1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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For Quarter Ended March 31, 1996 Commission File Number 0-325
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THE DURIRON COMPANY, INC.
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(Exact name of Registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation or organization)
31-0267900
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(I.R.S. Employer Identification Number)
3100 Research Boulevard, Dayton, Ohio 45420
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (513) 476-6100
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No Change
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(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
March 31, 1996..........24,483,859
2
PART I: Financial Information
3
THE DURIRON COMPANY, INC.
Consolidated Statement of Income
Quarters Ended March 31, 1996 and 1995
(dollars in thousands except per share data)
1996 1995
-------- --------
Revenues:
Net sales $149,193 $122,664
Costs and expenses:
Cost of sales 89,279 72,455
Selling and administrative 36,460 31,634
Research, engineering and development 4,269 3,663
Interest 1,394 1,323
Other, net 1,737 1,297
-------- --------
133,139 110,372
Earnings before income taxes 16,054 12,292
Provision for income taxes 5,940 4,634
-------- --------
Net earnings 10,114 7,658
-------- --------
Earnings per share $ 0.41 $ 0.31
======== ========
(See accompanying notes)
4
THE DURIRON COMPANY, INC.
Consolidated Balance Sheet
(dollars in thousands except per share data)
March 31, December 31,
ASSETS 1996 1995
--------- --------
Current assets:
Cash and cash equivalents $ 12,527 $ 19,434
Accounts receivable 110,248 103,963
Inventories 97,712 93,155
Prepaid expenses 10,741 8,170
--------- --------
Total current assets 231,228 224,722
Property, plant and equipment, at cost 250,254 247,975
Less accumulated depreciation and amortization 147,709 144,252
--------- --------
Net property, plant and equipment 102,545 103,723
Intangibles and other assets 66,723 66,928
--------- --------
Total assets $ 400,496 $395,373
========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 29,850 $ 31,499
Notes payable 4,661 3,723
Income taxes 7,650 3,448
Accrued liabilities 38,242 44,455
Long-term debt due within one year 6,576 6,597
--------- --------
Total current liabilities 86,979 89,722
Long-term debt due after one year 52,156 51,756
Postretirement benefits and other deferred items 58,689 58,123
Shareholders' equity:
Serial preferred stock, $1.00 par value,
no shares issued -- --
Common stock, $1.25 par value, 24,484,000
shares issued (24,405,000 in 1995) 30,605 30,506
Capital in excess of par value 6,899 6,022
Retained earnings 165,690 158,754
--------- --------
203,194 195,282
Foreign currency and other equity
adjustments (522) 490
--------- --------
Total shareholders' equity 202,672 195,772
--------- --------
Total liabilities and shareholders' equity $ 400,496 $395,373
========= ========
(See accompanying notes)
5
THE DURIRON COMPANY, INC.
