1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 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., Ste. 500, Southfield, MI 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 (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 ----- ----- As of August 14, 2001 1,583,414 shares of the registrant's stock were outstanding. 2 DETREX CORPORATION INDEX PART I FINANCIAL INFORMATION PAGE - ------ --------------------- ---- Item 1 Condensed Consolidated Balance Sheets- June 30, 2001 and December 31, 2000 3 Condensed Consolidated Unaudited Statements of Operations For the Three and Six Months Ended June 30, 2001 and 2000 4 Condensed Consolidated Unaudited Statements of Cash Flows- Six Months Ended June 30, 2001 and 2000 5 Notes to Condensed Consolidated Unaudited Financial Statements 6-7 Item 2 Management's Discussion and Analysis of Interim Financial Information 8-10 PART II OTHER INFORMATION Item 4 Submission of Matters to Vote of Security Holders 11 Item 6 Exhibits and Reports on Form 8-K 11 SIGNATURES 12 3 DETREX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED AUDITED June 30, 2001 December 31, 2000 ------------- ----------------- ASSETS Current Assets: Cash and cash equivalents $ 391,237 $ 363,829 Accounts receivable (less allowance for uncollectible accounts of $134,000 in 2001 and $244,000 in 2000) 11,080,826 11,591,331 Inventories: Raw materials 3,480,453 3,185,785 Work in process 438,771 277,790 Finished goods 6,982,997 6,920,821 ----------- ----------- Total Inventories 10,902,221 10,384,396 Prepaid expenses and other 489,526 786,915 Deferred income taxes 2,405,674 1,955,959 ----------- ----------- Total Current Assets 25,269,484 25,082,430 Land, buildings, and equipment-net 21,175,715 24,238,494 Property held for sale 2,735,066 -- Prepaid pensions 2,376,043 2,253,947 Other assets 411,603 442,204 ----------- ----------- $51,967,911 $52,017,075 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Loans payable $ 8,295,045 $ 6,830,335 Current portion of long-term debt 500,000 600,000 Current maturities of capital leases 132,258 168,414 Accounts payable 6,659,185 5,227,072 Environmental reserve 2,100,000 2,100,000 Accrued compensation 190,753 656,442 Other accruals 2,330,177 2,583,040 ----------- ----------- Total Current Liabilities 20,207,418 18,165,303 Long term portion of capital lease obligations 130,845 194,418 Long-term debt 2,400,000 2,900,000 Accrued postretirement benefits 3,728,027 3,728,027 Environmental reserve 2,084,111 2,937,103 Accrued pension and other 551,198 551,198 Minority interest 2,618,834 2,507,635 Deferred income taxes 651,733 651,733 Stockholders' Equity: Common capital stock, $2 par value, authorized 4,000,000 shares, outstanding 1,583,414 shares 3,166,828 3,166,828 Additional paid-in capital 22,020 22,020 Retained earnings 16,406,897 17,192,810 ----------- ----------- Total Stockholders' Equity 19,595,745 20,381,658 ----------- ----------- $51,967,911 $52,017,075 =========== =========== SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS 3 4 DETREX CORPORATION CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS Three Months Ended Six Months Ended June 30 June 30 2001 2000 2001 2000 ---- ---- ---- ---- Net sales $18,861,401 $22,211,139 $39,100,235 $45,158,642 Cost of sales 14,749,123 16,833,188 30,420,334 34,041,626 Selling, general and administrative expenses 3,678,769 3,740,729 7,446,717 7,826,400 Provision for depreciation and amortization 954,370 879,428 1,920,539 1,747,787 Net (gain) loss from property transactions (3,959) (3,959) 98,859 84,955 Other income and deductions (45,772) (140,965) (99,609) (181,902) Minority interest 69,665 105,914 141,199 220,489 Interest expense 208,462 331,208 446,423 637,672 ----------- ----------- ----------- ----------- (Loss) income from continuing operations before income taxes (749,257) 376,682 (1,171,409) 767,711 (Credit) provision for income taxes (211,558) 157,871 (385,496) 326,577 ----------- ----------- ----------- ----------- Net (loss) income from continuing operations (537,699) 218,811 (785,913) 441,133 Income from discontinued operations, net of taxes -- 42,217 -- 111,452 ----------- ----------- ----------- ----------- Net (loss) income $ (537,699) $ 261,028 $ (785,913) $ 552,585 =========== =========== =========== =========== Basic and diluted (loss) earnings per share: From continuing operations $ (.34) $ .14 $ (.50) $ .28 From discontinued operations $ -- $ .02 $ -- $ .07 ----------- ----------- ----------- ----------- Net Income $ (.34) $ .16 $ (.50) $ .35 =========== =========== =========== =========== Weighted average shares outstanding: Basic 1,583,414 1,583,414 1,583,414 1,583,414 Effects of dilutive stock options -- -- -- -- ----------- ----------- ----------- ----------- Diluted 1,583,414 