (2) completes the box captioned "Odd Lots" on the Letter of
      Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and
       

      (b) SECOND, after purchase of all of the foregoing Shares, all Shares
   conditionally tendered in accordance with Section 6 of the Offer to
   Purchase, for which the condition was satisfied, and all other Shares
   tendered properly and unconditionally at prices at or below the Purchase
   Price and not properly withdrawn prior to the Expiration Date, on a pro
   rata basis (with appropriate adjustments to avoid purchases of fractional
   Shares) as described in the Section 1 of the Offer to Purchase; and

      (c) THIRD, if necessary, Shares conditionally tendered, for which the
   condition was not satisfied, at or below the Purchase Price and not
   properly withdrawn prior to the Expiration Date, selected by random lot in
   accordance with Section 6 of the Offer to Purchase.

     You may condition your tender on the Company purchasing a minimum number
of your tendered Shares. In such case, if as a result of the preliminary
proration provisions in the Offer to Purchase the Company would purchase less
than such minimum number of your Shares, then the Company will not purchase any
of your Shares, except as provided in the next sentence. In such case, if as a
result of conditionally tendered Shares not being purchased the total number of
Shares that would have been purchased is less than 5,000,000, the Company will
select, by random lot, for purchase from shareholders who tender all their
Shares, conditionally tendered Shares for which the condition, based on a
preliminary proration, has not been satisfied. See Section 1 of the Offer to
Purchase.

     The Offer is being made to all holders of Shares. The Company is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to a valid state statute. If the Company becomes aware
of any valid state statute prohibiting the making of the Offer, the Company
will make a good faith effort to comply with such statute. If, after such good
faith effort, the Company cannot comply with such statute, the Offer will not
be made to, nor will tenders be accepted from or on behalf of, holders of
Shares in such state. In those jurisdictions whose securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of the Company by the Dealer Manager
or one or more registered brokers or dealers licensed under the laws of such
jurisdictions.


                               INSTRUCTION FORM


          INSTRUCTIONS FOR TENDER OF SHARES OF ALBEMARLE CORPORATION

     Please tender to Albemarle Corporation (the "Company"), on (our) (my)
behalf, the number of Shares indicated below, which are beneficially owned by
(us) (me) and registered in your name, upon terms and subject to the conditions
contained in the Offer to Purchase of the Company dated August 24, 1998, and
the related Letter of Transmittal, the receipt of both of which is
acknowledged.
 
                Number of Shares to be tendered:        Shares

                                        
 
                                   ODD LOTS
                              (SEE INSTRUCTION 8)

[ ]  By checking this box the undersigned represents that the undersigned owns,
     beneficially or of record, an aggregate of fewer than 100 Shares and is
     tendering all of such Shares.

In addition, the undersigned is tendering Shares either (check one box):

[ ]  at the Purchase Price, as the same shall be determined by the Company in
     accordance with the terms of the Offer (persons checking this box need not
     indicate the price per Share below); or

[ ]  at the price per Share indicated below under "Price (in Dollars) per Share
     at Which Shares are being tendered."


                ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED
                                        
                                        
 
                              CONDITIONAL TENDER


[ ]  check here if tender of Shares is conditional on the Company purchasing
     all or minimum number of the tendered Shares and complete the following:

       Minimum number of Shares to be sold:
                                           ---------------
      
 



                                                                                        
                         PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
 
                                            CHECK ONLY ONE BOX.
                              IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
                                     THERE IS NO PROPER TENDER OF SHARES
 (SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF
 TRANSMITTAL
 FOR EACH PRICE AT WHICH SHARES ARE TENDERED.)
 
[ ] $17.000   [ ] $17.375 [ ] $17.750  [ ] $18.125   [ ] $18.500  [ ] $18.875   [ ] $19.250
[ ] $17.125   [ ] $17.500 [ ] $17.875  [ ] $18.250   [ ] $18.625  [ ] $19.000   [ ] $19.375
[ ] $17.250   [ ] $17.625 [ ] $18.000  [ ] $18.375   [ ] $18.750  [ ] $19.125   [ ] $19.500
                                                                                                               
  
  
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER. HOWEVER, NONE OF THE COMPANY, ITS BOARD OF DIRECTORS OR THE DEALER MANAGER MAKES ANY RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHAT PRICE OR PRICES SHARES SHOULD BE TENDERED. Signature(s): ------------------------------ - ------------------------------------------- Name(s): ----------------------------------- - ------------------------------------------ (Please Print) - ------------------------------------------ (Taxpayer Identification or Social Security Number) Address: ---------------------------------- - ----------------------------------------- (Including Zip Code) Area Code and Telephone Number: ---------- Date: , 1998 ----------------------- IMPORTANT: SHAREHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED FORM W-9 WITH THEIR INSTRUCTION FORM.

