1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- FORM 10-Q Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 __________________________________ For Quarter Ended June 30, 1994 Commission File Number 0-325 ------------- ----- THE DURIRON COMPANY, INC. ------------------------- (Exact name of Registrant as specified in its charter) New York -------- (State or other jurisdiction of incorporation or organization) 31-0267900 ---------- (I.R.S. Employer Identification Number) 3100 Research Boulevard, Dayton, Ohio 45420 ------------------------------------- ----- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (513) 476-6100 -------------- No Change --------- (Former name, former address and former fiscal year, if changed since last report) 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO______ --- Shares of Common Stock, $1.25 par value, outstanding as of June 30, 1994....... 18,976,925 2 PART I: Financial Information 3 THE DURIRON COMPANY, INC. Consolidated Statement of Operations Six Months Ended June 30, 1994 and 1993 (dollars in thousands except per share data)
1994 1993 ------- ------- Revenues: Net sales $ 163,708 $ 152,572 Costs and expenses: Cost of sales 102,839 95,807 Selling and administrative 40,843 39,705 Research, engineering and development 4,780 4,365 Interest 1,978 1,941 Other, net 831 473 ------- ------- 151,271 142,291 Earnings before income taxes 12,437 10,281 Provision for income taxes 4,660 3,800 ------- ------- Earnings before cumulative effect of a change in accounting principle 7,777 6,481 Cumulative effect of change in method of accounting for postemployment benefits - net of tax of $231 - $.02 per share -- (385) ------- ------- Net earnings 7,777 6,096 ======= ======= Earnings per share before cumulative effect of change in accounting principle $ 0.41 $ 0.34 ======= ======= Earnings per share $ 0.41 $ 0.32 ======= ======= (See accompanying notes) 4 THE DURIRON COMPANY, INC. Consolidated Statement of Operations Quarters Ended June 30, 1994 and 1993 (dollars in thousands except per share data)
1994 1993 ------- ------- Revenues: Net sales $ 85,750 $ 78,209 Costs and expenses: Cost of sales 54,294 48,489 Selling and administrative 21,046 20,337 Research, engineering and development 2,429 2,158 Interest 1,087 969 Other, net 522 531 ------- ------- 79,378 72,484 Earnings before income taxes 6,372 5,725 Provision for income taxes 2,360 2,115 ------- ------- Net earnings 4,012 3,610 ======= ======= Earnings per share $ 0.21 $ 0.19 ======= ======= (See accompanying notes) 5 THE DURIRON COMPANY, INC. Consolidated Balance Sheet (dollars in thousands except per share data)
June 30, December 31, ASSETS 1994 1993 ---------- ------------ Current assets: Cash and cash equivalents $ 8,587 $ 22,640 Accounts receivable 66,744 57,196 Inventories 65,730 55,000 Prepaid expenses 6,299 4,449 ---------- ---------- Total current assets 147,360 139,285 Property, plant and equipment, at cost 182,448 164,824 Less accumulated depreciation and amortization 99,175 91,047 ---------- ---------- Net property, plant and equipment 83,273 73,777 Intangibles and other assets 41,580 34,878 ---------- ---------- Total assets $ 272,213 $ 247,940 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 21,567 $ 14,138 Notes payable 4,985 339 Income taxes (1,055) 2,676 Accrued liabilities 27,426 22,734 Long-term debt due within one year 4,247 5,662 ---------- ---------- Total current liabilities 57,170 45,549 Long-term debt due after one year 41,444 34,925 Postretirement benefits and other deferred items 40,685 39,895 Shareholders' equity: Serial preferred stock, $1.00 par value, no shares issued -- -- Common stock, $1.25 par value, 18,976,925 shares issued (18,952,883 in 1992) 23,724 15,794 Capital in excess of par value 3,548 11,433 Retained earnings 106,393 102,600 ---------- ---------- 133,665 129,827 Foreign currency and other equity adjustments (751) (2,256) ---------- ---------- Total shareholders' equity 132,914 127,571 ---------- ---------- Total liabilities and shareholders' equity $ 272,213 $ 247,940 ========== ========== (See accompanying notes) 6 THE DURIRON COMPANY, INC. Consolidated Statement of Cash Flows Six Months Ended June 30, 1994 and 1993 (dollars in thousands)