1,583,414 1,583,414 1,583,414 =========== =========== =========== =========== SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS 4 5 DETREX CORPORATION CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS Six Months Ended June 30 2001 2000 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (785,913) $ 552,585 Adjustments to reconcile net (loss) income to net cash provided by (used in) Operating activities: (Income) from discontinued operations -- (111,452) Depreciation and amortization 1,920,539 1,747,787 (Gain) loss on disposal of property (3,959) 98,859 Deferred income taxes (449,715) 169,467 Minority interest 111,199 190,490 Changes to operating assets and liabilities that provided (used) cash: Accounts receivable 347,169 (958,073) Inventories (517,825) 66,802 Prepaid expenses and other 177,747 52,992 Other assets 30,601 97,184 Accounts payable 1,361,936 (927,997) Environmental reserve (852,992) (454,423) Accrued compensation (465,689) 214,195 Other accruals 386,250 72,104 Postretirement benefits -- 150,000 ----------- ------------ Total adjustments 2,045,261 407,935 ----------- ------------ Net cash provided by continuing operating activities 1,259,348 960,520 Net cash used in discontinued operating activities (384,470) (294,980) ----------- ------------ Net cash provided by operating activities 874,878 665,540 ----------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,078,385) (757,497) Sale/disposal of fixed assets -- 84,626 ----------- ------------ Net cash used in continuing investing activities (1,078,385) (672,871) Net cash used in discontinued investing activities (534,066) (40,862) ----------- ------------ Net cash used in investing activities (1,612,451) (713,733) ----------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under revolving credit facility 1,464,710 725,196 Borrowing under equipment loan facility -- 170,000 Repayment of long term debt (600,000) (683,000) Principal payments under capital lease obligations (99,729) (111,848) ----------- ------------ Net cash provided by financing activities 764,981 100,348 ----------- ------------ Net increase in cash and cash equivalents 27,408 52,155 Cash and cash equivalents at beginning of period 363,829 381,269 ----------- ------------ Cash and cash equivalents at end of period $ 391,237 $ 433,424 =========== ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 450,432 $ 696,264 Income taxes $ 93,000 $ 8,000 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Capital lease obligations incurred with the acquisition of equipment $ -0- $ -0- Capital lease terminations $ -0- $ -0- SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS 5 6 DETREX CORPORATION NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS 1. In the opinion of the Company, the accompanying condensed consolidated unaudited financial statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the results of operations for the periods presented. Certain amounts for 2000 have been reclassified to conform with 2001 classifications. The information furnished for the six months may not be indicative of results to be expected for the full year. 2. Effective September 30, 2000, the Company completed the sale of the assets, excluding real estate, of its paint subsidiary to Red Spot Paint & Varnish Co., for $11.1 million. The sale resulted in a net gain of $2.6 million. In addition, the Company and Red Spot entered into an agreement whereby the Company manufactured for Red Spot for a period of four months commencing October 1, 2000 and ending January 31, 2001. The property related to this discontinued segment is currently held for sale. 3. The Company entered into a new Credit Agreement (the Agreement) with Comerica Bank on April 25, 2001. The Agreement, which has an expiration date of April 25, 2003, provides for a credit facility of up to $13.0 million, collateralized by the Company's inventory, accounts receivable, certain fixed assets, and stock of subsidiaries. The Agreement contains, among other provisions, requirements for maintaining defined levels of tangible net worth and various financial statement ratios. Interest rates negotiated under the Agreement are based on eurodollar and/or prime rate based formulas, and are more favorable than those in the old agreement. The Agreement also provides up to $5 million in Term Loan facilities to finance capital expenditures. At June 30, 2001, the Company was not in compliance with one of the financial covenants contained in the Agreement, but Comerica has granted a waiver of the covenant default, effective as of that date. The Company and Comerica are negotiating an amendment to the Agreement with revised terms and covenants. 4. 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 remaining share of clean-up costs is anticipated to be in the range of approximately $700,000. 