Consolidated Statement of Cash Flows
Three Months Ended March 31, 1996 and 1995
(dollars in thousands)
1996 1995
----- ----
Increase (decrease) in cash and cash equivalents:
Operating activities:
Net earnings $ 10,114 $ 7,658
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 5,158 4,556
Loss (gain) on the sale of fixed assets 65 (51)
Change in assets and liabilities net of
effects of acquisitions and divestitures:
Accounts receivable (6,708) (2,590)
Inventories (4,987) (4,398)
Prepaid expenses (2,514) (2,237)
Accounts payable and accrued liabilities (7,176) (615)
Income taxes 4,291 3,889
Postretirement benefits and other deferred items 682 (594)
-------- --------
Net cash flows from operating activities (1,075) 5,618
Investing activities:
Capital expenditures (4,184) (2,539)
Other (350) (517)
-------- --------
Net cash flows from investing activities (4,534) (3,056)
Financing activities:
Net borrowings under lines-of-credit 1,040 1,348
Payments on long-term debt (691) (3,024)
Proceeds from long-term debt 1,241 15
Proceeds from issuance of common stock 509 104
Dividends paid (3,178) (2,528)
-------- --------
Net cash flows from financing activities (1,079) (4,085)
Effect of exchange rate changes (220) 1,315
-------- --------
Net increase in cash and cash equivalents (6,908) (208)
Cash and cash equivalents at beginning of year 19,434 19,625
-------- --------
Cash and cash equivalents at end of period $ 12,526 $ 19,417
======== ========
Supplemental disclosures of
cash flow information:
Cash paid during year for:
Interest $ 437 $ 819
Income taxes $ 1,737 $ 1,382
(See accompanying notes)
6
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 March 31, 1996 and the year ended December 31, 1995 were as
follows:
Domestic Foreign
inventories inventories Total
(LIFO) (FIFO) inventories
---------------------------------------
March 31, 1996
Raw materials $ 3,277 $ 3,189 $ 6,466
Work in process and finished goods 53,734 37,512 91,246
------- ------- -------
$57,011 $40,701 $97,712
======= ======= =======
December 31, 1995
Raw materials $ 2,642 $ 3,282 $ 5,924
Work in process and finished goods 48,857 38,374 87,231
------- ------- -------
$51,499 $41,656 $93,155
======= ======= =======
LIFO inventories at current cost are $36,376,000 and $36,127,000 higher
than reported at March 31, 1996 and December 31, 1995, respectively.
2. Shareholders' equity. There are authorized 60,000,000 shares of $1.25 par
value common stock and 1,000,000 shares of $1.00 par value preferred
stock. Changes in the three months ended March 31, 1996 and 1995 were as
follows:
Capital in Total
Common excess of Retained Equity shareholders'
stock par value earnings adjustments equity
-----------------------------------------------------------
Balance at December 31, 1994 $ 30,427 $ 5,577 138,837 $ (488) $174,353
Net earnings 7,658 7,658
Cash dividends (2,528) (2,528)
Retirement of common stock (2,189 shares) (3) (22) (25)
Net shares issued (24,149) under stock plans 30 58 35 123
Foreign currency translation adjustment 1,665 1,665
-------- -------- -------- ------- -------
Balance at March 31, 1995 $ 30,454 $ 5,635 143,945 $ 1,212 $181,246
======== ======== ======== ======= =======
Balance at December 31, 1995 $ 30,506 $ 6,022 158,754 $ 490 $195,772
Net earnings 10,114 10,114
Cash dividends (3,178) (3,178)
Net shares issued (78,859) under stock plans 99 877 (405) 571
Foreign currency translation adjustment (607) (607)
-------- -------- -------- ------- -------
Balance at March 31, 1996 $ 30,605 $ 6,899 165,690 $ (522) $202,672
======== ======== ======== ======= =======
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As of March 31, 1996, 1,316,000 shares of common stock were reserved
for exercise of stock options and grants of restricted shares.
3. Dividends.
Dividends paid during the quarters ended March 31, 1996 and 1995 were
based on 24,445,392 and 24,344,003 respectively, common shares
outstanding on the applicable dates of record.
4. Earnings per share.
Earnings per share for the quarters ended March 31, 1996 and 1995 were
based on average common shares and common share equivalents outstanding
of 24,792,964 and 24,548,015, respectively.
5. Contingencies.
The Company is involved as a "potentially responsible party" at five
former public waste disposal sites which may be subject to remediation
under pending government procedures. 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 "fair 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. Many of the other parties
identified are financially strong and solvent companies which appear
able to pay their share of the remediation costs. 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 for 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 is a defendant in numerous pending lawsuits (which include,
in many cases, multiple claimants) which seek to recover damages for
alleged personal injury allegedly resulting from exposure to asbestos
containing products formerly manufactured and distributed by the
Company. A high percentage of these claims was assumed by the Company
in 1995 as the result of the merger of Durametallic Corporation. All
such products were used within self-contained process equipment, and
management does not believe that there was any emission of ambient
asbestos fiber during the use of this equipment. The Company has
resolved numerous claims at an average of about $120 per claim, the
cost of which was fully paid by insurance. The Company continues to
have a substantial amount of available insurance from financially
solvent carriers to cover the cost of both defending and resolving the
claims.
