PAMARCO TECHNOLOGIES INC, S-1/A, 1997-12-18

PAMARCO TECHNOLOGIES INC
S-1/A, 1997-12-18
ELECTRONIC COMPONENTS & ACCESSORIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1997

REGISTRATION STATEMENT NO. 333-38757
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------

AMENDMENT NO. 3

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
PAMARCO TECHNOLOGIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
3577, 3355
(PRIMARY STANDARD
INDUSTRIAL CLASSIFICATION CODE NUMBER)
22-3322829
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

Murray Hill Officenter
571 Central Avenue, Unit 119
New Providence, NJ 07974
(908) 665-8500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------
Maurice A. Buckley
Chief Executive Officer and President
PAMARCO TECHNOLOGIES INC.
Murray Hill Officenter
571 Central Avenue, Unit 119
New Providence, NJ 07974
(908)665-8500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------

COPIES TO:

<TABLE>
<S> <C>
Thomas J. Sharbaugh, Esq. David S. Inglis, Esq.
Morgan, Lewis & Bockius LLP Benesch, Friedlander, Coplan & Aronoff LLP
2000 One Logan Square 200 Public Square
Philadelphia, PA 19103 2300 BP America Building
(215) 963-5000 Cleveland, OH 44114
(216) 363-4500
</TABLE>

------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after this Registration Statement becomes effective.
------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
- ------------------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------------------------

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(a), MAY DETERMINE.

================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION DATED DECEMBER 18, 1997

PROSPECTUS

2,800,000 SHARES

PAMARCO TECHNOLOGIES INC.

COMMON STOCK

Of the shares of Common Stock, par value $.01 per share (the "Common
Stock"), offered hereby (the "Offering"), 1,600,000 shares will be sold by
Pamarco Technologies Inc. (the "Company") and 1,200,000 shares will be sold by
certain non-management stockholders of the Company (the "Selling Stockholders").
The Company will not receive any of the proceeds from the sale of shares by the
Selling Stockholders.

Prior to this Offering, there has been no public market for the Common
Stock of the Company. It is currently estimated that the initial public offering
price will be between $ and $ per share. See "Underwriting"
for a discussion of the factors to be considered in determining the initial
public offering price. Application has been made for quotation of the Common
Stock on the Nasdaq National Market under the symbol "PTIO."
------------------------
THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 8.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
=============================================================================================================
UNDERWRITING PROCEEDS
PRICE TO DISCOUNTS AND PROCEEDS TO TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDERS
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share......................... $ $ $ $
Total(3).......................... $ $ $ $
=============================================================================================================
</TABLE>

(1) See "Underwriting" for a description of indemnification arrangements with
the several Underwriters.

(2) Before deducting estimated aggregate expenses for this Offering of $
payable by the Company.

(3) Certain of the Selling Stockholders have granted to the Underwriters an
option, exercisable for 45 days from the date of the initial public offering
of the Common Stock, to purchase up to an additional 420,000 shares of
Common Stock for the purposes of covering over-allotments, if any. If such
option is exercised in full, the total price to public, underwriting
discounts and commissions and proceeds to Selling Stockholders will be
$ , $ and $ , respectively. See "Underwriting."
------------------------

The shares of Common Stock offered by the Underwriters are subject to prior
sale, receipt and acceptance by them and subject to the right of the
Underwriters to reject any order in whole or in part and certain other
conditions. It is expected that delivery of such shares of Common Stock will be
made by EVEREN Clearing Corp. through the facilities of the Depository Trust
Company, New York, New York, on or about , 1998.

------------------------
EVEREN SECURITIES, INC. JANNEY MONTGOMERY SCOTT INC.
------------------------

The date of this Prospectus is , 1998

<PAGE> 3

[ARTWORK APPEARS HERE]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING AND
MAY BID FOR AND PURCHASE SHARES OF THE COMMON STOCK IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

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<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and the consolidated
financial statements and the notes thereto included elsewhere in this
Prospectus. Unless otherwise indicated, all information presented in this
Prospectus (i) assumes no exercise of the over-allotment option granted by
certain Selling Stockholders to the Underwriters, (ii) reflects the conversion
of the Company's Class A Common Stock, Class B Common Stock and Class C Common
Stock into Common Stock prior to the consummation of the Offering and (iii)
reflects a 2.35-for-1.0 split of the Common Stock prior to the consummation of
the Offering. Unless the context otherwise indicates, Pamarco Technologies Inc.
and its subsidiaries collectively are referred to herein as the "Company" and
all references to the terms "Pamarco," "Dauphin," "Qualtech," "Armotek" and
"Diamond" refer to the Company's subsidiaries and not to that of any other
organization.

THE COMPANY

The Company is a leading manufacturer, remanufacturer and provider of a
wide range of products and services for graphic arts systems. The Company's
primary products include: a variety of replaceable steel-based rolls that are
used to transfer ink, carry paper, print images or emboss patterns; printing
presses used to print newspapers, inserts, magazines and other written or
graphic materials; and related parts and accessories. Depending upon the rate of
use and the application, these rolls and parts can require refurbishing or
replacement up to several times per year at a cost ranging from $100 to $50,000.
These products are sold to more than 5,000 active customers. While no single
customer has accounted for more than five percent of the Company's total net
sales, the Company's current customers include companies such as Armstrong World
Industries, Inc., Baxter International Incorporated, Gannett Company, Jefferson
Smurfit Group, Knight-Ridder, Inc., Mobil Oil Corporation, RR Donnelley & Sons,
Inc., Ward Machinery Company and Weyerhauser, Inc.

The Company's targeted markets include: original equipment manufacturers of
graphic arts systems ("OEMs"); flexible and carton packaging companies;
corrugated container companies; decorative product manufacturers; paper
manufacturers; newspaper publishers; and commercial printers. The Company has
maintained long standing relationships with its customers as a result of its
excellent technical capabilities, commitment to outstanding product quality and
customer service, and long operating history. The name "Pamarco" is well
respected in the industry. For the nine month period ended September 30, 1997,
approximately 63% of the Company's net sales were generated from replacement
product sales and services such as the re-engraving of rolls, remanufacturing of
printing presses and the refurbishment of narrow-width rubber rolls. For the
same period, a majority of the Company's sales were to existing customers or new
customers that had purchased graphic arts systems manufactured by the Company's
OEM customers. In addition to existing applications of the Company's products,
computerized graphic technologies are generating new applications for graphic
arts systems ranging from special run newspapers and inserts, to the development
of enhanced consumer packaging and to the greater proliferation of advertising
and promotional materials.

The Company believes that it is currently one of the top suppliers across
most of its principal product offerings within the markets it serves. The
Company's operations are conducted through its five operating subsidiaries from
13 facilities located in 10 states in the U.S. and three facilities located in
the United Kingdom. Through these facilities, the Company has established a
strong presence throughout the U.S. and Europe. For the nine month period ended
September 30, 1997, the Company generated approximately 28.4% of its net sales
from markets outside the U.S. and the Company believes that there is a
significant opportunity to continue increasing its international sales. The
Company has experienced significant growth, with net sales increasing 20.7% from
$44.5 million for the fiscal year ended December 31, 1995 to $53.7 million for
the fiscal year ended December 31, 1996 and 71.0% from $40.1 million for the
nine months ended September 30, 1996 to $68.6 million for the nine months ended
September 30, 1997. Excluding the effect of business acquisitions, the Company's
net sales increased 10.8% and 28.4%, respectively, over the same periods.

The Company was formed in July 1994 by an investment group led by Bradford
Venture Partners, L.P. ("Bradford") and senior management to purchase all of the
outstanding capital stock of Pamarco,

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<PAGE> 5

Incorporated ("Pamarco") from a subsidiary of Smurfit International, B.V.
Pamarco is primarily engaged in the engraving, re-engraving and manufacturing of
anilox and embossing rolls. In acquiring Pamarco, Bradford and management sought
to use Pamarco as a platform to consolidate the highly fragmented and large
supplier base to graphic arts systems operators and manufacturers by
capitalizing on Pamarco's industry reputation, management experience and
distribution capabilities. According to the U.S. Department of Commerce,
shipments of equipment manufactured in the U.S. used in the printing trades for
foreign and domestic uses was approximately $3.2 billion in 1996. In addition to
the significant growth potential as an industry consolidator, the Company
believes that it will benefit from the significant trends currently affecting
its markets, including the increasing preference of its customers to do business
with a smaller number of better capitalized, more sophisticated suppliers who
can offer a wider variety of products and services. Since its acquisition of
Pamarco, the Company has completed the acquisitions of four additional
businesses which offer products and services that complement those of Pamarco
and enhance its ability to serve its targeted markets. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Acquisition Transactions," "Business -- Acquisition History" and
"Certain Transactions."

The following table sets forth certain information concerning the acquired
businesses:

<TABLE>
<CAPTION>
ACQUIRED ACQUISITION YEAR PRIMARY
BUSINESS DATE FOUNDED PRINCIPAL PRODUCTS GEOGRAPHIC TERRITORY
- --------- ------------- ------- ----------------------------------- -------------------------
<S> <C> <C> <C> <C>
Pamarco July 1994 1946 Engraver, re-engraver and North America and Western
manufacturer of anilox rolls for Europe.
flexographic uses and manufacturer
of embossing rolls for the
converting industry.
Dauphin January 1995 1974 Manufacturer and remanufacturer of U.S. and Western Europe.
single-width offset printing
presses and folders and supplier of
related parts and services.
Qualtech* June 1995 1992 Supplier of printing supplies and Western Europe.
plates, primarily for flexographic
uses.
Armotek April 1996 1946 Engraver, re-engraver and Mid-Atlantic States.
manufacturer of gravure, anilox and
embossing rolls primarily for
gravure and flexographic uses.
Diamond January 1997 1970 Manufacturer and remanufacturer of U.S.
rubber rolls primarily for offset
uses and manufacturer of envelope
printing presses and dampening
units.
</TABLE>

- ---------------

* Subsequently merged with the European subsidiary of Pamarco.

BUSINESS STRATEGY

The Company's objective is to expand its position as a leading provider of
a wide range of products and services for graphic arts systems. The Company has
developed a strategy to become a world-wide, single source provider of products
and services under the Pamarco name. The Company believes this strategy provides
it with a competitive advantage in serving the needs of its targeted markets,
including the trend toward supplier consolidation. Key elements of this strategy
include:

Developing New Products. The Company intends to continue to develop
new products that complement its existing product offerings and position it
among the technological leaders in its industry. The Company believes that
its manufacturing capabilities, distribution resources, industry experience
and commitment to quality and technical innovation provide it with the
capability to develop new products, offer its customers more complete
product offerings and enter new markets.

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<PAGE> 6

Growth through Acquisitions. The Company is actively pursuing
acquisitions of manufacturers and providers of complementary products and
services, particularly where the Company can capitalize on its well
respected name, management expertise and distribution capability. The
Company believes that the highly fragmented industry, the growing customer
preference for fewer suppliers and its financial condition, industry
relationships, acquisition record and management depth will allow it to
achieve its objective of being the leading consolidator of suppliers to the
graphic arts industry.

Capitalize on Synergies from Acquired Businesses. The Company intends
to capitalize on synergies among its acquired businesses to maximize its
potential for cost reduction and operating efficiency.

Continuously Improve Operating Processes. The Company intends to
continue to improve its operating processes by identifying and developing
new manufacturing technologies and processes and, if appropriate,
identifying new third-party material and component sources. In addition,
the Company intends to derive additional cost improvements and capacity
enhancements from operational efficiencies within its acquired businesses
by utilizing proven processes, systems and know-how across all of its
operations.

International Expansion. Utilizing the strength of Pamarco's well
respected name, the Company seeks to increase its international sales
through the development of strategic joint ventures and alliances, the
expansion of international sales agents and foreign offices and the
completion of additional acquisitions. The Company believes that its
European operations provide a strong platform to increase its sales of
domestically produced products in its existing international markets and is
capitalizing on its name and the experience of its management to expand its
presence in emerging foreign markets such as Latin America and Asia which
have a growing demand for the Company's products and services.

The Company's executive offices are located at the Murray Hill Officenter,
571 Central Avenue, Unit 119, New Providence, New Jersey 07974 and its telephone
number is (908)665-8500.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered hereby:
By the Company............................. 1,600,000 shares
By the Selling Stockholders................ 1,200,000 shares
Common Stock to be outstanding after this
Offering(1)................................ 6,599,703 shares
Use of proceeds by the Company............... To repay approximately $18.0 million of bank
debt and the balance for working capital and
other general corporate purposes. See "Use of
Proceeds" and "Management's Discussion and
Analysis of Financial Condition and Results
of Operations -- Liquidity and Capital
Resources."
Proposed Nasdaq National Market symbol....... "PTIO"
</TABLE>

- ---------------

(1) Excludes 399,911 shares of Common Stock issuable upon the exercise of
options outstanding as of December 12, 1997 under the Company's Amended and
Restated 1995 Stock Option Plan (the "Stock Option Plan") at a weighted
average exercise price of $4.39 per share and 305,089 shares reserved for
future grants under the Stock Option Plan. Upon the completion of this
Offering, options to purchase a total of 222,047 shares of Common Stock will
be immediately exercisable. See "Description of Capital Stock" and
"Management--Stock Option Plan."

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<PAGE> 7

SUMMARY CONSOLIDATED FINANCIAL DATA

(IN THOUSANDS EXCEPT SHARE AND PER SHARE INFORMATION)

The following table presents summary consolidated financial data for the
Company and, prior to its acquisition by the Company, Pamarco, Incorporated (the
"Predecessor.") The income statement data for the Predecessor for the period
from January 1, 1994 to July 24, 1994 and for the Company and its subsidiaries
for the period from July 25, 1994 to December 31, 1994 and for the years ended
December 31, 1995 and 1996 have been derived from the audited Consolidated
Financial Statements included elsewhere in this Prospectus. The Income Statement
Data for the Predecessor for the years ended December 31, 1992 and 1993 were
derived from audited financial statements not included in this Prospectus. The
summary consolidated financial data set forth below should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations and the Consolidated Financial Statements included
elsewhere in this Prospectus.

The summary consolidated financial data for the nine months ended September
30, 1996 and 1997 have been derived from the Company's unaudited consolidated
financial statements. In the opinion of management, the unaudited consolidated
financial statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position,
results of operations and cash flows as of and for the nine months ended
September 30, 1996 and 1997. The results of operations for the nine months ended
September 30, 1997 are not necessarily indicative of the results of operations
that may be realized for the entire year.

<TABLE>
<CAPTION>
THE PREDECESSOR(1) THE COMPANY
----------------------------- ------------------------------------------------------------------
JAN. 1
THROUGH JULY 25
YEAR ENDED JULY THROUGH YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, 24, DEC. 31, DECEMBER 31, SEPTEMBER 30,
------------------ ------- ---------- ------------------------ ------------------------
1992 1993 1994 1994 1995 1996 1996 1997
------- ------- ------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
DATA:
Net sales......... $24,492 $25,671 $14,518 $ 13,299 $ 44,492 $ 53,708 $ 40,098 $ 68,566
Gross profit...... 7,485 7,715 4,486 4,254 12,815 15,769 11,781 22,422
Income from
operations before
gain on fire(2).. 1,826 1,120 232 1,315 3,546 4,124 3,235 6,498
Gain on fire(2)... -- -- -- -- 1,300 3,321 3,091 255
Income from
operations....... 1,826 1,120 232 1,315 4,846 7,445 6,326 6,753
Income (loss)
before taxes..... 1,523 744 (25) 960 3,867 6,345 5,492 5,516
Net income
(loss)........... $ 901 $ 290 $ (15) $ 608 $ 593 $ 2,321 $ 3,744 $ 3,373
======= ======= ======= ========== ======= ========== ========== ==========
Net income (loss)
before gain on
fire(2)(3)....... $ 901 $ 290 $ (15) $ 608 $ 1,541 $ 1,784 $ 1,474 $ 3,229
------- ------- ------- ---------- ------- ---------- ---------- ----------
Net income per
common share
before gain on
fire(2)(3)....... .27 .41 .40 .34 .65
Net income per
common share..... .27 .61 .85 .78 .68
Shares used in
computation of
net income per
common share..... 2,260,655 3,800,610 4,427,775 4,349,789 4,995,649
Supplemental
earnings per
share(4)......... .78 .71 .62
Supplemental
shares used in
calculating
supplemental
earnings per
share(4)......... 5,281,017 5,203,031 6,072,825
OTHER DATA:
Capital
expenditures..... $ 1,300 $ 1,275 $ 880 $ 941 $ 4,504 $ 7,095 $ 3,561 $ 5,270
Depreciation and
amortization..... 962 1,054 700 397 1,365 1,835 1,334 2,259
EBITDA before gain
on fire(2)(5).... 2,788 2,174 932 1,712 4,911 5,959 4,569 8,757
Cash flows from:
Operating
activities..... 2,218 669 742 362 2,357 4,986 2,448 3,214
Investing
activities..... (1,921) (1,271) (880) (16,047) (9,221) (8,159) (4,644) (13,514)
Financing
activities..... (253) 527 171 15,812 7,012 4,279 2,641 10,380
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30,
1996 SEPTEMBER 30, 1997
------------- ---------------------------
ACTUAL AS ADJUSTED(6)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash............................................................................ $ 783 $ 1,430
Working capital................................................................. 9,481 14,305
Total assets.................................................................... 48,838 83,251
Total long-term debt, less current portion...................................... 13,316 21,555
Total debt...................................................................... 15,269 24,999
Total liabilities............................................................... 26,641 49,543
Total stockholders' equity...................................................... 22,197 33,708
</TABLE>

- ---------------

(1) On July 25, 1994, the Company acquired the Predecessor. Accordingly certain
information provided for the years ended December 31, 1992 and 1993 and the
period ended July 24, 1994, is not comparable to the Income Statement Data
of the Company due to the effects of certain purchase accounting adjustments
affecting post-acquisition periods. Predecessor information is based on the
Predecessor's historical costs, whereas the Company's information reflects a
new cost basis as a result of the acquisition of the Predecessor.

(2) During 1995 the Company's facility in Roselle, New Jersey sustained major
damage from a fire. Insurance proceeds received in excess of the carrying
value of the destroyed facility and machinery and equipment and related
expenses, as well as business interruption coverage, were recognized in
income in the third quarter of 1995 and each subsequent quarter through the
first quarter of 1997, as these amounts were settled with the Company's
insurance carrier.

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<PAGE> 8

(3) Represents net income less gain on fire including an estimated tax effect
using the Company's effective tax rate for the respective periods and
therefore is not presented in accordance with GAAP.

