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, 2000 ------------------------------------------------------ or [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------------------- ---------------------- Commission file number 0-784 --------------------------------------------------------- DETREX CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Michigan 38-0480840 - ------------------------------------ ------------------------------------ (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 ----------------------- 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] 2 FORM 10-K The aggregate market value (based upon the NASDAQ Closing Price) of Common Capital Stock on March 16, 2001 of Detrex Corporation held by nonaffiliates was approximately $8 million. The number of shares of Common Capital Stock, $2 Par Value, outstanding on March 16, 2001 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, 2000 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 26, 2001 2 3 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 chemicals and allied products, services, and supply processes for use by manufacturing and service industries and is comprised of the following operations: Detrex Corporation - Parts Cleaning Technologies Division - provides solutions for production parts cleaning needs, including equipment, solvents, recycling of waste, and contract parts cleaning Subsidiaries of Detrex Corporation - Harvel Plastics, Inc. - manufacturer of high quality PVC and CPVC pipe and custom extrusions - The Elco Corporation - manufacturer of high performance specialty chemicals including lubricant additives, fine chemicals, and semi-conductor grade hydrochloric acid Net sales (in thousands) of each business unit for each of the last three years are set forth below: 2000 1999 1998 ---- ---- ---- Harvel Plastics, Inc. $47,506 $35,710 $29,656 The Elco Corporation 20,807 19,910 19,873 Parts Cleaning Technologies 17,036 19,836 21,793 For additional information regarding the operating segments of the Company, see Note 15 to the Consolidated Financial Statements. 3 4 FORM 10-K PART I (CONTINUED) ITEM 1. BUSINESS (Continued) The backlog of orders at any one time is generally not significant to the Company's business. At December 31, 2000, the Company's backlog of equipment orders was approximately $1.5 million and the Company expects to complete all of these orders in the first half of 2001. Raw materials essential to the Company's various products are generally commodity materials and are readily available from competitive sources. The Company's Parts Cleaning Technologies 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 providing contract parts cleaning services. 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. 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 2001. 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, 2000 totaled $5.0 million, of which $2.1 million is estimated to be spent in 2001. A more detailed discussion of environmental matters is included under Item 3 - Legal Proceedings. The Company employed 315 persons as of December 31, 2000. The Company is not engaged in manufacturing operations in foreign countries. For information regarding sales by customer location, see Note 15 to the Consolidated Financial Statements. On September 29, 2000, Seibert-Oxidermo, Inc., a wholly-owned subsidiary of the Company, completed the sale of assets, other than real estate, used in its paint business. For information on the financial aspects of the transaction, see Note 9 to the Consolidated Financial Statements. 4 5 FORM 10-K PART I (CONTINUED) ITEM 1. BUSINESS (Concluded) The Company utilized internally generated funds and increased borrowings under its revolving credit agreement to finance its operations and provide for capital expenditures of $1.5 million during the first nine months of 2000. Following the sale of Seibert-Oxidermo, Inc., in the fourth quarter, the Company was able to significantly strengthen its balance sheet by reducing outstanding trade accounts payable by $4.1 million, and extinguishing $1.6 million of environmental liabilities. In addition, $ .7 million was spent on capital expenditures. Borrowings under the revolving credit facility decreased by $1.5 million during the year and the term loan of $1.7 million was completely repaid. The Company has market risks which could arise from fluctuations in interest rates under both its Credit Agreement and the Industrial Development Bonds issued by the California Economic Development Financial Authority. (see Notes 5 and 6 to the Consolidated Financial Statements). A 1% change in the prime interest rate could impact the Company's pretax earnings by approximately $100,000 and a 1% increase in tax-exempt bond interest rates could affect pretax earnings by a maximum of $29,000. 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 nine are owned as follows: 1) Facilities located on 57 acres in Ashtabula, Ohio are used in connection with the manufacture of hydrochloric acid, reagent grade chemicals, N-methyl pyrrole, and zinc-based lubricant additives. 2) 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. 3) 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. Harvel expanded its manufacturing capacity in 1998 by leasing a new 100,000 square feet facility in California, which was built to suit Harvel's warehouse and manufacturing needs. The lease term is for an initial period of fifteen years expiring in the year 2013, with provision for three five-year extensions. 