June 10, 1999
Securities and Exchange Commission
Securities Filing Department
450 Fifth Street, NW
Washington, DC 20549
Re: Octel Corp.
Dear Sir or Madame:
Enclosed for filing under Rule 13d-1 under the Securities Exchange Act of 1934
is our initial Schedule 13G filing for Octel Corp. stockholders.
Under cover of this letter, a copy of this filing is also being sent (via
Federal Express) to Octel Corp.
Sincerely,
THE BAUPOST GROUP, L.L.C.
By: /s/ Seth A. Klarman
Seth A. Klarman
President
SAK CORPORATION
By: /s/ Seth A. Klarman
Seth A. Klarman
President
SETH A. KLARMAN
By: /s/ Seth A. Klarman
Seth A. Klarman
cc: Octel Corp.
1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
Octel Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
675727101
(CUSIP Number)
May 28, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
- ---------------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)
2
*******************************************************************************
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON
The Baupost Group, L.L.C., 04-3402144
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. WITH SOLE VOTING POWER
2,126,000
6. WITH SHARED VOTING POWER
0
7. WITH SOLE DISPOSITIVE POWER
2,126,000
8. WITH SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,126,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.28%
12. TYPE OF REPORTING PERSON *
IA
3
*******************************************************************************
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON
SAK Corporation, 04-3334541
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. WITH SOLE VOTING POWER
0
6. WITH SHARED VOTING POWER
0
7. WITH SOLE DISPOSITIVE POWER
0
8. WITH SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12. TYPE OF REPORTING PERSON *
HC
4
*******************************************************************************
1. NAME OF REPORTING PERSON, S.S.OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON
Seth A. Klarman, ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. WITH SOLE VOTING POWER
0
6. WITH SHARED VOTING POWER
0
7. WITH SOLE DISPOSITIVE POWER
0
8. WITH SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12. TYPE OF REPORTING PERSON *
HC
5
*******************************************************************************
Item 1 (a) Name of Issuer:
Octel Corp.
1(b) Address of Issuer's Principal Executive Offices:
P.O. Box 17, Oil Sites Road, Ellesmere Port, South Wirral, UK L65 4HF
Item 2 (a) Name of Person Filing:
(1) The Baupost Group, L.L.C.
(2) SAK Corporation
(3) Seth A. Klarman
2(b) Address of Principal Business Offices or, if none, Residence:
(1) The Baupost Group, L.L.C.
44 Brattle Street, 5th Floor
Cambridge, Massachusetts 02138
(2) SAK Corporation
44 Brattle Street, 5th Floor
Cambridge, Massachusetts 02138
(3) Seth A. Klarman
44 Brattle Street, 5th Floor
Cambridge, Massachusetts 02138
2(c) Citizenship:
(1) The Commonwealth of Massachusetts
(2) The Commonwealth of Massachusetts
(3) United States of America
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
675727101
6
Item 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check
whether the person filing is a:
(a) [ ]Broker or Dealer registered under Section 15 of the Act.
(b) [ ]Bank as defined in Section 3(a)(6) of the Act.
(c) [ ]Insurance Company as defined in Section 3(a)(19) of the Act.
(d) [ ]Investment Company registered under Section 8 of the Investment Company
Act.
(e) [X]Investment Advisor registered under Section 203 of the Investment
Advisers Act of 1940.
(f) [ ]Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee Retirement Income Security Act of 1974 or Endowment Fund; see
240.13D-1(b)(1)(ii)(F).
(g) [X]Parent Holding Company, in accordance with 240.13D-1(b)(ii)(G)
(h) [ ]Group, in accordance with 240.13d-1(b)(1)(ii)(H).
Item 4 Ownership:
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a
right to acquire.
(a) Amount Beneficially Owned: (as of May 28, 1999)
(1) The Baupost Group, L.L.C.: 2,126,000
(2) SAK Corporation: 0
(3) Seth A. Klarman: 0
7
(b) Percent of Class:
(1) The Baupost Group, L.L.C.: 15.28%
(2) SAK Corporation: 0.00%
(3) Seth A. Klarman: 0.00%
(C) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(1) The Baupost Group, L.L.C.: 2,126,000
(2) SAK Corporation: 0
(3) Seth A. Klarman: 0
(ii) shared power to vote or to direct the vote
--- 0
(i) sole power to dispose or to direct the disposition of
(1) The Baupost Group, L.L.C.: 2,126,000
(2) SAK Corporation: 0
(3) Seth A. Klarman: 0
(ii) shared power to dispose or to direct the disposition of
--- 0
8
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
Item 6 Ownership of More than Five Percent on behalf of Another Person:
The Baupost Group, L.L.C. is a registered investment adviser. SAK
Corporation is the Manager of The Baupost Group, L.L.C. Seth A. Klarman, as
the sole Director of SAK Corporation and a controlling person of Baupost
Group, L.L.C., may be deemed to have beneficial ownership under Section
13(d) of the securities beneficially owned by Baupost Group, L.L.C.
Securities reported on this Schedule 13G as being beneficially owned by the
Baupost Group, L.L.C. include securities purchased on behalf of a
registered investment company and various limited partnerships.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
See attached Exhibit A
Item 8 Identification and Classification of members of the Group:
N/A
Item 9 Notice of Dissolution of Group:
N/A
9
Item 10 Certification:
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
June 10, 1999
Date
THE BAUPOST GROUP, L.L.C.
By: /s/ Seth A. Klarman
Seth . Klarman
President
SAK CORPORATION
By: /s/ Seth A. Klarman
Seth A. Klarman
President
SETH A. KLARMAN
By: /s/ Seth A. Klarman
Seth A. Klarman
10
EXHIBIT A
Item 3
(1) The Baupost Group, L.L.C. IA
(2) SAK Corporation HC
(3) Seth A. Klarman HC
The Baupost Group, L.L.C. is a registered investment adviser. SAK
Corporation is the Manager of The Baupost Group, L.L.C. Seth A. Klarman, as
the sole Director of SAK Corporation and a controlling person of Baupost
Group, L.L.C., may be deemed to have beneficial ownership under Section
13(d) of the securities beneficially owned by Baupost Group, L.L.C.
Securities reported on this Schedule 13G as being beneficially owned by the
Baupost Group, L.L.C. include securities purchased on behalf of a
registered investment company and various limited partnerships.
11