(4) Adjusted to give effect as of January 1, 1996 to the sale of 1,600,000
shares of Common Stock offered by the Company hereby and the anticipated use
of net proceeds therefrom as set forth under "Use of Proceeds."

(5) "EBITDA before gain on fire" is defined by the Company as income from
operations before gain on fire plus depreciation and amortization. EBITDA
does not present and should not be considered an alternative to net income
or cash flow from operations as determined by GAAP and the Company's
calculation thereof may not be comparable to that reported by other
companies. The Company believes that it is widely accepted that EBITDA
provides useful information regarding a company's ability to service and/or
incur indebtedness.

(6) Adjusted to give effect to the sale of 1,600,000 shares of Common Stock
offered by the Company hereby and the anticipated use of net proceeds
therefrom. See "Use of Proceeds."

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<PAGE> 9

RISK FACTORS

Prior to making an investment decision, prospective purchasers of the
Common Stock offered hereby should consider carefully all of the information set
forth in this Prospectus and, in particular, should evaluate the following risk
factors.

ABILITY TO SUSTAIN AND MANAGE GROWTH

The Company's future growth is dependent upon a number of factors,
including the successful expansion into new markets, the recruitment and
retention of skilled employees, the development of complementary products and
services and the execution of its acquisition strategy. The successful
development and introduction of new product offerings is important to the
Company's internal growth objectives and the failure of the Company to
successfully introduce such offerings could hinder the Company's growth.
Approximately 33.3% of the Company's growth in net sales for the nine month
period ended September 30, 1997 compared to the same prior year period was
generated from increased net sales of its single-width printing presses and
folders. The Company introduced its single-width printing presses in 1995 and
its folders in 1996. Accordingly, the Company's continued growth in net sales
from existing products would likely be materially and adversely affected by any
adverse developments associated with this product line. In addition, the
Company's growth and expansion has placed and will likely continue to place a
significant strain on the Company's resources, and the failure to manage growth
effectively would have a material adverse effect on the Company's business,
operating results and financial condition. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations,"
"Business -- Business Strategy" and "Management."

RELIANCE ON ACQUISITIONS FOR GROWTH; RISKS ASSOCIATED WITH ACQUISITIONS;
FINANCING OF ACQUISITIONS

A primary element of the Company's growth strategy is to continue to pursue
strategic acquisitions that expand and complement the Company's business. The
Company regularly reviews strategic acquisition opportunities and periodically
engages in discussions regarding possible transactions. Currently, the Company
has no commitments with respect to any acquisition; however, as the result of
the Company's process of regularly reviewing acquisition prospects, discussions
regarding potential transactions may arise from time to time. The Company may
not be able to identify qualified acquisition candidates, negotiate terms
favorable to the Company or close any such transactions, and therefore, the
Company may not be able to achieve its acquisition objectives. A failure of the
Company to continue its acquisition strategy would likely hinder the Company's
growth. In addition, increased competition for acquisitions could have the
effect of increasing the cost to the Company of pursuing this growth strategy
and may reduce the number of qualified acquisition candidates. See
"Business -- Business Strategy."

Acquisitions involve a number of risks inherent in assessing the values,
strengths, weaknesses and profitability of acquisition candidates including:
adverse short-term effects on the Company's operating results; diversion of
management's attention; dependence on retaining key personnel; amortization of
acquired intangible assets; and risks associated with unanticipated problems and
latent liabilities or contingencies. In addition, the success of the Company
will depend, in part, on the Company's ability to integrate the operations of
the businesses it acquires, including capitalizing on synergies to achieve cost
savings and developing programs and processes that will promote cooperation and
the sharing of opportunities and resources among its businesses.

The Company currently intends to continue to use a combination of Common
Stock, cash, debt obligations, and contingent payments based on future
performance to finance its acquisitions. The extent to which the Company will be
able or willing to use Common Stock for this purpose will depend from time to
time on the market price of the Common Stock and the willingness of others to
accept Common Stock as full or partial consideration. In the event that the
Common Stock does not maintain sufficient value or potential acquisition
candidates are unwilling to accept Common Stock as consideration for the sale of
their businesses, the Company may have to limit or curtail pursuing its
acquisition strategy and may be required to utilize more of its cash and credit
resources, if available, in order to continue its acquisition strategy. The
Company's line of credit, subject to certain conditions, permits the Company to
use up to an aggregate of $30 million of the total

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<PAGE> 10

proceeds available under such line to make acquisitions and purchase equipment.
Heavy reliance by the Company on its cash and debt resources as part of its
acquisition program could materially adversely affect its liquidity, results of
operations and financial condition. In addition, if the Company uses its capital
stock for all or a portion of the consideration to be paid for future
acquisitions, dilution may be experienced by existing stockholders, including
the purchasers of Common Stock in this Offering. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."

RISKS ASSOCIATED WITH INTERNATIONAL BUSINESS ACTIVITIES

For the nine month period ended September 30, 1997 and the years ended
December 31, 1996 and 1995, the Company generated approximately 28.4%, 24.7% and
22.4% of its net sales, respectively, from international markets. The Company's
international business activities are subject to a variety of potential risks
resulting from certain political, economic and other uncertainties. Certain
aspects of the Company's operations are subject to governmental regulations in
the countries in which the Company operates, including those relating to
currency conversion and repatriation, taxation of its earnings and earnings of
its personnel, and its use of local employees and suppliers. The Company's
operations are also subject to the risk of changes in laws and policies in the
various jurisdictions in which the Company operates which may impose
restrictions on the Company. The Company cannot determine to what extent future
operations and earnings of the Company may be affected by new laws, new
regulations, changes in or new interpretations of existing laws or regulations
or other consequences of doing business outside the U.S. The Company's
activities outside the U.S. are sometimes subject to additional risks associated
with fluctuating currency values and exchange rates, hard currency shortages and
controls on currency exchange. In addition, in conducting activities outside the
U.S., the Company's financial reporting is subject to the impact of foreign
currency fluctuations and exchange rate charges. Since the Company's financial
statements are prepared utilizing U.S. dollars as the basis for presentation,
results from any operations outside the U.S. reported in the financial
statements must be restated into dollars utilizing the appropriate foreign
currency exchange rate, and thereby subjecting such results to the impact of
currency and exchange rate fluctuations. See "Business."

COMPETITORS

The markets in which the Company competes are intensely competitive.
Competitors vary in size and in the scope and breadth of offered products and
services. The Company encounters competition from a number of organizations
which offer products and services to the graphic arts industry. Some of the
Company's current and potential competitors have longer operating histories,
better name recognition, and significantly greater financial, sales, marketing,
technical and other resources than the Company. As a result, they may be able to
adapt more quickly than the Company to changes in customer preferences or to
devote greater resources than the Company to the development, promotion and sale
of products.

VARIABILITY OF QUARTERLY RESULTS

The Company's quarterly results have fluctuated in the past, and may
fluctuate in the future, primarily as a result of the timing of the Company's
acquisitions and the timing of the Company's shipments or installations of its
products (some of which require up to several months to produce, ship and
install) and the corresponding recognition by the Company of revenues and
profits generated therefrom. Additional factors affecting quarterly results are
changes in the mix of products sold; possible disruptions of operations caused
by expanding existing facilities or moving into new facilities, or by
extraordinary weather conditions which could hamper production and shipments;
political and economic instability in foreign markets; seasonal patterns of
spending; manufacturing inefficiencies associated with the development and start
up of new products; and various competitive factors including price-based
competition and competition from vendors employing other technologies. In
addition, the Company is subject to fluctuations in the annual business cycles
of its OEM customers. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Unaudited Quarterly Results."

9
<PAGE> 11

EFFECT OF GOVERNMENTAL REGULATION; ENVIRONMENTAL MATTERS

Manufacturers such as the Company are subject to stringent foreign,
federal, state and local laws and regulations relating to the generation,
handling, storage, and use of hazardous substances and wastes and the emission
and discharge of such materials into the environment. The Company has expended,
and may be required to expend in the future, substantial funds for compliance
with such laws and regulations. The risk of environmental liability is inherent
in the nature of the Company's business, and there can be no assurance that
additional material environmental costs will not arise as a result of future
legislation or other future developments. The Company does not currently
anticipate any material adverse effect on its operations, financial condition or
competitive position as a result of compliance with environmental requirements
or as a result of the impact of environmental considerations on the
marketability of its products. To the extent that the cost of compliance
increases and the Company cannot pass on future increases to its customers, such
increases may have an adverse impact on the Company's profitability. In
addition, there can be no assurance that the Company will not incur material
liability in connection with future actions of governmental agencies and/or
private parties relating to past or future practices of the Company with respect
to the generation, handling, storage or disposition of hazardous wastes or other
materials.

The U.S. Environmental Protection Agency ("EPA") has notified the Company
that it is a potentially responsible party ("PRP") and requested that the
Company provide information with respect to past disposal of wastes, at a
landfill site located at Jersey City, New Jersey. The Company believes that the
previous owners of the site, waste haulers and 56 other generators of hazardous
waste are responsible for over 99% of the costs associated with this site and
that any material amounts paid by the Company will be recovered from its
insurance carriers. While the Company does not believe that the Company's
exposure in this matter will have a material adverse effect on the business,
operating results or financial condition of the Company, there can be no
assurance that the Company will not incur significant liabilities in connection
with this matter or that such liabilities will not have such a material adverse
effect. See "Business -- Environmental."

The operation of the Company's business will require the continued
availability of certain governmental permits secured by the Company and the
issuance of additional permits. The Company has applied for certain required
permits, which it expects will be approved. There can be no assurance that the
Company will be able to maintain the permits it currently has, or obtain any
additional permits that may be required. The inability of the Company to obtain
or maintain any required permits could have a material adverse effect on the
Company's business, operating results and financial condition.

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS; POTENTIAL ADVERSE IMPACT
ON MARKET PRICE FROM SALES OF SHARES

A substantial number of outstanding shares of Common Stock, shares of
Common Stock issuable upon exercise of outstanding stock options and any shares
of Common Stock issued in the future by the Company, including as part of its
acquisition program, will become eligible for future sale in the public market
at various times. In addition to the factors affecting the stock market in
general and the market for the Common Stock discussed below, sales of
substantial amounts of Common Stock in the public market, or the perception that
such sales could occur, could adversely affect the market price of the Common
Stock. Upon completion of this Offering, the Company will have 6,599,703 shares
of Common Stock outstanding, excluding 399,911 shares of Common Stock subject to
stock options outstanding as of December 12, 1997, and any stock options granted
by the Company after December 12, 1997. Of these shares, the Common Stock sold
by the Company and the Selling Stockholders in this Offering, except for certain
shares described below, will be freely tradeable without restriction or further
registration under the Securities Act of 1933, as amended (the "Act"). The
remaining 3,799,703 shares of Common Stock (the "Restricted Shares") were sold
by the Company in reliance on exemptions from the registration requirements of
the Act and are "restricted securities" as defined in Rule 144 under the Act
("Rule 144") and may not be sold in the absence of registration under the Act
unless an exemption is available, including an exemption afforded by Rule 144.
Without considering the contractual restrictions described below, following this
Offering (i) 682,873 Restricted Shares will be immediately eligible for future
sale, subject to all of the resale conditions imposed by Rule 144 other than the
holding period requirement, (ii) 1,887,473 Restricted Shares will be immediately
eligible for future sale,

10
<PAGE> 12

without regard to the volume or notice requirements imposed by Rule 144, and
(iii) 1,229,357 Restricted Shares will be eligible for future sale subject to
the holding period and all other conditions imposed by Rule 144.

After this Offering, certain holders of 3,799,703 shares of Common Stock
are entitled to certain rights with respect to the registration of such shares
for resale under the Act. If such holders, by exercising their registration
rights, cause a large number of shares to be registered and sold in the public
market, such sales could have an adverse effect on the market price of the
Common Stock. These rights may not be exercised prior to the expiration of 180
days from the date of this Prospectus.

The Company and each Selling Stockholder have agreed with the Underwriters
not to offer for sale, sell or otherwise dispose of (directly or indirectly) any
shares of Common Stock for a period of 180 days from the date of this Prospectus
(the "180 Day Lockup") without the prior written consent of EVEREN Securities,
Inc.; provided, however, that Company may, subject to certain limitations, issue
and sell shares of Common Stock in connection with acquisitions. In addition,
stockholders of the Company who are also directors or employees have agreed to
the same restrictions for a period of 90 days from the date of this Prospectus
(the "90 Day Lockup"). Accordingly, of the 3,799,703 Restricted Shares
approximately 2,379,452 Restricted Shares will be subject to the 180 Day Lockup
and 1,420,251 Restricted Shares will be subject to the 90 Day Lockup. See
"Management -- Stock Option Plan," "Description of Capital Stock -- Registration
Rights," "Shares Eligible for Future Sale" and "Underwriting."

CONCENTRATION OF OWNERSHIP OF THE COMMON STOCK BY EXISTING STOCKHOLDERS

Upon completion of this Offering, the Company's existing stockholders
collectively will own beneficially 57.7% of the outstanding Common Stock (51.2%
if the Underwriters' over-allotment option is exercised in full). The Company's
four largest stockholders, Bradford, Bradford Investors, L.P. ("Bradford
Investors"), Overseas Equity Investors Partners, L.P. ("Overseas Equity
Investors") and Greenbay Ltd. ("Greenbay") (collectively, the "Principal
Stockholders"), will beneficially own in the aggregate 41.5% of the outstanding
Common Stock after completion of this Offering (35.1% if the Underwriters'
over-allotment option is exercised in full). Accordingly, should they decide to
act in concert with each other, the Principal Stockholders will continue to have
a substantial influence over the affairs of the Company, including the election
of the Company's directors, any amendment of the Company's Restated Certificate
of Incorporation and Restated Bylaws and any fundamental corporate transactions
involving the Company. The stockholders of Greenbay are trusts established for
the benefit of the immediate family of Maurice Buckley, the Chief Executive
Officer, President and a director of the Company. See "Principal and Selling
Stockholders" and "Description of Capital Stock."

NO PRIOR PUBLIC MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to this Offering, there has been no public market for the Common
Stock and the Company is not certain that an active public market for the Common
Stock will develop or be sustained after this Offering. Since the initial public
offering price has been determined by negotiations among the Company, the
Selling Stockholders and the Underwriters, it is not necessarily indicative of
the market price at which the Common Stock will trade after this Offering. See
"Underwriting."

Certain events, such as announcements by the Company, or its competitors or
suppliers, or unexpected variances in the Company's financial results, could
cause the market price of the Common Stock to fluctuate substantially. The
realization of any of the risks described herein could also have a dramatic and
adverse impact on the market price. Broad market fluctuations or perceptions
regarding the Company's industry, as well as general economic or political
conditions, may also adversely affect the market price of the Common Stock. In
addition, the market prices for securities of newly issued companies generally
have been more volatile than the overall market and the overall market has
experienced significant price and volume fluctuations that are often unrelated
to the operating performance of particular companies. See "Underwriting."

11
<PAGE> 13

DILUTION

Purchasers of shares of Common Stock offered hereby will experience
immediate and substantial dilution in the net tangible book value of their
investment from the initial public offering price. All stockholders of the
Company will experience additional dilution upon the exercise of outstanding
options to purchase Common Stock. See "Dilution."

ABSENCE OF DIVIDENDS

The Company has never declared or paid cash dividends on its Common Stock
and does not anticipate paying any cash dividends in the foreseeable future. The
Company currently intends to retain future earnings, if any, to fund the
development and growth of its business. Any future determination to pay cash
dividends will be at the discretion of the Board of Directors and will be
dependent upon the Company's financial condition, operating results, capital
requirements, applicable contractual restrictions and such other factors as the
Board of Directors may deem relevant. See "Dividend Policy."

POSSIBLE ISSUANCE OF PREFERRED STOCK

Shares of preferred stock may be issued by the Company in the future
without stockholder approval and, subject to certain limitations imposed by
applicable law, upon such terms as the Board of Directors may determine. The
rights of the holders of the Common Stock will be subject to, and may be
adversely affected by, the rights of the holders of any preferred stock that may
be issued in the future. The issuance of preferred stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from acquiring, a majority of the
outstanding stock of the Company and potentially prevent the payment of a
premium to stockholders in an acquisition transaction. There are no shares of
preferred stock outstanding and the Company has no present plans to issue any
shares of preferred stock. See "Description of Capital Stock -- Preferred
Stock."

FORWARD-LOOKING STATEMENTS

With the exception of historical information, the matters discussed in this
Prospectus may include forward- looking statements that involve risks and
uncertainties. While forward-looking statements are sometimes presented with
numerical specificity, they are based on a variety of assumptions made by
management regarding future circumstances over which the Company may have little
or no control. A number of important factors, including those identified in this
section as well as factors discussed elsewhere in this Prospectus, could cause
the Company's actual results to differ materially from those in the
forward-looking statements. Actual results may differ from forward-looking
results for a number of reasons, including the following: (i) changes in world
economic conditions generally, (ii) changes in customer demand as they affect
net sales and product mix, (iii) competitive factors, (iv) changes in operating
costs, (v) the effects of unplanned work stoppages, (vi) changes in cost of
labor and benefits, (vii) the successful execution of the Company's strategy,
and (viii) unanticipated litigation, claims or assessments.

12
<PAGE> 14

USE OF PROCEEDS

The net proceeds to the Company from the sale of 1,600,000 shares of Common
Stock offered hereby at an assumed initial public offering price of $
per share are estimated to be $ million after deducting underwriting
discounts and commissions and estimated Offering expenses.

The Company intends to use the net proceeds from this Offering to repay the
entire outstanding balance under its revolving line of credit (approximately
$5.4 million as of November 30, 1997) and prepay an aggregate of $12.6 million
of term debt. As of November 30, 1997, the Company had an aggregate of $18.6
million in outstanding term debt with its primary lender with maturities ranging
from September 2003 to January 2004. Of the term debt expected to be repaid from
the proceeds of this Offering, approximately $7.5 million bears interest at the
rate of 6.7% and is due in September 2003, approximately $1.7 million bears
interest at the rate of 6.4% and is due in September 2004, approximately $2.1
million bears interest at the rate of 6.4% and is due in July 2004 and
approximately $1.3 million bears interest at the rate of 6.7% and is due in
January 2004. Each of the foregoing variable rates was as of December 5, 1997.
The portion of the proceeds from this Offering not used to repay debt, if any,
will be used for working capital and other general corporate purposes.

