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) March 27, 2004 -------------------------------- Ethyl Corporation (Exact name of Registrant as specified in charter) Virginia 1-5112 54-0118820 -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission file (IRS employer incorporation) number) identification no.) 330 South Fourth Street, Richmond, Virginia 23219 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (804) 788-5000 ------------------------------ Not applicable -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events and Required FD Disclosure. On May 27, 2004, Ethyl Corporation (the "Company") issued a press release, attached as Exhibit 99.1 hereto and incorporated herein by reference, reporting that the Company's shareholders had approved the Agreement and Plan of Merger, dated as of March 5, 2004, by and among the Company, NewMarket Corporation ("NewMarket") and Ethyl Merger Sub, Inc., pursuant to which NewMarket will become the new parent holding company for the Company. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press Release issued by the Company on May 27, 2004. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 27, 2004 ETHYL CORPORATION By: /s/ David A. Fiorenza ------------------------------- David A. Fiorenza Vice President and Treasurer 3 Exhibit Index Exhibit No. Description 99.1 Press Release issued by the Company on May 27, 2004 4