The Company is also a defendant in several other products liability
lawsuits which are insured, subject to the applicable deductibles, and
certain other non-insured lawsuits received in the ordinary course of
business. The Company has fully accrued the estimated loss reserve for
each such lawsuit. No insurance recovery has been projected for any of
the insured claims because management currently believes that all will
be resolved within applicable deductibles.
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 $250,000 to
$1,000,000 over the upcoming five years to fully resolve these matters.
Although the Company has accrued the minimum end of this range as a
precaution, management has no current reason to believe that any such
increase is probable or quantifiable. 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.
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6. Merger.
On November 30, 1995, the Company merged with Durametallic Corporation.
The acquisition was accounted for under the pooling of interests method
of accounting, and accordingly, the accompanying consolidated financial
statements have been restated for all periods prior to the acquisition
to include the financial position, results of operations and cash flows
of Durametallic.
---------------------------------------------
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.
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Management's Discussion and Analysis
of Financial Condition and Results of Operations
Capital Resources and Liquidity - Three Months Ended March 31, 1996
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 March 31, 1996, long-term debt
was 16.6% of the Company's capital structure, compared to 16.9% at December
31, 1995. Based upon annualized 1996 results, the interest coverage ratio
of the Company's indebtedness was 12.5 at March 31, 1996, compared with
10.7 for the twelve months ended December 31, 1995, reflecting the
improvement in net earnings in 1996 over 1995.
The return on average net assets at March 31, 1996 was 13.9% based upon
1996 annualized results, compared to 11.5% at December 31, 1995. Annualized
return on average shareholders' equity was 20.3% at March 31, 1996,
compared to 16.6% at December 31, 1995. Increases in these returns reflect
the Company's improved level of profitability. Management continues to
focus on improving its performance in these areas.
Capital spending in 1996 is expected to be approximately $17.5 million,
compared with $13.3 million in 1995. The 1996 expenditures will be invested
in new and replacement products, international market development and
general manufacturing equipment upgrades.
The Company's liquidity position is reflected in a current ratio of 2.7
to 1 at March 31, 1996. This compares to 2.5 to 1 at December 31, 1995.
Cash in excess of current requirements was invested in high-grade,
short-term securities. Cash and amounts available under borrowing
arrangements will be adequate to fund operating needs and capital
expenditures through the coming year.
Results of Operations - Three Months Ended March 31, 1996
Net sales for the three months ended March 31, 1996 were a record of
$149.2 million, compared to net sales of $122.7 million for the same period
in 1995. The 21.6% increase in net sales reflects strong global shipments
from all operations and across all geographic regions. The Company's sales
mix during the quarter contained an unusually large amount of major project
activity which reflects the Company's aggressive pursuit of new
construction projects in Asia and in the Americas. Foreign contributions to
consolidated net sales were 33.6% and 33.1% for the three month periods
ended March 31, 1996 and 1995, respectively. Total net sales to foreign
customers including export sales from the U.S. were 40.3% and 38.5%,
respectively. The increase in foreign contributions reflects higher levels
of shipments into the Asian and Latin/South American markets.
Record incoming business of $157.0 million for the first three months
of 1996 exceeded incoming business of $126.4 million during the same period
in 1995 by 24.2%. The 1996 incoming business level reflected strong
activity throughout the global organization. Incoming
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business in the Asian and American markets was particularly strong during
the first three months of 1996 compared with 1995. Backlog at March
31, 1996 was $112.3 million, compared with a backlog of $101.4 million at
December 31, 1995.
The gross profit margin was 40.2% for the three months ended March 31,
1996. This compares to 40.9% for the same period in 1995. The decrease in
the margin reflects the impact of an unusually large number of major
project shipments in the first quarter of 1996. Due to the competitive
nature of the pricing for such projects, the Company has historically
realized lower margins on major project activity. In addition, severe
weather conditions in January and February at several of the Company's
manufacturing facilities in the United States resulted in inefficiencies
and increased overtime pay.