1994 1993 -------- --------- Increase (decrease) in cash and cash equivalents: Operating activities: Earnings before cumulative effect of a change in accounting principle $ 7,777 $ 6,481 Cumulative effect of change in method of accounting for postretirement benefits -- (385) --------- --------- Net earnings 7,777 6,096 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 6,759 6,391 Loss on the sale of fixed assets (177) 72 Change in assets and liabilities net of effects of acquisitions and divestitures: Accounts receivable (1,467) (727) Inventories (1,650) (205) Prepaid expenses (1,734) (1,147) Accounts payable and accrued liabilities 885 (1,888) Income taxes (3,502) (1,536) Postretirement benefits and other deferred items (83) 4,180 ---------- -------- Net cash flows from operating activities 6,808 11,236 Investing activities: Capital expenditures (5,162) (4,287) Payment for acquisitions, net of cash acquired (14,900) -- Other (144) (388) ---------- ------- Net cash flows from investing activities (20,206) (4,675) Financing activities: Net repayments under lines-of-credit 119 (169) Payments on long-term debt (3,631) (2,904) Proceeds from long-term debt 6,253 299 Proceeds from issuance of common stock 219 274 Dividends paid (3,984) (3,783) Net cash flows from financing activities (1,024) (6,283) --------- -------- Effect of exchange rate changes 369 (134) --------- -------- Net increase in cash and cash equivalents (14,053) 144 Cash and cash equivalents at beginning of year 22,640 17,342 ---------- -------- Cash and cash equivalents at end of period $ 8,587 $ 17,486 ========== ========= Supplemental disclosures of cash flow information: Cash paid during year for: Interest $ 1,770 $ 1,884 Income taxes $ 8,392 $ 5,178 (See accompanying notes) 7 THE DURIRON COMPANY, INC. Notes to Consolidated Financial Statements (dollars presented in tables in thousands except per share data) 1. Inventories. The amount of inventories and the method of determining costs for the quarter ended June 30, 1994 and the year ended December 31, 1993 were as follows:
LIFO inventories at current cost are $26,317,000 and $26,341,000 higher than reported at June 30, 1994 and December 31, 1993, respectively. During 1993 certain inventory quantities were reduced which resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years. The effect was to increase net earnings for the year by $2,792,000. 2. Shareholders' equity. There are authorized 30,000,000 shares of $1.25 par value common stock and 1,000,000 shares of $1.00 par value preferred stock. Changes in the six months ended June 30, 1993 and 1994 were as follows:Domestic Foreign Inventories Inventories Total (LIFO) (FIFO) Inventories ----------------------------------------------- June 30, 1994 Raw materials $ 245 $ 820 $ 1,065 Work in process and finished goods 36,354 28,311 64,665 --------- ------- ---------- $ 36,599 $ 29,131 $ 65,730 ========= ======= ========== December 31, 1993 Raw materials $ 303 $ 695 $ 998 Work in process and finished goods 35,328 18,674 54,002 --------- ------- ---------- $ 35,631 $ 19,369 $ 55,000 ========= ======= ==========
Capital in Total Common excess of Retained Equity shareholders' stock par value earnings adjustments equity --------------------------------------------------------------------------- Balance at December 31, 1992 $ 15,745 10,994 94,066 (678) $ 120,127 Net earnings 6,096 6,096 Cash dividends (3,783) (3,783) Net shares issued (27,734) under stock plans 35 213 26 274 Treasury stock 0 Foreign currency translation adjustment (1,077) (1,077) --------- ------- -------- ------ ------------ Balance at June 30, 1993 $ 15,780 11,207 96,379 (1,729) $ 121,637 ========= ======= ======== ====== ============ Balance at December 31, 1993 $ 15,794 11,433 102,600 (2,256) $ 127,571 Net earnings 7,777 7,777 Cash dividends (3,984) (3,984) Shares issued for three-for-two stock split 7,897 (7,897) 0 Net shares issued (26,715) under stock plans 33 12 58 103 Foreign currency translation adjustment 1,447 1,447 --------- ------- ------- ------ ------------ Balance at June 30, 1994 $ 23,724 3,548 106,393 (751) $ 132,914 ========= ======= ======= ====== ============ 8 The Board of Directors at a regular meeting on February 10, 1994 authorized a distribution of shares of common stock of the Company on March 25, 1994, which resulted in a three-for-two stock split effected in the form of a stock dividend for shareholders of record at the close of business on February 25, 1994. No fractional shares were issued in connection with the share distribution. Shareholders otherwise entitled to a fractional share interest received cash in lieu of issuing fractional shares. Net earnings per share and dividends per share have been adjusted to reflect retroactively the share distribution which had the effect of a three-for-two stock split on March 25, 1994. As of June 30, 1994, 1,372,000 shares of common stock were reserved for exercise of stock options and grants of restricted shares. 