For Quarter Ended June 30, 2002

Commission File Number 1-5112

Virginia		54-0118820
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
330 South Fourth Street P. O. Box 2189 Richmond, Virginia (Address of principal executive offices)		23218-2189 (Zip Code)

Yes  x

No  ¨

		Page Number
PART I.    FINANCIAL INFORMATION
ITEM 1.    Financial Statements
Consolidated Statements of Income—Three Months and Six Months Ended June 30, 2002 and 2001		3
Consolidated Balance Sheets—June 30, 2002 and December 31, 2001		4
Condensed Consolidated Statements of Cash Flows—Six Months Ended June 30, 2002 and 2001		5
Notes to Financial Statements		6-11
ITEM 2.    Management’s Discussion and Analysis of Results of Operations and Financial Condition		12-23
ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk		23
PART II.    OTHER INFORMATION
ITEM 4.    Submission of Matters to a Vote of Security Holders		24
ITEM 6.    Exhibits and Reports on Form 8-K		24
SIGNATURE		25
EXHIBIT INDEX		26
EXHIBIT 3    Amendment to the Restated Articles of Incorporation		27

		Three Months Ended June 30								Six Months Ended June 30
		2002				2001				2002				2001
		(In thousands except per share amounts)
Net sales		$	175,446			$	177,643			$	326,060			$	394,903
Cost of goods sold			138,621				173,364				257,227				360,449
Gross Profit			36,825				4,279				68,833				34,454
TEL marketing agreements services			4,446				11,532				10,162				19,614
Selling, general, and administrative expenses			19,342				16,717				35,811				35,187
Research, development, and testing expenses			13,356				14,288				25,588				32,279
Special items expense			—				(106,261	)			—				(116,968	)
Operating profit (loss)			8,573				(121,455	)			17,596				(130,366	)
Interest and financing expenses			6,562				9,783				13,600				17,977
Other (expense) income, net			(3,734	)			299				(4,420	)			(395	)
Loss before income taxes			(1,723	)			(130,939	)			(424	)			(148,738	)
Income tax expense (benefit)			739				(36,155	)			1,155				(42,687	)
Loss before cumulative effect of accounting change			(2,462	)			(94,784	)			(1,579	)			(106,051	)
Cumulative effect of accounting change for goodwill write-off (net of $615 tax)			—				—				(2,505	)			—
Net Loss		$	(2,462	)		$	(94,784	)		$	(4,084	)		$	(106,051	)
Basic and diluted loss per share:
Loss before cumulative effect of accounting change		$	(0.14	)		$	(5.68	)		$	(0.09	)		$	(6.35	)
Cumulative effect of accounting change for goodwill     write-off (net of tax)			—				—				(0.15	)			—
Basic and diluted loss per share		$	(0.14	)		$	(5.68	)		$	(0.24	)		$	(6.35	)
Shares used to compute basic and diluted loss per share			16,691				16,691				16,691				16,691

		June 30 2002 (unaudited)				December 31 2001
		(In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	15,145			$	12,382
Restricted cash			771				996
Trade and other accounts receivable, less allowance for doubtful accounts ($897—2002; $889—2001)			129,604				121,261
Receivable—TEL marketing agreements services			7,545				16,935
Inventories:
Finished goods and work-in-process			86,529				98,995
Raw materials			12,209				14,066
Stores, supplies and other			8,155				8,397
			106,893				121,458
Deferred income taxes and prepaid expenses			15,838				11,742
Total current assets			275,796				284,774
Property, plant and equipment, at cost			760,675				760,649
Less accumulated depreciation and amortization			553,445				544,892
Net property, plant and equipment			207,230				215,757
Prepaid pension cost			23,670				25,731
Other assets and deferred charges			94,101				114,447
Goodwill and other intangibles, net of amortization			72,693				78,916
Total assets		$	673,490			$	719,625
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	45,840			$	54,376
Accrued expenses			43,419				59,907
Long-term debt, current portion			298,478				30,504
Income taxes payable			10,809				14,648
Total current liabilities			398,546				159,435
Long-term debt			23,931				305,453
Other noncurrent liabilities			105,192				109,444
Shareholders’ equity
Common stock ($1 par value) Issued—16,690,930 in 2002 and 83,454,650 in 2001			16,691				83,455
Additional paid in capital			66,764				—
Accumulated other comprehensive loss			(22,558	)			(27,170	)
Retained earnings			84,924				89,008
			145,821				145,293
Total liabilities and shareholders’ equity		$	673,490			$	719,625

		Six Months Ended June 30
		2002				2001
Cash and cash equivalents at beginning of year		$	12,382			$	4,470
Cash flows from operating activities:
Net loss			(4,084	)			(106,051	)
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation and amortization			27,141				71,750
Write-off of goodwill			3,120				—
Accrued severance, early retirement, and other engine oil additives rationalization charges			—				27,428
Deferred income taxes			(4,361	)			(91,775	)
Prepaid pension cost			2,957				(5,628	)
Net loss (gain) on impairments and sale of assets			4,033				(956	)
Pension reversion			—				26,154
Loss on pension contract settlements			—				62,000
TEL working capital advance			479				—
Contract settlement			2,700				—
Working capital changes			3,753				49,331
Other, net