Selling and administrative expenses as a percentage of net sales for
the three months ended March 31, 1996 were 24.4%, compared to 25.8% for the
same period in 1995. The decrease in expense as a percentage of net sales
is consistent with the Company's plan to further leverage expense in 1996
while continuing to invest in the development and growth of international
operations. Selling and administrative expense in dollars increased between
periods due to higher commission payments on large project shipments and
global market development.
Research, engineering and development expense as a percentage of net
sales for the three months ended March 31, 1996 was 2.9%, compared with
3.0% for the same period in 1995. The expense level during the first
quarter of 1996 reflects the Company's continued investment in new products
and production processes.
Other expense was $1.7 million for the three month period ended March
31, 1996, compared to $1.3 million for the same period in 1995. The
increase in expense reflects higher levels of long and short term incentive
compensation expense as the Company achieved record financial results.
The effective tax rate for the first three months of 1996 was 37.0%,
compared with 37.7% in 1995. The reduction in the tax rate from 1995
reflects the utilization of tax loss carryforwards in the Company's Asia
Pacific and European operations.
Record first quarter 1996 net earnings were $10.1 million, or $.41 per
share, compared with $7.7 million, or $.31 per share, for the same period
in 1995. The 32.1% increase in profits reflects the combination of strong
business and leveraging of expenses. The impact of the merger with
Durametallic was accretive to earnings per share in the first quarter of
1996. Net earnings for future quarters of 1996 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.
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PART II
OTHER INFORMATION
ITEM 1 Not Applicable During Reporting Period
ITEM 2 Not Applicable During Reporting Period
ITEM 3 Not Applicable During Reporting Period
ITEM 4 Not Applicable During Reporting Period
ITEM 5 Not Applicable During Reporting Period
ITEM 6 Exhibits and Reports on Form 10-K
(a) The following Exhibits are attached hereto:
10.36 Split Dollar Life Insurance Agreement
27.1 Financial Data Schedule
All other Exhibits are incorporated by reference
(b) Not applicable during reporting period
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INDEX TO EXHIBITS
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(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES:
4.1 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........................................ +
4.2 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........................................ +
4.3 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............................................ *
4.4 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..................................... *
4.5 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 Company's Current Report on Form 8-K
dated April 6, 1987.......................................... *
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4.6 The Credit Agreement between The Duriron Company, Inc. and Bank
One, Dayton, N.A., dated as of November 30, 1989............ +
4.7 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......... *
4.8 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 .... *
4.9 Revolving Credit Agreement between the Company and Fifth Third
Bank dated November 23, 1992 in the amount of $10,000,000 ... +
4.10 Revolving Credit Agreement between the Company and First of America
Bank - Michigan, N.A. in the amount of $20,000,000 and dated August 22,
1995......................................................... +
(10) MATERIAL CONTRACTS: (See Footnote "a")
10.1 The Duriron Company, Inc. Incentive Compensation Plan (the "Incentive
Plan") for Senior Executives, 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 Amendment No. 1 to the Incentive Plan was filed as Exhibit 10.2 to the
Company'Annual Report on Form 10-K for the year ended December
31, 1995..................................................... *
14
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10.3 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............................. *
10.4 The Duriron Company, Inc. amended and restated Director Deferral
Plan was filed as Attachment A to the Company's definitive 1996
Proxy Statement filed with the Commission on March 10, 1996.. *
10.5 Form of Employment Agreement ("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....................................... *
10.6 Form of Amendment No. 1 to Employment Agreement was filed as Exhibit
10.6 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995............................................. *
10.7 The Duriron Company, Inc. 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, 1987..... *
10.8 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............... *
10.9 Amendment #2 to First Master Benefit Trust Agreement was filed as
Exhibit 10.25 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993.................................. *
10.10 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..... *
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10.11 First Amendment to Second Master Benefit Trust Agreement was
filed as Exhibit 10.26 to the Company's Annual Report on Form
10-K for the year ended December 31, 1993.....................