                                                                 EXHIBIT (A)(6)


                       SAVINGS PLAN FOR THE EMPLOYEES OF
                             ALBEMARLE CORPORATION

To: Participants in the Savings Plan for the Employees of Albemarle
    Corporation

Re: Albemarle Corporation's Offer to Purchase for Cash 5,000,000 Shares of its
    Common Stock (or such lesser number of Shares of its Common Stock as are
    properly tendered)

Date: August 24, 1998

     This memorandum is being sent to you because you are a participant in the
Savings Plan for the Employees of Albemarle Corporation (the "Savings Plan").

     The Savings Plan is described in the Summary Plan Description ("SPD").
Please refer to your Savings Plan SPD for more information regarding the
Savings Plan.


ALBEMARLE CORPORATION IS OFFERING TO PURCHASE SHARES OF ITS COMMON STOCK

     Albemarle Corporation (the "Company") is inviting its shareholders to
tender shares of the Company's common stock, $.01 par value per share (the
"Shares"), for sale directly to the Company. Shareholders are being invited to
tender their Shares at prices not in excess of $19.50 nor less than $17.00 net
per Share. The details of the invitation to Company shareholders, including
Merrill Lynch Trust Company, the trustee of the Savings Plan (the "Trustee")
and holder of record of any Shares held in your Savings Plan accounts, are
described in the Company's Offer to Purchase, dated August 24, 1998 (the "Offer
to Purchase") and this memorandum (which together constitute the "Offer" for
purposes of tendering shares held in your Savings Plan Account). Copies of the
Offer to Purchase and certain related materials (excluding the Letter of
Transmittal) which are being sent to the Company's shareholders generally, are
enclosed for your review.

     The Letter of Transmittal referred to above and in the Offer to Purchase
cannot be used to tender the Shares held in your Savings Plan Account. Also,
please note that if you hold an "odd lot," as described in Section 1 of the
Offer to Purchase, in your Savings Plan account, the special odd lot purchase
rule will not apply to your Shares in the Savings Plan. That is, the proration
provisions that will apply if more than 5,000,000 Shares are properly tendered
(as described in Section 1 of the Offer to Purchase) will apply to any Shares
tendered from the Savings Plan, even if you are an odd lot holder.


YOUR DECISION WHETHER TO TENDER

     As a participant in the Savings Plan you may direct the Trustee to tender
Shares allocated to your Savings Plan account pursuant to the Offer.
PARTICIPANTS CONSIDERING TENDERING SHARES FROM THEIR SAVINGS PLAN ACCOUNT
SHOULD REVIEW CAREFULLY THE TAX CONSEQUENCES OF DOING SO. (SEE "POTENTIAL TAX
CONSEQUENCES OF TENDERING SHARES" BELOW.) ALSO, THE PROCEEDS FROM ANY SALE OF
SHARES FROM YOUR SAVINGS PLAN ACCOUNT WILL NOT BE DISTRIBUTED TO YOU. INSTEAD,
ANY PROCEEDS WILL CONTINUE TO BE HELD IN THE SAVINGS PLAN AND WILL BE
REINVESTED IN THE MERRILL LYNCH RETIREMENT PRESERVATION TRUST (THE MONEY MARKET
FUND) IN ACCORDANCE WITH THE PLAN. (SEE "REINVESTMENT OF SALE PROCEEDS" BELOW).
 


HOW TO TENDER SHARES

     If you wish to direct the Trustee to tender all or part of the eligible
Shares in your Savings Plan account, you should call the Merrill Lynch Voice
Response System at 1-800-228-4015 by 5:00 p.m. Eastern Daylight Time, on
Thursday, September 17, 1998. Before deciding whether or not to tender your
Shares, please carefully read the enclosed materials.

