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1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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or
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-784
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DETREX CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Michigan 38-0480840
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24901 Northwestern Hwy, Suite 500, Southfield, Michigan 48075
- ------------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 358-5800
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- ------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Capital Stock, $2 Par Value
- -------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes X NO
--- ---
Indicate by a check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
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FORM 10-K
The aggregate market value (based upon the NASDAQ Closing Price) of Common
Capital Stock on March 12, 1998 of Detrex Corporation held by nonaffiliates was
approximately $26,522,185.
The number of shares of Common Capital Stock, $2 Par Value, outstanding on March
12, 1998 was 1,583,414.
Documents incorporated by reference:
Part and Item Number
of Form 10-K into
Document which Incorporated
-------- -------------------
1. Detrex Corporation Part II Items 5 through 8
Annual Report to Part IV, Item 14
Shareholders for the year
ended December 31, 1997
2. Detrex Corporation Part III, Items 10, 11, 12
Notice of Annual and 13
Meeting of Shareholders
and Proxy Statement for
the Annual Meeting of
Shareholders to be held
April 23, 1998
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FORM 10-K
PART I
ITEM 1. BUSINESS
Detrex Corporation was incorporated in Michigan in 1925. Detrex Corporation and
its subsidiaries (the Company) operate predominantly in a single industry:
chemicals and allied products, services, and supply processes for use by
manufacturing and service industries and is comprised of the following
operations:
Detrex Corporation - a specialty chemicals company
- Solvents and Environmental Services Division - distributes and recycles
parts, cleaning solvents and industrial wastes
- Equipment Division - designs, engineers and sells industrial parts
cleaning equipment
- Automation Division - engineers and sells automation and material
handling equipment
- RTI Laboratories - provides analytical and environmental laboratory
services
Subsidiaries of Detrex Corporation
- Harvel Plastics, Inc. - manufactures PVC and CPVC pipe and custom
extrusions
- The Elco Corporation - produces lubricant additives, pharmaceutical
intermediates, and hydrochloric acid
- Seibert-Oxidermo, Inc. - produces industrial and automotive paint and
other coatings
The products are primarily sold by sales-service engineers and most sales are
direct to industrial users. Net sales by product line for each of the last five
years are set forth below:
Product Line
-------------------------------
Chemical
Products Chemical
and Services Equipment Total
------------- ------------ ------------
1997 $ 83,466,537 $ 12,290,264 $ 95,756,801
1996 78,017,582 18,807,854 96,825,436
1995 77,698,771 16,603,228 94,301,999
1994 79,975,998 20,120,445 100,096,443
1993 85,895,760 19,682,709 105,578,469
Of the $83 million included in 1997 Chemical Products and Services sales,
approximately $15.5 million (19%) represent sales by the Company's solvents
division, $13.8 million (17%) represent sales by its paint subsidiary, $22.8
million (27%) represent sales by its lubricants subsidiary, $29.7 million (35%)
represent sales by its plastic pipe subsidiary and $1.8 million (2%) represent
sales of other related chemical products and services.
All of the Company's business units operate in highly competitive markets which
are mainly national in scope, although approximately 12% of the Company's
business in 1996 and 1997 was done internationally,
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FORM 10-K
PART I (CONTINUED)
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ITEM 1. BUSINESS (Continued)
principally by its lubricants subsidiary and its plastic pipe subsidiary.
Generally, for all products there are numerous competitors with no one company
or a small number of companies being dominant. The Company operates in niche
markets and its principal methods of competition in various markets include
service, price and quality, depending on the market serviced. No material part
of the Company's business is dependent upon a single customer or a few
customers.
The backlog of orders at any one time is generally not significant to the
Company's business. At December 31, 1997, the Company's backlog of Equipment
orders was approximately $2.3 million and the Company expects to complete all of
these orders in the first half of 1998.
