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 September 30, 1995 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
---------
(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 September 30,
1995..........19,045,508
2
PART I: Financial Information
3
THE DURIRON COMPANY, INC.
Consolidated Statement of Operations
Nine Months Ended September 30, 1995 and 1994
(dollars in thousands except per share
1995 1994
--------- ---------
Revenues:
Net sales $ 290,659 $ 255,502
Costs and expenses:
Cost of sales 181,428 160,898
Selling and administrative 68,618 62,980
Research, engineering and development 6,432 7,066
Interest 3,070 3,106
Other, net 1,587 1,647
--------- ---------
261,135 235,697
Earnings before income taxes 29,524 19,805
Provision for income taxes 10,915 7,420
--------- ---------
Net earnings 18,609 12,385
========= =========
Earnings per share $ 0.97 $ 0.65
========= =========
(See accompanying notes)
4
THE DURIRON COMPANY, INC.
Consolidated Statement of Operations
Quarters Ended September 30, 1995 and 1994
(dollars in thousands except per share data)
1995 1994
--------- ----------
Revenues:
Net sales $ 100,037 $ 91,794
Costs and expenses:
Cost of sales 63,273 58,059
Selling and administrative 23,467 22,137
Research, engineering and development 2,174 2,286
Interest 996 1,128
Other, net (758) 816
--------- ----------
89,152 84,426
Earnings before income taxes 10,885 7,368
Provision for income taxes 4,015 2,760
--------- ----------
Net earnings 6,870 4,608
========= ==========
Earnings per share $ 0.36 $ 0.24
========= ==========
(See accompanying notes)
5
THE DURIRON COMPANY, INC.
Consolidated Balance Sheet
(dollars in thousands except per share data)
September 30, December 31,
ASSETS 1995 1994
------- -------
Current assets:
Cash and cash equivalents $ 19,595 $ 16,341
Accounts receivable 77,212 67,189
Inventories 71,194 62,246
Prepaid expenses 5,882 3,994
--------- ---------
Total current assets 173,883 149,770
Property, plant and equipment, at cost 194,607 187,731
Less accumulated depreciation and amortization 114,866 105,510
--------- ---------
Net property, plant and equipment 79,741 82,221
Intangibles and other assets 44,231 42,113
--------- ---------
Total assets $ 297,855 $ 274,104
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 21,875 $ 19,480
Notes payable 3,139 2,251
Income taxes 2,180 236
Accrued liabilities 28,646 26,838
Long-term debt due within one year 3,982 4,951
--------- ---------
Total current liabilities 59,822 53,756
Long-term debt due after one year 42,414 39,032
Postretirement benefits and other deferred items 42,491 42,237
Shareholders' equity:
Serial preferred stock, $1.00 par value,
no shares issued -- --
Common stock, $1.25 par value, 19,045,508
shares issued (18,998,350 in 1994) 23,817 23,748
Capital in excess of par value 3,984 3,674
Retained earnings 123,770 111,724
--------- ---------
151,571 139,146
Foreign currency and other equity
adjustments 1,557 (67)
--------- ---------
Total shareholders' equity 153,128 139,079
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Total liabilities and shareholders' equity $ 297,855 $ 274,104
========= =========
(See accompanying notes)
6
THE DURIRON COMPANY, INC.