While the Company expects to use substantially all of the net proceeds from
this Offering to repay indebtedness, the Company is permitted to use its credit
facility for a number of purposes, including to finance acquisitions. In
particular, the Company has an aggregate of $45.0 million available under its
revolving credit facility, including a $15.0 million revolving line of credit
available for working capital purposes and a $30.0 million revolving line of
credit available for acquisitions and equipment purchases. See "Management's
Discussion and Analysis of Financial Condition and Operating
Results -- Liquidity and Capital Resources."

Pending the proposed uses, the net proceeds of this Offering will be
invested in short-term, investment-grade, interest-bearing securities.

DIVIDEND POLICY

The Company has not declared or paid any cash dividends on its Common Stock
and does not anticipate paying any cash dividends in the foreseeable future. The
Company currently intends to retain future earnings, if any, to fund the
development and growth of its business. Any future determination to pay cash
dividends will be at the discretion of the Board of Directors and will be
dependent upon the Company's financial condition, operating results, capital
requirements, applicable contractual restrictions and such other factors as the
Board of Directors deems relevant. The Company's current credit facility
contains certain limitations on the payment of dividends.

13
<PAGE> 15

CAPITALIZATION

The following table sets forth the cash and total capitalization of the
Company as of September 30, 1997, and as adjusted to reflect the issuance and
sale of the 1,600,000 shares of Common Stock offered by the Company hereby (at
an assumed initial public offering price of $ per share) and the
anticipated use of the net proceeds therefrom. This table should be read in
conjunction with the Consolidated Financial Statements of the Company and the
Notes thereto and other financial information included elsewhere in this
Prospectus. See "Use of Proceeds."

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1997
--------------------------
ACTUAL AS ADJUSTED(1)
------- --------------
($ IN THOUSANDS)
<S> <C> <C>
Cash................................................................ $ 1,430 $
======= =======
Long-term debt (2).................................................. $24,999 $ 6,999
------- -------
Stockholders' equity:
Preferred Stock, $.01 par value; 10,000,000 shares authorized,
no shares issued and outstanding............................... -- --
Common Stock, $.01 par value; 42,000,000 shares authorized,
4,999,703 shares issued and outstanding; 6,599,703 shares
issued and outstanding,
as adjusted (3)................................................ 50 66
Additional paid-in capital..................................... 24,838
Loans to stockholders............................................. (1,014) (1,014)
Foreign currency translation adjustment........................... (225) (225)
Retained earnings................................................. 10,059 10,059
------- -------
Total stockholders' equity........................................ 33,708
------- -------
Total capitalization........................................... $58,707
======= =======
</TABLE>

- ---------------

(1) Adjusted to reflect the sale by the Company of 1,600,000 shares of Common
Stock (at an assumed initial public offering price of $ per share)
and the anticipated use of the net proceeds therefrom. See "Use of
Proceeds."

(2) Long term debt includes current and long term portions of bank debt,
capitalized lease obligations, and subordinated notes payable issued in
connection with acquisitions.

(3) Excludes 399,911 shares of Common Stock issuable upon the exercise of
options outstanding as of September 30, 1997 under the Stock Option Plan at
a weighted average exercise price of $4.39 per share and 305,089 shares
reserved for future grants under the Stock Option Plan. Upon the completion
of this Offering, options to purchase a total of 222,047 shares of Common
Stock will be immediately exercisable. See "Management-Stock Option Plan."

14
<PAGE> 16

DILUTION

As of September 30, 1997, the Company had a net tangible book value of
approximately $24.7 million or $4.93 per share of Common Stock. Net tangible
book value per share of Common Stock represents the amount of the Company's
total assets less deferred financing costs and the excess of cost over fair
value of net assets acquired and its total liabilities, divided by the total
number of shares of Common Stock outstanding. Without taking into account any
changes in net tangible book value after September 30, 1997, other than to give
effect to the items described in Note 1 appearing immediately below the
following table, the pro forma net tangible book value of the Company as of
September 30, 1997 after giving effect to this Offering, would have been
approximately $ million or $ per share. This represents an
immediate increase in such pro forma net tangible book value of $ per
share to existing stockholders and an immediate dilution of $ per share
to investors purchasing Common Stock at the initial offering price in this
Offering. The following table illustrates this per share dilution in net
tangible book value:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share (1)............................ $
Net tangible book value per share before Offering............................ $4.93
Increase per share attributable to new investors.............................
-----
Pro forma net tangible book value per share after Offering.....................
-----
Per share dilution to new investors............................................ $
=====
</TABLE>

- ---------------

(1) Before deduction of underwriting discounts and commissions and other
Offering expenses to be paid by the Company.

The following table sets forth, on an adjusted basis as of September 30,
1997, the number of shares of Common Stock issued by the Company, the total
consideration paid and the average price per share paid upon original issuance
to stockholders prior to this Offering and by new investors in this Offering
before deduction of underwriting discounts and commissions and other Offering
expenses:

<TABLE>
<CAPTION>
AVERAGE
SHARES PURCHASED(1) TOTAL CONSIDERATION(2) PRICE
---------------------- ---------------------- ------------
NUMBER PERCENTAGE AMOUNT PERCENTAGE PER SHARE(3)
--------- ---------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Existing stockholders.................... 4,999,703 75.8% $ % $
New stockholders......................... 1,600,000 24.2% %
---------- ------ -------- ------ --------
Totals................................. 6,599,703 100%
</TABLE>

- ---------------

(1) Sales by the existing stockholders in this Offering will reduce the number
of shares they hold at September 30, 1997 to 3,799,703, or approximately
57.6% of the outstanding shares of Common Stock, and will increase the
number of shares held by new stockholders to 2,800,000, or approximately
42.4% of the outstanding shares of Common Stock.

(2) Before deduction of underwriting discounts and commissions and other
Offering expenses to be paid by the Company.

(3) The foregoing tables exclude 399,911 shares of Common Stock issuable upon
the exercise of options outstanding as of September 30, 1997 under the Stock
Option Plan at a weighted average exercise price of $4.39 per share and
305,089 shares reserved for future grants under the Stock Option Plan. See
"Management -- Stock Option Plan." Upon the completion of this Offering,
options to purchase a total of 222,047 shares of Common Stock will be
immediately exercisable. To the extent that these and other options are
exercised, there will be further dilution to new investors.

15
<PAGE> 17

SELECTED CONSOLIDATED FINANCIAL DATA

(IN THOUSANDS EXCEPT SHARE AND PER SHARE INFORMATION)

The following table presents selected consolidated financial data for the
Company and the Predecessor. The income statement data for the Predecessor for
the period from January 1, 1994 to July 24, 1994 and for the Company and its
subsidiaries for the period from July 25, 1994 to December 31, 1994 and for the
years ended December 31, 1995 and 1996 have been derived from the audited
Consolidated Financial Statements included elsewhere in this Prospectus. The
Income Statement Data for the Predecessor for the years ended December 31, 1992
and 1993 were derived from audited financial statements not included in this
Prospectus. The selected consolidated financial data set forth below should be
read in conjunction with Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Consolidated Financial Statements
included elsewhere in this Prospectus.

The selected consolidated financial data for the nine months ended September
30, 1996 and 1997 have been derived from the Company's unaudited consolidated
financial statements. In the opinion of management, the unaudited consolidated
financial statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position,
results of operations and cash flows as of and for the nine months ended
September 30, 1996 and 1997. The results of operations for the nine months ended
September 30, 1997 are not necessarily indicative of the results of operations
that may be realized for the entire year.

<TABLE>
<CAPTION>
THE COMPANY
THE PREDECESSOR (1) ------------------------------------------------------------------
------------------------------
JAN. 1 JULY 25
YEAR ENDED THROUGH THROUGH YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, JULY 24, DEC. 31, DECEMBER 31, SEPTEMBER 30,
------------------ -------- ---------- ------------------------ ------------------------
1992 1993 1994 1994 1995 1996 1996 1997
------- ------- -------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME
STATEMENT
DATA:
Net sales...... $24,492.. $25,671 $ 14,518 $ 13,299 $ 44,492 $ 53,708 $ 40,098 $ 68,566
Cost of
sales......... 17,007 17,956 10,032 9,045 31,677 37,939 28,317 46,144
Gross profit... 7,485.. 7,715 4,486 4,254 12,815 15,769 11,781 22,422
Selling,
general,
administrative
and other
expenses...... 5,659.. 6,595 4,254 2,939 9,269 11,645 8,546 15,924
Income from
operations
before gain on
fire (2)...... 1,826 1,120 232 1,315 3,546 4,124 3,235 6,498
Gain on fire
(2)........... -- -- -- -- 1,300 3,321 3,091 255
Income from
operations.... 1,826 1,120 232 1,315 4,846 7,445 6,326 6,753
Interest income
(expense)
net........... (303) (376) (257) (355) (979) (1,100) (834) (1,237)
------- ------- ------- ---------- ---------- ---------- ---------- ----------
Income (loss)
before
taxes......... 1,523.. 744 (25) 960 3,867 6,345 5,492 5,516
Income taxes
(benefit)..... 622.... 454 (10) 352 1,546 2,601 2,119 2,131
------- ------- ------- ---------- ---------- ---------- ---------- ----------
Net income
(loss)........ $901.... $ 290 $ (15) $ 608 $ 2,321 $ 3,744 $ 3,373 $ 3,385
======= ======= ======= ========== ========== ========== ========== ==========
Net income
(loss) before
gain on fire
(2)(3)........ $ 901 $ 290 $ (15) $ 608 $ 1,541 $ 1,784 $ 1,474 $ 3,229
------- ------- ------- ---------- ---------- ---------- ---------- ----------
Net income per
common share
before gain on
fire (2)(3)... .27 .41 .40 .34 .65
Net income per
common
share......... .27 61 .85 .78 .68
Shares used in
computation of
net income per
common
share......... 2,260,655 3,800,610 4,427,775 4,349,789 4,995,649
Supplemental
earnings per
share (4)..... .78 .71 .62
Supplemental
shares used in
calculating
supplemental
earnings per
share(4)...... 5,281,017 5,203,031 6,072,825
OTHER DATA:
Capital
expenditures... $ 1,300 $ 1,275 $ 880 $ 941 $ 4,504 $ 7,095 $ 3,561 $ 5,270
Depreciation
and
amortization... 962 1,054 700 397 1,365 1,835 1,334 2,259
EBITDA before
gain on fire
(2)(5)........ 2,788 2,174 932 1,712 4,911 5,959 4,569 8,757
Cash flows
from:
Operating
activities... 2,218 669 742 362 2,357 4,986 2,448 3,214
Investing
activities... (1,921) (1,271) (880) (16,047) (9,221) (8,159) (4,644) (13,514)
Financing
activities... (253) 527 171 15,812 7,012 4,279 2,641 10,380
</TABLE>

<TABLE>
<CAPTION>
THE PREDECESSOR THE COMPANY
------------------ -----------------------------
DECEMBER 31, SEPTEMBER 30,
--------------------------------------------------- --------------------
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash............................................... $ 120 $ 46 $ 120 $ 260 $ 1,485 $ 783 $ 1,430
Working capital.................................... 121 1,082 1,806 5,605 10,324 9,481 14,305
Total assets....................................... 13,423 14,683 23,248 38,394 54,227 48,838 83,251
Total long-term debt, less current portion......... 919 2,260 8,706 10,420 15,014 13,316 21,555
Total debt......................................... 3,101 4,723 9,517 13,602 17,249 15,269 24,999
Total liabilities.................................. 8,605 9,590 16,191 23,391 31,376 26,641 49,543
Total stockholders' equity......................... 4,818 5,093 7,057 15,003 22,851 22,197 33,708
</TABLE>

- ---------------

(1) On July 25, 1994, the Company acquired the Predecessor. Accordingly, certain
information provided for the years ended December 31, 1992 and 1993 and the
period ended July 24, 1994, is not comparable to the Income Statement and
Balance Sheet Data of the Company due to the effects of certain purchase
accounting adjustments affecting post-

16
<PAGE> 18

acquisition periods. Predecessor information is based on the Predecessor's
historical costs, whereas the Company's information reflects a new cost
basis as a result of the acquisition of the Predecessor.

(2) During 1995, the Company's facility in Roselle, New Jersey sustained major
damage from a fire. Insurance proceeds received in excess of the carrying
value of the destroyed facility and machinery and equipment and related
expenses, as well as business interruption coverage were recognized in
income in the third quarter of 1995 and each subsequent quarter through the
first quarter of 1997 as these amounts were settled with the Company's
insurance carrier.

(3) Represents net income less gain on fire including an estimated tax effect
using the Company's effective tax rate for the respective periods and
therefore is not presented in accordance with GAAP.

(4) Adjusted to give effect as of January 1, 1996 to the sale of 1,600,000
Shares of Common Stock offered by the Company hereby and the anticipated use
of net proceeds therefrom. See "Use of Proceeds."

(5) "EBITDA before gain on fire" is defined by the Company as income from
operations before gain on fire plus depreciation and amortization. EBITDA
does not represent and should not be considered an alternative to net income
or cash flow from operations as determined by GAAP and the Company's
calculation thereof may not be comparable to that reported by other
companies. The Company believes that it is widely accepted that EBITDA
provides useful information regarding a company's ability to service and/or
incur indebtedness.

17
<PAGE> 19

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in connection with the information
contained in the Consolidated Financial Statement and notes thereto appearing
elsewhere in this Prospectus. This Prospectus contains forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ materially from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, those discussed in "Risk Factors."

OVERVIEW

The Company's targeted markets include: OEMs; flexible and carton packaging
companies; corrugated container companies; decorative product manufacturers;
paper manufacturers; newspaper publishers; and commercial printers. The Company
has maintained long standing relationships with its customers as a result of its
excellent technical capabilities, commitment to outstanding product quality and
customer service, and long operating history. The name "Pamarco" is well
respected in the industry. For the nine month period ended September 30, 1997,
approximately 63% of the Company's net sales were generated from replacement
product sales and services such as the re-engraving of rolls, remanufacturing of
printing presses and the refurbishment of narrow-width rubber rolls. For the
same period, a majority of the Company's sales were to existing customers or new
customers that had purchased graphic arts systems manufactured by the Company's
OEM customers. In addition to existing applications of the Company's products,
computerized graphic technologies are generating new applications for graphic
arts systems ranging from special run newspapers and inserts, to the development
of enhanced consumer packaging and to the greater proliferation of advertising
and promotional materials.

The Company was formed by an investment group led by Bradford and the
senior management of Pamarco. Pamarco had revenues of approximately $25.7
million in its fiscal year prior to the acquisition. Since its acquisition of
Pamarco, the Company has completed the acquisition of four additional businesses
which had combined net sales of $39.3 million in their respective last fiscal
years prior to the acquisitions. Through its acquisitions and internally
generated growth, the Company's net sales and income from operations before the
gain on fire for the twelve month period ending September 30, 1997 were $82.2
million and $7.3 million, respectively. The Company's acquisitions have been
accounted for under the purchase method of accounting and are included in the
Company's consolidated income statements for the periods subsequent to the
effective dates of the acquisitions. The Company regularly reviews various
strategic acquisition opportunities and periodically engages in discussions
regarding possible transactions.

The Company's operations have generated net sales from services provided to
engrave, plate, coat or refurbish the anilox, embossing, gravure and rubber
rolls used in graphic arts equipment. The length of time required to provide its
services range from several months to engrave large embossing rolls, several
weeks to engrave anilox rolls and several days to engrave and refurbish gravure
and rubber rolls. In providing these services, the Company coordinates with its
customers to create the tooling necessary for embossing patterns, the graphic
designs used to electronically engrave gravure rolls, the print needs to
determine the appropriate ink application rate for chrome-plated electronic,
mechanical or ceramic laser engraved anilox rolls in

18
<PAGE> 20

flexographic presses and the size, tolerance and durability characteristics of
the rubber rolls required for offset applications. In addition, the Company's
European operations manufacture flexographic polymer plates and resells
flexographic supplies. As a result of all of its services, the Company develops
an ongoing understanding of its customers manufacturing processes and becomes a
key technical participant in their manufacturing process. The Company, however,
does not assume ownership of its customer's rolls while performing
remanufacturing services.

The Company has extended its offset press remanufacturing capability to the
design and manufacture of new single-width offset presses and related folders,
and envelope presses and dampening units. Single-width offset presses typically
consist of several press units in a complete printing line, therefore, the
Company works with its customers in designing the appropriate configuration of
the complete line. Complete press production can range from one to several
months. The Company manufactures its single-width presses and folder systems to
its customers' specifications and does not manufacture these systems on a
speculative basis.

As a result of the Company's acquisitions, and the effect of purchase
accounting adjustments made as a result thereof, and the effect of the timing of
the Company's shipments and installations of products with longer lead times and
the associated recognition of revenues and profits derived therefrom, the
Company believes that period-to-period comparisons of its operating results are
not necessarily comparable or indicative of operating results for current or
future periods.

ACQUISITION TRANSACTIONS

Pamarco. In July 1994, the Company acquired all of the outstanding capital
stock of Pamarco from a subsidiary of Smurfit International, B.V. for $9.4
million in cash and the right to receive additional consideration upon the
achievement of certain aggregate pre-tax earnings during the five year period
following the acquisition. Pamarco had revenues of approximately $25.7 million
in its fiscal year prior to the acquisition. To finance the cash portion of the
purchase price, the Company sold 1,635,600 shares of Common Stock to Bradford,
Overseas Equity Investors, a group of investors assembled by Bradford (Bradford,
Overseas Equity Investors and such group of investors are collectively referred
to as the "Initial Stockholders") and senior management of Pamarco and its
subsidiary and borrowed $2.4 million from a commercial bank.

Dauphin. In January 1995, the Company, through its wholly-owned subsidiary,
Dauphin Graphic Machines, Inc. ("Dauphin"), acquired substantially all of the
assets of Ashcon, Inc. ("Ashcon"), a corporation owned by Christopher J. Lunt,
now an executive officer of the Company, and his wife for $4.3 million in cash,
the assumption of $2.2 million in liabilities of Ashcon, the issuance of a $1.0
million subordinated promissory note, and the right to receive additional
consideration upon the achievement of certain aggregate pre-tax earnings during
the three year period following the acquisition. Ashcon had revenues of
approximately $8.5 million in its fiscal year prior to the acquisition. To
finance the cash portion of the purchase price and certain planned research and
development activities, the Company sold 1,275,627 shares of Common Stock to the
Initial Stockholders, Mr. Lunt and certain other managers of Ashcon.