3. Dividends. Dividends paid during the quarters ended June 30, 1994 and 1993 were based on 18,976,824 and 18,920,955 respectively, common shares outstanding on the applicable dates of record. 4. Earnings per share. Earnings per share for the quarters ended June 30, 1994 and 1993 were based on average common shares and common share equivalents outstanding of 19,145,313 and 19,075,010, respectively. 5. Earnings restatement. The 1993 results have been restated to reflect early compliance with SFAS No. 112, "Employers Accounting for Postemployment Benefits." Compliance with the principles established in this standard resulted in a pretax $.6 million, or $.02 per share, cumulative loss on a change in accounting principle, which represents the accumulated postemployement benefit obligation as of January 1, 1993. 6. Contingencies. The Company has received notification alleging potential involvement at several former public waste disposal sites which may be subject to remediation. The sites are in various stages of evaluation by federal and state environmental authorities. The projected cost of remediating these sites, as well as the Company's alleged "share" allocation, is uncertain and speculative until all studies have been completed and the parties have either negotiated an amicable resolution or the matter has been judicially resolved. At each site, there are many other parties who have similarly been identified, and the identification and location of additional parties is continuing under applicable federal or state law. Based on the Company's preliminary information about the waste disposal practices at these sites and the environmental regulatory process in general, the Company believes that it is likely that ultimate remediation liability costs of each site will be apportioned among all liable parties, including site owners and waste transporters, according to the volumes and/or toxicity of the wastes shown to have been disposed of at the sites. The Company also owns and formerly operated a captive spent foundry sand disposal site near its Dayton foundry. Pursuant to a consent decree with the State of Ohio, an independent consultant was selected by the State and engaged to determine the extent of environmental contamination at the site. The consultant has completed its investigation and submitted its report to the State which concludes, in general, that no environmental contamination attributable to the Company was found at this site. The Company has not received response from the State to this report and cannot predict what that response, if any, will be. The Company is also a defendant in a number of products liability lawsuits which are insured, subject to applicable deductibles. The Company has fully accrued for each such lawsuit the cost of the loss reserve within the applicable deductible established by the insurer. The Company has additionally accrued a limited general reserve against possible increases in the Company's liability exposure if further adverse facts 9 develop during the lawsuits. Given the inherent volatility and uncertainty of any products liability litigation, there is a possibility of further increases in the costs of resolving these claims, although the Company has no current reason to believe that any such increase is probable or quantifiable. Although none of the aforementioned gives rise to any additional liability that can now be reasonably estimated, it is possible that the Company could incur additional costs in the range of $50,000 to $500,000 over the upcoming five years to fully resolve these matters. The Company accrued the minimum end of this range in 1993. In determining this estimated range of contingent liability, the Company has not discounted to present value nor offset any possible insurance recoveries against such range. The Company will continue to evaluate these contingent loss exposures and, if they develop, recognize expense as soon as such losses can be reasonably estimated. _____________________________________________ The financial information contained in this report is unaudited, but, in the opinion of the Company, all adjustments (consisting of normal recurring accruals) which are necessary for a fair presentation of the operating results for the period have been made. 10 Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources - Six Months Ended June 30, 1994 The Company's capital structure, consisting of long-term debt, deferred items and shareholders' equity, continues to enable the