Consolidated Statement of Cash Flows
Nine Months Ended September 30, 1995 and 1994
(dollars in thousands)
1995 1994
------ ------
Increase (decrease) in cash and cash equivalents:
Operating activities:
Net earnings $ 18,609 $ 12,385
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 10,910 10,157
Loss (gain) on the sale of fixed assets 105 170
Change in assets and liabilities net of
effects of acquisitions and divestitures:
Accounts receivable (9,317) (3,415)
Inventories (7,263) 2,111
Prepaid expenses (2,016) (1,033)
Accounts payable and accrued liabilities 4,932 (962)
Income taxes 2,849 (3,843)
Postretirement benefits and other deferred it (158) (12)
-------- --------
Net cash flows from operating activities 18,651 15,558
Investing activities:
Capital expenditures (5,903) (7,539)
Payment for acquisitions, net of cash acquired -- (14,900)
Other (1,134) (597)
-------- --------
Net cash flows from investing activities (7,037) (23,036)
Financing activities:
Net repayments under lines-of-credit 549 (1,307)
Payments on long-term debt (3,128) (4,589)
Proceeds from long-term debt 917 6,225
Proceeds from issuance of common stock 281 275
Dividends paid (6,563) (5,977)
-------- --------
Net cash flows from financing activities (7,944) (5,373)
Effect of exchange rate changes (416) 447
-------- --------
Net increase in cash and cash equivalents 3,254 (12,404)
Cash and cash equivalents at beginning of year 16,341 22,640
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Cash and cash equivalents at end of period $ 19,595 $ 10,236
======== ========
Supplemental disclosures of
cash flow information:
Cash paid during year for:
Interest $ 2,910 $ 2,097
Income taxes $ 8,971 $ 11,148
(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 September 30, 1995 and the yea ended December 31, 1994 were
as follows:
Domestic Foreign
inventories inventories Total
(LIFO) (FIFO) inventories
--------------------------------------
September 30, 1995
Raw materials $ 215 $ 668 $ 883
Work in process and finished goods 39,163 31,148 70,311
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$ 39,378 $ 31,816 $ 71,194
======== ======== ========
December 31, 1994
Raw materials $ 234 $ 719 $ 953
Work in process and finished goods 34,554 26,739 61,293
-------- -------- --------
$ 34,788 $ 27,458 $ 62,246
======== ======== ========
LIFO inventories at current cost are $26,971,000 and $26,770,000 higher
than reported at September 30, 1995 and De 31, 1994, respectively.
2. Shareholders' equity. There are authorized 30,000,000 shares of $1.25 par
value common stock and 1,000,000 shares $1.00 par value preferred stock.
Changes in the nine months ended September 30, 1995 and 1994 were as
follows:
Capital in Total
Common excess of Retained Equity shareholders'
stock par value earnings adjustments equity
-----------------------------------------------------------------
Balance at December 31, 1993 $ 15,794 $ 11,433 $102,600 $ (2,256) $ 127,571
Net earnings 12,385 12,385
Cash dividends (5,977) (5,977)
Shares issued for three-for-two stock split 7,897 (7,897) 0
Net shares issued (26,955) under stock plans 34 8 102 144
Foreign currency translation adjustment 2,611 2,611
-------- -------- -------- -------- ---------
Balance at September 30, 1994 $ 23,725 $ 3,544 $109,008 $ 457 $ 136,734
======== ======== ======== ======== =========
Balance at December 31, 1994 $ 23,748 $ 3,674 $111,724 $ (67) $ 139,079
Net earnings 18,609 18,609
Cash dividends (6,563) (6,563)
Net shares issued (55,313) under stock plans 69 310 92 471
Foreign currency translation adjustment 1,532 1,532
-------- -------- -------- ------- ---------
Balance at September 30, 1995 $ 23,817 $ 3,984 $123,770 $ 1,557 $ 153,128
======== ======== ======== ======= =========
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As of September 30, 1995, 1,273,000 shares of common stock were
reserved for exercise of stock options and grants of restricted shares.
3. Dividends.
Dividends paid during the quarters ended September 30, 1995 and 1994
were based on 19,041,083 and 18,976,925 respectively, common shares
outstanding on the applicable dates of record.
4. Earnings per share.
Earnings per share for the quarters ended September 30, 1995 and 1994
were based on average common shares and common share equivalents
outstanding of 19,278,288 and 19,147,707, respectively.
5. Contingencies.
The Company has received notification alleging potential involvement
at six 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 "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 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 and the State jointly
supported and obtained an order of judicial relief for the Company
from this consent decree, which effectively terminated both this case
and special state regulation of the sight.
The Company is also a defendant in a number of products liability
lawsuits which are insured, subject to applicable self insured
retentions. The Company has fully accrued the estimated loss reserve
for each such lawsuit. The Company has additionally accrued a limited
general reserve against possible increases in the Company's liability
exposure if adverse facts 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 now 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 $100,000 to
$500,000 over the upcoming five years to fully resolve these matters.
The Company has accrued the minimum end of this range. 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.
9
6. Acquisition.
On September 11, 1995, the Company announced that it had reached a
definitive agreement to merge with Durametallic Corporation.