     YOUR ELECTION WILL BE EFFECTIVE ONLY IF YOU CALL THE MERRILL LYNCH VOICE
RESPONSE SYSTEM BY 5:00 P.M., EASTERN DAYLIGHT TIME, ON THURSDAY, SEPTEMBER 17,
1998. Any calls that are received after this deadline will not be accepted.
Your decision to tender (or not to tender) and your reinvestment election are
personal decisions you should make based upon your own personal circumstances
and desires.

     SAVINGS PLAN ACCOUNTS. Under the Savings Plan, you may direct the Trustee
to tender all or part of the Shares that are allocated to your account
including Shares that were purchased with Company matching contributions. The
service representative at the Merrill Lynch Voice Response System will provide
you with the current number of shares allocated to your account in the
Albemarle Common Stock Fund. Unallocated Shares (for example, Shares that were
recently purchased by the Trustee) are not subject to your tender direction.
The Trustee will decide whether and, if so, upon what terms, unallocated Shares
will be tendered.


REINVESTMENT OF SALE PROCEEDS

     If you direct the Trustee to tender Shares allocated to your account in
the Savings Plan, proceeds from the sale of the Shares will be invested in the
Money Market Fund. In accordance with the Savings Plan's investment transfer
provisions, you will be able to transfer amounts from the Money Market Fund to
the Saving Plan's other investment funds. The first opportunity that you will
have to transfer sale proceeds from the Money Market Fund to the Savings Plan's
other investment funds will be the date that the Savings Plan Trustee posts the
payment for the tendered Shares to your Savings Plan accounts, which is
expected to occur as soon as practicable following the expiration of the Offer.
 

     IF YOU TENDER SHARES AND LATER ELECT TO TRANSFER FROM THE MONEY MARKET
FUND TO THE ALBEMARLE COMMON STOCK FUND, THE CASH WILL BE USED TO PURCHASE
COMMON STOCK AT THE MARKET PRICE AT THE TIME OF TRANSFER. ACCORDINGLY, THE
REINVESTMENT PURCHASE PRICE MAY BE HIGHER THAN THE SALE PRICE. THIS WOULD
RESULT IN A DECREASE IN THE NUMBER OF SHARES CREDITED TO YOUR SAVINGS PLAN
ACCOUNT. IT IS ALSO POSSIBLE THAT THE REINVESTMENT PRICE WILL BE LOWER THAN THE
TENDER OFFER SALE PRICE, WHICH WOULD RESULT IN AN INCREASED NUMBER OF SHARES
BEING CREDITED TO YOUR ACCOUNT. THERE CAN BE NO ASSURANCE OF THE REINVESTMENT
PRICE, SINCE IT IS DEPENDENT ON MARKET CONDITIONS AT THE TIME. ALSO, FAVORABLE
TAX TREATMENT UNDER THE SAVINGS PLAN MAY BE LOST AS A RESULT OF TENDERING
SHARES FROM YOUR ACCOUNT. SEE "POTENTIAL TAX CONSEQUENCES OF TENDERING SHARES"
IN THIS MEMORANDUM.


POTENTIAL TAX CONSEQUENCES OF TENDERING SHARES

     TENDERING AND SELLING SHARES FROM YOUR SAVINGS ACCOUNT NOW COULD RESULT IN
THE LOSS OF A FAVORABLE TAX TREATMENT AVAILABLE WITH RESPECT TO ANY SHARES THAT
SUBSEQUENTLY ARE DISTRIBUTED TO YOU FROM THE SAVINGS PLAN. Shares that you
receive in a distribution from the Savings Plan generally are eligible for
favorable tax treatment. Specifically, depending upon the type of distribution,
all or a portion of any "net unrealized appreciation" on the Shares is not
taxable to you until you sell the Shares. If you tender and sell Shares from
your Savings Plan account, any net unrealized appreciation in the Shares that
are sold will be lost. In addition, if the proceeds are transferred from the
Money Market Fund to the Albemarle Common Stock Fund, the cost of the Shares in
your account will be recalculated to reflect current market prices of the newly
acquired Shares. If your net unrealized appreciation is lost, the amount of tax
that you owe immediately upon receipt of a Savings Plan distribution may be
greater than if you had not tendered and sold your Shares in the Offer.