Qualtech. In June 1995, the Company, through its European subsidiary,
acquired all of the outstanding capital stock of Qualtech Holdings Ltd.
("Qualtech") from Greenbay and Terence Ford, now an executive officer of the
Company, for $1.2 million in cash, the issuance of a $289,000 subordinated
promissory note, the issuance of 176,250 shares of Common Stock to Greenbay and
Mr. Ford and the right to receive additional consideration upon the achievement
of certain aggregate pre-tax earnings during the three year period following the
acquisition. On August 31, 1996, the Company issued 51,968 shares of Common
Stock in exchange for the promissory note. Qualtech had revenues of
approximately $3.6 million in its fiscal year prior to the acquisition. To
finance the cash portion of the purchase price, the Company borrowed $1.3
million from a commercial bank.

Armotek. In April 1996, the Company acquired all of the outstanding capital
stock of Armotek Industries, Inc. ("Armotek") from E. Hugh Schneider and Dennis
E. Andersen, now an executive officer of the Company, for $1.1 million in cash,
the issuance of 18,076 shares of Common Stock to Mr. Schneider and Mr. Andersen,
and the right to receive additional consideration upon the achievement of
certain aggregate

19
<PAGE> 21

pre-tax income during the 32 month period following the acquisition. Armotek had
revenues of approximately $7.3 million for the fiscal year immediately prior to
its acquisition by the Company. To finance the cash portion of the purchase
price, the Company sold 612,831 shares of Common Stock to certain of the Initial
Stockholders.

Diamond. In January 1997, the Company acquired all of the outstanding
capital stock of Diamond Holding Corporation ("Diamond") from Max Gysin, now an
executive officer of the Company, for $8.5 million in cash, the issuance of a
$1.0 million subordinated promissory note and the issuance of 78,333 shares of
Common Stock to Mr. Gysin, plus the right to receive additional consideration
upon the achievement of certain aggregate pre-tax income during the two year
period following the acquisition. Diamond had revenues of approximately $19.9
million in its fiscal year prior to the acquisition. To finance the cash portion
of the purchase price, to repay all of Diamond's bank debt and to fund certain
capital expenditures, the Company sold 855,019 shares of Common Stock to certain
of the Initial Stockholders and borrowed approximately $7.5 million from its
primary lender.

RESULTS OF OPERATIONS

ACCOUNTING POLICIES AND INTER-PERIOD COMPARABILITY OF RESULTS

The Company recognizes net sales upon the shipment of its products or, if
applicable, the installation of its products at the customer's facility. Cost of
sales consists of direct labor (machinists and mechanics), indirect labor
(maintenance, shipping, receiving), direct materials, and plant overhead.
Selling, general and administrative expenses include salaries of sales persons
and support staff, research and development costs, accounting and administrative
costs, commissions paid, amortization of goodwill and management fees. The
Company accrues for any contingent payment obligations relating to its
acquisitions upon determining that such payment has become probable and can be
reasonably estimated.

Since its acquisition of Pamarco, the Company has completed the
acquisitions of four additional businesses with combined net sales of
approximately $39.3 million in the fiscal year prior to the acquisition by the
Company. The Company's acquisition transactions have been accounted for under
the purchase method of accounting and are included in the Company's consolidated
income statements for the periods subsequent to the effective dates of the
acquisitions.

GAIN ON FIRE

In August 1995, the Company's facility located in Roselle, New Jersey
sustained major fire-related damage. During the remainder of 1995, the Roselle
facility remained only partially operational and the Company utilized other
Company facilities, as well as those of third parties, to supplement the
production of this fire damaged facility. Included in the Company's income
statements for the years ended December 31, 1995 and 1996 and for the nine month
period ended September 30, 1996 are gains of approximately $700,000, $1.1
million and $1.3 million, respectively, which represent aggregate insurance
recoveries in excess of the carrying values of the building and machinery and
equipment associated with the Roselle facility and in excess of the expenses
incurred in restoring the facility. In addition, included in the Company's
income statements for the years ended December 31, 1995 and 1996 and for the
nine month periods ended September 30, 1996 and 1997 are gains of approximately
$600,000, $2.2 million, $1.8 million and $255,000, respectively, of business
interruption insurance recoveries. The restoration of the Roselle facility has
been completed with the installation of state-of-the-art plating equipment. The
Company will not receive any additional insurance proceeds in connection with
the fire.

20
<PAGE> 22

PERCENTAGE COMPARISON

The following table sets forth, for the periods indicated, selected income
statement data as a percentage of net sales:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
PERIOD JULY 25 DECEMBER 31, SEPTEMBER 30,
THROUGH --------------- ---------------
DEC. 31, 1994(1) 1995 1996 1996 1997
-------------------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net sales................................. 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit.............................. 32.0 28.8 29.4 29.4 32.7
Income from operations before gain on
fire.................................... 4.9 8.0 7.7 8.1 9.5
Gain on fire.............................. -- 2.9 6.2 7.7 .4
Income from operations.................... 4.9 10.9 13.9 15.8 9.8
Income before taxes....................... 7.2 8.7 11.8 13.7 8.0
Net income................................ 4.6 5.2 7.0 8.4 4.9
Net income before gain on fire............ -- 3.5 3.3 3.7 4.7
</TABLE>

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1997 TO NINE MONTHS ENDED
SEPTEMBER 30, 1996

NET SALES. The Company's net sales increased by $28.5 million, or 71.0%,
to $68.6 million for the nine
months ended September 30, 1997 compared to $40.1 million for the same prior
year period. Excluding the effects of acquisitions, which resulted in an
increase of $17.1 million in net sales during the period, the Company's net
sales increased by $11.4 million, or 28.4% from $40.1 million to $51.5 million
as a result of increased sales of new and existing products, approximately $9.4
million of which was from increased sales of single-width printing presses and
folders. The Company completed its acquisition of Diamond in January 1997 and
its acquisition of Armotek in April 1996.

GROSS PROFIT. The Company's gross profit increased by $10.6 million, or
90.3%, to $22.4 million for the nine months ended September 30, 1997 compared to
$11.8 million for the same prior year period. As a percentage of net sales,
gross profit increased to 32.7% for the nine months ended September 30, 1997
compared to 29.4% for the comparable period in 1996. The Company generally
attributes this improvement in gross profit as a percentage of net sales to
higher gross profits associated with sales of its single-width presses, improved
margins in overseas markets achieved through volume increases and cost
containment and the inclusion of the higher-margin Diamond business which was
acquired in January 1997.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $7.4 million, or 86.3%, to $15.9 million in
the nine months ended September 30, 1997 compared to $8.5 million for the same
prior year period. The aggregate increase was primarily the result of the
continued growth in the Company's business and the inclusion of the selling,
general and administrative expenses associated with acquired businesses. As a
percentage of revenues, these expenses increased to 23.2% from 21.3% which the
Company generally attributes to the higher selling and administrative cost
structure required for Diamond to serve seven regional markets.

INCOME FROM OPERATIONS BEFORE GAIN ON FIRE. The Company's income from
operations before gain on the fire at its Roselle, New Jersey facility increased
by $3.3 million, or 100.9%, to $6.5 million in the nine months ended September
30, 1997 compared to $3.2 million for the same prior year period.

NET INTEREST EXPENSE AND PROVISION FOR INCOME TAXES. Net interest expense
increased by $403,000, or 48.3%, to $1.2 million in the nine months ended
September 30, 1997 compared to $834,000 in the same prior year period, primarily
due to the acquisition financing of Diamond. The Company's effective tax rate
was 38.6% for the nine months ended September 30, 1997, compared to 38.6% in the
same prior year period.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995

NET SALES. The Company's net sales increased by $9.2 million, or 20.7%, to
$53.7 million for the year ended December 31, 1996 from $44.5 million for the
year ended December 31, 1995. Excluding the effects of

21
<PAGE> 23

acquisitions, which resulted in an increase of $4.4 million during the period,
the Company's net sales increased by $4.8 million, or 10.8% from $44.5 million
to $49.3 million as a result of increased sales of new and existing products.
The Company completed its acquisition of Armotek in April 1996 and its
acquisition of Qualtech in June 1995.

GROSS PROFIT. The Company's gross profit increased by $3.0 million, or
23.1%, to $15.8 million for the year ended December 31, 1996 from $12.8 million
for the year ended December 31, 1995. As a percentage of net sales, gross profit
increased to 29.4% in 1996 compared to 28.8% in 1995. The Company generally
attributes this improvement in gross profit as a percentage of net sales to a
change in the Company's product mix, mainly from the inclusion of
higher-margined Qualtech products and from sales of the Company's newly
introduced single-width presses.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $2.4 million, or 25.6%, to $11.6 million
for the year ended December 31, 1996 from $9.3 million for the year ended
December 31, 1995. The aggregate increase was primarily the result of the
continued growth of the Company's business and the inclusion of selling, general
and administrative expenses associated with acquired businesses. As a percentage
of revenues, these expenses increased to 21.7% from 20.8% which the Company
generally attributes to higher selling expenses associated with new products.

INCOME FROM OPERATIONS BEFORE GAIN ON FIRE. The Company's income from
operations before gain on the fire at its Roselle, New Jersey facility increased
by $578,000, or 16.3%, to $4.1 million in the year ended December 31, 1996
compared to $3.5 million for the same prior year period.

NET INTEREST EXPENSE AND PROVISION FOR INCOME TAXES. Net interest expense
increased by $121,000, or 12.4%, to $1.1 million for the year ended December 31,
1996 from $979,000 for the year ended December 31, 1995 primarily due to the
acquisition financing of Armotek. The Company's effective tax rate was 41.0% for
the year ended December 31, 1996 compared to 40.0% for the prior year period.
This increase is primarily attributable to a higher proportion of income in 1996
in the U.S., which is taxed at a higher rate than in the United Kingdom.

COMPARISON OF YEAR ENDED DECEMBER 31, 1995 TO PERIOD JULY 25, 1994 TO DECEMBER
31, 1994

The Company believes that the absolute increases in the operating data
described below is almost entirely attributable to the fact that 1995 included a
complete year of results, and therefore a comparison of absolute data for these
periods may not be meaningful.

NET SALES. The Company's net sales increased by $31.2 million, or 234.5%,
to $44.5 million for the year ended December 31, 1995 from $13.3 million for the
period July 25, 1994 to December 31, 1994. Excluding the effects of
acquisitions, which resulted in an increase of $14.0 million during the period,
the Company's net sales increased by $17.2 million, or 129.3% from $13.3 million
to $30.5 million. The Company completed its acquisition of Dauphin in January
1995 and its acquisition of Qualtech in June 1995.

GROSS PROFIT. The Company's gross profit increased by $8.6 million, or
201.2%, to $12.8 million for the year ended December 31, 1995 from $4.3 million
for the period July 25, 1994 to December 31, 1994. As a percentage of net sales,
gross profit decreased to 28.8% in 1995 compared to 32.0% in 1994. The Company
generally attributes this decline in gross profit as a percentage of net sales
to its acquisition of Dauphin, which had lower margins in its remanufacturing
business than the Company's existing business.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $6.3 million, or 215.4%, to $9.3 million
for the year ended December 31, 1995 from $2.9 million for the period July 25,
1994 to December 31, 1994. As a percentage of revenues, these expenses decreased
to 20.8% from 22.1% which the Company generally attributes to Dauphin's lower
selling, general and administrative cost structure.

INCOME FROM OPERATIONS BEFORE GAIN ON FIRE. The Company's income from
operations before gain on the fire at its Roselle, New Jersey facility increased
by $2.2 million, or 169.7%, to $3.5 million in the year ended December 31, 1995
compared to $1.3 million for the period July 25, 1994 to December 31, 1994.

22
<PAGE> 24

NET INTEREST EXPENSE AND PROVISION FOR INCOME TAXES. Net interest expense
increased by $624,000, or 175.8%, to $979,000 for the year ended December 31,
1995 from $355,000 for the period July 25, 1994 to December 31, 1994. The
Company's effective tax rate was 40.0% for the year ended December 31, 1995
compared to 36.6% in the period July 25, 1994 to December 31, 1994. This
increase is primarily attributable to a higher proportion of income in 1995 in
the U.S., which is taxed at a higher rate than in the United Kingdom.

23
<PAGE> 25

UNAUDITED QUARTERLY RESULTS

Set forth below are selected unaudited financial statements of operations
data for the last eleven fiscal quarters of the Company. In Management's
opinion, the results below have been prepared on the same basis as the audited
financial statements contained herein and include all material adjustments,
consisting of only normal recurring adjustments necessary for a fair
presentation of the information for the periods when read in conjunction with
the Consolidated Financial Statements of the Company and Notes thereto contained
elsewhere in this Prospectus.

Quarterly results are affected by timing of acquisitions and the shipment
or installation of single-width presses and may also be affected by fourth
quarter holiday-related plant closings. Accordingly, the Company believes that
quarter-to-quarter comparison of its operating results are not necessarily
compatible or indicative of operating results for current or future quarters.

QUARTERLY INCOME STATEMENT DATA
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------------------------------------------------------------------------------------
MAR. 31 JUN. 30 SEP. 30 DEC. 31 MAR. 31 JUN. 30 SEP. 30 DEC. 31 MAR. 31 JUN. 30 SEP. 30
1995(1) 1995(2) 1995 1995 1996 1996(3) 1996 1996 1997(4) 1997 1997
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales........... $9,960 $10,463 $11,274 $12,795 $11,797 $14,262 $14,014 $13,635 $22,990 $22,464 $23,112
Cost of sales....... 6,978 7,363 8,266 9,070 8,221 10,128 9,982 9,608 15,608 14,984 15,552
------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Gross profit........ 2,982 3,100 3,008 3,725 3,576 4,134 4,032 4,027 7,382 7,480 7,560
Selling, general,
administrative
and other
expenses........ 1,940 2,110 2,437 2,782 2,754 2,783 2,870 3,238 5,041 5,574 5,309
------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Operating income
before gain on
fire............ 1,042 990 571 943 822 1,351 1,162 789 2,341 1,906 2,251
Gain on fire...... -- -- 296 1,004 800 1,804 487 230 255 -- --
------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Operating income.... 1,042 990 867 1,947 1,622 3,155 1,649 1,019 2,596 1,906 2,251
Interest
expense -- net.... (217) (221) (268) (273) (283) (283) (270) (264) (405) (401) (431)
------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income before
taxes............. 825 769 599 1,674 1,339 2,872 1,379 755 2,191 1,505 1,820
Income taxes........ 439 410 352 345 553 1,081 610 357 868 580 683
------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net income.......... $ 386 $ 359 $ 247 $ 1,329 $ 786 $ 1,791 $ 769 $ 398 $ 1,323 $ 925 $ 1,137
====== ======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Net income before
gain on fire...... $ 386 $ 359 $ 70 $ 726 $ 298 $ 691 $ 515 $ 280 $ 1,167 $ 925 $ 1,137
====== ======= ======= ======= ======= ======= ======= ======= ======= ======= =======
AS A PERCENTAGE OF
NET SALES:
Net sales........... 100.0 % 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales....... 70.0 70.4 73.3 70.9 69.7 71.0 71.2 70.5 67.9 66.7 67.3
------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Gross profit........ 30.0 29.6 26.7 29.1 30.3 29.0 28.8 29.5 32.1 33.3 32.7
Selling, general,
administrative
and other
expenses........ 19.5 20.2 21.6 21.7 23.3 19.5 20.5 23.8 21.9 24.8 23.0
------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Operating income
before gain on
fire............ 10.5 9.4 5.1 7.4 7.0 9.5 8.3 5.7 10.2 8.5 9.7
Gain on fire...... -- -- 2.6 7.8 6.8 12.6 3.5 1.7 1.1 -- --
------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Operating income.... 10.5 9.4 7.7 15.2 13.8 22.1 11.8 7.4 11.3 8.5 9.7
Interest
expense -- net.... (2.2) (2.1) (2.4) (2.1) (2.4) (2.0) (1.9) (1.9) (1.8) (1.8) (1.9)
------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income before
taxes............. 8.3 7.3 5.3 13.1 11.4 20.1 9.9 5.5 9.5 6.7 7.8
Income taxes........ 4.4 3.9 3.1 2.7 4.7 7.5 4.4 2.6 3.8 2.6 2.9
------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net income.......... 3.9 3.4 2.2 10.4 6.7 12.6 5.5 2.9 5.7 4.1 4.9
====== ======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Net income before
gain on fire...... 3.9 3.4 0.6 5.7 2.5 4.9 3.7 2.1 5.1 4.1 4.9
====== ======= ======= ======= ======= ======= ======= ======= ======= ======= =======
</TABLE>

- ---------------

(1) Reflects the acquisition of Dauphin in January 1995.

(2) Reflects the acquisition of Qualtech in June 1995.

(3) Reflects the acquisition of Armotek in April 1996.

(4) Reflects the acquisition of Diamond in January 1997.

24
<PAGE> 26

LIQUIDITY AND CAPITAL RESOURCES

Cash was $1.4 million at September 30, 1997. Cash flow generated by
operations was $2.4 million in 1995, $5.0 million in 1996 and $3.2 million in
the nine months ended September 30, 1997. The Company's primary uses of cash in
investing activities were for the acquisitions of businesses and amounted to
$5.4 million in 1995, $1.1 million in 1996 and $13.5 million for the nine months
ended September 30, 1997. The Company primarily funded its uses of cash in 1995,
1996 and 1997 from proceeds received from the issuance of $4.3 million of Common
Stock in January 1995, $3.4 million of Common Stock in April 1996 and $7.4
million of Common Stock through August 1997 and from borrowings under the
Company's credit facility. See "Certain Transactions."

The Company's business is capital intensive and capital expenditures in any
given year can be significant. Capital expenditures amounted to $4.5 million in
1995, $7.1 million in 1996, and $5.3 million for the nine months ended September
30, 1997. Capital expenditures in the first nine months of 1997 included
expenditures of $0.6 million associated with the finalization of the
reconstruction of the Roselle, NJ facility and the installation of
state-of-the-art plating equipment. In addition, the cost to replace other plant
and equipment damaged or destroyed in the fire totaled $1.2 million in 1995 and
$2.8 million in 1996. The Company does not believe that it will have to commit
any material resources to update its information systems in anticipation of the
year 2000, since a majority of its existing systems are compatible with the year
2000.