Raw materials essential to the Company's various products are generally
commodity materials and are readily available from competitive sources. The
Company's solvents division is continuing to go through a major transition in
the marketplace, primarily because of the phasing out of certain ozone depleting
solvents and other regulatory actions. As a result, the division is increasingly
marketing substitutes for such solvents, including aqueous based cleaners, is
expanding its permits to enable it to handle more waste codes, and is becoming
involved in the parts cleaning business.
The Company owns various patents and trademarks which aid in maintaining the
Company's competitive position; these expire at various times within the next
seventeen years. The expiration of such patents and trademarks should not have a
material adverse effect on the Company's operations. No material portion of the
Company's business is seasonal or subject to renegotiation of profits or
termination of contracts or subcontracts at the election of the government.
The approximate dollar amounts spent during 1997, 1996, and 1995 on research
sponsored by the Company were $1,365,000, $1,114,000 and $1,272,000,
respectively. The number of professional employees engaged in such activities
were 16 for 1997, 15 for 1996, and 17 for 1995.
There are no customers to which sales were made in an amount which equals ten
percent or more of consolidated revenues.
The Company does not expect to incur significant capital expenditures for
environmental compliance in 1998. However, the Company does expect to continue
to incur significant professional fees and expenses in connection with its
environmental compliance efforts. The Company maintains an environmental reserve
which at December 31, 1997 totaled $9.6 million, of which $1.5 million is
estimated to be spent in 1998. A more detailed discussion of environmental
matters is included under Item 3 - Legal Proceedings and in Management's
Discussion and Analysis in the Annual Report.
The Company employed 353 persons as of December 31, 1997.
The Company is not engaged in manufacturing operations in foreign countries;
however, 12% of its sales were derived from customers in foreign countries.
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FORM 10-K
PART I (CONTINUED)
ITEM 1. BUSINESS (Concluded)
The Company utilized a combination of internally generated funds and the receipt
of a federal income tax refund to finance its activities during 1997. As of
December 31, 1997, working capital was $9.3 million compared to $8.5 million at
December 31, 1996. For a discussion of the Company's credit agreement, see Note
5 to the Consolidated Financial Statements and Management's Discussion and
Analysis in the Annual Report.
ITEM 2. PROPERTIES
The Company's administrative offices are located in approximately 7,500
square feet of leased space at 24901 Northwestern Hwy., Suite 500, Southfield,
Michigan.
Detrex and its subsidiaries conduct manufacturing and research operations in
numerous locations of which ten are owned as follows:
1) A 70,000 square foot inactive plant in Redford Township, Michigan is located
on seven acres of land. The plant was sold as of March 17, 1998.
2) Facilities located on 57 acres in Ashtabula, Ohio are used in connection with
the manufacture of hydrochloric acid, reagent grade chemicals, fine chemicals
including pharmaceutical intermediates, N-methyl pyrrole, and zinc-based
lubricant additives.
3) The Company's lubricants subsidiary, The Elco Corporation, manufactures gear
and oil additives in a plant located in Cleveland, Ohio on 5 acres of land and
59,000 square feet of office, research and plant space. This plant is equipped
with mixing and blending equipment and storage facilities. Additional
manufacturing of additives is done in a plant consisting of 12,800 square feet
at Hooven (Cincinnati), Ohio located on 3.6 acres of leased land. The current
lease expires June 30, 1998 and the Company is negotiating an extension.
4) The Company's plastic pipe subsidiary, Harvel Plastics, Inc. ("Harvel"),
manufactures plastic pipe in a plant located on 20 acres of land and 228,500
square feet of office and plant space located in Easton, Pennsylvania. Extruders
and special dies are used to manufacture the plastic PVC pipe from resin.
Production and warehouse facilities have been expanded several times since this
subsidiary was acquired in 1968, and leased warehouse space has been added in
California.
Harvel is planning to expand its manufacturing capacity in 1998 by leasing a new
facility in California, which will be built to suit Harvel's warehouse and
manufacturing needs. The lease was signed on January 30, 1998, and is scheduled
to commence on July 1, 1998. The lease term is for an initial period of fifteen
years expiring in the year 2013, with provision for three five year extensions.