CHANGING YOUR INSTRUCTION TO TRUSTEE

     As more fully described in Section 4 of the Offer to Purchase, tenders
will be deemed irrevocable unless withdrawn by the dates specified therein. If
you instruct the Trustee to tender Shares, and you subsequently decide to
change your instructions, you may do so by calling the Merrill Lynch Voice
Response System NO LATER THAN 5:00 P.M., EASTERN DAYLIGHT TIME, ON THURSDAY,
SEPTEMBER 17, 1998. Any notice of change of instruction to the Trustee must
specify your name, your social security number, the number of Shares tendered,
whether employee pre-tax, employee after-tax or employer matching shares, and
the number of Shares to be withdrawn. Upon receipt of a timely notice of change
of instruction to the Trustee, previous instructions to tender with respect to
such Shares will be deemed cancelled. If you later wish to retender Shares, you
may call the Merrill Lynch Voice Response System at 1-800-228-4015 AT OR BEFORE
5:00 P.M., EASTERN DAYLIGHT TIME, ON THURSDAY, SEPTEMBER 17, 1998.


IF YOU HAVE QUESTIONS

     If you have any questions about the Offer or any of the other matters
discussed above, please call Corporate Investor Communications, Inc., the
Information Agent, at (888) 619-7386 (toll free). If you wish, your inquiry may
be made on a confidential basis. If you have questions about the Savings Plan,
please refer to the Savings Plan SPD. Additional copies of the SPD for the
Savings Plan may be obtained from your local human resources representative or
Janet Gianelloni, Manager, Benefits at (504) 388-7619.

NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
PARTICIPANT AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH
PARTICIPANT MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES AND, IF
SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE OR PRICES.


                                                                 EXHIBIT (A)(7)


                                                                   NEWS RELEASE


               ALBEMARLE CORPORATION ANNOUNCES SELF-TENDER OFFER

     RICHMOND, Va, August 21 -- Albemarle Corporation (NYSE: ALB) announced
that its board of directors has authorized the purchase of as many as five
million shares of its common stock in a tender offer it expects to begin August
24 and end on September 22, 1998.

     The offer to purchase shares will be at prices not in excess of $19.50,
nor less than $17.00 per share. Albemarle will consider the responses to the
offer and select the lowest purchase price that will allow it to buy five
million shares.

     The Company will pay the same price per share for all shares purchased in
the offering. If the number of shares properly tendered is equal to or less
than the number of shares Albemarle seeks to purchase through the offer, the
purchase price will be the highest price of those prices specified by tendering
shareholders. If the number of shares tendered is greater than the number
sought, the Company will select the purchase price that will allow it to buy
the number of shares it seeks.

     Credit Suisse First Boston, dealer manager, has been retained by the
Company to advise on this offering. Corporate Investor Communications, Inc. has
been appointed information agent.

     Floyd D. Gottwald, Jr., chairman and chief executive officer, said "We
believe the repurchase of our shares currently represents an excellent use of
available funds and indicates our confidence in Albemarle's future. Our balance
sheet is strong and allows significant borrowing capacity when needed."

     The Company also announced that its board of directors has declared a
dividend of nine cents a share on the Company's common stock payable on October
1, 1998. The dividend will be payable to shareholders of record at the close of
business on September 15, 1998, regardless of whether their shares have been
tendered in the tender offer before or after the record date.

     Albemarle Corporation is a global supplier of specialty chemicals and
intermediates that enhance consumer products. The Company serves markets for
polymers, detergents, pharmaceuticals and petroleum and agricultural chemicals.
 

                                                                 EXHIBIT (A)(8)



This announcement is neither an offer to purchase nor a solicitation to sell
Shares. The Offer is made solely by the Offer to Purchase dated August 24, 1998
and the related Letter of Transmittal, and any amendments of supplements
thereto, which are being mailed to shareholders of the Albemarle Corporation on
or about August 24, 1998. While the Offer is being made to all shareholders of
the Company, tenders will not be accepted from or on behalf of the shareholders
in any jurisdiction in which the acceptance thereof would not be in compliance
with the laws of such jurisdiction in which the acceptance thereof would not be
in compliance with the laws of such jurisdiction. In those jurisdictions whose
laws require the Offer to be made by a licensed broker or dealer, the Offer
shall be deemed to be made on behalf of the Company by Credit Suisse First
Boston Corporation ("Credit Suisse First Boston" or the "Dealer Manager") or one
or more registered brokers or dealers licensed under the laws of such
jurisdiction.