The Company currently has a $15.0 million revolving line of credit with its
primary lender available for working capital purposes, of which approximately
$5.4 million was outstanding as of November 30, 1997. This credit facility
expires on the third anniversary of the date of this Prospectus .The Company
intends to repay the entire outstanding amount under this facility with a
portion of the net proceeds of this Offering. The Company also has a $30.0
million revolving line of credit with its primary lender available for
acquisitions and equipment purchases. Amounts outstanding under these revolving
lines of credit bear interest on a variable basis, generally, at the Company's
option, at the lender's prime rate or other short-term rates (6.7% as of
December 5, 1997). The Company may use this acquisition line to finance any
acquisition it deems appropriate, provided that (i) no default or event of
default exists or would result from the consummation of such acquisition, (ii)
the Company demonstrates, on a pro forma basis, that it will remain in
compliance with all covenants under the credit facility during the two year
period following such consummation and (iii) satisfactory asset and
environmental audits are obtained. Each advance made to the Company under the
acquisition and equipment line generally, at the Company's option, must be
either repaid in full prior to the first anniversary date of such advance or be
converted to a term loan having a fully-amortizing term of not greater than
seven years. The Company may select a fixed interest rate acceptable to the
lender upon conversion of any such advance to a term loan. The Company has no
present commitments with respect to any acquisition. The Company is required to
comply with certain financial and other covenants under both of its credit
facilities. See "Use of Proceeds."

The Company may be required to make additional purchase consideration
payments of up to $5.5 million through the year 2001 contingent upon the
achievement of certain operating results through fiscal 1999. The maximum
payments that may be required in fiscal 1998, 1999, 2000 and 2001 are $300,000,
$1.7 million, $2.2 million and $1.3 million, respectively. Based on the
operating results of Dauphin through September 30, 1997, it is probable that
Dauphin will meet the contingent payment targets. Therefore, the Company has
recorded a liability and a corresponding increase to goodwill in the amount of
$1.0 million for the contingent purchase price. Such amounts are reflected in
the September 30, 1997 balance sheet as current and long-term liabilities. See
Note 1 to the Consolidated Financial Statements.

In the absence of any significant acquisitions, the Company currently
anticipates that the net proceeds received by the Company from this Offering
together with amounts expected to be available under lines of credit, cash
generated from operations and existing cash balances will be sufficient to
satisfy its operating cash needs through at least December 31, 1998. The Company
believes that additional bank credit would be available to fund such operating
and capital requirements if its cash needs expand more rapidly than expected. In
addition, the Company could consider seeking additional equity financing to fund
future growth

25
<PAGE> 27

opportunities. No assurance can be given, however, that such bank credit or debt
or equity financing will be available to the Company on terms and conditions
acceptable to the Company, if at all.

RECENTLY ISSUED ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board issued SFAS No.
128 "Earnings Per Share," which is effective for financial statement periods
beginning after December 15, 1997. This statement simplifies the standards for
computing earnings per share ("EPS") and makes them comparable to international
EPS standards. SFAS No. 128 replaces the standards for computing and presenting
EPS found in Accounting Principles Board Opinion No. 15 "Earnings per Share"
("APB 15"). SFAS 128 requires dual presentation of basic (which replaces the APB
15's primary EPS) and diluted EPS on the face of the income statement for all
entities with complex capital structures. The Company believes that the
standard, when adopted, will not materially affect results differently than
currently reported.

26
<PAGE> 28

BUSINESS

OVERVIEW

The Company believes that it is currently one of the top suppliers across
most of its principal product offerings within the markets it serves. The
Company's operations are conducted through its five operating subsidiaries from
13 facilities located in 10 states in the U.S. and three facilities located in
the United Kingdom. Through these facilities, the Company has established a
strong presence throughout the U.S. and Europe. For the nine month period ended
September 30, 1997, the Company generated approximately 28.4% of its net sales
from markets outside the U.S. and the Company believes that there is a
significant opportunity to continue increasing its international sales. The
Company has experienced significant growth, with net sales increasing 20.7% from
$44.5 million for the fiscal year ended December 31, 1995 to $53.7 million for
the fiscal year ended December 31, 1996 and 71.0% from $40.1 million for the
nine months ended September 30, 1996, to $68.6 million for the nine months ended
September 30, 1997. Excluding the effect of business acquisitions, the Company's
net sales increased 10.8% and 28.4%, respectively, over the same periods.

The Company was formed in July 1994 by an investment group led by Bradford
and senior management to purchase all of the outstanding capital stock of
Pamarco, from a subsidiary of Smurfit International, B.V. Pamarco was primarily
engaged in the engraving, re-engraving and manufacturing of anilox and embossing
rolls. In acquiring Pamarco, Bradford and management sought to use the Company
as a platform to consolidate the highly fragmented and large supplier base to
graphic arts systems operators and manufacturers by capitalizing on Pamarco's
industry reputation, management experience and distribution capabilities.
According to the U.S. Department of Commerce, shipments of equipment
manufactured in the U.S. and used in the printing trades for foreign and
domestic uses was approximately $3.2 billion in 1995. In addition to the
significant growth potential as an industry consolidator, the Company believes
that it will benefit from the significant trends currently affecting its
markets, including the increasing preference of its customers to do business
with a smaller number of better capitalized, more sophisticated suppliers who
can offer a wider variety of products and services. Since its acquisition of
Pamarco, the Company has completed the acquisitions of four additional
businesses which offer products and services that complement those of Pamarco
and enhance its ability to serve its targeted markets. See "Management's
Discussion and Analysis of Financial

27
<PAGE> 29

Condition and Results of Operations -- Acquisition Transactions,"
"-- Acquisition History" and "Certain Transactions."

GRAPHIC ARTS INDUSTRY

Graphic arts systems are utilized in a number of industrial end-uses on a
worldwide basis, such as packaging, paper, furniture, building products and
commercial printing of newspapers, magazines, catalogs and advertisements.
Virtually every form of packaging from corrugated boxes and carton containers to
plastic and foil packages are produced with gravure or flexographic systems. In
addition, tissues, napkins, diapers, floor, wall and ceiling tiles, wallpaper,
interior wood and exterior aluminum sidings, medical blood bags, desks and
tables, refrigerator doors and lighting fixtures are all texturized or printed
with graphic arts systems. The commercial printing industry utilizes gravure,
flexographic and offset (single-width and double-width) equipment to produce
newspapers, magazines, catalogs, advertisements and other printed materials.

The decision to use a gravure, flexographic or offset printing method in a
particular application depends upon print quality, detail, volume, time and cost
considerations. For example, postage stamps, medicine tablets and certain
consumer packaging cartons are most often produced by gravure equipment due to
its high quality, detail and long production run capability. Alternatively, the
production of tabs, labels and food packaging typically utilizes flexographic
equipment due to its combination of quality, variable volume capacity and lower
set-up time and cost relative to the gravure method. In other applications which
require large production quantities with rapid production turnaround at a very
low cost structure, such as newspaper and magazines, offset equipment is
primarily used. Due to the wide variety of applications and service requirements
for graphic arts systems and components, the industry to supply and service
these products is highly fragmented both geographically and by the specific
application being served.

According to the U.S. Department of Commerce, product shipments of
equipment manufactured in the U.S. and used in the printing trades for domestic
and foreign uses was approximately $3.2 billion in 1995. Within the Company's
current markets, the Company believes that the total addressable market for
equipment, products and services is approximately $750 million per year on a
world-wide basis. On the same basis, the Company believes that the overall
growth rate within is approximately 5-10% per year. The Company believes that
the growth rate and the competitive dynamics within the graphic arts equipment
market are currently being affected by the following two trends:

- computerized graphic technologies are generating new applications for
graphic arts systems ranging from special run newspapers and inserts to
the development of enhanced consumer packaging to the proliferation of
advertising and promotional materials, and

- large companies are attempting to reduce their number of suppliers to
reduce costs through volume purchasing and increase the quality and
reliability among more sophisticated, well-capitalized suppliers in both
the North American and international markets.

BUSINESS STRATEGY

Developing New Products. The Company intends to continue to develop new
products that complement its existing product offerings and position it among
the technological leaders in its industry. The Company believes that its
manufacturing capabilities, distribution resources, industry experience and
commitment to quality and technical innovation provide it with the capability to
develop new products, offer its customers

28
<PAGE> 30

more complete product offerings and enter new markets. The following are
examples of new products that the Company has developed or is in the process of
developing and testing:

- SINGLE-WIDTH PRINTING PRESSES. After its acquisition of Dauphin, the
Company utilized Dauphin's knowledge and expertise in remanufacturing
single-width printing presses to begin manufacturing its own high quality
single-width printing presses and related folders. The Company is
experiencing significant market acceptance of these systems.

- FYBERLITE(TM). Recently, the Company developed a lightweight, ceramic
coated, laser engraved roll, trademarked "Fyberlite," which significantly
reduces the wear of certain parts within a printing press and decreases
the time and cost it takes to replace an anilox roll, thereby increasing
productivity and efficiency. The Company has tested this product with
certain of its OEM customers over the last two years and recently began
commercial production and marketing of this product.

- DISPOSABLE SLEEVES. The Company is currently testing a disposable
engraved "sleeve" product that can be placed over certain anilox and
gravure rolls. This lightweight, disposable sleeve can be conveniently
shipped by overnight delivery directly to the customer and easily
replaced when it becomes worn or damaged. As a result, the customer can
reduce inventory levels of replacement rolls and avoid the time and
expense associated with returning worn or damaged rolls for re-engraving.
This product is currently being tested by the Company with certain of its
customers. The Company has not yet begun commercial production. Although
the Company is encouraged by its test results, it can not be certain that
this product will achieve widespread market acceptance.

Growth through Acquisitions. The Company is actively pursuing acquisitions
of manufacturers and providers of complementary products and services in the
graphic arts industry, particularly where the Company can capitalize on its well
respected name, management expertise and distribution capability. The Company
believes that the highly fragmented industry, the growing customer preference
for fewer suppliers, and its financial condition, industry relationships,
acquisition record and management depth will allow it to achieve its objective
of being the leading consolidator of suppliers to the graphic arts industry.

Capitalize on Synergies from Acquired Businesses. The Company intends to
capitalize on synergies among its acquired businesses to maximize its potential
for cost reduction and operating efficiency. The following are representative
examples of how the Company has leveraged its synergies:

- The Company has utilized the capabilities of Dauphin to manufacture the
base cylinders for many of the anilox rolls which are subsequently coated
and engraved by Pamarco. By utilizing these capabilities, the Company has
improved its operating efficiency and reduced its material and component
costs.

- The Company's acquisition of Diamond has provided the Company the ability
to manufacture narrow-width rubber rolls used in Dauphin's single-width
printing presses. By utilizing these capabilities, the Company has
improved product quality and reduced its material and component costs.

- The Company has begun to leverage its increasing purchasing power by
negotiating national contracts with some of its product and service
vendors to lower its material and component costs.

Continuously Improve Operating Processes. The Company intends to continue
to improve its operating processes by identifying and developing new
manufacturing technologies and processes and, if appropriate, identifying new
third-party material and component sources. In addition, the Company intends to
derive additional cost improvements and capacity enhancements from operational
efficiencies within its acquired businesses by utilizing proven processes,
systems and know-how across all of its operations.

International Expansion. Utilizing the strength of Pamarco's well
respected name, the Company seeks to increase its international sales through
the development of strategic joint ventures and alliances, the expansion of
international sales agents and foreign offices and the completion of additional
acquisitions. The Company believes that its European operations provide a strong
platform to increase its sales of domestically produced products in its existing
international markets and is capitalizing on its name and the experience of its

29
<PAGE> 31

management to expand its presence in emerging foreign markets such as Latin
America and Asia which have a growing demand for the Company's products and
services.

ACQUISITION HISTORY

The Company was formed in July 1994 to consolidate the highly fragmented
graphic arts industry by capitalizing on Pamarco's well respected name,
management experience and distribution capabilities. Due to the mature and
highly fragmented nature of this industry, the Company believes that the
acquisition of businesses often represents the most time and cost effective
method of entering new markets and adding complementary products and service
capabilities. Including the initial acquisition of Pamarco, the Company has
completed the acquisition of five businesses since its inception in July, 1994.
In each acquisition, the Company has sought to have the principal managers of
the acquired businesses retain a significant interest in the future success of
the consolidated Company by encouraging them to invest in the Common Stock and
by linking a portion of the purchase price to the future profitability of the
acquired business. The following table sets forth certain information concerning
the acquired businesses:

<TABLE>
<CAPTION>
ACQUIRED ACQUISITION YEAR PRIMARY
BUSINESS DATE FOUNDED PRINCIPAL PRODUCTS GEOGRAPHIC TERRITORY
- ---------- ------------- ------- ----------------------------------- -------------------------
<S> <C> <C> <C> <C>
Pamarco July 1994 1946 Engraver, re-engraver and North America and Western
manufacturer of anilox rolls for Europe.
flexographic uses and manufacturer
of embossing rolls for the
converting industry.
Dauphin January 1995 1974 Manufacturer and remanufacturer of U.S. and Western Europe.
single-width offset printing
presses and folders and supplier of
related parts and services.
Qualtech* June 1995 1992 Supplier of printing supplies and Western Europe.
plates, primarily for flexographic
uses.
Armotek April 1996 1946 Engraver, re-engraver and Mid-Atlantic States.
manufacturer of gravure, anilox and
embossing rolls primarily for
gravure and flexographic uses.
Diamond January 1997 1970 Manufacturer and remanufacturer of U.S.
rubber rolls primarily for offset
uses and manufacturer of envelope
printing presses and dampening
units.
</TABLE>

- ---------------

* Subsequently merged with the European subsidiary of Pamarco.

Pamarco. Pamarco was purchased in July 1994 as the Company's platform to
become a leading world-wide, single source provider of products and services to
the graphic arts industry. The Pamarco acquisition provided the Company: (i) a
name which is well respected in its industry, (ii) high quality products and
excellent service capabilities, and (iii) an experienced management team. Based
in Roselle, New Jersey, Pamarco manufactures and remanufactures chrome plated
and ceramic coated anilox rolls used in flexographic printing applications and
embossing rolls used in consumer packaging and numerous and diverse industrial
applications. At the time of the acquisition, Pamarco also had a well
established presence internationally through its European subsidiary. Pamarco
had revenues of approximately $25.7 million for the fiscal year prior to the
acquisition.

Dauphin. The Company acquired Dauphin in January 1995 to diversify its
business beyond flexographic printing and into the larger offset printing
market. At the time of this acquisition, Dauphin was primarily a remanufacturer
of single-width offset presses and provider of related parts and services.
Through the addition of capital and management resources, Dauphin has since
become a manufacturer of its own line of single-width printing presses and
folder systems which have gained significant market acceptance. In addition, the

30
<PAGE> 32

Company has been able to lower its overall costs and increase its operating
efficiency by having Dauphin manufacture the base cylinders for its own use and
for the anilox rolls coated and engraved by Pamarco. Dauphin had sales of
approximately $8.5 million for the fiscal year prior to the acquisition.

Qualtech. The Company acquired Qualtech in June 1995 as a strategic
tuck-in acquisition with its European operations. At the time of the
acquisition, Qualtech was a supplier of flexographic printing supplies
including: photo polymer printing plates, films, rubber stamps and computer
plate design. As a result, the Company has been able to expand its international
presence and widen its product and service offerings to existing customers.
Qualtech had sales of approximately $3.6 million for the fiscal year prior to
the acquisition and subsequently was merged into the Company's European
subsidiary.

Armotek. The Company acquired Armotek in April 1996 as a means of entering
the gravure printing market. Upon completion of the Armotek acquisition, the
Company was able to service the three main forms of printing -- flexographic
(Pamarco), offset (Dauphin), and gravure (Armotek). Armotek's main business
lines are electronic engraving on print rolls, encoding engraving, such as that
used on commemorative postal stamps, specialty/commemorative engraving on
numerous substrates, and promotional engraving of rolls for gravure printing
applications. In addition to applications such as the printing of postage
stamps, Armotek's products are sold to manufacturers of floor covering, consumer
packaging and paper products. The market for engraving and re-engraving services
provided by Armotek is extremely service oriented and highly fragmented
geographically. Armotek had sales of approximately $7.3 million for the fiscal
year prior to the acquisition.

Diamond. The Company acquired Diamond in January 1997 to further expand
its presence in the commercial offset printing market. Diamond is a leading
remanufacturer of narrow-width rubber rolls for the offset printing
after-market. It also manufactures envelope printing presses and related
dampening units. Since the completion of this acquisition, Diamond has begun to
manufacture the rubber rolls that are used in Dauphin's single-width printing
presses. Diamond serves a variety of customers, including industrial printers,
newspaper printers, commercial printers and regional print shops. Diamond had
sales of approximately $19.9 million for the fiscal year prior to the
acquisition.

Integration of Acquired Businesses. The Company's practice of integrating
its acquired businesses has been to adopt a "partnership" style approach by
retaining the principal managers of these businesses. The Company believes this
practice enables it to capitalize on the invaluable understanding that these
organizations have with respect to their markets, customers and business
processes. The Company's management team and the principal operating managers of
the acquired businesses jointly formulate business plans and seek to identify
synergistic and growth opportunities for these businesses. The Company also
generally seeks to co-brand the product and service offerings of the acquired
business so that it may both retain the established market recognition of the
acquired business and capitalize on the Company's reputation for quality
throughout the industry. The Company believes that its partnership approach,
together with its access to capital and industry-wide reputation for quality,
will continue to attract qualified acquisition candidates to the Company.

SALES AND MARKETING

The Company markets is products to more than 5,000 active customers. While
no single customer has accounted for more than five percent of the Company's
total net sales, the Company's current customers include companies such as
Armstrong World Industries, Inc., Baxter International Incorporated, Gannett
Company, Jefferson Smurfit Group, Knight-Ridder, Inc., Mobil Oil Corporation, RR
Donnelley & Sons, Inc., Ward Machinery Company and Weyerhauser, Inc. The
Company's targeted markets include: original equipment manufacturers of graphic
arts systems; flexible and carton packaging companies; corrugated container
companies; decorative product manufacturers; paper manufacturers; newspaper
publishers; and commercial printers. The Company markets its products through
its direct sales force and network of sales agents. As of September 30, 1997,
the sales force consisted of 108 sales people located throughout the U.S. and
England and 12 sales agents. Each of the Company's operating subsidiaries
maintains independent sales and marketing efforts in order to address the unique
needs and service requirements of customers. The Company believes that it can
significantly increase sales growth through integration of certain internal

31
<PAGE> 33

customer support functions, cross-selling of products by the Company's existing
sales forces, and entering new geographic markets. Current sales methods
employed by the Company include:

<TABLE>
<CAPTION>
OPERATING SUBSIDIARY SALES CHANNEL GEOGRAPHIC COVERAGE
- --------------------- ------------------------------- -------------------------------
<S> <C> <C>
Pamarco Direct Sales, Exclusive Sales North America and Western
Agents Europe
Dauphin Direct Sales, Exclusive Sales U.S. and Western Europe
Agents
Armotek Direct Sales Mid-Atlantic States
Diamond Direct Sales U.S.
</TABLE>

The Company's direct sales force is compensated through a combination of
base salary and commissions. The Company's exclusive sales agents receive
commissions. The Company also receives royalties from third-party licensees such
as those utilized by Pamarco in Asia.