5) Seibert-Oxidermo, Inc. manufactures industrial finishing materials and
automotive paints in a plant located in Detroit, Michigan containing 26,200
square feet of office and plant space on one acre of land. Additional
manufacturing of automotive paints is done in a plant located in Romulus,
Michigan containing 35,300 square feet of office, research and plant space on 40
acres of land.
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FORM 10-K
PART I (CONTINUED)
------------------
ITEM 2. PROPERTIES (Concluded)
6) The Company owns a building used as a research laboratory and office in
Bowling Green, Kentucky. The plant formerly used for manufacturing in Bowling
Green is currently listed for sale.
7) The Company owns a warehouse and sales office facility located in Detroit,
Michigan. The building area is approximately 20,000 square feet and is located
on approximately one-half acre of land.
8) The Company owns a warehouse and sales office facility located in Los
Angeles, California. The building area is approximately 10,000 square feet and
is located on one acre of land in the industrial section of the city.
9) The Company owns a warehouse and sales office facility located in Charlotte,
North Carolina. The building area is approximately 11,000 square feet and is
located on one acre of land.
10) The Company owns a warehouse and sales office facility located in
Indianapolis, Indiana. The building area is approximately 8,600 square feet and
is located on one acre of land.
ITEM 3. LEGAL PROCEEDINGS
The Company and at least seventeen other companies are potentially responsible
for sharing the costs in a proceeding to clean up contaminated sediments in the
Fields Brook watershed in Ashtabula, Ohio. The Environmental Protection Agency
(`EPA') issued a Record of Decision in 1986 concerning the methods it recommends
using to accomplish this task. The Company and the other potentially responsible
parties negotiated with the EPA as to how best to effect the clean up operation.
After negotiation, an agreement was reached with the EPA on clean-up
methodology. The Company's share of clean-up costs is anticipated to be in the
range of approximately $3.0 to $3.5 million.
The Company maintains a reserve for anticipated expenditures over the next
several years in connection with remedial investigations, feasibility studies,
remedial design, and remediation relating to the clean up of environmental
contamination at several sites, including properties owned by the Company. The
amounts of the reserve at December 31, 1997 and 1996 were $9.6 million and $10.3
million, respectively. The reserve includes a provision for the Company's
anticipated share of remediation in the Fields Brook watershed referred to
above, as well as a provision for costs that are expected to be incurred in
connection with remediation of other sites. Some of these studies have been
completed; others are ongoing. In some cases, the methods of remediation remain
to be agreed upon.
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FORM 10-K
PART I (CONTINUED)
ITEM 3. LEGAL PROCEEDINGS (Concluded)
The Company expects to continue to incur professional fees, expenses and capital
expenditures in connection with its environmental compliance efforts. In
addition, there are several claims and lawsuits pending against the Company and
its subsidiaries.
The amount of liability to the Company with respect to costs of remediation of
contamination of the Fields Brook watershed and of other sites, and the amount
of liability with respect to the other claims and lawsuits against the Company,
was based on available data. The Company has established its reserves in
accordance with its interpretation of the principles outlined in Statement of
Financial Accounting Standards No. 5 and Securities and Exchange Commission
Staff Accounting Bulletin No. 92. In the event that any additional accruals
should be required in the future with respect to such matters, the amounts of
such additional accruals could have a material impact on the results of
operations to be reported for a specific accounting period but should not have a
material impact on the Company's consolidated financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth quarter
of the fiscal year covered by this report.