Durametallic, a privately held corporation headquartered in Kalamazoo,
Michigan, is a leading manufacturer of mechanical seals and sealing
systems. The agreement is subject to approval by the shareholders of
both companies. The Joint Proxy Statement/Prospectus describing this
transaction was mailed to shareholders of both Companies on October
30, 1995 and is on file with the Securities and Exchange Commission.
Under the terms of the agreement, Duriron will acquire Durametallic
through a planned $150.0 million tax-free exchange of common stock on
a fully-diluted basis. Shareholders from Duriron and Durametallic
will vote on the merger at their respective special meetings of
shareholders each to be held on November 30, 1995. In 1994,
Durametallic reported sales of $116.6 million and generated net
earnings of $7.2 million.
_____________________________________________
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 - Nine Months Ended September 30, 1995
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 September 30, 1995, long-term
debt was 17.8% of the Company's capital structure, compared to 17.7% at
December 31, 1994. Based upon a twelve month rolling average, the interest
coverage ratio of the Company's indebtedness was 10.6 at September 30, 1995,
compared with 7.2 for the twelve months ended December 31, 1994, reflecting the
improvement in net earnings in 1995 over 1994.
The return on average net assets was 11.6% based upon 1995 annualized
results, compared to 9.1% at December 31, 1994. Annualized return on average
shareholders' equity was 17.0%, compared to 12.9% at December 31, 1994.
Increases in these returns reflect the Company's improved level of
profitability.
Capital spending in 1995 is expected to be approximately $11.0 million,
compared with $9.9 million in 1994. The 1995 expenditures will be invested in
equipment and process technology to enable the Company to further progress
toward its goal of being the highest quality/lowest total cost producer in its
market.
The Company's liquidity position is reflected in a current ratio of 2.9 to
1 at September 30, 1995. This compares to 2.8 to 1 at December 31, 1994. Cash
and cash equivalents increased to $19.6 million from $16.3 million at December
31, 1994. Cash in excess of current requirements was invested in high-grade,
short-term securities. The Company currently has $22.3 million of lines of
credit and $11.2 million available under domestic revolving credit agreements,
and believes that available cash and these lines of credit arrangements will be
adequate to fund operating and capital expenditure cash needs through the
remainder of 1995.
On September 11, 1995, the Company announced that it had reached a
definitive agreement to merge with Durametallic Corporation. Durametallic, a
privately held corporation headquartered in Kalamazoo, Michigan, is a leading
manufacturer of mechanical seals and sealing systems. The agreement is subject
to approval by the shareholders of both companies. The Joint Proxy
Statement/Prospectus describing this transaction was mailed to shareholders of
both Companies on October 30, 1995 and is on file with the Securities and
Exchange Commission. Under the terms of the agreement, Duriron will acquire
Durametallic through a planned $150.0 million tax-free exchange of common stock
on a fully-diluted basis. Shareholders from Duriron and Durametallic will
vote on the merger at their respective special meetings of shareholders to each
be held on November 30, 1995. In 1994, Durametallic reported sales of
$116.6 million and generated net earnings of $7.2 million.
Results of Operations - Nine Months Ended September 30, 1995
Net sales for the nine months ended September 30, 1995 were a record of
$290.7 million, compared to record net sales of $255.5 million for the same
period in 1994. The 13.8% increase in net sales reflects
11
strong global shipments including North American, European and Asia Pacific,
strengthening of the European currencies against the U.S. dollar and the
acquisition of Sereg Vannes which occurred in May of 1994. The Company's sales
mix contains both major project activity and high levels of maintenance and
replacement orders. Foreign contributions to consolidated net sales were 34.1%
and 30.6% for the nine month periods ended September 30, 1995 and 1994,
respectively. The increase in foreign contributions reflects the impact of the
Sereg Vannes acquisition and strengthening of the European currencies against
the U.S. dollar. Total net sales to foreign customers including export sales
from the U.S. were 39.9% and 37.9% for the first nine months of 1995 and 1994,
respectively.