PRODUCT OFFERINGS AND MANUFACTURING PROCESSES

The Company provides a wide range of products and services to its
customers, including the following:

Anilox Rolls. An anilox roll is a chrome plated or ceramic coated roll
that is used primarily to meter ink onto a printing plate in a flexographic
press. The term anilox is derived from the type of water-based ink originally
used in the flexographic process. The flexographic process has enjoyed
increasing usage as it is considered to be more environmentally friendly than
other printing processes since there is much less effluent from water-based inks
than solvent-based inks. Because printing presses come in a variety of sizes,
anilox rolls vary in size from four inches to 230 inches in length and from a
diameter of two inches to 24 inches and may range in price from $400 to $10,000
to re-engrave an anilox roll and from $400 to $50,000 for a new anilox roll,
depending on the size of the roll and the process used to manufacture the roll.
The Company sells these products to a wide range of OEMs of graphic arts systems
and industrial companies for applications within the flexographic industry,
which include a variety of corrugated and packaging applications. End products
which are produced utilizing anilox rolls in flexographic presses include tags,
labels, coupons, plastic and paper cups, milk cartons, bread wraps, bottle wraps
and appliance boxes. Since the flexographic presses that produce these end
products tend to have long useful lives, approximately 75% of the Company's net
sales of anilox rolls represents either replacement or re-engraved rolls.

The Company's anilox rolls, which represented approximately 22.0% of net
sales for the nine months ended September 30, 1997, are primarily manufactured
from its state-of-the-art facility located in Roselle, New Jersey, although the
Company also utilizes its Palmyra, New Jersey, Batavia, Illinois, Atlanta,
Georgia, Anaheim, California and Warrington, England facilities. The
manufacturing of anilox rolls is an intricate process and, because the roll
within a printing press is generally driven by a gear, the roll diameter is
critical and normally has tolerances measured in thousandths of an inch. The
coating and engraving of these rolls is the most time intensive and value-added
portion of the process. The Company engraves its anilox rolls to customer
specifications, utilizing either mechanical, electronic or laser engraving
methods depending on the proposed application and type of coating.

Embossing Rolls. An embossing roll is engraved with a decorative or
specialty pattern that is designed to impress characteristics on materials such
as paper, plastic film, foil, steel or plastic. The two major categories of
embossing rolls are (i) single emboss, which is used to emboss items such as
napkins, plastic film, and wallcoverings, and (ii) matched emboss, which is used
to emboss heavier gauge materials such as garage doors, medical blood bags,
wallpaper, refrigerator doors and vinyl siding. The size of the rolls vary
widely depending on the material to be embossed. Because of the high cost of
tooling, roll construction and the intricacies of the patterns, the average
industry price of an embossing roll ranges from $2,000 to $50,000 for a
re-engraved embossing roll and from $10,000 to $100,000 for a new embossing roll
and can take up to several months to produce.

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<PAGE> 34

The Company's embossing rolls are manufactured in its facilities located in
Roselle and Palmyra, New Jersey, and in most cases, the Company maintains the
ownership of the proprietary tooling used to emboss specific patterns for its
customers, giving it a significant advantage in obtaining repeat business. The
Company also maintains an extensive library of standard patterns which it uses
regularly with its customer base. Embossing rolls are generally constructed with
an inner and outer shell to allow the passage of water in order to impart
heating or cooling properties to the material to be embossed. The roll is then
copper plated or engraved directly into the raw steel with specialty tooling.

Gravure Rolls. A gravure roll is a copper-plated steel roll that is used
primarily for printing specialty products such as commemorative postage stamps,
high-end consumer packaging, shrink wrapping, floor covering and other products
that require a high degree of print detail. The gravure rolls manufactured or
re-engraved by the Company range in size from one inch to 20 feet in length and
from four inches to 30 inches in diameter and can weigh as much as 16 tons. The
Company sells these products to a wide range of customers in the floor covering,
packaging and paper products industries. The average industry price of a gravure
roll ranges from $500 to $10,000 for a re-engraved gravure roll and can take up
to two weeks to produce.

The Company coats and engraves its gravure rolls in its Palmyra, New Jersey
facility. Gravure rolls are produced by the Company on a customized basis and
are generally known for their high print quality. The manufacturing process
requires the machining and grinding of new or used rolls. The rolls are then
copper plated and re-machined and polished to exacting tolerances. The image to
be placed on the roll is often digitized using sophisticated computer systems
and software. The gravure roll is next engraved electronically with a diamond
stylus that screens the image up to 90,000 cells per square inch. Once engraved,
the roll is chrome plated, polished and shipped to the end user.

Rubber Rolls. Rubber rolls are used in offset printing presses to transmit
ink to printing plates. Since the single-width presses which utilize the
Company's narrow-width rubber rolls tend to have long useful lives, the vast
majority of these rolls are sold as replacement rolls and are normally
refurbished many times each year. The business is very service and quality
oriented and, accordingly, customers of the Company's rubber rolls tend to be
commercial and newspaper printers that are located nearby Company facilities.
Offset printing accounts for nearly 50% of all printing done in the U.S. and
includes such end products as magazines, newspaper inserts, coupons, catalogs,
brochures and greeting cards. Rubber rolls vary in size depending on the
printing press into which they are placed. The Company manufactures rubber rolls
ranging in length from two inches to 100 inches and from a diameter of one-half
inch to 12 inches. The industry price of a rubber roll generally ranges from
$140 to $180, depending on the size of the roll and the type of press into which
it is to be placed.

The Company manufactures and refurbishes rubber rolls, which represented
approximately 15.8% of net sales for the nine months ended September 30, 1997,
at seven plants in the U.S. In making these rolls, the Company machines the core
of the rolls and creates the elastomer surface used to coat the core. The
elastomer is bonded to the roll core to meet the exacting design and performance
characteristics. The Company also manufactures its own elastomer coating at its
Marietta, Georgia facility and then supplies its other facilities with this
elastomer, which provide for consistent quality across its facilities resulting
in a competitive advantage in this market.

Single-Width Printing Presses and Folders. The Company manufactures two
single-width presses: one with a maximum printing speed of 30,000 copies per
hour and the other with a maximum printing speed of 50,000 copies per hour. The
Company also currently manufacturers a single type of folder which is capable of
folding 30,000 copies per hour and expects to introduce in 1998 a new folder
with increased folding capacity. The average industry price for a single-width
printing press system ranges from $210,000 to several million dollars depending
primarily on the number of individual press units included in a system. These
machines are primarily sold to small and mid-sized daily and weekly newspaper
printers with circulations below 75,000 and similar operations within larger
newspaper publishing organizations. Since a printing press is often a newspaper
publisher's most significant expenditure, the purchasing decision involves
extensive capital planning and budgeting. Accordingly, lead times for deliveries
typically range from two to eight months. The Company

33
<PAGE> 35

also remanufactures printing presses and supplies over 3,000 parts used in
printing presses, including plate cylinders, copper rolls, bearings, electrical
components and transmissions.

With the exception of certain components, the Company manufactures and
assembles all of its presses and folders, which represented approximately 26.6%
of net sales for the nine months ended September 30, 1997, in Elizabethville,
Pennsylvania. In general, the Company's service technicians install or manage
the installation of these systems at the customer's facility and provide
start-up and training assistance services.

The Company actively participates in industry trade shows to further
increase product exposure, gain exposure to new customers on a national and
international basis, and stay abreast of new technology and competitors in the
market. These trade shows are important venues for the introduction of new
products for the Company. In addition, the Company has retained an advertising
agency to market products under the Pamarco name in industry trade magazines and
other publications.

SUPPLIERS

The principal raw materials and components used in the manufacturing of the
Company's products include rubber, steel, copper, nickel, ceramic powder, wire,
gears, cylinders, bearings and other materials and machine parts. While the
Company maintains several key vendors that supply the critical parts and
materials for each product manufactured by the Company, the Company believes
that there are numerous alternative suppliers of these parts and materials. In
addition, through the acquisition of its operating subsidiaries, the Company has
begun to internally manufacture more of the components used in its products,
thereby reducing dependency on outside suppliers and lowering cost.

COMPETITION

The market for the Company's products and services is highly competitive
and characterized by a number of industry niches in which a few large
manufacturers are the leaders among a highly fragmented supply base. Among the
industry niches, the industry is also highly competitive and fragmented on a
geographical basis. The Company's competitors vary in size and resources; most
are smaller privately held independent companies or subsidiaries of larger
companies, some of which are much larger and have greater resources than the
Company. The Company's principal competitors include Praxair in the anilox roll
market, Rohlen in the embossing roll market, Southern Gravure in the gravure
roll market, Bottcher America Corporation in the rubber roll market and Goss
Graphic Systems, Inc. in the offset press market. None of the Company's
principal competitors compete with the Company in all of its product and service
lines. The Company believes that the principal competitive factors in the market
in which the Company competes are product quality, breadth of product line,
on-time delivery, customer service, reliability, price and technology. The
Company believes that its long-standing customer relationships reflect its
ability to compete favorably with respect to each of those factors.

FACILITIES

The Company's headquarters and principal administrative functions are
located in leased office space in New Providence, New Jersey. The Company
conducts its operations from 13 facilities located in ten states in the U.S. and
from three facilities located at the same site in the United Kingdom. The
Company believes that

34
<PAGE> 36

these facilities contain the requisite capacity necessary to accommodate the
Company's anticipated needs. The following table lists certain items regarding
these facilities:

<TABLE>
<CAPTION>
SQUARE TYPE OF
LOCATION FOOTAGE POSSESSION(1) PRINCIPAL PRODUCTS/FUNCTIONS
- ------------------------- ------- -------------- ---------------------------------------------
<S> <C> <C> <C>
Elizabethville, PA....... 60,000 Owned Single-width printing presses and folders
35,000 Leased(2)
Palmyra, NJ.............. 75,000 Owned Gravure rolls
Roselle, NJ.............. 42,200 Owned Flexographic anilox rolls and embossing rolls
28,500 Leased Administrative and storage
Marietta, GA............. 70,000 Leased(3) Rubber rolls, envelope presses
Atlanta, GA.............. 30,000 Leased Anilox rolls
Warrington, England...... 10,000 Owned Flexographic plates
26,000 Leased(4) Anilox rolls
4,200 Leased(5) Supplies and parts
Batavia, IL.............. 19,800 Leased Anilox rolls
Baltimore, MD............ 18,000 Leased(3) Rubber rolls
Elk Grove, IL............ 16,000 Leased(3) Rubber rolls
Windsor, CT.............. 16,000 Leased(3) Rubber rolls
Anaheim, CA.............. 16,000 Leased Anilox rolls
Phoenix, AR.............. 12,000 Leased(3) Rubber rolls
Cleveland, OH............ 10,000 Owned Rubber rolls
Pompano, FL.............. 10,000 Leased(3) Rubber rolls
</TABLE>

- ---------------

(1) Other than the leases for the Anaheim facility which expires in January 1998
and the Warrington, England facility which expires in June 2000 none of
these leases expires before January 2002.

(2) Leased from Frederick and Patricia Lunt, the parents of Christopher J. Lunt,
an executive officer of the Company. See "Certain Transactions."

(3) Leased from Max Gysin, an executive officer of the Company. See "Certain
Transactions."

(4) Leased from a Namulus Pension Fund, in which Terence W. Ford, an executive
officer of the Company, has a 50% interest. See "Certain Transactions."

(5) Leased from Earthgrade Ltd., which is 50% owned by Terence W. Ford, an
executive officer of the Company, and 50% owned by Greenbay, a stockholder
of the Company. See "Certain Transactions."

EMPLOYEES

As of September 30, 1997 the Company employed approximately 630 full time
persons. Approximately 450, 110 and 70 of these employees are employed in
manufacturing, sales and marketing and administrative capacities, respectively.
Thirty-two of the Company's employees are represented by the Graphic
Communications International Union, Local 14-M under a collective bargaining
agreement that expires in May 2000. Two of the Company's employees are
represented by the Machinery, Scrap Iron, Metal and Steel Chauffeurs,
Warehousemen, Handlers, Helpers, Alloy Fabricators, Theatrical, Exposition,
Convention and Trade Show Employees Union, Local 714 (the "Machinery Union")
under a collective bargaining agreement that expires in June 1998, although the
agreement automatically continues for an additional one-year period if notice is
not given by either party prior to 60 days before the scheduled date of
expiration. The Company believes that its relationship with each union is good
and it has no reason to believe that it will not reach a satisfactory new
agreement with the Machinery Union upon the expiration of the current agreement.
The Company believes that its relationship with its employees is good.

35
<PAGE> 37

ENVIRONMENTAL

The Company is subject to numerous federal, state, local and foreign laws
and regulations that impose limitations on the discharge of pollutants into the
environment and establish standards for the treatment, storage and disposal of
toxic and hazardous wastes. The Company is also subject to the federal
Occupational Safety and Health Act and similar state statutes. The Company
believes it is in material compliance with all applicable environmental laws and
regulations. The Company does not expect any material impact on future recurring
operating costs of compliance with currently enacted environmental regulations.
However, if such laws or regulations should change to impose greater obligations
on the Company, this could have an adverse effect on the Company's business,
operating results and financial condition.

The Company periodically monitors its facilities and properties to identify
and resolve potential environmental matters and to monitor compliance with
environmental laws and regulations. In addition, the Company conducts
environmental assessments consistent with recognized standards of due diligence
on properties and businesses which it acquires. There can be no assurance that
environmental assessments have identified, or will in the future identify, all
material liabilities relating to the Company's properties and business. Such
liabilities, as well as possible changes in existing laws, could lead to
material costs of environmental compliance and cleanup by the Company.

LEGAL PROCEEDINGS

The Company believes that there are no claims or actions pending or
threatened against the Company the ultimate disposition of which would have a
material adverse effect on the Company's results of operations or consolidated
financial position.

36
<PAGE> 38

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---------------------------------- --- ---------------------------------------------
<S> <C> <C>
Thomas L. Ferguson (1)(2)(3)...... 38 Chairman of the Board of Directors
Maurice Buckley (1)............... 57 Chief Executive Officer, President and
Director
Harry M. Cook..................... 68 Vice President, Chief Operating Officer,
President of Pamarco and Director;
Larry A. Handeli.................. 42 Vice President, Chief Financial Officer
and Secretary
Max Gysin......................... 56 President and Chief Executive Officer of
Diamond
Terence W. Ford................... 51 Managing Director of Pamarco's
European subsidiary
Dennis E. Andersen................ 58 President and Chief Executive Officer of
Armotek
Christopher J. Lunt............... 34 President of Dauphin
Robert J. Simon (1)(2)............ 39 Director
Brian Kelly(2)(3)................. 54 Director
Harvey Share...................... 66 Director
</TABLE>

- ---------------

(1) Member of the Executive Committee

(2) Member of the Compensation Committee

(3) Member of the Audit Committee

THOMAS L. FERGUSON has been a member of the Board of Directors of the
Company since July 1994 and has served as Chairman of the Board since July 1997.
Mr. Ferguson is a managing director of BVL, a private investment firm that he
joined in June 1993. From 1987 to June 1993, Mr. Ferguson was employed with TCW
Capital, an $800 million fund that is an affiliate of Trust Company of the West
and is engaged in making equity investments in middle market companies. Mr.
Ferguson also serves as a director of U.S. Precision Glass Company.

MAURICE A. BUCKLEY has been the Chief Executive Officer, President and a
director of the Company since July 1994. From 1984 to July 1997, Mr. Buckley
served as the President and Chief Executive Officer of Pamarco. Mr. Buckley has
over 35 years of experience in the graphic arts industry.

HARRY M. COOK has been the Vice President and Chief Operating Officer of
the Company since July 1997 and a member of the Board of Directors since April
1997. From February 1997 to July 1997, Mr. Cook served as a consultant to
Pamarco. From May 1989 to January 1997, Mr. Cook analyzed potential acquisitions
for TCW Capital. From May 1989 to October 1991, Mr. Cook also served as
President of Adams Rite and from October 1991 to June 1993, Mr. Cook acted as a
consultant to Certified Holdings, each of which was a subsidiary of TCW. From
June 1994 to 1997, Mr. Cook also served as Executive Vice-President and a member
of the Board of Directors of Superior Fireplace, a manufacturer of specialty
fireplaces.

LARRY A. HANDELI has served as the Vice President, Chief Financial Officer
and Secretary of the Company since July 1994 and has served as the Vice
President and Secretary of Pamarco since January 1991. Mr. Handeli also served
as the Controller of Pamarco from 1987 to January 1991. Previously, Mr. Handeli,
a certified public accountant, was an auditor with Arthur Andersen LLP.

MAX GYSIN was the founder of Diamond in 1970 and has served as the
President of this subsidiary since such date. From 1966 to 1970, Mr. Gysin
served as the President of G&S Corp., a printing press service and

37
<PAGE> 39

repair company co-founded by Mr. Gysin. Prior to this, Mr. Gysin was an engineer
for Color Metal in Zurich, Switzerland.

TERENCE W. FORD has been Managing Director of Pamarco's European subsidiary
since April 1992. From 1983 to 1992, Mr. Ford served as Managing Director of
FSL, a former subsidiary of Qualtech founded by Mr. Ford.

DENNIS E. ANDERSEN has been the President and Chief Executive Officer of
Armotek since 1984. From 1980 to 1984, Mr. Andersen served as the President of
the Engraving and PrePress Division of Armotek. Mr. Andersen has served on the
Board of Directors of the Scitex Graphic Arts User Association since September
1987.

CHRISTOPHER J. LUNT has been the President of Dauphin since January 1995.
From January 1995 through December 1997, Mr. Lunt was a director of the Company.
Prior to January 1995, Mr. Lunt was the President of the predecessor of Dauphin
from 1984. Mr. Lunt has served on the regional Board of Directors for Community
Bank, N.A. since 1990.

