SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
__________________ DETREX CORP__________________________________
(name of Issuer)
_________ _ _COMMON CAPITAL STOCK____________________________
(Title of Class of Securities)
________________
250685104__________________________________
(CUSIP Number)
J.J. Denzler, Esq., 10 Washington Street, PO Box 905, Morristown, NJ 07963-0905
(973) 539-1000
__________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 1, 1999
__________________________________________________________________________
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of
Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ?
Note: Schedules filed in paper format shall include a signed original and
five copies of
the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for 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 disclosures provided in a
prior
cover page.
The information required on the remainder of this cover page shall not be
deemed to be
"filed" for the purpose of Section 18 of the Securities Act of 1934 (`Act") or
otherwise
subject to the liabilities of that section of the Act but shall be to all other
provisions off
the Act (however, see the Notes).
CUSIP No.250685104....................______________
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons ( entities only).
WR Investment Partners Small Cap Corp. EIN 22-3612003
....................................
2. Check the Appropriate Box if a Member of a Group (see Instructions)
(a)...................................
(b)..X.................................
3. SEC Use Only..............................
4. Source of Funds (See Instructions) WC....................
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ..
6. Citizenship or Place of Organization.New Jersey.................
Number of 7. Sole Voting Power.. 82,100 .................
Shares Bene-
ficially 8. Shared Voting Power.......................
Owned by Each
Reporting 9. Sole Dispositive Power.82,100.............._______
10. Shared Dispositive Power.....................
11. Aggregate Amount Beneficially Owned by Each Reporting Person
82,100 ...
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)..
13. Percent of Class Represented by Amount in Row (11)..5.2%
........
14. Type of Reporting Person (See Instructions)
....CO..............................
....................................
....................................
....................................
....................................
Item 1. Security and Issuer
Common capital stock of S8u
Item 2. Identity and Background
(a) WR Investment Partners Small Cap Corp., incorporated in New
Jersey.
(b) P.O. Box 1975, 330 South Street, Morristown, N.J.07962-1975.
(c) Its principal business is investments.
(d) No.
(e) No.
(f) United States.
Item 3. Source and Amount of Funds or Other Consideration
Purchase on open market with cash from working capital and margin credit.
Item 4. Purpose of Transaction
Plans or proposals which the reporting person may have in connection with
the
acquisition of the securities of the issuer may include the following:
(a) acquisition of additional securities of the issuer.
Item 5. Interest in Securities of the Issuer
(a) 82,100 shares. 5.2%
(b) 82,100 shares. 100% vote and disposition.
(c) Transactions on 15 days all by WR Investment Partners Small Cap Corp.
1. 11/13/98; 5,000 shares @ 6.103 per share.
2. 11/19/98; 2,000 shares @ 6.000 per share.
3. 2/8/99; 20,000 shares @ 6.500 per share
4. 2/26/99; 1,000 shares @ 6.514 per share.
5. 3/1/99; 2,000 shares @ 6.627 per share.
6. 3/2/99; 600 shares @ 6.675 per share.
7 3/3/99; 400 shares @ 6.706 per share.
8. 3/4/99; 2,000 shares @ 6.585 per share
" ; 2,000 shares @ 6.583 per share.
" ; 2,000 shares @ 6.583 per share.
" ; 1,000 shares @ 6.583 per share.
" ; 2,000 shares @ 6.583 per share.
" ; 3,000 shares @ 6.583 per share.
9. 3/8/99; 400 shares @ 6.706 per share.
10. 3/16/99; 10,000 shares @ 6.375 per share.
11. 3/23/99; 2,000 shares @ 6.375 per share.
" ; 2,000 shares @ 6.375 per share.
" ; 500 shares @ 6.375 per share.
12. 3/24/99; 900 shares @ 6.375 per share.
" ; 700 shares @ 6.375 per share
" ; 400 shares @ 6.375 per share.
" ; 1,000 shares @ 6.375 per share.
13. 3/31/99; 1,500 shares @ 6.3125 per share.
" ; 500 shares @ 6.3125 per share.
14. 4/1/99; 2,000 shares @ 6.000 per share.
" ; 2,000 shares @ 6.000 per share.
" ; 2,000 shares @ 6.250 per share.
" ; 2,000 shares @ 6.250 per share.
" ; 2,000 shares @ 6.125 per share.