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 amount of the reserve at June 30, 2001 was $4.2 million. 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. 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. 6 7 DETREX CORPORATION 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. 5. The Company has three operating segments that meet the quantitative thresholds of Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information": - Harvel Plastics - manufacturer of high quality PVC and CPVC pipe and custom extrusions - Elco Corporation - manufacturer of high performance specialty chemicals including lubricant additives, fine chemicals, and - hydrochloric acid - Parts Cleaning Technologies - provides solutions for production parts cleaning needs, including equipment, solvents, recycling of waste, and contract parts cleaning Other includes consulting, property transactions, minority interest and provisions for certain employee benefit items. Data for the three and six month periods ended June 30, 2001 and 2000 is as follows: Three Months Ended June 30 Six Months Ended June 30 ------------------------------------ ---------------------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Net sales: Harvel Plastics $10,503,742 $12,273,046 $ 21,763,118 $24,668,677 Elco Corporation 4,802,167 5,144,526 9,765,856 10,859,804 Parts Cleaning Technologies 3,605,275 4,683,517 7,724,265 9,349,359 Other (includes intercompany eliminations) (49,783) 110,050 (153,004) 280,802 ----------- ----------- ------------- ----------- Total $18,861,401 $22,211,139 $ 39,100,235 $45,158,642 =========== =========== ============= =========== Earnings (loss) before income taxes: Harvel Plastics $ 756,657 $ 1,165,168 $ 1,533,606 $ 2,425,620 Elco Corporation 274,726 391,196 576,587 875,574 Parts Cleaning Technologies (798,328) (105,226) (1,241,324) (330,025) Other 12,500 141,892 25,001 285,083 ----------- ----------- ------------- ----------- Sub-total 245,555 1,593,030 893,870 3,256,252 Corporate administrative expense (776,215) (765,474) (1,624,951) (1,680,958) Corporate interest expense (179,486) (253,711) (372,217) (482,420) Other (39,121) (197,163) (68,111) (325,163) ----------- ----------- ------------- ----------- Total (loss) income from continuing operations before taxes $ (749,257) $ 376,682 $ (1,171,409) $ 767,711 =========== =========== ============= =========== 7 8 DETREX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM FINANCIAL INFORMATION Results of Operations Detrex Corporation and its consolidated subsidiaries ("the Company") incurred a net loss from continuing operations of $537,699 during the second quarter of 2001, compared with net income from continuing operations of $218,811 for the second quarter of 2000. For the first six months of 2001, the Company reported a net loss from continuing operations of $785,913, compared with net income from continuing operations of $441,133 for the first half of 2000. Net sales for the six month period declined to $39.1 million from $45.2 million for the same period in 2000. Summarized below is selected operating data for the three and six month periods ended June 30, 2001 and comparable data for the same periods last year (in thousands): Three Months Ended Six Months Ended June 30 June 30 ------- ------- 2001 2000 2001 2000 ---- ---- ---- ---- $ % $ % $ % $ % Sales 18,861 100.00 22,211 100.0 39,100 100.00 45,159 100.0 Gross margin 4,112 21.8 5,378 24.2 8,680 22.2 11,117 24.6 Selling, general and administrative expenses 3,679 19.5 3,741 16.8 7,447 19.0 7,826 17.3 Depreciation and amortization 954 5.1 879 4.0 1,921 4.9 1,748 3.9 Net (loss) income from continuing operations (538) (2.9) 219 1.0 (786) (2.0) 441 1.0 Sales declined $3.4 million, or 15%, in the second quarter of 2001 compared to the same period in the prior year. Each of the three Company business units continued to experience weak market conditions, caused primarily by decreases in domestic manufacturing activity due to the economic slowdown and, to a lesser extent, the continuing strength of the U.S. dollar, which caused export sales to decline. The gross margin of the Company decreased by $1.3 million in the second quarter of 2001 compared to the same period in 2000, primarily due to the lower level of business activity. Margins as a percentage of sales remained relatively stable at both Harvel Plastics, Inc. ("Harvel") and The Elco Corporation ("Elco"), as lower raw material costs and pricing actions were able to offset the adverse effects of lower capacity utilization. The margins in Parts Cleaning Technologies ("Parts Cleaning") declined due to a volume reduction of 23%, shifting product mix within its solvent distribution and contract