ROBERT J. SIMON has been a member of the Board of Directors of the Company
since July 1994 and served as Chairman of the Board from July 1994 to July 1997.
Having joined the firm in 1984, Mr. Simon has been a Senior Managing Director of
BVL, a private investment firm, since 1992, and a General Partner of Bradford
Associates since 1989. Mr. Simon is Chairman of the Board of Tufco Technologies,
Inc. and HoloPak Technologies, Inc. ("Holopak"), each of which is publicly-held,
and is the former Chairman of the Board of Adco Technologies, Inc. Mr. Simon is
the Chairman of the Board of Paramount Cards, Inc., Ampco Metal, Inc., Overseas
Equity Investors Ltd. and Overseas Private Investors Ltd.

BRIAN KELLY has been a director of the Company since July 1994. Mr. Kelly
has been the President and CEO of Delafoil, Inc, a company engaged in the
business of electronic component manufacturing, since March 1995. From March
1994 to February 1995, Mr. Kelly was the President of Waverly Partners, Inc., a
company engaged in the business of acquiring manufacturing companies. From
August 1989 to February 1994, Mr. Kelly was the President and Chief Executive
Officer of Fitchburg Coated Products Company, a division of Technographics,
Inc., a manufacturer of paper and paper coatings and provider of printing
services. Mr. Kelly also serves as a director of Holopak. Mr. Kelly, who is also
a certified public accountant, has more than 18 years of experience in the paper
and printing industries.

HARVEY SHARE has been a director of the Company since January 1995. From
1978 until his retirement in December 1996, Mr. Share was the President of the
Bobst Group USA ("Bobst"), a U.S. subsidiary of Bobst S.A., a Swiss corporation.
Bobst is a manufacturer and distributor of folding carton equipment, corrugated
equipment, flexible packaging equipment and related replacement parts.

The Company currently has a vacancy in its board of directors, which
vacancy may be filled by the vote of a majority of the current directors. As of
the date of this Prospectus, there have been no nominations made to fill this
vacancy. Each director will hold office until the next annual meeting of the
Company's stockholders and until his successor is elected and qualified or until
his earlier resignation or removal. Each officer of the Company is elected by,
and serves at the pleasure of, the Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 1996, the members of the Compensation Committee were Thomas L. Ferguson
and Robert J. Simon. Mr. Ferguson is a managing director of BVL and Mr. Simon is
the Senior Managing Director of BVL, a company which earned in excess of $60,000
in fees from the Company in 1996 for certain management services. See "Certain
Transactions." There are currently no compensation committee interlocks with
other entities or insider participation on the Compensation Committee.

38
<PAGE> 40

DIRECTOR COMPENSATION

Directors who are not currently receiving compensation as officers or
employees of the Company are entitled to receive fees of $3,500 for each meeting
of the Board of Directors that they attend in person or by telephone. All
directors are reimbursed for out of pocket expenses incurred in attending
meetings of the Board of Directors or Committees of the Board and for all other
expenses incurred in their capacity as directors. In addition, upon the
consummation of this Offering, the Board of Directors has determined to grant
non-qualified stock options exercisable for 23,500 shares of Common Stock with
an exercise price equal to the initial public offering price to each
non-employee member of the Board of Directors. The Board of Directors has also
adopted a policy whereby each non-employee director, will be granted, annually,
a non-qualified stock option exercisable for 7,500 shares of Common Stock with
an exercise price equal to the fair market value of the Common Stock on the date
of grant. The Board of Directors may cancel or amend this policy at any time.

EXECUTIVE COMPENSATION

The following table provides information concerning compensation paid or
accrued in fiscal 1996 with respect to the Company's Chief Executive Officer and
the four other most highly compensated executive officers for the year ended
December 31, 1996 (the "Named Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1)
----------------------------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION SALARY ($) BONUS ($) COMPENSATION ($)(2) COMPENSATION ($)(3)
- ------------------------------------ ---------- --------- ------------------- -------------------
<S> <C> <C> <C> <C>
Maurice A. Buckley
Chief Executive Officer and
President........................... $ 200,000 $ 120,000(4) $20,845 $ 7,843
Larry A. Handeli
Vice President, Chief Financial
Officer and Secretary............. 118,000 33,907 12,415 2,600
Christopher J. Lunt
President of Dauphin.............. 110,613 34,500 11,288 2,033
Dennis E. Andersen
President of Armotek.............. 120,000 -- 7,500 --
Terence W. Ford
Managing Director of Pamarco's Eu-
ropean subsidiary................. 88,000 25,864 18,744 672
</TABLE>

- ---------------

(1) The annual compensation described in this table reflects actual salary and
bonus paid by the Company to such executive officers in 1996. The table does
not include medical, group life insurance or other benefits received by the
Named Officers which are available generally to all salaried employees of
the Company and certain perquisites and other personal benefits or property
received by the Named Officers which do not exceed the lesser of $50,000 or
10% of the aggregate of any such Named Officer's salary and bonus. The table
does not include compensation received by any officer from predecessor
companies.

(2) Represents reimbursed personal automobile expenses.

(3) Includes: (i) premiums paid by the Company in the amount of $1,767, $536,
$2,033 and $672 for life insurance on behalf of Messrs. Buckley, Handeli,
Lunt and Ford, respectively, and (ii) premiums paid by the Company in the
amount of $6,077 and $2,064 for disability insurance on behalf of Messrs.
Buckley and Handeli, respectively.

(4) Mr. Buckley's employment agreement provides that his annual bonus is not to
exceed 50% of his base salary. Nothwithstanding this, the Compensation
Committee declared and paid a bonus to Mr. Buckley in 1996 in excess of 50%
of his base salary based on Mr. Buckley's and the Company's performance
during said year. See "Employment Agreements."

39
<PAGE> 41

STOCK OPTION INFORMATION

The Company did not grant any options to, and no options were exercised by,
any Named Officer in 1996. The following table sets forth certain information
concerning options exercised during 1996 and the number and the hypothetical
value of certain unexercised options of the Company held by the Named Officers
as of December 31, 1996. This table is presented solely for purposes of
complying with the Commission rules and does not necessarily reflect the amounts
the optionees will actually receive upon any sale of the shares acquired upon
exercise of the options.

AGGREGATED OPTION EXERCISES AND LAST FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
UNDERLYING THE-MONEY
UNEXERCISED OPTIONS AT OPTIONS AT
DECEMBER 31, 1996 DECEMBER 31, 1996 (1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Maurice A. Buckley........................... 47,940 191,760 $97,308 $ 389,273
Larry A. Handeli............................. 2,350 9,400 2,186 8,742
Christopher J. Lunt.......................... -- 58,750 -- 64,038
Dennis E. Andersen........................... -- -- -- --
Terence W. Ford.............................. -- -- -- --
</TABLE>

- ---------------
(1) Assumes, for presentation purposes only, a per share fair market value of
$ .

EMPLOYMENT AGREEMENTS

The Company entered into an employment agreement with Mr. Buckley on August
1, 1994, which, as amended on April 1, 1997, provides for the payment of an
annual base salary of $178,500, subject to annual increases as determined by the
Board of Directors and annual incentive bonuses of up to 50% of his base salary.
This agreement provides for a five year term and thereafter automatically
continues for successive one year terms unless written notice is provided at
least 90 days prior to the applicable expiration date.

The Company entered into an employment agreement with Mr. Handeli on
January 1, 1995, which, as amended on April 1, 1997, provides for the payment of
an annual base salary of $96,305, subject to annual upward adjustment by the
Board, and incentive bonuses of up to 35% of his base salary. This agreement
automatically continues for successive one year terms unless written notice is
provided at least 90 days prior to the applicable expiration date.

The Company entered into a two-year employment agreement with Mr. Cook on
July 1, 1997, which provides for an annual base salary of $200,000, subject to
annual upward adjustment by the Board, and incentive bonuses of up to $50,600.
This agreement expires on June 30, 1999.

The Company entered into an employment agreement with Mr. Lunt on January
23, 1995, which provides for the payment of an annual base salary of $100,000,
subject to annual increases as determined by the Board of Directors, and annual
bonuses as determined by the Board of Directors. This agreement provides for a
three year term and automatically continues for successive one year terms unless
written notice is provided at least 90 days prior to the applicable expiration
date.

The Company entered into an employment agreement with Mr. Ford on June 22,
1995, which provides for the payment of an annual base salary as determined by
the Board of Directors, and incentive bonuses of up to 35% of his base salary as
determined by the Board of Directors. This agreement automatically continues for
successive one year terms unless written notice is provided at least 90 days
prior to the applicable expiration date.

The Company entered into an employment agreement with Mr. Andersen on April
15, 1996, which provides for the payment of an annual base salary of $120,000,
subject to annual upward adjustment by the

40
<PAGE> 42

Board of Directors. This agreement provides for a two year term and
automatically continues for successive one year terms unless written notice is
provided at least 45 days prior to the applicable expiration date.

The Company entered into an employment agreement with Mr. Gysin on January
10, 1997, which provides for the payment of an annual base salary of $150,000,
subject to annual upward adjustment by the Board of Directors, and incentive
bonuses of up to 35% of his base salary. This agreement automatically continues
for successive one year terms unless written notice is provided at least 90 days
prior to the applicable expiration date.

Pursuant to the agreements, the Company may terminate the employment of
each of Mr. Handeli and Mr. Buckley without cause as of the end of the initial
term or any renewal term by giving 90 days prior written notice. In such event,
the Company would be required to continue to pay their base salary and provide
benefits for 24 months (18 months with respect to Mr. Handeli) after the
termination date and a proportionate bonus for the calendar year in which the
termination occurs. The Company may terminate the employment of Mr. Cook at any
time, by giving 30 days prior notice, provided that it continues to pay his base
salary and provide benefits for the remainder of his two year term, and a
proportionate bonus for the calendar year in which the termination occurs. The
Company may terminate the employment of Mr. Lunt without cause as of the end of
the initial term or any renewal term by giving 90 days prior written notice with
no further liability, or at any time by giving 30 days notice, provided that it
continues to pay Mr. Lunt's base salary for 12 months after the termination
date. The Company may terminate the employment of Mr. Ford without cause as of
the end of the initial term or any renewal term by giving 90 days prior written
notice or at any time by giving 30 days written notice, provided that it
continues to pay his base salary and provide benefits for 12 months after the
termination date and a proportionate bonus for the calendar year in which the
termination occurs. The Company may terminate the employment of Mr. Andersen as
of the end of the initial term or any renewal term by giving 45 days prior
written notice or may terminate the employment of Mr. Anderson without cause at
any time by giving 30 days written notice, provided it pays any unpaid salary
and fringe benefits that have accrued through the date the termination occurs.
The Company may terminate the employment of Mr. Gysin as of the end of the
initial term or any renewal term by giving 90 days prior written notice,
provided it pays any unpaid salary and a proportionate bonus for the calendar
year in which the termination occurs.

Messrs. Buckley, Anderson and Cook are subject to certain restrictions on
their ability to compete with the Company during the term of their employment
and for a period ending one year after the termination of employment or
termination of the payment of the termination compensation, whichever is later.
Mr. Lunt is generally restricted from competing with the Company during the
longer of the term of his employment agreement, the period ending two years
after any resignation by Mr. Lunt or one year after any termination of Mr.
Lunt's employment by the Company.

STOCK OPTION PLAN

The Company has adopted the Stock Option Plan pursuant to which it has
awarded and may in the future award stock options awards to its employees,
officers, non-employee directors and certain independent contractors.

The Stock Option Plan provides for the issuance to employees, non-employee
directors and eligible independent contractors of up to 705,000 shares of Common
Stock pursuant to the grant of incentive stock options ("ISOs") and
non-qualified stock options ("NQSOs"). The Stock Option Plan is administered by
a Committee of directors appointed by the Board of Directors (the "Committee").
Upon the completion of this Offering, the Committee will consist of two or more
"outside directors" as defined under section 162(m) of the Code and two or more
"non-employee directors" as defined under Rule 16(b)(3) of the Exchange Act.
Subject to the provisions of the Stock Option Plan, the Committee has the
authority to determine to whom stock options will be granted and the terms of
any such award, including the number of shares subject to, and the vesting
provisions of, the award. Subject to the terms of the Stock Option Plan, the
Committee may also amend the terms of any outstanding award.

As of November 1, 1997, options to purchase a total of 399,911 shares of
Common Stock at a weighted average exercise price per share of $4.39 were
outstanding. Of these options, options to purchase 60,278 shares

41
<PAGE> 43

of Common Stock were fully vested and exercisable as of November 1, 1997. As of
November 1, 1997, the Company had an additional 305,089 shares of Common Stock
available for future grants under the Stock Option Plan.

The option price per share of Common Stock under the Stock Option Plan is
determined by the Committee at the time of each grant, provided, however, that
the option price per share for any ISO shall not be less than 100% of the fair
market value of the Common Stock at the time of the grant. If a person who owns
ten percent or more of the Company's Common Stock (a "10% Stockholder") is
granted an ISO, the exercise price shall not be less than 110% of the fair
market value on the date of grant. The term of each stock option may not exceed
ten years and in the case of a 10% stockholder, the term may not exceed five
years. Stock options shall be exercisable at such time or times as shall be
determined by the Committee. Payment for the exercise of an option shall be made
by cash, check or other instrument as the Committee may accept, including, in
the discretion of the Committee, unrestricted Common Stock of the Company. The
Committee may also allow an option holder to elect to cash out the excess of the
fair market value over the option price of all or a portion of a stock option.
The Committee may also grant, in its sole discretion, a "cashless exercise"
feature for the exercise of stock options. For any one individual, the aggregate
fair market value of the Common Stock at the time of grant, with respect to
which ISOs are first exercisable in the same calendar year, shall not exceed
$100,000.

The Board of Directors may amend the terms of the Stock Option Plan,
subject to the requirement to obtain shareholder approval of certain amendments.
Unless sooner terminated, the Stock Option Plan will terminate in January 2005.

Under Section 162(m) of the Code, the Company may be precluded from
claiming a federal income tax deduction for total remuneration in excess of $1.0
million paid to the Chief Executive Officer or to any of the other four most
highly compensated officers in any one year. Total remuneration would include
amounts received upon the exercise of stock options granted under the Stock
Option Plan. An exception does exist, however, for "performance-based
compensation," including amounts received upon the exercise of stock options
pursuant to a plan approved by stockholders that meets certain requirements. The
Stock Option Plan is intended to meet the requirements of Treasury Regulation
section 1.162-27(f), and the options and other awards granted under the Stock
Option Plan are intended to meet the requirements of "performance-based
compensation."

42
<PAGE> 44

CERTAIN TRANSACTIONS

On July 25, 1994 and January 23, 1995, the Company entered into consulting
agreements with BVL. Under these agreements, BVL provides financial,
acquisition, operational, organizational and management services to the Company.
The term of each consulting agreement is 10 years, but shall automatically renew
for successive one-year terms unless terminated by any of the parties by
providing written notice 120 days prior to the applicable termination date. BVL
is compensated at an initial annual aggregate fee of $190,000, which will
increase annually by 5%. Robert J. Simon, a director of the Company, is a
director of BVL.

The Company has entered into numerous agreements with, and has sold a
substantial number of shares of Common Stock to, its executive officers in
connection with its past acquisitions. The Company has sold 1,570,979 shares,
891,179 shares, 923,157 shares and 533,311 shares of Common Stock to Bradford,
Overseas Equity Investors, Bradford Investors and Greenbay, respectively. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Acquisition Transactions." In connection with the purchase of
shares, all of the Company's stockholders were granted certain registration
rights. See "Description of Capital Stock--Registration Rights."

In April 1990, Dauphin's predecessor entered into a lease with Frederick
and Patricia Lunt, the parents of Christopher J. Lunt, an executive officer of
the Company. The lease, which was assumed by Dauphin in connection with the
acquisition of the assets of Dauphin, expires March 31, 2010 and requires the
Company to make aggregate annual rent payments of $130,000, subject to annual
adjustment for inflation. See "Business -- Facilities."

In December 1993 and June 1995, Pamarco's European subsidiary entered into
leases with Raye Investments Limited (which was subsequently assigned to a
Namulus Pension Fund) and Earthgrade Ltd., respectively in connection with the
acquisitions of Pamarco and Qualtech, respectively. Raye Investments Limited
was, and the Namulus Pension Fund is, 50% owned by Terence W. Ford, an executive
officer of the Company. Earthgrade Ltd. is 50% owned by Terence W. Ford and 50%
owned by Greenbay, a stockholder of the Company. The initial term of each lease
is ten years and requires the Company to make aggregate annual payments of
approximately $114,000.

In January 1997, the Company entered into leases with Max Gysin, an
executive officer of the Company, pursuant to which the Company leases six
properties from Mr. Gysin. The leases, which were entered into in connection
with the acquisition of Diamond, each have an initial term that expires on
January 31, 2002. The leases require the Company to make aggregate annual lease
payments of $693,000. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Acquisition Transactions" and
"Business -- Facilities."

The Company believes that each of the management agreements and leases
referred to above contain terms comparable to those that could have been
obtained in arms-length transactions with unaffiliated third parties.

In each of July 1994 and January 1995, the Company loaned $340,000 to
Greenbay, a stockholder of the Company, in connection with Greenbay's purchase
of shares of Common Stock. In connection with each such loan, Greenbay executed
a note in favor of the Company. Each note accrues interest at 5% per annum and
is payable in full on or before the fifth anniversary of the note. Maurice A.
Buckley, an executive officer and director of the Company, has executed
guaranties of these notes in favor of the Company. The stockholders of Greenbay
are trusts established for the benefit of Mr. Buckley's immediate family. As of
November 1, 1997, the aggregate principal balance outstanding under these notes
was $680,000.

On September 15, 1997, the Company extended a short-term loan of $100,000
to Harry M. Cook, an executive officer and director of the Company. This loan,
which bore interest at the rate of five percent, was fully repaid on December 8,
1997.