5 6 FORM 10-K PART I (CONTINUED) ITEM 2. PROPERTIES (Concluded) 4) The Company owns a building used as a research laboratory and office in Bowling Green, Kentucky. In addition, the company owns a separate building in Bowling Green for its parts cleaning operations. 5) 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. 6) 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. 7) 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. 8) 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. 9) The company owns a warehouse and sales office facility located in Chicago, Illinois. The building area is approximately 10,000 square feet and is located on one acre of land. In addition to the above, the Company owns the real estate formerly utilized by Seibert-Oxidermo, Inc. This real estate consists of a plant located on 40 acres of land in Romulus, Michigan and a warehouse facility in Detroit, Michigan and will be available for sale at the end of the first quarter of 2001. 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 clean-up is currently in progress and is expected to be completed by the end of 2001. The Company's share of future costs is anticipated to be approximately $1.3 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, 2000 and 1999 were $5.0 million and $7.3 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. 6 7 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 to the above, there are several claims and lawsuits pending against the Company and its subsidiaries. The Company expects to continue to incur professional fees, expenses and capital expenditures in connection with its environmental compliance efforts. In addition to the above, there are several other claims and lawsuits pending against the Company and its subsidiaries. One of those lawsuits involves the division of costs between several potentially responsible companies for reimbursement to the EPA for costs it incurred to conduct environmental remediation at a drum and barrel recycler, which the Company had utilized several years ago. The potentially responsible companies entered into an Agreement to, among other things, jointly defend the cost claims of the EPA. A dispute arose amongst the potentially responsible companies over the Agreement which resulted in the filing of a lawsuit. The matter went to trial before a jury in June of 1999 and a judgment was entered against the Company in the amount of approximately $750,000, plus interest and attorney fees. The Company is taking an appeal to the Michigan Court of Appeals and believes it has reasonable grounds to seek reversal of the judgment. 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 several 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. 7 8 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, 2001 and their positions and offices with the registrant are as follows: Name and Age Positions and Offices ------------ --------------------- W. C. King (56) Chairman and Chief Executive Officer (a) T. E. Mark (48) President and Chief Operating Officer (b) G. J. Israel (60) Vice President - Finance, Treasurer and Chief Financial Officer (c) R. M. Currie (47) Secretary and General Counsel (d) S. J. Quinlan (37) 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. Mr. Israel has announced his intention to retire effective March 31, 2001. (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. Quinlan served as a Division Controller for the Company for more than five years before being elected Controller on April 23, 1998. All officers of the Company are elected annually and hold office until their successors are chosen and qualify in their stead. 8 9 FORM 10-K PART II CROSS REFERENCE SHEET Page (and caption) in 2000 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 15- Selected Quarterly Data (b) Approximate number of holders of common stock - Highlights (c) Dividend history 14- Management's Discussion and Analysis of Financial Condition and Results of Operations 6. Selected Financial Data 16- Selected Financial Data 7. Management's Discussion and 13-14 - Management's Discussion and Analysis of Financial Condition Analysis of Financial Condition and Results of Operations and Results of Operations 8. Financial Statements and Supplementary Data: - Detrex Corporation Consolidated Balance Sheets, December 31, 2000 and 1999 4,5 - Consolidated Statements of Operations and Retained Earnings for the Years Ended December 31, 2000, 1999, and 1998 3 - Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 1999, and 1998 6 - Notes to Consolidated Financial Statements 7-12 - 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, 2000 is incorporated herein as Exhibit 13 under Item 14(a) 3 of Part IV. 9 10 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 26, 2001. 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. 10 11 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, 2000-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, 2000, 1999, and 1998. 