Company to finance short-and long-range business objectives. At June 30, 1994, long-term debt represented 19.3% of the Company's capital structure, compared to 17.3% at December 31, 1993. The increase reflects long-term debt borrowed to purchase Sereg Vannes S.A., an automatic control valve manufacturer located in Massy, France. The combination of long-term debt and internal cash were utilized to acquire Sereg Vannes. Based upon a twelve month rolling average, the interest coverage ratio of the Company's indebtedness was 7.3 at June 30, 1994, compared with 7.9 for the twelve months ended December 31, 1993. Capital spending in 1994 is expected to be approximately $14.0 million, compared with $8.9 million in 1993. The 1993 expenditures were unusually low as many of the Company's manufacturing and international expansion programs were completed in 1992. The 1994 expenditures will be largely devoted to manufacturing equipment for replacement and new product introductions and improved information systems at Valtek. The Company's liquidity position is reflected in a current ratio of 2.6 to 1 at June 30, 1994. This compares to 3.1 to 1 at December 31, 1993. Cash and cash equivalents decreased to $8.6 million from $22.6 million at December 31, 1994. The reduction in the Company's cash balance reflects the purchase of Mecair SpA in Milan, Italy and the purchase of Sereg Vannes S.A. At June 30, 1994, the Company had available $8.2 million of lines of credit and $13.4 million under revolving credit agreements, and believes that available cash and these lines of credit arrangements will be adequate to fund operating cash needs throughout 1994. Results of Operations - Six Months Ended June 30, 1994 Net sales for the six months ended June 30, 1994 were a record $163.7 million, compared to net sales of $152.6 million for the same period in 1993. The increase in sales reflects the acquisitions of Mecair and Sereg Vannes as well as increased sales of pumps, manual valves and valve automation products in North America. Foreign contributions to consolidated net sales were 29.3% and 24.6% for the six month periods ended June 30, 1994 and 1993, respectively. The increase in foreign contributions reflects the impact of the Mecair and Sereg Vannes acquisitions. For the six months ended June 30, 1994, the Company's U.S. operations had export sales of $12.6 million, compared to $10.2 million for the same period in 1993. As a result, net sales to foreign customers were 37.0% and 31.3% for the first six months of 1994 and 1993, respectively. Gross incoming business for the six months ended June 30, 1994 was a record $166.0 million. This compares to $157.1 million for the same period in 1993. The increase reflects the 1994 acquisitions and improved business in the North American market for process pumps, manual valves and valve automation products. Partially offsetting the increases were reduced levels of business at Valtek and Kammer where large jobs were booked during the first six months of 1993. Backlog at June 30, 1994 was $69.7 million, compared with a backlog of $61.0 million at December 31, 1993. 11 Cost of sales as a percentage of net sales was 62.8% for the six months ended June 30, 1994. This compares to 62.8% for the same period in 1993. Cost of sales in 1994 was favorably impacted by improved burden absorption due to higher levels of plant utilization at the Company's core U.S. operations as well as the continuing positive effects of cost reduction and productivity improvement programs. Offsetting these were the negative effects of continued competitive pricing pressures, particularly in Valtek's automatic control valve business, and transitional costs associated with the acquisition of Sereg Vannes. Selling and administrative expenses as a percentage of net sales for the six months ended June 30, 1994 were 25.0%. This compares to 26.0% for the same period in 1993. The decrease in expense as a percentage of net sales is consistent with the Company's plan to leverage expense in 1994. Selling and administrative expense in dollars increased between periods due to consolidation of the Mecair and Sereg Vannes expense. Excluding the acquisitions, selling and administrative expense was slightly below the comparable period in 1993. Other expense, net, was $831,000 for the six months ended June 30, 1994. This compares to expense of $473,000 for the same period in 1993. The increase in expense reflects foreign currency losses in 1994 compared with gains recognized in 1993 as well as an increase in accrued incentive compensation expense