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FORM 10-K
PART I (CONTINUED)
EXECUTIVE OFFICERS OF THE REGISTRANT
The names and ages of all executive officers of the registrant at March 23, 1998
and their positions and offices with the registrant are as follows:
Name and Age Positions and Offices
------------ ---------------------
W. C. King (53) Chairman and Chief Executive Officer (a)
T. E. Mark (45) President and Chief Operating Officer (b)
G. J. Israel (57) Vice President - Finance, Treasurer and
Chief Financial Officer (c)
R. M. Currie (44) Secretary and General Counsel (d)
E. R. Rondeau (63) Controller (e)
(a) Mr. King joined the Company as President and Chief Executive Officer in
April 1995. He was elected Chairman of the Board in January 1996. Prior to
joining the Company, Mr. King was President and Chief Operating Officer of
Masland Industries from 1992 to 1994 and prior to that, Vice President and Group
Executive of Allied Signal.
(b) Mr. Mark joined the Company as President and Chief Operating Officer in
January 1996. Prior to that he was President and General Manager of ABB Paint
Finishing from 1990 to 1996.
(c) Mr. Israel was elected Vice President - Finance and Chief Financial Officer
on February 25, 1993 and Treasurer in 1994. Mr. Israel came to the Company from
Chrysler Corporation where he served for 26 years in numerous financial
positions. His most recent position was Vice President and Controller-Treasurer
of Chrysler Canada Ltd.
(d) Mr. Currie joined the Company as General Counsel on July 16, 1993. He was
named Secretary and General Counsel on November 1, 1994. Prior to joining the
Company, Mr. Currie was engaged in private law practice.
(e) Mr. Rondeau served as Assistant Controller of the Company for more than five
years before being elected Controller on March 25, 1993. Mr. Rondeau has
announced his intention to retire on March 31, 1998.
All officers of the Company are elected annually and hold office until their
successors are chosen and qualify in their stead.
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FORM 10-K
PART II
CROSS REFERENCE SHEET
Page (and caption) in 1997
Detrex Corporation
10-K Item Annual Report to Shareholders*
------------------ ------------------------------
5. Market for Registrant's Common
Stock and Related Shareholder Matters:
(a) Market and market prices
of the common stock 16- Selected Quarterly Data
(b) Approximate number of
holders of common stock - Highlights
(c) Dividend history 16- Selected Quarterly Data
6. Selected Financial Data 15- Selected Financial Data
7. Management's Discussion and 12-14 - Management's
Analysis of Financial Condition Discussion and
and Results of Operations Analysis of Financial
Condition
and Results of Operations
8. Financial Statements and Supplementary
Data:
- Detrex Corporation Consolidated
Balance Sheets, December 31,
1997 and 1996 4,5
- Consolidated Statements of
Operations and Retained Earnings
for the Years Ended December 31,
1997, 1996, and 1995 3
- Consolidated Statements of Cash
Flows for the Years Ended
December 31, 1997, 1996, and 1995 6
- Notes to Consolidated Financial
Statements 7-11
- Independent Auditors' Report 2
With the exception of the aforementioned
information and the information
incorporated by reference in Items 5, 6
and 7, the Annual Report to Shareholders
is not to be deemed filed as part of this
Form 10-K Annual Report.
9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure Not Applicable
* Detrex Corporation's Annual Report to Shareholders for the year ended December
31, 1997 is incorporated herein as Exhibit 13 under Item 14(a) 3 of Part IV.
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FORM 10-K
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is incorporated by reference from the
information set forth under the caption "Election of Directors" in the Detrex
Corporation Proxy Statement (the "Proxy Statement") for the Annual Meeting of
Shareholders to be held April 23, 1998. The information required for Executive
Officers of the Company is included in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from the
information set forth under the caption "Executive Compensation and Other
Transactions" in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by Item 12 is incorporated by reference from the
information set forth under the caption "Election of Directors" in the Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference from the
information set forth under the captions "Election of Directors" and "Executive
Compensation and Other Transactions" in the Proxy Statement.
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FORM 10-K
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) 1. All Financial Statements
Detrex Corporation and Subsidiaries (incorporated by
reference to the Company's Annual Report to Shareholders
for the year ended December 31, 1997-see Part II)
(a) 2. Financial Statement Schedules Page
----
Independent Auditors' Report 15
Schedule II - Valuation and Qualifying Accounts for the
Years Ended December 31, 1997, 1996, and 1995. 16
Financial Statements and Financial Statement Schedules Omitted:
Other financial statement schedules are omitted because of the absence of the
conditions under which they are required.