16 11 12 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, are hereby incorporated by -- reference to Commission file #0-784, Annual Report Form 10-K for the year ended December 31, 1997, as Exhibit 3(ii) 4 Amended and Restated Rights Agreement dated as of -- April 27, 2000, between the Company and State Street Bank and Trust Company is hereby incorporated by Reference to Commission file # 0-784 8-K Report dated April 27, 2000, 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(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) 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) 12 13 FORM 10-K PART IV (CONTINUED) ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (Continued) (a) 3. Exhibits (Continued) 10(f) 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(g) 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(h) 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(i) First Amendment to 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(j) 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(k) Third Amendment to the Credit Agreement, dated -- April 22, 1998 is hereby incorporated by reference to Commission file #0-784 Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 as Exhibit 10(o) 13 14 FORM 10-K PART IV (CONCLUDED) ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (Concluded) (a) 3. Exhibits (Concluded) 10(l) Fourth Amendment to the Credit Agreement, dated -- March 15, 1999 is hereby incorporated by reference to Commission file #0-784 Annual Report on Form 10-K for the year ended December 31, 1998 as Exhibit 10(m) 10(m) Fifth Amendment to the Credit Agreement, dated May 20, 1999 -- is hereby incorporated by reference to Commission file #0-784 Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 as Exhibit 10(n) 10(n) Sixth Amendment to the Credit Agreement, dated -- February 29, 2000 is hereby incorporated by reference to Commission file # 0-784 Annual Report on Form 10-K for the year ended December 31, 1999 as Exhibit 10(o) 10(o) Seventh Amendment to the Credit Agreement, dated -- September 29, 2000 is hereby incorporated by reference to Commission file # 0-784 Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 as Exhibit 10(p) 10(p) Asset Purchase and Sale Agreement dated as of September -- 1, 2000, by and among Seibert-Oxidermo, Inc., the Company and Red Spot Paint and Varnish Co., is hereby incorporated by reference to Commission file # 0-784 8-K Report dated October 16, 2000, as Exhibit 99 13 Annual Report to Shareholders for the year ended December 31, 2000 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 (b) A report was filed on Form 8-K on October 16, 2000 describing the sale of the assets of the Company's subsidiary, Seibert-Oxidermo, Inc., as of September 30, 2000. 14 15 [DELOITTE & TOUCHE LETTERHEAD] INDEPENDENT AUDITOR'S 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, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, and have issued our report thereon dated February 28, 2001; such consolidated financial statements and the report are included in your 2000 Annual Report to Shareholders 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 financial statements taken as a whole, presents fairly in all material respects the information set forth therein. /s/ Deloitte & Touche LLP Detroit, Michigan February 28, 2001 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, 2000, 1999 AND 1998 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, 2000 - ---------------------------- Inventory Valuation Reserves $227,873 120,259 214,748 $133,384 Finished Machines Valuation Reserves $241,608 191,523 $433,131 Allowance for Uncollectible Accounts $244,268 176,832 70,036 $351,064 Year Ended December 31, 1999 - ---------------------------- Inventory Valuation Reserves $221,438 187,214 193,649 $227,873 Finished Machines Valuation Reserves $251,418 34,756 24,945 $241,608 Allowance for Uncollectible Accounts $249,368 115,000 120,100 $244,268 Year Ended December 31, 1998 - ---------------------------- Inventory Valuation Reserves $264,190 182,363 225,115 $221,438 Finished Machines Valuation Reserves $247,007 14,586 10,176 $251,418 Allowance for Uncollectible Accounts $371,569 158,000 280,201 $249,368 16 18 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 26, 2001 By /s/ 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- sixth day of March 2001 by the following persons on behalf of the Registrant and in the capacities indicated. Signature Title --------- ----- /s/ W. C. King Chairman and Chief Executive - ------------------------------------------------------------ Officer W. C. King /s/ T. E. Mark President and Chief Operating - ------------------------------------------------------------ Officer T. E. Mark /s/ G. J. Israel Vice President, Treasurer and - ------------------------------------------------------------ Chief Financial Officer G. J. Israel /s/ S. J. Quinlan Controller and Chief Accounting - ------------------------------------------------------------ Officer S. J. Quinlan /s/ B. W. Cox Director - ------------------------------------------------------------ B. W. Cox /s/ R. A. Emmett, III Director - ------------------------------------------------------------ R. A. Emmett, III /s/ J. F. Mangold Director - ------------------------------------------------------------ J. F. Mangold /s/ B. W. McCleary Director - ------------------------------------------------------------ B. W. McCleary /s/ A. R. Thalacker Director - ------------------------------------------------------------ A. R. Thalacker /s/ J. D. Withrow Director - ------------------------------------------------------------ J. D. Withrow /s/ D. R. Zimmer Director - ------------------------------------------------------------ D. R. Zimmer 19 Exhibit Index Exhibit No. Description 13 Annual Report to Shareholders for the year ended December 31, 2000 21 Subsidiaries of the Registrant 23 Consent of Auditors