in 1994 compared with the first six months of 1993. The effective tax rate was 37.5% for the six month period ended June 30, 1994. This compares to 37.0% for the same period in 1993. The increase in the tax rate in 1994 reflects the effect of the Revenue Reconciliation Act of 1993. The 1994 tax rate was reduced from 37.9% during the second quarter as a result of favorable resolution on a state tax issue with the State of Utah. Net earnings for the six months ended June 30, 1994 were $7.8 million, or $.41 per share, which compares to 1993 earnings of $6.1 million, or $.32 per share, after the cumulative effect of a change in method of accounting for postemployment benefits. The increase in profit resulted from improved burden absorption, leveraging of selling and administrative expenses and adjustments in the Company's European operations which resulted in the restoration of profits within those operations. Results of Operations - Three Months Ended June 30, 1994 Net sales for the three months ended June 30, 1994 were a record $85.6 million, compared to net sales of $78.2 million for the same period in 1993. The increase reflects the acquisitions and improved pump, valve and valve automation products business in North America. Foreign subsidiary contributions to net sales were 31.6% and 25.7% for the three month periods ended June 30, 1994 and 1993, respectively. The increase in foreign subsidiary contributions reflects the acquisitions of Mecair and Sereg Vannes. Incoming business for the second quarter of $87.8 million was a record. This compares to $83.7 million for the same period in 1992. The increase in incoming business between comparable periods reflects the acquisitions as well as improved North American pump business. Cost of sales as a percentage of net sales was 63.3% for the quarterly period ended June 30, 12 1994. This compares to 62.0% for the same period in 1993. The increase in cost of sales between comparable periods resulted from competitive pricing and transitional costs associated with the acquisition of SEREG VANNES. Partially offsetting the increase was improved burden absorption at the Company's core U.S. manufacturing facilities. Selling and administrative expenses as a percentage of net sales were 24.5%, compared to 26.0% for the same period in 1993. The decrease in expense as a percentage of net sales is consistent with the Company's plan to leverage expense in 1994. Selling and administrative expense in dollars increased between periods due to consolidation of the Mecair and Sereg Vannes expense. Excluding the acquisitions, selling and administrative expense was slightly below the comparable period in 1993. The effective tax rate was 37.0% for the quarter ended June 30, 1994. This compares to 37.0% for the same period in 1992. The reduction in the tax rate from the first quarter of 1994 reflects favorable resolution of a tax issue with the State of Utah. Net earnings for the quarter ended June 30, 1994 were $4.0 million, or $.21 per share. This compares to 1993 second quarter net earnings of $3.6 million, or $.19 per share. Net earnings for future quarters of 1994 and thereafter are uncertain and dependent on general worldwide economic conditions in the Company's major markets and their strong impact on the level of incoming business activity. 13 PART II: Other Information Other Information 14 PART II OTHER INFORMATION ITEMS 1-3 Not Applicable During Reporting Period ITEM 4 The Company held its Annual Meeting of Shareholders on April 21, 1994. Shareholders there elected Robert E. Frazer, Diane C. Harris and William M. Jordan to new three year terms on the Board of Directors, while also approving the appointment of Ernst & Young as independent public accountants of the Company for 1994. Actual vote tabulations were as follows:
Issue For Against Abstain ----- --- ------- ------- Election of Directors: R. E. Frazer 11,189,030 127,881 0 D. C. Harris 11,190,555 126,356 0 W. M. Jordan 11,192,297 124,613 0 Approval of Ernst & Young 11,253,452 25,445 38,014 Directors remaining in officer were S. C. Mason, J. S. Haddick (Chairman), K. E. Sheehan, R. E. White, C. L. Bates, E. Green, J. F. Schorr and H. A. Shaw. ITEM 5 Not Applicable During Reporting Period ITEM 6 Exhibits INDEX TO EXHIBITS TOPIC LOCATED AT - - ----- MANUALLY NUMBERED PAGE ------------- (4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES: 4.1 Loan Agreement dated September 15, 1986 between The Duriron Company, Inc. and the Metropolitan Life Insurance Company was filed with the Commission as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1986......................................... * 15 -2-