parts cleaning product lines, and lower margins on equipment shipments. Selling, general and administrative expenses declined by 1.7% in the second quarter of this year and 4.9% year to date, compared to the same periods in the prior year, as cost reduction actions taken at Parts Cleaning and the corporate office were partially offset by increased employee benefit costs, primarily health care and reduced pension credits, at Harvel. The provision for depreciation and amortization in 2001 is higher than in 2000 as a result of capital expenditures at both Harvel and Elco. Interest expense in 2001 is lower than in 2000 due to decreases in interest rates, lower average balances outstanding on the revolving credit facility, the repayment of the Company's term loans in September of 2000 and the $600,000 principal payment of the Harvel Industrial Development Bonds in January 2001. 8 9 DETREX CORPORATION The credit for income taxes in the first half of 2001 was approximately 33% of the pretax loss from continuing operations, as the statutory 34% federal rate was offset slightly by state and local income tax expense at the profitable segments. In 2000, the effective tax rate of approximately 43% of the pretax income from continuing operations reflected the federal tax rate plus state and local tax expense. Results of Operations - Segment Disclosure Harvel's sales declined by $1.7 million, or 14.4%, in the second quarter of 2001 compared to the same period in 2000, and declined $2.9 million, or 10.8%, for the year to date period compared to the same period in 2000, as demand in the commercial and industrial segments of the economy continued to be sluggish. Gross margins expressed as a percentage of sales were relatively unchanged for the six month period compared to the same period in 2000, as adverse effects from lower capacity utilization and reduced selling prices due to weak market demand were substantially offset by decreased raw material costs and more favorable product mix. Selling, general and administrative expenses increased nominally in both the quarter and the six month period in 2001 compared to the same periods in 2000, primarily as the result of increased employee benefit costs and reduced pension credits. Revenues at Elco declined 6.6% in the second quarter of 2001, and 10.1 % for the six month period, both as compared to the respective periods in the prior year. The principal reasons were a decline in export additive sales for the year to date and, with respect to the second quarter, a significant decline in domestic additive sales in June, which was due to delayed orders and inventory corrections at several major customers. Overall, year to date export additive sales have declined by approximately $700,000 when compared to the same period in the prior year, due to the continued strength of the U.S. dollar. Domestic additive sales for the six month period have declined by approximately $400,000 compared to the same period last year, due primarily to the domestic manufacturing slowdown. Hydrochloric acid sales in the first six months of 2001 increased by approximately $300,000 compared to the same period in the prior year, due in large part to the exit from the business of a competitor. For the 2001 year to date period, margins as a percent of sales improved by .7% compared to the same period in 2000, as the favorable impact from improved pricing levels and lower raw material costs more than offset the adverse effects of lower capacity utilization. Parts Cleaning continued to be adversely affected by the manufacturing slowdown, as revenues declined by 23% in the second quarter of 2001 compared to the same period in 2000. Year to date revenues in the solvent distribution business declined by approximately $1.0 million compared to the same period in 2000. Year to date revenues for the contract parts cleaning business declined by approximately $700,000 compared to the same period in 2000, due primarily to production declines in the automotive customer base. For the three and six month periods, margins have declined, primarily due to significant volume declines in higher margin product lines and the adverse effects of lower volume. Additionally, for the same comparative periods, the equipment product line suffered margin deterioration due to unanticipated increases in material and subcontractor costs. The Company has initiated a study of how to exit its Parts Cleaning segment, including the transfer or elimination of related environmental liabilities. The process is at an early stage and is subject to substantial uncertainties, including the consent of its lenders. Subject to the development of more complete information, the Company currently estimates that the impact on its statement of operations could be an after tax loss in the range of $5 - 8 million and that the impact on its cash flow could range from a negative $2 million to a positive cash flow. These estimates may be significantly impacted by the salability of several operations and other factors. 