*
10.12 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.......................... *
10.13 Amendment No. 1 to the Long-Term Plan was filed as Exhibit 10.13
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995............................................. *
10.14 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 ......................................................... *
10.15 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 ....... *
10.16 Amendment #1 to the 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....................................... *
10.17 Amendment #2 to the Restricted Stock Plan was filed as Exhibit
10.27 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994....................................... *
10.18 Amendment #3 to the Restricted Stock Plan was filed as Exhibit
10.18 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995....................................... *
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10.19 Amendment #4 to the Restricted Stock Plan was filed as Exhibit
10.19 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995....................................... *
10.20 The Duriron Company, Inc. Retirement Compensation Plan for
Directors ("Director Retirement Plan") was filed as Exhibit
10.15 on the Company's Annual Report to Form 10-K for
the year ended December 31, 1988.............................. *
10.21 Amendment No. 1 to Director Retirement Plan was filed as
Exhibit 10.21 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995........................... *
10.22 Reserved
10.23 The Company's Benefit Equalization Pension Plan ("Equalization
Plan") was filed as Exhibit 10.16 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1989...... *
10.24 Amendment #1 dated December 15, 1992 to the Equalization Plan
was filed as Exhibit 10.18 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992................ *
10.25 The Company's Equity Incentive Plan as amended and restated
effective July 21, 1995 was filed as Exhibit 10.25 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995............................................. *
10.26 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.......................... *
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10.27 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 ................... *
10.28 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 ..................................... *
10.29 Executive Life Insurance Plan of The Duriron Company, Inc. was
filed as Exhibit 10.29 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995......................... *
10.30 Executive Long-Term Disability Plan of The Duriron Company, Inc.
was filed as Exhibit 10.30 to the Company's Annual Report on Form
10-K for the year ended December 31, 1995.................... *
10.31 Consulting Agreement between James S. Ware and Durametallic
Corporation dated April 21, 1991 was filed as Exhibit 10.31 to
the Company's Annual Report on Form 10-K for the year end
December 31, 1995............................................. *
10.32 Senior Executive Death Benefit Agreement between James S. Ware
and Durametallic dated April 12, 1991 was filed as Exhibit 10.32 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995............................................ *
10.33 Executive Severance Agreement between James S. Ware and Durametallic
Corporation dated January 6, 1994 was filed as Exhibit 10.33 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995............................................ *
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10.34 Agreement between James S. Ware and the Company dated September 11,
1995 was filed as Exhibit 10.34 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995............... *
10.35 Agreement and Plan of Merger Among The Duriron Company, Inc.,
Wolverine Acquisition Corporation and Durametallic
Corporation, dated as of September 11, 1995 was filed as Annex
A on the Form S-4 Registration Statement filed by the Company
on September 11, 1995......................................... *
10.36 Split-Dollar Life Insurance Agreement between the Company and
James S. and Sheila D. Ware Irrevocable Trust II signed
March 6, 1996................................................ 19
(27) FINANCIAL DATA SCHEDULE
27.1 Financial Data Schedule (submitted for the SEC's
information)................................................. 24
- ---------------
"*" Indicates that the exhibit is incorporated by reference into
this Annual Report on Form 10-K from a previous filing with
the Commission. The Company's file number with the Commission
is "0-325".
"+" 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.
1
SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
BETWEEN
THE DURIRON COMPANY, INC.
AND
JAMES S. AND SHEILA D. WARE
IRREVOCABLE TRUST II
This Split-Dollar Life Insurance Agreement is established pursuant to a
Consulting Agreement dated September 11, 1995, between James S. Ware and The
Duriron Company, Inc.
ARTICLE I
TITLE AND EFFECTIVE DATE
1.01 TITLE. This Agreement shall be known as the Split-Dollar
Life Insurance Agreement.