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FORM 10-K
PART IV (CONTINUED)
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K (Continued)
(a) 3. Exhibits
3(i) Articles of Incorporation, as amended, are hereby --
incorporated by reference to Commission file #0-784,
Annual Report on Form 10-K for the year ended
December 31, 1987, as Exhibit 3(a)
3(ii) Bylaws, as amended, as of February 26, 1998 Attached as
an Exhibit
4 Shareholders Rights Plan is hereby incorporated by --
reference to Commission file #0-784 8-K Report dated
May 4, 1990, as Exhibit 4
Executive Compensation Plans and Arrangements
10(a) 1993 Stock Option Plan is hereby incorporated by reference to --
Commission file # 0-784 1993 Proxy Statement dated
March 26, 1993, as Exhibit 10(a)
10(b) 1993 Stock Option Plan for outside directors is hereby --
incorporated by reference to Commission file #0-784 1993
Proxy Statement dated March 2, 1993, as Exhibit 10(b)
10(c) 1994 Stock-Cash Incentive Plan is hereby incorporated by --
reference to Commission file #0-784 Annual Report on Form 10-K
for the year ended December 31, 1993, as Exhibit 10(c)
10(d) Employment Agreement - Gerald J. Israel, is hereby --
incorporated by reference to Commission file # 0-784
Annual Report on Form 10-K for the year ended
December 31, 1992 as Exhibit 10(h)
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FORM 10-K
PART IV (CONTINUED)
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K (Continued)
(a) 3. Exhibits (Continued)
10(e) Employment Agreement - Robert M. Currie, is hereby --
incorporated by reference to Commission file #0-784
Annual Report on Form 10-K for the year ended December 31,
1994, as Exhibit 10(g)
10(f) Temporary Employment Agreement - William C. King, is hereby --
incorporated by reference to Commission file #0-784
Annual Report on Form 10-K for the year ended December 31,
1995, as Exhibit 10(i)
10(g) Employment Agreement - William C. King, is hereby --
incorporated by reference to Commission file #0-784
Annual Report on Form 10-K for the year ended December 31,
1995, as Exhibit 10(j)
10(h) Employment Agreement - Thomas E. Mark, is hereby --
incorporated by reference to Commission file #0-784
Annual Report on Form 10-K for the year ended December 31,
1995, as Exhibit 10(k)
--
Other Material Contracts
10(i) Revolving Credit Agreement and Amended Term Loan Agreement --
dated March 11, 1994 in the aggregate amount of $12 Million
is hereby incorporated by reference to Commission file #0-784
Annual Report on Form 10-K for the year ended December 31, 1993
10(j) First Amendment to Credit Agreement and Waiver, dated as of --
December 31, 1994, is hereby incorporated by reference to
Commission file #0-784 Annual Report on Form 10-K for the year
ended December 31, 1994 as Exhibit 10(j)
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FORM 10-K
PART IV (CONCLUDED)
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K (Concluded)
(a) 3. Exhibits (Concluded)
10(k) Credit Agreement with Comerica Bank dated as of --
June 13, 1996 (the "Credit Agreement"), is hereby incorporated by
reference to Commission file #0-784 Quarterly Report on Form
10-Q for the quarter ended June 30, 1996 as Exhibit 10(p)
10(l) First Amendment to the Credit Agreement, dated --
December 5, 1996 is hereby incorporated by reference to
Commission file #0-784 Annual Report on Form 10-K for
the year ended December 31, 1996 as Exhibit 10(o)
10(m) Second Amendment to the Credit Agreement, dated as of --
March 31, 1997 is hereby incorporated by reference to Commission
file #0-784 Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 as Exhibit 10(q)
10(n) Commitment Letter from Comerica Bank to Harvel Plastics, Inc. Attached as
an indirect subsidiary of Detrex Corporation, dated November 24, 1997 an Exhibit
13 Annual Report to Shareholders for the year ended December 31, 1997 Attached as
an Exhibit
21 Subsidiaries of the Registrant Attached as
an Exhibit
