UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 3) Delete if this is an original filing
Under the Securities Exchange Act of 1934
Octel Corp
(Name of Issuer)
Common
(Title of Class of Securities)
675727101
(CUSIP Number)
12/31/02
(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-a(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out or 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 ("Act") 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).
CUSIP No. 675727101 SCHEDULE 13G Page 2 of 7
1 Name of Reporting Person
Kestrel Investment Management Corporation
IRS Identification No. of Above Person 94-3173193
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
California
5 Sole Voting Power
808,300
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
861,900
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
861,900
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
7.3%
12 Type of Reporting Person*
CO, IA
CUSIP No. 675727101 SCHEDULE 13G Page 3 of 7
1 Name of Reporting Person David J. Steirman
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
808,300
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
861,900
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
861,900
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
7.3%
12 Type of Reporting Person*
IN
CUSIP No. 675727101 SCHEDULE 13G Page 4 of 7
1 Name of Reporting Person Abbott J. Keller
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
808,300
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
861,900
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
861,900
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
7.3%
12 Type of Reporting Person*
IN
CUSIP No. 675727101 SCHEDULE 13G Page 5 of 7
Item 1(a). Name of Issuer.
Octel Corp
Item 1(b). Address of Issuer's Principal Executive Offices.
P O BOX 17 SOUTH WIRRAL
OIL SITES ROAD ELLESMERE PORT L65 4HF
UNITED KINGDOM
Item 2(a). Names of Persons Filing.
Kestrel Investment Management Corporation, David J. Steirman
and Abbott J. Keller.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of Kestrel Investment Management
Corporation, David J. Steirman and Abbott J. Keller is 411
Borel Avenue, Suite 403, San Mateo, CA 94402.
Item 2(c). Citizenship.
Kestrel Investment Management Corporation is a California
corporation, David J. Steirman and Abbott J. Keller are
citizens of the United States of America.
Item 2(d). Title of Class of Securities.
Common
Item 2(e). CUSIP Number.
675727101
Item 3. Type of Reporting Person.
Kestrel Investment Management Corporation is an investment
advisor registered under Section 203 of the Investment Advisors
Act of 1940. David J. Steirman and Abbott J. Keller are the
sole shareholders of Kestrel Investment Management Corporation.
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of pages
two (2), three (3) and four (4) of this Schedule G, which Items
are incorporated by reference herein.
CUSIP No. 675727101 SCHEDULE 13G Page 6 of 7
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Kestrel Investment Management Corporation is deemed to be
the beneficial owner of the number of securities reflected in
items 5-9 and 11 of page two (2) of this Schedule G pursuant to
separate arrangements whereby it acts as investment adviser to
certain persons, in which it also holds an ownership interest.
Each person for whom Kestrel Investment Management Corporation
acts as investment adviser has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the common stock purchased or held pursuant
to such arrangements. David J. Steirman and Abbott J. Keller
are deemed to be the beneficial owners of the number of
securities reflected in Items 5-9 and 11 of page two (2) of
this Schedule G pursuant to their ownership interests in
Kestrel Investment Management Corporation.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, each of the undersigned certifies that, to
the best of their respective 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 purposes or effect.
CUSIP No. 675727101 SCHEDULE 13G Page 7 of 7
Signature
After reasonable inquiry and to the best of their respective
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
DATED:
DAVID J. STEIRMAN
/s/ David J. Steirman
________________________
David J. Steirman
DATED:
ABBOTT J. KELLER
/s/ ABBOTT J. KELLER
________________________
Abbott J. Keller
DATED:
KESTREL INVESTMENT MANAGEMENT CORPORATION
/s/ David J. Steirman
________________________
By: David J. Steirman
Its: President