Record incoming business of $313.1 million for the first nine months of
1995 exceeded incoming business of $251.5 million during the same period in
1994 by 24.5%. The 1995 incoming business level reflected strong activity
throughout the global organization, strengthening of European currencies
against the U.S. dollar, the acquisition of Sereg Vannes which occurred in May
of 1994 and the impact of moderate price increases. Asia Pacific incoming
business which doubled and European incoming business which increased over 30%
were particularly strong during the first nine months of 1995 compared with
1994. Backlog at September 30, 1995 was $88.6 million, compared with a backlog
of $67.6 million at December 31, 1994.
The gross profit margin was 37.6% for the nine months ended September 30,
1995. This compares to 37.0% for the same period in 1994. The improvement in
the gross profit margin reflects the positive effects of price increases,
improvements in burden absorption related to higher levels of plant utilization
and the continuing positive effects of cost reduction and productivity
improvement programs throughout the Company. Partially offsetting these were
one-time start-up problems with the installation of a new computer system at
Valtek International in Springville, Utah which resulted in unfavorable
variances of approximately $1.5 million during the third quarter of 1995. The
problems, related primarily to transition and training issues, are not expected
to recur.
Selling and administrative expenses as a percentage of net sales for the
nine months ended September 30, 1995 were 23.6%, compared to 24.6% for the same
period in 1994. The decrease in expense as a percentage of net sales is
consistent with the Company's plan to further leverage expense in 1995 while
continuing to invest in the development and growth of international operations.
Selling and administrative expense in dollars increased between periods due
predominately to consolidation of Sereg Vannes, strengthening of the European
currencies against the U.S. dollar and general wage increases.
Research, engineering and development expense was $6.4 million for the
first nine months of 1995, compared with $7.1 million for the same period in
1994. The decrease in expense reflects completion in 1994 of many of the
Company's cellular manufacturing programs. The majority of the change in
expense, categorized as research, engineering and development in 1994, has been
redirected to cost of sales and selling and administrative expense categories.
Other expense was $1.6 million for the nine month period ended September
30, 1995, compared to $1.6 million for the same period in 1994. The 1995
expense included higher levels of incentive compensation expense and severance
costs associated with personnel reductions in the Company's European
operations. The 1994 expense included unusually high foreign currency losses
which were
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generated when foreign currency contracts to hedge the anticipated business
transactions for the second half of 1994 were closed in the third quarter of
1994.
The effective tax rate for the first nine months of 1995 was 37.0%,
compared with 37.5% in 1994. The reduction in the tax rate from 1994 reflects
the utilization of tax loss carryforwards in the Company's Asia Pacific and
European operations.
Net earnings for the nine month period ended September 30, 1995 were a
record $18.6 million, or $.97 per share, which compares to 1994 earnings of
$12.4 million, or $.65 per share. The 50.3% increase in profits resulted from
improved global business levels which led to stronger North American and
European profits and the generation of profits in the Asia Pacific operation.
Results of Operations - Three Months Ended September 30, 1995
Net sales for the three months ended September 30, 1995 were a record
$100.0 million, compared to net sales of $91.8 million for the same period in
1994. The 9.0% increase in net sales reflects strong global shipments and
strengthening of the European currencies against the U.S. dollar. The sales
mix contains both major project activity and high levels of maintenance and
replacement orders. Foreign contributions to consolidated net sales were 33.4%
and 33.0% for the three month periods ended September 30, 1995 and 1994,
respectively. The increase in foreign contributions reflects the strengthening
of the European currencies against the U.S. dollar. Net sales to foreign
customers including export sales were 39.3% and 39.6% for the quarters ended
September 30, 1995 and 1994, respectively.
Incoming business of $106.1 million was a third quarter record. It exceeded
incoming business of $85.6 million during the same period in 1994 by 24.0%.
The 1995 incoming business level reflected strong activity throughout the
global organization, strengthening of European currencies against the U.S.
dollar and the impact of moderate price increases. Asia Pacific incoming
business which doubled and European incoming business which increased over 35%
were particularly strong during the third quarter of 1995 compared with 1994.
Backlog at September 30, 1995 was $88.6 million, compared with a backlog of
$67.6 million at December 31, 1994.
The gross profit margin was 36.8% for the three months ended September 30,
1995. This compares to 36.8% for the same period in 1994. The third quarter
1995 gross profit margin reflects the positive effects of price increases which
were partially offset by unfavorable burden absorption due to standard third
quarter vacation and European holiday schedules. In addition, one-time
start-up problems with the installation of a new computer system at Valtek
International in Springville, Utah resulted in unfavorable variances of
approximately $1.5 million during the third quarter of 1995. The problems,
related primarily to transition and training issues, are not expected to recur.