1.02 EFFECTIVE DATE. This Agreement shall be effective as of
November 30, 1995, or as soon thereafter as the Insurer has approved and placed
in force and effect the insurance to be provided under this Agreement.
ARTICLE II
DEFINITIONS
When used herein, the following terms shall have the meanings indicated
unless a different meaning is clearly required by the context:
2.01 COMMITTEE. The Compensation Committee of the Board of
Directors of The Duriron Company, Inc. or any successor company.
2.02 COMPANY. The Duriron Company, Inc. or any successor company.
2.03 WARE. James S. Ware.
2.04 INSURER. New England Mutual Life Insurance Company or a
successor insurance company providing life insurance pursuant to this plan.
2
2.05 PARTICIPANT. James S. Ware.
2.06 AGREEMENT. Split-Dollar Life Insurance Agreement.
2.07 POLICY. The life insurance policy (New England Mutual Life
Insurance Policy Number 8881673) or policies on the life of James S. and Sheila
D. Ware.
2.08 TRUST. James S. and Sheila D. Ware Irrevocable Trust II
dated November 21, 1995.
2.09 GRANTOR. James S. Ware.
2.10 TRUSTEE. First of America - Michigan N.A. or Successor
Trustee(s).
2.11 ROLLOUT. A date in the future when the Company and the Trustee
divide or split the policy into two separate policies in contemplation of
termination of the Agreement.
ARTICLE III
INSURANCE BENEFITS
3.01 AMOUNT OF COVERAGE. Prior to Rollout, it is contemplated
that the Trust shall be provided with a life insurance benefit equal to
$5,000,000 payable at the death of the survivor of the Participant and his
wife, Sheila D. Ware.
The face amount of the life insurance policy shall be designed
so that if certain assumptions hold true (including payment of dividends, if
any, by the Insurer which neither the Company nor the Trust can assure) it will
be large enough to provide at the death of the survivor of the Participant and
his wife, Sheila D. Ware, life insurance benefits to be paid in the following
order of priority:
(a) First, a benefit to the Company in an amount that will be
sufficient to repay an amount to the Company equal to the amount of
premiums paid by it in excess of those received from the Trust; and
(b) Second, a life insurance benefit payable to the
Trust equal to $5,000,000.
Any proceeds payable in excess of the amounts set forth above will be paid to
the Company.
3.02 EFFECTIVE DATE OF COVERAGE. The policy shall be dated
December 1, 1995.
3
ARTICLE IV
LIFE INSURANCE POLICY
4.01 OWNERSHIP OF POLICY. The Trust shall be the owner of the
Policy and may exercise all rights of ownership in the Policy, subject to the
restrictions contained herein.
4.02 COLLATERAL ASSIGNMENT. To secure the repayment to the
Company of the Company's interest, the Trustee must execute and deliver to the
Company a collateral assignment of the Policy on a form approved by the
Insurer.
4.03 PAYMENT OF PREMIUM. The Company shall pay the total premium due on
the Policy so as long as this Agreement shall remain in effect. The Company
shall furnish the Trustee evidence of the timely payment of such premium.
4.04 TRUSTEE'S PAYMENT. The Trustee agrees to pay to the Company each
year on November 30 or shortly thereafter a portion of the premium equal to the
current economic benefit from the $5,000,000 life insurance to the Participant
and his wife, or to one of them if the other is deceased. The current economic
benefit shall be determined by the Insurer in accordance with the rules,
regulations, guidelines, court decisions, and/or laws of the United States in
effect at the time the annual premium payment is due. The Trustee will request
in writing from the Insurer at least 30 days prior to November 30 of each year
the amount of such economic benefit, unless the Insurer has already so notified
the Trustee.