" ; 2,000 shares @ 6.125 per share
" ; 2,000 shares @ 6.0625 per share.
" ; 2,000 shares @ 6.0625 per share .
" ; 2,000 shares @ 6.0625 per share.
15. 4/5/99; 400 shares @ 6.125 per share.
" ; 800 shares @ 6.125 per share.
All of the above purchases were made on the open market through a registered
brokerage
firm.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to
Securities of the Issuer
The information required by this Item 6 is set forth in detail in Exhibit 1
to this
SCHEDULE 13D. That information is expressly incorporated by reference in this
Item 6.
Exhibit 1 is a two page document titled LETTER AGREEMENT BETWEEN E. BURKE
ROSS, JR. AND RUFUS M.G. WILLIAMS, JR.
Item 7. Material to Be Filed as Exhibits
Attached as Exhibit 1 is a copy of a February 23,1999 LETTER
AGREEMENT
BETWEEN E. BURKE ROSS, JR. AND RUFUS M.G. WILLIAMS, JR.
EXHIBIT 1
LETTER AGREEMENT
BETWEEN
E. BURKE ROSS, JR.
AND
RUFUS M.G. WILLIAMS, JR
FEBRUARY 23, 1999
This is confirm the details of our Joint Venture ( the "J.V.") to accumulate
stock in Detrex,
Inc.
1. Purpose. The purpose of the Detrex J.V. is to purchase up to 15% of
outstanding stock
in Detrex , Inc. as rapidly as possible.
1a. Vehicle. The vehicle for the Detrex J.V.is WR Investment
Partners Small Cap Corp.
(the " Corp").
2. Acquiring Stock. Neither party will purchase stock in Detrex except
through this vehicle.
Any purchase of Detrex stock is subject to prior written approval by both
parties. Ann Sweeney,
an officer of the Corp., may approve on behalf of E. Burke Ross, Jr.
2a. Stock already owned. The 27,000 shares of Detrex stock already owned
by the Corp
are included in the Detrex J.V. and are subject to the terms of this Letter
Agreement.
2b. Selling Stock. If one party want to sell all or a portion of Detrex
J.V.'s holdings, the
other has right of first refusal to buy it outside of the Detrex J.V. The party
wishing to sell must
make an offer in writing to the other party, who has 24 hours to accept or or
decline, and 3
business days thereafter to settle the transaction. Selling all of the Corp's
holdings will cause the
Detrex J.V. to terminate.
3. Management. Rufus Williams oversees the Detrex J.V., manages the
acquisition of stock,
proposes the sale of stock or any other appropriate action. Rufus Williams
receives a
management override equal to 20% of net profits generated by the Detrex J.V.
4. Capital Contributions
Rufus Williams $ 50,000
E. Burke Ross, Jr. $122,760.42
All additional capital contributions will be made by E. Burke Ross, Jr.
5. Expenditures. The Corp will pay out-of-pocket expenses. Neither party
will undertake
expenditures in excess of $500 without the other party's prior written
consent.. Out-of-pocket
expenses will be deducted from gross proceeds before profits are allocated.
6. Profit and Loss Allocations. 80% of net profits will be allocated to the
parties in proportion
to their J.V. capital contributions. The remaining 20% will be allocated to
the management
override payable to Rufus Williams.
7. Termination of the Joint Venture. The Detrex J.V. will terminate upon the
occurrence of
a)prior written notice by one party to the other of his desire to withdraw from
the Joint Venture
(see point 2b above) or b) by mutual written consent to mutually agreed terms.
8. Death. Upon the death of either party, the executor or trustee(s) will
continue the Detrex J.V.
under the same terms as indicated in this Letter Agreement.
Date: Signed: s/Rufus M.G.
Williams, Jr.
Rufus M.G.
Williams, Jr.
Date: Signed: s/E. Burke Ross, Jr______
E. Burke
Ross, Jr.
Date: Signed: s/Ann
Sweeney_________
Ann Sweeney, Vice President
WR Investment Partners Small Cap Corp.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the
information set forth in this statement is true, complete and correct.
_____April 9 ,1999_______________________________________________________
Date
s/Ann Sweeney
_______________________________________________________________
Signature
_Ann Sweeney, Vice President, WR Investment Partners Small Cap Corp.
__
Name/Title