Selling and administrative expenses as a percentage of net sales for the
quarter ended September 30, 1995 were 23.5%. This compares to 24.1% for the
same period in 1994. The decrease in expense as a percentage of net sales is
consistent with the Company's plan to further leverage expense in 1995 while
continuing to invest in the development and growth of international operations.
Selling and
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administrative expense in dollars increased between periods due predominately
to the strengthening of the European currencies against the U.S. dollar and an
increase in general wage expense.
Research, engineering and development expense was $2.2 million for the
quarter ended September 30, 1995, compared with $2.3 million for the same
period in 1994. The decrease in expense reflects completion in 1994 of many of
the Company's cellular manufacturing programs. The majority of the change in
expense, categorized as research, engineering and development in 1994, has been
redirected to cost of sales and selling and administrative expense categories.
Other income was $.8 million for the three month period ended September 30,
1995, compared to other expense of $.8 million for the same period in 1994.
The third quarter 1995 other income includes higher levels of royalty income,
interest income and foreign currency gains than the comparable period in 1994.
In addition, the 1994 expense included unfavorable currency losses of $.8
million which occurred when foreign currency contracts to hedge the anticipated
business transactions for the second half of 1994 were closed in the third
quarter of 1994.
The effective tax rate for the quarter ended September 30, 1995 was 36.9%,
compared with 37.5% in 1994. The reduction in the tax rate from 1994 reflects
the utilization of tax loss carryforwards in the Company's Asia Pacific and
European operations.
Net earnings for the third quarter ended September 30, 1995 were a record
$6.9 million, or $.36 per share. Third quarter 1995 earnings exceeded third
quarter 1994 earnings of $4.6 million, or $.24 per share, by 49.1%. The
increase in profits resulted from improved global business levels which led to
stronger North American and European profits and the generation of profits in
the Asia Pacific operation. Net earnings for future quarters of 1995 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 8-K
(a) The following exhibit is included herein:
27 Financial Data Schedule
(b) The Company filed a Current Report on Form 8-K on
September 11, 1995 (the "Report"). The Report
contained a copy of a press release issued by the
Company that day. In that press release, the Company
announced its definitive agreement to acquire
Durametallic Corporation through a planned $150 million
tax-free exchange of common stock, subject to
shareholder approval of both companies. No financial
statements were filed with the Report.
15
INDEX TO EXHIBITS
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(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.............................. *
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........... *
16
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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...... *
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 ............................................ +
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(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 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................................. *
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............... *
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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........................ *
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......................................................... *
19
LOCATED AT
MANUALLY
NUMBERED PAGE
-------------
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 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 ...................................... *
10.17 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 .............................. *
10.18 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 ...................................... *
10.19 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 .............. *
10.20 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 ................................................... *
20
LOCATED AT
MANUALLY
NUMBERED PAGE
-------------
10.21 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 ........................................................ *
10.22 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.............................................. *
10.23 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......................................................... *
10.24 Amendment #2 and Amendment #3 to Equity
Incentive Plan was filed as Exhibit 10.25 to the
Company's Annual Report on Form 10-K for the
year ended December 31,1993......................... *
10.25 Amendment #2 to said First Master Benefit Trust
Agreement.................................................. *
10.26 First Amendment to said Second Master Benefit
Trust was filed as Exhibit 10.26 to the Company's
Annual Report on Form 10-K for the year
ended December 31, 1994............................ *
10.27 Amendment #2 to said 1989 Restricted Stock Plan,
as amended and restated, was filed as Exhibit 10.27
to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994..................... *
27 Financial Data Schedule
21
"*" 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.
22
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: November 9, 1995
- -----------------------
5
1,000
9-MOS
DEC-31-1995
JAN-01-1995
SEP-30-1995
19,595
0
77,212
716
71,194
173,883
194,607
114,866
297,855
59,822
42,414
23,817
0
0
129,311
297,855
290,659
290,659
181,428
259,548
1,587
0
3,070
29,524
10,915
18,609
0
0
0
18,609
.97
.97