TOPIC LOCATED AT - - ----- MANUALLY NUMBERED PAGE ------------- 4.2 Lease agreement, indenture of mortgage and deed of trust, and guarantee agreement, all executed on June 1, 1978 in connection with 9-1/8% Industrial Development Revenue Bonds, Series A, City of Cookeville, Tennessee................... + 4.3 Lease agreement, indenture of trust, and guaranty agreement, all executed on June 1, 1978 in connection with 7-3/8% Industrial Development Revenue Bonds, Series B, City of Cookeville, Tennessee.................................................. + 4.4 Lease agreement, indenture of mortgage and agreement, lessee guaranty agreement, and letter of representation and indemnity agreement, all dated as of December 1, 1983 and executed in connection with the Industrial Development Revenue Bonds (1983 The Duriron Company, Inc. Project), Erie Company, New York Industrial Development Agency were filed with the Commission as Exhibit 4.4 to the Company's Report on Form 10-K for the year ended December 31, 1983.................... * 4.5 Form of Rights Agreement dated as of August 1, 1986 between The Duriron Company, Inc. and Bank One, Indianapolis, National Association, as Rights Agent was filed as an Exhibit to the Company's Form 8-A dated August 13, 1986.......... * 4.6 Credit Agreement, dated as of March 19, 1987, between The Duriron Company, Inc. and The Chase Manhattan Bank, N.A., including the form of Promissory Note delivered in connection therewith, was filed with the Commission as Exhibit 6 to the Company's Current Report on Form 8-K dated April 6, 1987.................................... * 4.7 Loan Agreement, dated as of March 19, 1987, between The Duriron Company, Inc. and Metropolitan Life Insurance Company, including the form of Promissory Note delivered in connection therewith, was filed with the Commission as Exhibit 7 to the Company's Current Report on Form 8-K dated April 6, 1987.. * 16 -3-
TOPIC LOCATED AT - - ----- MANUALLY NUMBERED PAGE ------------- 4.8 The Credit Agreement between The Duriron Company, Inc. and Bank One, Dayton, N.A., dated as of November 30, 1989.................................. + 4.9 Interest Rate and Currency Exchange Agreement between the Company and Barclays Bank dated November 17, 1992 PLC in the amount of $25,000,000 was filed as Exhibit 4.9 to Company's Report of Form 10-K for year ended December 31, 1992....................................................... * 4.10 Loan Agreement in the amount of $25,000,000 between the Company and Metropolitan Life Insurance Company dated November 12, 1992 was filed as Exhibit 4.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 ...................................................... * 4.11 Revolving Credit Agreement between the Company and Fifth Third Bank dated November 23, 1992 in the amount of $10,000,000 .................................................................... + (10) MATERIAL CONTRACTS: (See Footnote "a") 10.1 The Duriron Company, Inc. Incentive Compensation Plan (the "Incentive Plan") for Key Employees as amended and restated effective January 1, 1994 was filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993................................................................................. * 10.2 The Duriron Company, Inc. Supplemental Pension Plan for Salaried Employees was filed with the Commission as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1987....................................................... * 10.3 The Duriron Company, Inc. Deferred Compensation Plan for Directors was filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 1987.................................. * 17 -4-
TOPIC LOCATED AT - - ----- MANUALLY NUMBERED PAGE ------------- 10.4 Form of Employment Agreement between The Duriron Company, Inc. and each of the current officers was filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for year ended December 31, 1992. * 10.5 The Duriron Company, Inc. CEO Discretionary Bonus Plan was filed with the Commission as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 1986.................................................. * 10.6 The Duriron Company, Inc. First Master Benefit Trust Agreement dated October 1, 1987 was filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 1987. * 10.7 The Duriron Company, Inc. Second Master Benefit Trust Agreement dated October 1, 1987 was filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 1987. * 10.8 The Duriron Company, Inc. Long-Term Incentive Plan (the "Long-Term Plan"), as