UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 7, 2011
(Exact name of registrant as specified in its charter)
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Ohio
(State or other jurisdiction
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1-5263
(Commission
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34-0367600
(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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29400 Lakeland Boulevard, Wickliffe, Ohio
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44092-2298 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (440) 943-4200
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
On
April 7, 2011, The Lubrizol Corporation issued a press release announcing the expected
release date of its financial results for the quarter ended March 31, 2011. The April 7, 2011,
press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the federal securities
laws. As a general matter, forward-looking statements relate to anticipated trends and expectations
rather than historical matters. Forward-looking statements are subject to uncertainties and factors
relating to Lubrizols operations and business environment that are difficult to predict and may be
beyond the control of Lubrizol. Such uncertainties and factors may cause actual results to differ
materially from those expressed or implied by forward-looking statements. Uncertainties and risk
factors that could affect the future performance of Lubrizol and cause results to differ from the
forward-looking statements in this Form 8-K include, but are not limited to, Lubrizols ability to
manage margins in an environment of volatile raw material costs; conditions affecting Lubrizols
customers, suppliers and the industries that it serves; competitors responses to Lubrizols
products; changes in accounting, tax or regulatory practices or requirements; other factors that
are set forth in managements discussion and analysis of Lubrizols most recently filed reports
with the Securities and Exchange Commission; and uncertainties associated with the proposed
acquisition of Lubrizol by Berkshire Hathaway, including uncertainties relating to the anticipated
timing of filings and approvals relating to the transaction, the expected timing of completion of
the transaction and the ability to complete the transaction. The forward-looking statements
contained herein represent Lubrizols judgment as of the date of this communication and Lubrizol
cautions readers not to place undue reliance on such statements. Lubrizol assumes no obligations to
update the forward-looking statements contained in this Form 8-K.
Participants in the Solicitation
The Company, its directors and officers, and its proxy solicitor, Innisfree M&A Incorporated,
may be deemed to be participants in the solicitation of proxies from the Companys shareholders
with respect to the special meeting of shareholders that will be held to consider the proposed
transaction. Information about the Companys directors and executive officers and their ownership
of the Companys common stock is set forth in its Form 10-K which was filed with the SEC on
February 25, 2011 and the proxy statement for the Companys Annual Meeting of shareholders, which
was filed with the SEC on March 17, 2010. Shareholders may obtain additional information regarding
the interests of the Company and its directors and executive officers in the proposed transaction,
which may be different than those of the Companys shareholders generally, by reading the
preliminary proxy statement filed with the SEC on March 25, 2011, the definitive proxy statement
(when available) and other relevant documents regarding the proposed transaction, when filed with
the SEC.
Additional Information
In connection with the proposed transaction, the Company filed a preliminary
proxy statement with the SEC. INVESTORS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND, WHEN
AVAILABLE, THE DEFINITIVE PROXY STATEMENT, BECAUSE THESE DOCUMENTS CONTAIN, IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE COMPANY. You will be able to obtain the preliminary proxy
statement, the definitive proxy statement (when available) as well as other filings containing
information about the Company, free of charge, at the website maintained by the SEC at
www.sec.gov. Copies of the preliminary proxy statement, the definitive proxy statement (when
available) and other filings made by the Company with the SEC can also be obtained, free of charge,
by directing a request to The Lubrizol Corporation, 29400 Lakeland Boulevard, Wickliffe, Ohio
44092-2298, attention: Corporate Secretary.
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Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits. The following exhibit is filed herewith:
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99.1 |
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The Lubrizol Corporation press release dated
April 7, 2011, announcing the expected release date of its financial
results for the quarter ended March 31, 2011. |
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