                      NOTICE OF OFFER TO PURCHASE FOR CASH

                                       BY

                             ALBEMARLE CORPORATION

                   Up to 5,000,000 Shares Of Its Common Stock
                      at a purchase price not in excess of
                     $19.50 nor less than $17.00 per share

        Albemarle Corporation, a Virginia corporation (the "Company"), invites
its shareholders to tender up to 5,000,000 (or such lesser number of shares as
are properly tendered) shares of its Common Stock, $.01 par value per share (the
"Shares"), at prices not in excess of $19.50 nor less than $17.00 net per Share
in cash, as specified by such shareholders, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal (which together constitute the "Offer").

     THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
      NEW YORK CITY TIME, ON TUESDAY, SEPTEMBER 22, 1998, UNLESS THE OFFER
                                  IS EXTENDED.



     The Offer is not conditioned on any minimum number of Shares being
tendered, but is subject to certain other conditions.
     The Board of Directors of the Company has approved unanimously the Offer.
However, neither the Company nor its Board of Directors makes any recommendation
to shareholders as to whether to tender or refrain from tendering their Shares.
Each shareholder must make the decision whether to tender Shares and, if so, how
many Shares and at what price or prices Shares should be tendered. The Company
has been advised that none of its Directors or Executive Officers intends to
tender any Shares pursuant to the Offer.
     As promptly as practicable following the Expiration Date (as defined 
below), the Company will purchase up to 5,000,000 Shares or such lesser number 
of Shares as are properly tendered (and not properly withdrawn in accordance
with Section 4 of the Offer to Purchase) prior to the Expiration Date at prices
not in excess of $19.50 nor less than $17.00 net per Share in cash. The term
"Expiration Date" means 5:00 P.M., New York City time, on Tuesday, September 22,
1998, unless and until the Company, in its sole discretion, shall have properly
extended the period of time during which the Offer will remain open, in which
event the term "Expiration Date" shall refer to the latest time and date at
which the Offer, as so extended by the Company, shall expire.
     The Company will select the lowest price per share (the "Purchase Price")
that will allow it to buy 5,000,000 Shares (or such lesser number of Shares as
are properly tendered) at prices not in excess of $19.50 nor less than $17.00
net per Share. All Shares properly tendered at prices at or below the Purchase
Price and not withdrawn will be purchased at the Purchase Price, subject to the
terms and the conditions of the Offer, including the proration and conditional
tender provisions. All Shares purchased in the Offer will be purchased at the
Purchase Price. The Company is making the Offer because the Board of Directors
believes that, given the current market price of the Shares, the purchase of the
Shares is an attractive use of the Company's funds.
     Upon the terms and subject to the conditions of the Offer, if more than
5,000,000 Shares have been properly tendered at prices at or below the Purchase
Price and not properly withdrawn prior to the Expiration Date, the Company will
purchase properly tendered Shares on the following basis: (a) first, all Shares
properly tendered and not properly withdrawn prior to the Expiration Date by any
Odd Lot Holder (as defined in the Offer to Purchase) who was a holder of record
on August 21, 1998 and who: (1) tenders all Shares beneficially owned by such
Odd Lot Holder at a price at or below the Purchase Price (partial tenders will
not qualify for this preference); and (2) completes the box captioned "Odd Lots"
on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed
Delivery; and (b) second, after purchase of all the foregoing Shares, all
Shares conditionally tendered, for which the condition was satisfied, and all
other Shares tendered properly and unconditionally at prices at or below the
Purchase Price and not properly withdrawn prior to the Expiration Date, on a pro
rata basis (with appropriate adjustments to avoid purchases of fractional 
Shares) as described below, and (c) third, if necessary, Shares conditionally
tendered, for which the condition was not satisfied, at or below the Purchase
Price and not properly withdrawn prior the Expiration Date, selected by random
lot from among shareholders who tendered all Shares owned. The Company also
reserves the right, but will not be obligated to purchase all Shares fully
tendered by any shareholder who tendered all Shares owned, beneficially or of
record, at or below the Purchase Price and who, as a result of proration, would
then own, beneficially or of record, an aggregate of fewer than 100 Shares.


        The Company expressly reserves the right, in its sole discretion, at any
time and from time to time to extend the period of time during which the Offer
is open and thereby delay acceptance for payment of, and payment for, any Shares
by giving oral or written notice of such extension  to the Harris Trust and
Savings Bank (the "Depositary") and making a public announcement thereof.