amended and restated effective November 1, 1993 was filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993......... * 10.9 The Duriron Company, Inc. 1989 Stock Option Plan as amended and restated April 23, 1991 was filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 ......................................................... * 10.10 The Duriron Company, Inc. 1989 Restricted Stock Plan (the "Restricted Stock Plan") as amended and restated effective April 23, 1991, was filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 .......................................... * 10.11 The Duriron Company, Inc. Retirement Compensation Plan for Directors was filed as Exhibit 10.15 on the Company's Annual Report to Form 10-K for the year ended December 31, 1988.................................. * 18 -5-
TOPIC LOCATED AT - - ----- MANUALLY NUMBERED PAGE ------------- 10.12 The Company's Employee Protection Plan (which provides severance benefits for certain employees after a change of control of the Company) was filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989........................................... * 10.13 The Company's Benefit Equalization Pension Plan was filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989................................................................... * 10.14 The Company's Equity Incentive Plan for Officers was filed as Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 1990....................................................... * 10.15 Supplemental Pension Agreement between the Company and William M. Jordan dated January 18, 1993 was filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.................... * 10.16 Employment Agreement between the Company and John S. Haddick dated December 18, 1992 was filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992....................................................... * 10.17 1979 Stock Option Plan, as amended and restated April 23, 1991, and Amendment #1 thereto dated December 15, 1992 was filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 ...................................................... * 10.18 Amendment #1 dated December 15, 1992 to the aforementioned Benefit Equalization Pension Plan was filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 .......................................... * 10.19 Deferred Compensation Plan for Executives was filed as Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 ...................................................... * 19 ITEM 6(B) Not Applicable During Reporting Period -6-
TOPIC LOCATED AT - - ----- MANUALLY NUMBERED PAGE ------------- 10.20 Amendment #1 to amended and restated 1989 Restricted Stock Plan was filed as Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 ................... * 10.21 Amendment #1 to Equity Incentive Plan was filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 .......................................................... * 10.22 Employment Agreement between the Company and W.M. Jordan dated May 11, 1992 was filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 ................................................................... * 10.23 Employment Agreement between the Company (through its Utah subsidiary, Valtek Inc.) and Charles L. Bates dated March 24, 1987 was filed as Exhibit 4 to the Company's Report on Form 8-K dated April 6, 1987.............................................................. * 10.24 Amendment #1 to the first Master Benefit Trust Agreement dated October 1, 1987 was filed as Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993................... * 10.25 Amendment #2 and Amendment #3 to Equity Incentive Plan were filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993...................................................... * _______________ "*" Indicates that the exhibit is incorporated by reference into this Quarterly Report on Form 10-Q from a previous filing with the Commission. "+" Indicates that the document relates to a class of indebtedness that does not exceed 10% of the total assets of the Company and subsidiaries and that the Company will furnish a copy of the document to the Commission upon request. "a" The documents identified under Item 10 include all management contracts and compensatory plans and arrangements required to be filed as exhibits. _______________ 20 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE DURIRON COMPANY, INC. (Registrant) Bruce E. Hines ----------------------- Bruce E. Hines Senior Vice President Chief Administrative Officer Date: August 15, 1994 - - ----------------------