SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ENCHIRA BIOTECHNOLOGY CORPORATION
---------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of class of securities)
29265L-10-2
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(CUSIP NUMBER)
Ethyl Corporation
330 South Fourth Street
Richmond, VA 23219
Attention: M. Rudolph West, Esq.
Telephone No. 804-788-5619
--------------------------
(Name, address and telephone number of person authorized to
receive notices and communications)
Copy to:
Allen C. Goolsby, III, Esq.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
January 10, 2001
----------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
Check the following box if a fee is being paid with
this statement [ ].
Page 1 of 5 Pages
CUSIP NO. 09061E106 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ethyl Corporation
54-0118820
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY [ ]
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,064,742 shares
BENEFICIALLY
OWNED BY -----------------------------------------------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING - 0 -
PERSON WITH -----------------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,064,742 shares
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,064,742 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Amendment No. 5 amends and supplements the Statement on Schedule 13D
filed on November 7, 1994 by Ethyl, as amended by Amendment No. 1, dated March
23, 1995, Amendment No. 2, dated April 13, 1995, Amendment No. 3, dated June 11,
1999, and Amendment No. 4, dated October 10, 2000, with respect to the shares of
Common Stock (the "Common Stock") of Enchira Biotechnology Corporation (formerly
known as Energy BioSystems Corporation) (the "Issuer") owned by Ethyl
Corporation ("Ethyl"). The purpose of this Amendment No. 5 is to report Ethyl's
increased ownership in the Issuer resulting from the distribution of Common
Stock of the Issuer to Ethyl Ventures, Inc., a wholly-owned subsidiary of Ethyl
and the sole limited partner of Gryphon Ventures II, Limited Partnership
("Gryphon Ventures"), in connection with the dissolution of Gryphon Ventures.
Ethyl has not changed its intention to divest the Common Stock as a result of
the Issuer's change in the focus of its business.
Item 1. Security and Issuer.
-------------------
The class of equity securities to which this statement relates is the
Common Stock of the Issuer. The principal executive offices of the Issuer are
located at 3608 Research Forest Drive, The Woodlands, Texas 77381.
Item 2. Identity and Background.
-----------------------
This statement is being filed by Ethyl Corporation, a Virginia corporation.
The principal executive offices of Ethyl are located at 330 South Fourth Street,
Richmond, Virginia 23219.
Ethyl is in the petroleum additives business and produces fuel additives
and lubricant additives.
The name, business address, present principal occupation and citizenship of
each executive officer and director of Ethyl are set forth on Appendix A hereto,
which is incorporated herein by reference.
During the last five years, Ethyl has not, nor to the best of its
knowledge, has any of its executive officers or directors been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is or was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 4. Purpose of Transaction.
----------------------
The Common Stock was acquired by Ethyl for investment purposes. Ethyl has
changed its investment intent with respect to the Common Stock as a result of
the Issuer's change in the focus of its business. In connection therewith, on
September 28, 2001, Ethyl converted its 160,000 shares of Series B Convertible
Preferred Stock of the Issuer into 477,328 shares of Common Stock. In
connection with this conversion, the Issuer paid to Ethyl cash for the dividends
accumulated from November 1998 to the date of conversion. Ethyl intends to
dispose of its shares of Common Stock over time in an orderly manner.
Page 3 of 5 Pages
Ethyl has no immediate intention to influence or direct the Issuer's
affairs, modify its corporate structure or interfere with the business decisions
of its management.
Except as set forth above, neither Ethyl nor, to the best of its knowledge,
any executive officer or director of Ethyl, has any plans or proposals that
relate to or would result in: (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer; (c) a sale or transfer of a material amount
of assets of the Issuer; (d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's business or corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person; (h) causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (j) any action similar to any of those enumerated above. Ethyl may
formulate plans or proposals with respect to one or more of the foregoing in the
future.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) The shares of Common Stock represent 11.7% of the outstanding shares of
Common Stock.
(b) Ethyl has sole voting and dispositive power with respect to 1,064,742
shares of Common Stock.
(c) Ethyl has effected no transactions in the Common Stock in the last 60
days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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None
Page 4 of 5 Pages
SIGNATURE
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After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
ETHYL CORPORATION
Date: December 11, 2001 By: /s/ M. Rudolph West
-------------------
Name: M. Rudolph West
Title: Secretary
Page 5 of 5 Pages
Appendix A
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Executive Officers and Directors of Ethyl
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Principal Occupation
Name Title or Employment
---- ----- -------------------------------------
Bruce C. Gottwald Chairman of the Board, Chairman Chairman of the Board and Chairman
of the Executive Committee and of the Executive Committee of Ethyl
Director
Thomas E. Gottwald President, Chief Executive President and Chief Executive
Officer and Director, Member of Officer of Ethyl
the Executive Committee
Alexander McLean Senior Vice President - Senior Vice President of Ethyl
Petroleum Additives
Newton A. Perry Senior Vice President - Senior Vice President of Ethyl
Antiknocks
David A. Fiorenza Vice President, Principal Vice President, Principal Financial
Financial Officer and Treasurer Officer and Treasurer of Ethyl
Wayne C. Drinkwater Controller - Chief Accounting Controller of Ethyl
Officer
Russell L. Gottwald, Vice President - Supply Chain Vice President of Ethyl
Jr.
C.S. Warren Huang Vice President - Managing Vice President of Ethyl
Director, Asia Pacific
Bruce R. Hazelgrove III Vice President - Corporate Vice President of Ethyl
Resources
Ronald E. Kollman Vice President - Product Vice President of Ethyl
Management and Technology
Barbara A. Little Vice President - Government Vice President of Ethyl
Relations
Donald R. Lynam Vice President - Air Vice President of Ethyl
Conservation
Steven M. Mayer Vice President - General Counsel Vice President of Ethyl
Ann M. Pettigrew Vice President - Health, Safety Vice President of Ethyl
& Environment
Roger H. Venable Vice President - Antiknocks Vice President of Ethyl
M. Rudolph West Secretary Secretary of Ethyl
William W. Berry Director Chairman of the Board of New England
Independent System Operator
Gilbert M. Grosvenor Director Chairman of the Board of Trustees of
the National Geographic Society
17th and M Streets, N.W.
Washington, D.C. 20036
Sidney Buford Scott Director Chairman of the Board of Scott &
Stringfellow, Inc.
115 Mutual Building
P.O. Box 1575
909 East Main Street
Richmond, Virginia 23213
Phyllis L. Cothran Director Retired President and Chief
Operating Officer of Trigon
Healthcare, Inc., formerly Blue
Cross and Blue Shield of Virginia
Charles B. Walker Director Vice Chairman of the Board and Chief
Financial Officer of Albemarle
Corporation
330 South Fourth Street
Richmond, Virginia 23219
The respective business addresses of Messrs. Bruce C. Gottwald, Thomas E.
Gottwald, Alexander McLean, Newton A. Perry, David A. Fiorenza, Wayne C.
Drinkwater, Russell L. Gottwald, Jr., Bruce R. Hazelgrove, III, C.S. Warren
Huang, Ronald E. Kollman, Barbara A. Little, Donald R. Lynam, Steven M. Mayer,
Ann M. Pettigrew, Roger H. Venable and M. Rudolph West is 330 South Fourth
Street, Richmond, Virginia 23219. The respective business addresses of the
remaining directors of Ethyl are set forth under "Principal Occupation or
Employment," above. All executive officers and directors of Ethyl are United
States citizens, except for Mr. McLean, who is a citizen of Great Britain.