Consents of Experts and Counsel
23 Consent of Auditors Attached as
an Exhibit
27 Financial Data Schedule Attached as
an Exhibit
(b) No Form 8-K was filed in the fourth quarter of 1997
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15
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Detrex Corporation:
We have audited the consolidated financial statements of Detrex Corporation and
its subsidiaries (the "Company") as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997, and have issued our
report thereon dated February 25, 1998; such consolidated financial statements
and report are included in your Annual Report to Shareholders for the year ended
December 31, 1997 and are incorporated herein by reference. Our audits also
included the financial statement schedule of the Company, listed in
Item 14(a)(2). This financial statement schedule is the responsibility of the
Company's management Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
Deloitte & Touche LLP
Detroit, Michigan
February 25, 1998
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16
DETREX CORPORATION AND SUBSIDIARIES
FINANCIAL STATEMENT SCHEDULES
17
FORM 10-K
SCHEDULE II
DETREX CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
Additions
---------------------
Balance Charged to Charged Balance
Beginning Costs and to Other at End
Description of Year Expenses Accounts Deductions of Year
----------- --------- ---------- --------- ---------- ---------
Year Ended December 31, 1997
Inventory Valuation Reserves $176,909 272,713 185,432 $264,190
Finished Machines Valuation
Reserves $343,307 63,470 159,770 $247,007
Allowance for Uncollectible
Accounts $394,599 145,721 168,751 $371,569
Year Ended December 31, 1996
Inventory Valuation Reserves $330,251 67,446 220,788 $176,909
Finished Machines Valuation
Reserves $398,950 7,927 63,570 $343,307
Allowance for Uncollectible
Accounts $458,693 226,905 290,999 $394,599
Year Ended December 31, 1995
Inventory Valuation Reserves $235,617 221,458 158,441 285,265 $330,251
Finished Machines Valuation
Reserves $899,332 30,000 530,382 $398,950
Allowance for Uncollectible
Accounts $329,634 546,991 417,932 $458,693
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FORM 10-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Detrex Corporation
-------------------------------
(Registrant)
Date March 23, 1998 By W. C. King
---------------- ---------------------------
W. C. King
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on this twenty-third day of March 1998 by the following
persons on behalf of the Registrant and in the capacities indicated.
Signature Title
--------- -----
W. C. King Chairman and Chief Executive
---------------------------- Officer
W. C. King
T. E. Mark President and Chief Operating
---------------------------- Officer
T. E. Mark
G. J. Israel Vice President, Treasurer and
---------------------------- Chief Financial Officer
G. J. Israel
E. R. Rondeau Controller and Chief
---------------------------- Accounting Officer
E. R. Rondeau
B. W. Cox Director
----------------------------
B. W. Cox
R. A. Emmett, III Director
----------------------------
R. A. Emmett, III
J. F. Mangold Director
----------------------------
J. F. Mangold
B. W. McCleary Director
----------------------------
B. W. McCleary
A. R. Thalacker Director
----------------------------
A. R. Thalacker
J. D. Withrow Director
----------------------------
J. D. Withrow
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3(ii) Bylaws, as amended, as of February 26, 1998 Attached as
an Exhibit
10(n) Commitment Letter from Comerica Bank to Harvel Attached as
Plastics, Inc. an indirect subsidiary of Detrex an Exhibit
Corportation, dated November 24, 1997
13 Annual Report to Shareholders for the year ended Attached as
December 31, 1997 an Exhibit
21 Subsidiaries of the Registrant Attached as
an Exhibit
23 Consent of Auditors Attached as
an Exhibit
27 Financial Data Schedule Attached as
an Exhibit