9 10 DETREX CORPORATION Liquidity, Financial Condition, and Capital Resources The Company utilized a combination of internally generated funds and increased borrowings of $1.5 million under the revolving credit facility to finance operating activities, $1.1 million in capital expenditures, $500,000 in sale preparation costs for property held for sale, and a $600,000 reduction in long term debt during the first half of 2001. In April, the Company negotiated a new credit facility with Comerica Bank (Note 3). In addition to extending the existing $13.0 million Revolving Credit Agreement, $5.0 million became available to finance capital expenditures. At June 30, 2001, the $5.0 million had not yet been utilized. The Company was not in compliance with one of the financial covenants contained in the Agreement at June 30, 2001, but Comerica has granted a waiver of the default, effective as of that date. The Company and Comerica are negotiating an amendment to the Agreement with revised terms and covenants. Working capital at June 30, 2001 was $ 5.1 million, as compared to $6.9 million at December 31, 2000. The company has paid no dividends since the second quarter of 1991 and cannot forecast when the dividend will be restored. Other In July 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 is effective immediately and SFAS No. 142 will be effective January 2002. The new standards are not expected to have a significant impact on the Company. Many of the statements included in this quarterly report on Form 10-Q ("quarterly report") that do not relate to present or historical conditions are "forward-looking statements" within the meaning of the private securities litigation reform act of 1995 (the "1995 reform act"). Additional oral or written forward looking statements may be made by or on behalf of the company from time to time and such statements may be included in documents other than this quarterly report. Such forward-looking statements involve a number of known and unknown risks and uncertainties. While these statements represent the company's current judgment with respect to its business, such risks and uncertainties could cause actual results, performance and achievements, or industry results, to differ materially from those suggested herein. The company undertakes no obligation to release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Forward-looking statements in this quarterly report and elsewhere may include, without limitation, statements relating to the company's plans, strategies, objectives, expectations, intentions and adequacy of resources. All forward-looking statements in this quarterly report and elsewhere are intended to be made pursuant to the safe harbor provisions of the 1995 reform act. Factors that could cause results to differ materially from those projected in the forward-looking statements include: market conditions, salability of the businesses on favorable terms, availability of buyers, cooperation of lenders, environmental remediation costs, liquidation value of assets, costs to exit leased facilities, cost and availability of environmental liability insurance, marketability of real estate, execution of projects in backlog, and retention of key personnel. 10 11 DETREX CORPORATION PART II - OTHER INFORMATION Item 4 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS (a) The 75th Annual Meeting of the Stockholders of Detrex Corporation was held in Southfield, Michigan on the 26th day of April 2001. Election of Messrs. Cox and Mark as Directors of the Third Class to hold office for three year terms or until their successors have been elected and qualify: Mr. Cox Mr. Mark ------- -------- For 1,374,259 1,454,296 Against -- -- Abstain 109,429 29,392 Messrs. Emmett, King, Mangold, McCleary, Thalacker, and Zimmer continue as directors. Mr. Withrow declined to stand for re-election. Item 6 EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits - None (b) A report on Form 8-K was filed on April 30, 2001 announcing that Thomas Mark was named Chief Executive Officer of the Company, effective immediately. 11 12 DETREX CORPORATION SIGNATURES Pursuant to the requirements 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 Date August 14, 2001 T. E. Mark --------------- ------------------------------------------------ T. E. Mark President and Chief Executive Officer Date August 14, 2001 S. J. Quinlan --------------- ------------------------------------------------ S. J. Quinlan Treasurer, Controller & Chief Accounting Officer 12