        Shares tendered pursuant to the Offer may be withdrawn at any time prior
to the Expiration Date and, unless theretofore accepted for payment by the
Company pursuant to the Offer, may also be withdrawn at any time after 12:00
Midnight, New York City time, on Wednesday, October 21, 1998. For a withdrawal
to be effective, a notice of withdrawal must be in written, telegraphic or
facsimile transmission form and must be received in a timely manner by the
Depositary at its address set forth on the back cover of the Offer to Purchase.
Any such notice of withdrawal must specify the name of the tendering
shareholder, the name of the registered holder, if different from that of the
person who tendered such Shares, the number of Share tendered and the number of
Shares to be withdrawn. If the certificates for Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the release
of such certificates, the tendering shareholder must also submit the serial
numbers shown on the particular certificates for Shares to be withdrawn and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution (except in the cash of Shares tendered by an Eligible Institution).
If shares have been tendered pursuant to the procedure for book-entry tender set
forth in the Offer to Purchase, the notice of withdrawal also must specify the
name and the number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares and otherwise comply with the procedures of
such facility.

        The Offer to Purchase and the Letter of Transmittal contain important
information which should be read carefully before any decision with respect to
any tenders are made.

        The information required to be disclosed by Rule 13e-4(d)(1) of the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference. The Offer to Purchase and the
related Letter of Transmittal are being mailed to record holders of Shares and
are being furnished to brokers, banks and similar persons whose names, or the
names of whose nominees, appear on the Company's shareholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Shares.

        Additional copies of the Offer to Purchase and the Letter of Transmittal
may be obtained from the Information Agent and the Dealer Manager and will be
furnished promptly at the Company's expense. No fees or commissions will be paid
to brokers, dealers or other persons (other than the Dealer Manager and the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.

                The Information Agent for the Offer is:

[logo]          Corporate Investor Communications, Inc.

                111 Commerce Road  o  Carlstadt, New Jersey 07072-2586
                Banks and Brokers call collect (201) 896-1900
                All others call toll free (888) 619-7386

                      The Dealer Manager for the Offer is:
                       [Credit Suisse First Boston logo]
                             Eleven Madison Avenue
                         New York, New York 10010-3629
                           (800) 881-8320 (toll free)

August 24, 1998






                                                                 EXHIBIT (A)(9)


[ALBEMARLE CORPORATION LOGO]

     FLOYD D. GOTTWALD, JR.
     CHAIRMAN OF THE BOARD AND
       CHIEF EXECUTIVE OFFICER

                                August 24, 1998

TO OUR SHAREHOLDERS:

     Albemarle Corporation ("Albemarle") is offering to purchase 5,000,000
shares (or such lesser number as are properly tendered), or approximately 9.5%
of the currently outstanding shares, of its common stock (the "Shares") from
existing shareholders. The price will not be in excess of $19.50 nor less than
$17.00 net per Share. Albemarle is conducting the tender offer through a
procedure commonly referred to as a "Dutch Auction." This allows you to select
the price within the specified price range at which you are willing to sell
your Shares to Albemarle. On August 21, 1998, the last full trading day prior
to the announcement and commencement of the offer, the closing price per share
for Albemarle's common stock on the New York Stock Exchange (the "NYSE") was
$17.4375.

     Any shareholder whose Shares are purchased in the offer will receive the
total purchase price in cash and will not incur the usual transaction costs
associated with open-market sales. Any shareholders owning an aggregate of less
than 100 Shares whose Shares are purchased pursuant to the offer will avoid the
applicable odd lot discounts payable on sales of odd lots on the NYSE.

     Albemarle will pay the same per Share price (the "Purchase Price") for all
Shares it purchases in the offer. If the number of Shares properly tendered is
equal to or less than the number of Shares Albemarle seeks to purchase through
the offer, the Purchase Price will be the highest price of those specified by
tendering shareholders. All Shares properly tendered at prices at or below the
Purchase Price and not withdrawn on or prior to the Expiration Date (as defined
in the Offer to Purchase) will be purchased at the Purchase Price, net to the
seller in cash, subject to the terms and conditions described in the Offer to
Purchase and the related Letter of Transmittal. Those terms and conditions
include, among other things, provisions relating to possible proration,
conditional tenders and the tender of odd lots.