4.05 PREMIUMS PAID. References to "premiums paid" by the Company for
the purposes of Section 3.01(a) and Section 5.03 means the sum of its share of
the annual premiums paid, excluding therefrom amounts paid by the Company in
excess of its share of the stated annual premium ($227,000) if it elects to pay
policy premiums on a monthly basis or in any other manner other than by a single
annual premium payment.
4.06 FAILURE TO PAY PREMIUMS. If either the Trustee or the Company
fails to pay its share of the premium, then the other party may pay the premium.
The premium advanced will become an obligation of the party for whom the premium
was advanced to the party that advanced the premium.
4.07 LOANS. As long as this Agreement is in effect, the Trustee may
not borrow against the cash surrender value of the Policy.
4.08 ADVERSE ACTION BY THE COMPANY. Prior to Rollout, the Company will
not knowingly take any action in the future with regard to the Policy that will
cause the life insurance to the Trust to fall below $5,000,000 except as
provided in Section 6.02.
4.09 DIVIDENDS. Insurance dividends, if any, declared and paid by the
Insurer with respect to the Policy shall only be used to purchase paid up
additional insurance.
4
ARTICLE V
ADMINISTRATION
5.01 ADMINISTRATION. This Agreement shall be administered by the
Committee. The Committee shall have all powers necessary to enable it to carry
out its duties in the administration of this Agreement.
5.02 INFORMATION ABOUT THE POLICY. At any time, the Trustee
(owner of the policy) and the Company (Collateral Assignee) may inquire of the
Insurer, its agents, or representatives of the values, status, etc. of the
Policy.
5.03 ROLLOUT. The Committee will have the right, but not the
obligation, in its discretion to Rollout the Policy and terminate this Agreement
at such time as either (a) the Company has paid the required annual premiums for
a full twelve (12) years and the then net cash surrender value of the Policy
after such premium payments is sufficient to provide (i) life insurance benefits
to the Trust at least equal to $5,000,000 based on a projection at the time of
the contemplated rollout by the Insurer using its then current dividend scale,
mortality experience, and investment return, which provides that the life
insurance benefit will continue at $5,000,000 without additional premiums or
loans against the cash value thereof and (ii) a Policy to the Company with a
cash surrender value equal to the sum of its share of the premiums paid plus any
excess cash surrender value, if applicable or (b) at the beginning of the 16th
policy year if the premiums required to be paid by the Company have been paid
for a full 15 years, whichever of (a) or (b) may first occur. If the rollout
occurs under (b) above, the Company will receive its share of the premiums paid
regardless of the net life insurance benefit available to the Trust.
ARTICLE VI
AMENDMENT AND TERMINATION
6.01 AMENDMENT. This Agreement may not be amended without the
written consent of the Trustee and the Company.
6.02 TERMINATION. This Agreement may not be terminated without the
written consent of the Trustee and the Company unless Ware is in violation of
the Consulting Agreement dated September 11, 1995, between Ware and the Company
and he is given ninety (90) days advanced written notice of the specific nature
of the violation and he does not reasonably satisfy the terms of the Consulting
Agreement within such period.
5
ARTICLE VII
MISCELLANEOUS
7.01 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio.
This Agreement is signed this 11th day of March, 1996.
ACKNOWLEDGED AND AGREED:
THE DURIRON COMPANY, INC. FIRST OF AMERICA - MICHIGAN, N.A.
Trustee of the James S. and Sheila D. Ware
By /s/ William M. Jordan Irrevocable Trust II dated November 21,
------------------------- 1995
William M. Jordan
Its President and CEO
By /s/ Patricia H. Kittredge
--------------------------
Patricia H. Kittredge
Its Vice President and Trust Officer
6
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: May 14, 1996
- -------------------
5
1,000
3-MOS
DEC-31-1995
JAN-01-1996
MAR-31-1996
12,527
0
110,248
1,445
97,712
231,228
250,254
147,709
400,496
86,979
52,156
30,605
0
0
172,067
400,496
149,193
149,193
89,279
130,008
1,737
0
1,394
16,054
5,940
10,114
0
0
0
10,114
.41
.41