     If tendering shareholders properly tender more than the number of Shares
Albemarle seeks to purchase through the offer, Albemarle will take into account
the number of Shares so tendered and certain other factors described in the
Offer to Purchase and select the Purchase Price that will allow Albemarle to
buy the number of Shares that it seeks to purchase through the offer. In such
circumstances, Albemarle would not purchase the Shares of any tendering
shareholder who specified a price per Share above the Purchase Price.

     The offer is explained in detail in the Offer to Purchase and Letter of
Transmittal. We encourage you to read these materials carefully before making
any decision with respect to the offer. If you want to tender your Shares, the
instructions on how to tender Shares are also explained in detail in the
accompanying materials.

     Albemarle's board of directors has declared a dividend of nine cents per
Share on Albemarle common stock payable on October 1, 1998. This dividend will
be payable to the shareholders of record on September 15, 1998, regardless of
whether their Shares have been tendered in the tender offer before or after the
record date.

     Neither Albemarle nor its Board of Directors makes any recommendation to
any shareholder whether to tender all or any Shares.

                                        Sincerely,



 
                                        /s/ Floyd D. Gottwald, Jr.
                                        -------------------------- 
                                        Floyd D. Gottwald, Jr.
                                        Chairman of the Board and Chief
                                        Executive Officer


330 SOUTH FOURTH STREET
POST OFFICE BOX 1335
RICHMOND, VIRGINIA 23210



                                                                EXHIBIT (A)(10)


[ALBEMARLE CORPORATION LOGO]

     FLOYD D. GOTTWALD, JR.
     CHAIRMAN OF THE BOARD AND
       CHIEF EXECUTIVE OFFICER

                                August 24, 1998

TO PARTICIPANTS IN THE SAVINGS PLAN FOR
 THE EMPLOYEES OF ALBEMARLE CORPORATION

     Albemarle Corporation ("Albemarle") is offering to purchase up to
5,000,000 shares, or approximately 9.5% of the currently outstanding shares, of
its common stock (the "Shares") from existing shareholders. The price will not
be in excess of $19.50 nor less than $17.00 net per share. As a participant in
the Savings Plan for the Employees of Albemarle Corporation (the "Savings
Plan"), you will be able to tender Shares in your Savings Plan account. The
enclosed memorandum to Savings Plan participants contains information regarding
the tender offer that is relevant to Savings Plan participants. You may tender
your Savings Plan Shares using the Merrill Lynch Voice Response System, as
explained in the enclosed memorandum.

     On August 21, 1998, the last full trading day prior to the announcement
and commencement of the offer, the closing price per share for Albemarle's
common stock on the New York Stock Exchange was $17.4375.

     Albemarle is conducting the offer through a procedure commonly referred to
as a "Dutch Auction." This procedure allows you to select the lowest price
within the specified price range at which you are willing to sell your Shares
to Albemarle. Albemarle will pay the same per Share price (the "Purchase
Price") for all Shares it purchases in the offer. If the number of Shares
properly tendered is equal to or less than the number of Shares Albemarle seeks
to purchase through the offer, the Purchase Price will be the highest price of
those specified by tendering shareholders. If tendering shareholders properly
tender more than the number of Shares Albemarle seeks to purchase through the
offer, Albemarle will take into account the number of Shares so tendered and
certain other factors described in the Offer to Purchase and select the
Purchase Price that allows Albemarle to buy the number of Shares that it seeks
to purchase through the offer. In such circumstances, Albemarle would not
purchase the Shares of any tendering shareholder who specified a price per
Share above the Purchase Price.

     We encourage you to read carefully the memorandum, and the other enclosed
materials, including the Offer to Purchase. Neither Albemarle nor its Board of
Directors makes any recommendation to any Savings Plan participant whether to
tender all or any Shares in the Savings Plan. Each Savings Plan participant
should independently decide whether to tender Shares, taking into account his
or her own personal circumstances. Your decision will not affect in any way the
terms of your employment by Albemarle.

                                        Sincerely,


 
                                         
                                        /s/ Floyd D. Gottwald, Jr.
                                        ----------------------------------------
                                        Floyd D. Gottwald, Jr.
                                        Chairman of the Board and Chief
                                        Executive Officer



330 SOUTH FOURTH STREET
POST OFFICE BOX 1335
RICHMOND, VIRGINIA 23210