43
<PAGE> 45

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of November 1, 1997, and as adjusted to reflect
the sale of 1,600,000 shares of Common Stock offered hereby (1) by each
executive officer and director of the Company, (2) by each person known by the
Company to own beneficially 5% or more of the outstanding Common Stock, (3) by
all executive officers and directors as a group, and (4) by the Selling
Stockholders. Percentages of less than one percent have been designated by an
asterisk. Each of such stockholders has sole voting and investment power as to
shares shown unless otherwise noted.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING
-------------------- --------------------
NO. OF NO. OF SHARES NO. OF
SHARES PERCENT BEING SOLD(1) SHARES PERCENT
--------- ------- ------------- --------- -------
<S> <C> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS(2)
Maurice A. Buckley(3).............................. 701,101 13.57% 701,101 10.36%
Christopher J. Lunt................................ 311,375 6.23% 311,375 4.72%
Terence W. Ford(4)................................. 143,483 2.87% 143,483 2.17%
Max Gysin.......................................... 78,332 1.57% 78,332 1.19%
Robert J. Simon(5)(6)(7)........................... 27,410 * 27,410 *
Larry A. Handeli(4)................................ 34,133 * 34,133 *
Harry M. Cook(4)................................... 19,397 * 19,397 *
Thomas L. Ferguson................................. 15,091 * 15,091 *
Dennis Andersen.................................... 9,557 * 9,557 *
Harvey Share....................................... 4,700 * 4,700 *
Brian Kelly........................................ 2,491 * 2,491 *
All Executive Officers and Directors as a Group
(11 persons)..................................... 1,347,070 25.98% 1,347,070 19.85%
5% STOCKHOLDERS
Bradford Venture Partners, L.P.(5)................. 1,570,979 31.42% 526,666 1,044,313 15.82%
(Other Beneficial Owners: Robert J. Simon and
Barbara M. Henagan)
Bradford Investors, L.P.(6)........................ 923,157 18.46% 309,485 613,672 9.30%
Overseas Equity Investors Partners, L.P.(7)........ 891,178 17.82% 298,765 592,413 8.98%
(Other Beneficial Owners: Robert J. Simon and
Barbara M. Henagan)
OTHER SELLING STOCKHOLDERS(8)
Bradford Venture Partners Special Situations,
L.P.............................................. 25,812 * 8,653 17,159 *
Barbara M. Henagan................................. 22,733 * 7,621 15,112 *
Bradford Mills Revocable Trust No. 1 U/D/T
12/3/91.......................................... 18,287 * 6,131 12,156 *
Bradford Mills Revocable Trust No. 2 U/D/T
12/3/91.......................................... 18,287 * 6,131 12,156 *
Quentin Corporation (Ward Woods)................... 13,693 * 4,591 9,102 *
Charles L. Jaffin.................................. 11,712 * 3,926 7,786 *
David W. Jaffin.................................... 11,214 * 3,759 7,455 *
Thomas J. Sharbaugh, Trustee U/A/D 3/17/69......... 10,638 * 3,566 7,072 *
Bradford Alan Mills................................ 9,776 * 3,277 6,499 *
Belisarius Corporation (Robert D. Lindsay)......... 8,847 * 2,966 5,881 *
Richard R. Davis................................... 8,720 * 2,923 5,797 *
Elizabeth M. Hardie................................ 6,643 * 2,227 4,416 *
Bradford Alan Mills, Trustee U/A/D 11/4/78 F/B/O
Ross D. Mills.................................... 4,695 * 1,574 3,121 *
Barbara L. Mills, Trustee U/A/D 12/26/84 F/B/O
Frances Lee Hardie............................... 4,486 * 1,504 2,982 *
Barbara L. Mills, Trustee U/A/D 2/26/88 F/B/O
Kenneth Ian Hardie............................... 3,987 * 1,337 2,650 *
Adam P. Godfrey.................................... 3,811 * 1,278 2,533 *
Rodney A. Cohen.................................... 3,219 * 1,079 2,140 *
Neil H. Brownstein................................. 2,350 * 788 1,562 *
Cheryl A. Mills, Trustee U/A/D 3/28/89 F/B/O
Bradford Taybrook Mills.......................... 1,938 * 650 1,288 *
Thomas F. Ruhm..................................... 1,410 * 473 937 *
Erwin Hosono....................................... 1,175 * 394 781 *
David Cowan........................................ 705 * 236 469 *
</TABLE>

44
<PAGE> 46

- ---------------

(1) Bradford, Bradford Investors and Overseas Equity Investors have granted the
Underwriters an over-allotment option to purchase up to an additional
420,000 shares of Common Stock. To the extent that the over-allotment option
is exercised, these stockholders will sell various amounts of Common Stock
in addition to the amounts shown in the above table. See "Underwriting."

(2) The address of these stockholders is 571 Central Avenue, Unit 119, New
Providence, New Jersey 07974.

(3) Includes 167,790 shares of Common Stock issuable pursuant to stock options
exercisable upon the completion of this Offering and 533,311 shares of
Common Stock owned by Greenbay, an Isle of Man corporation, the shares of
which are beneficially owned by members of Mr. Buckley's immediate family.
The address of Greenbay is Ragnall House, Peel Road, Douglas, Isle of Man.

(4) Includes (i) 5,875, (ii) 8,225 and (iii) 3,732 shares of Common Stock
issuable pursuant to stock options exercisable by Mr. Ford, Mr. Handeli and
Mr. Cook, respectively, upon completion of this Offering.

(5) The address of this stockholder is 44 Nassau Street, Suite 365, Princeton,
New Jersey 08542. Bradford is a limited partnership. Robert J. Simon, a
director of the Company, and Barbara M. Henagan are the general partners of
Bradford Associates, which is the sole general partner of Bradford and holds
a 1% interest in the partnership (which may increase upon the satisfaction
of certain contingencies related to the overall performance of the
investment portfolio of Bradford).

(6) The address of this stockholder is 1212 Avenue of Americas, New York, New
York 10036. Bradford Investors is a limited partnership. Robert J. Simon and
Thomas L. Ferguson, directors of the Company are two of the four members of
Bradford Management LLC, which is the sole general partner of Bradford
Investors.

(7) The address of this stockholder is Clarendon House, Church Street, Hamilton
5-31, Bermuda. Overseas Equity Investor is a general partnership with two
partners, Overseas Equity Investors Ltd., which is the managing corporate
partner and holds a 99% interest in the partnership, and Bradford
Associates, which holds a 1% interest in the partnership (which may increase
upon the satisfaction of certain contingencies related to the overall
performance of the investment portfolio of Overseas Equity Investor).
Overseas Equity Investors Ltd. is a foreign corporation with numerous
foreign stockholders. Robert J. Simon, a director of the Company, and
Barbara M. Henagan are the general partners of Bradford Associates, and Mr.
Simon and Ms. Henagan serve as co-chairs of the board of directors of
Overseas Equity Investors Ltd., BVL, an affiliate of Bradford Associates,
also acts as an investment advisor for Overseas Equity Investor.

(8) The address of these stockholders is c/o Bradford Venture Partners, L.P.,
1212 Avenue of the Americas, Suite 1802, New York, New York 10036.

45
<PAGE> 47

DESCRIPTION OF CAPITAL STOCK

Upon the consummation of this Offering, the authorized capital stock of the
Company will consist of 42,000,000 shares of Common Stock, par value $.01 per
share (the "Common Stock"), and 10,000,000 shares of Preferred Stock, par value
$.01 per share (the "Preferred Stock"). Immediately after the sale of the
1,600,000 shares of Common Stock sold by the Company in this Offering, there
will be 6,599,703 shares of Common Stock and no shares of Preferred Stock
outstanding. The following summary is qualified in its entirety by reference to
the Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation") and Restated Bylaws (the "Bylaws"), which are included as
exhibits to the Registration Statement of which this Prospectus is a part.

COMMON STOCK

Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders and do not have
cumulative voting rights. The election of directors is determined by a plurality
of the votes cast. Accordingly, holders of a majority of the shares of Common
Stock entitled to vote in the election of directors may elect all of the
directors standing for election and may exert considerable influence over the
management and policies of the Company. Except as otherwise required by law, all
matters other than the election of directors are determined by a majority of the
votes cast. Holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors out of funds
legally available therefor, subject to any preferential dividend rights of any
outstanding shares of Preferred Stock. Upon the liquidation, dissolution or
winding up of the Company, subject to any preferential liquidation rights of any
outstanding shares of Preferred Stock, the holders of Common Stock are entitled
to receive ratably the net assets of the Company available after the payment of
all debts and other liabilities. Holders of the Common Stock have no preemptive,
subscription, redemption or conversion rights. All shares of Common Stock
outstanding are, and the shares offered by the Company in this Offering will be,
when issued and paid for, fully paid and nonassessable. The rights, preferences
and privileges of holders of Common Stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of Preferred
Stock which the Company may designate and issue in the future.

PREFERRED STOCK

The Certificate of Incorporation also authorizes the issuance of 10,000,000
shares of Preferred Stock, all of which are available for future issuance.
Shares of Preferred Stock may be issued from time to time in one or more series,
and the Board of Directors, without further approval of the stockholders, is
authorized to fix the dividend rights and terms, conversion rights, voting
rights, redemption rights and terms, liquidation preferences, sinking funds and
any other rights, preferences, privileges and restrictions applicable to each
such series of Preferred Stock. The issuance of Preferred Stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, adversely affect the voting power of the
holders of the Common Stock and, under certain circumstances, make it more
difficult for a third party to gain control of the Company, discourage bids for
the Common Stock at a premium, or otherwise adversely affect the market price of
the Common Stock. As of the date of this Prospectus, the Company has no plans,
agreements or understandings for the issuance of any shares of Preferred Stock.

LIMITATION OF LIABILITY

The Certificate of Incorporation and Bylaws provide that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except for
liability (i) for any breach of such person's duty of loyalty, (ii) for acts or
omissions not in good faith or involving intentional misconduct or a knowing
violation of law, (iii) for the payment of unlawful dividends and certain other
actions prohibited by Delaware corporate law and (iv) for any transaction
resulting in receipt by such person of an improper personal benefit.

The Company maintains directors' and officers' liability insurance to
provide directors and officers with insurance coverage for losses arising from
claims based on breaches of duty, negligence, error and other

46
<PAGE> 48

wrongful acts. At present, there is no pending litigation or proceeding, and the
Company is not aware of any threatened litigation or proceeding, involving any
director, officer, employee or agent where indemnification will be required or
permitted under the Certificate of Incorporation or Bylaws.

CERTAIN ANTI-TAKEOVER PROVISIONS

Section 203 of the Delaware General Corporation Law prohibits certain
transactions between a Delaware corporation and an "interested stockholder,"
which is defined as a person who, together with any affiliates or associates of
such person, beneficially owns, directly or indirectly, 15% or more of the
outstanding voting shares of a Delaware corporation. This provision prohibits
certain business combinations (defined broadly to include mergers,
consolidations, sales or other dispositions of assets having an aggregate value
in excess of 10% of the consolidated assets of the corporation, and certain
transactions that would increase the interested stockholder's proportionate
share ownership in the corporation) between an interested stockholder and a
corporation. The prohibition is for a period of three years commencing on the
date the interested stockholder becomes an interested stockholder, unless (i)
the business combination is approved by the corporation's board of directors
prior to the date the interested stockholder becomes an interested stockholder;
(ii) the interested stockholder acquired at least 85% of the voting stock of the
corporation (other than stock held by directors who are also officers or by
certain employee stock plans) in the transaction in which it becomes an
interested stockholder; or (iii) the business combination is approved by a
majority of the board of directors and by the affirmative vote of 66 2/3% of the
outstanding voting stock that is not owned by the interested stockholder.

REGISTRATION RIGHTS

The Company has granted certain registration rights to all of its
stockholders that existed prior to this Offering (the "Pre-Existing
Stockholders"). In particular, under certain circumstances and subject to
certain limitations, Bradford and Overseas Equity Investors can require the
Company to register under the Act such number of shares of Common Stock held by
them having a market value of at least $5.0 million, provided that the Company
is not required to effect more than one such registration. Additionally, once
the Company is eligible to register its securities on Form S-3, the Pre-Existing
Stockholders can require the Company to register such number of shares of Common
Stock having a market value of at least $500,000 provided that each such holder
shall be entitled to only two such registrations during any 12 month period. The
Pre-Existing Stockholders were also granted certain "piggy-back" registration
rights whereby under certain circumstances and subject to certain conditions,
they may include their shares of Common Stock in any registration of shares of
Common Stock under the Act.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is StockTrans, Inc.,
Ardmore, Pennsylvania.

47
<PAGE> 49

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of Common Stock in the public market following
this Offering could adversely affect the market price of the Common Stock and
adversely affect the Company's ability to raise capital at times and on terms
favorable to the Company.

Upon completion of this Offering, the Company will have 6,599,703 shares of
Common Stock outstanding, excluding 399,911 shares of Common Stock subject to
stock options outstanding as of October 1, 1997, and any stock options granted
by the Company after October 1, 1997. Of these shares, the Common Stock sold by
the Company and the Selling Stockholders in this Offering, except for certain
shares described below, will be freely tradeable without restriction or further
registration under the Act. The Restricted Shares were sold by the Company in
reliance on exemptions from the registration requirements of the Act and are
"restricted securities" as defined in Rule 144 and may not be sold in the
absence of registration under the Act unless an exemption is available,
including an exemption afforded by Rule 144. Without considering the contractual
restrictions described below, following this Offering (i) 682,873 Restricted
Shares will be immediately eligible for future sale, subject to all of the
resale conditions imposed by Rule 144 other than the holding period requirement,
(ii) 1,887,473 Restricted Shares will be immediately eligible for future sale,
without regard to the volume or notice requirements imposed by Rule 144, and
(iii) 1,229,357 Restricted Shares will be subject to the holding period and all
other conditions imposed by Rule 144. For purposes of Rule 144, an "affiliate"
of an issuer is a person that, directly or indirectly through one or more
intermediaries, controls, or is controlled by or is under common control with,
such issuer. In general, under Rule 144 as presently in effect, a person who has
beneficially owned shares for at least one year, including an "affiliate," will
be entitled to sell within any three-month period a number of shares that does
not exceed the greater of one percent of the then outstanding shares of Common
Stock (approximately 65,382 shares after giving effect to this Offering), or the
average weekly trading volume during the four calendar weeks preceding filing of
notice of such sale. Sales under Rule 144 also are subject to certain manner of
sale provisions, notice requirements and the availability of current public
information about the Company. A person who is not an affiliate at any time
during the 90 days preceding a sale, and who has beneficially owned shares for
at least two years, will be entitled to sell such shares under Rule 144(k)
without regard to the volume limitations, manner of sale provisions or public
information requirements. Of the 3,799,703 Restricted Shares, 3,614,627 shares
of Common Stock will be held by "affiliates" of the Company, as defined in Rule
144(a).

All existing holders of the Common Stock prior to this Offering are
entitled to certain registration rights with respect to such shares for resale
under the Securities Act. If such holders, by exercising their registration
rights, cause a large number of shares to be registered and sold in the public
market, such sales could have an adverse effect on the market price for the
Common Stock. Such rights may not be exercised prior to the expiration of 180
days from the date of this Prospectus. See "Description of Capital
Stock--Registration Rights."

The Company and each Selling Stockholder have agreed with the Underwriters
not to offer for sale, sell or otherwise dispose of (directly or indirectly) any
shares of Common Stock for a period of 180 days from the date of this Prospectus
without the prior written consent of EVEREN Securities, Inc., provided, however,
that the Company may, subject to certain limitations, issue and sell shares of
Common Stock in connection with acquisitions. In addition, stockholders of the
Company who are also directors or employees have agreed to the same restrictions
for a period of 90 days from the date of this Prospectus. Accordingly, of the
3,799,703 Restricted Shares, approximately 2,379,452 Restricted Shares will be
subject to the 180 Day Lockup and 1,420,251 Restricted Shares will be subject to
the 90 Day Lockup. See "Management--Stock Option Plan," "Description of Capital
Stock--Registration Rights," and "Underwriting."

48
<PAGE> 50

UNDERWRITING

Subject to the terms and certain conditions of the Underwriting Agreement
(the "Underwriting Agreement"), the syndicate of underwriters named below (the
"Underwriters"), for whom EVEREN Securities, Inc. and Janney Montgomery Scott
Inc. are acting as representatives (the "Representatives"), have severally
agreed to purchase an aggregate of 2,800,000 shares of Common Stock from the
Company and the Selling Stockholders. The number of shares of Common Stock that
each Underwriter has agreed to purchase is set forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER
OF
UNDERWRITER SHARES
- ------------------------------------------------------------------ --------
<S> <C>
EVEREN Securities, Inc............................................
Janney Montgomery Scott Inc.......................................
---------
Total........................................................
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters who are parties thereunder are subject to certain conditions. If
any of the shares of Common Stock are purchased by the Underwriters pursuant to
the Underwriting Agreement, all such shares of Common Stock (other than the
shares of Common Stock covered by the over-allotment option described below)
must be so purchased.

The Company and the Selling Stockholders have been advised by the
Representatives that the Underwriters propose to offer the Common Stock to the
public initially at the price set forth on the cover page of this Prospectus and
to certain dealers at such price less a concession not to exceed $ per
share. The Underwriters may allow, and such dealers may re-allow, discounts not
to exceed $ per share to certain other dealers. After the initial
public offering of the shares of Common Stock, the initial public offering price
and the other selling terms may be changed by the Representatives.

Certain of the Selling Stockholders have granted to the Underwriters an
option to purchase up to an aggregate of 420,000 additional shares of Common
Stock at the price to the public set forth on the cover page of this Prospectus,
less underwriting discounts and commissions, solely to cover over-allotments, if
any. Such option may be exercised at any time until 45 days after the date of
this Prospectus. To the extent that the Underwriters exercise such option, each
of the Underwriters will be committed, subject to certain conditions, to
purchase a number of option shares proportionate to such Underwriter's initial
commitment as indicated in the preceding table.

In the Underwriting Agreement, the Company, the Selling Stockholders and
the Underwriters have agreed to indemnify each other against certain
liabilities, including liabilities under the Act.

Prior to this Offering there has been no public market for the Common
Stock. The initial public offering price for the Common Stock set forth on the
cover page of this Prospectus was determined by negotiations among the Company,
the Selling Stockholders and the Representatives. Among the factors considered
in determining the initial public offering price were the future prospects of
the Company and its industry in general, revenues, earnings and certain other
financial and operating information of the Company in recent periods and the
price-book ratios, price-earnings ratio, market prices of securities and certain
financial and operating information of companies engaged in activities similar
to those of the Company.

The Company and each Selling Stockholder have agreed with the Underwriters
not to offer for sale, sell or otherwise dispose of (directly or indirectly) any
shares of Common Stock for a period of 180 days from the date of this Prospectus
without the prior written consent of EVEREN Securities, Inc., provided, however,
that the Company may, subject to certain limitations, issue and sell shares of
Common Stock in connection with acquisitions. In addition, stockholders of the
Company who are also directors or employees have agreed to the same restrictions
for a period of 90 days from the date of this Prospectus. See "Management--Stock
Option Plan," "Description of Capital Stock--Registration Rights" and "Shares
Eligible for Future Sale".

In connection with this Offering, certain Underwriters and selling group
members and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market price of the

49
<PAGE> 51

Common Stock. Such transactions may include stabilization transactions effected
in accordance with the Securities Exchange Act of 1934 pursuant to which such
persons may bid for or purchase Common Stock for the purpose of stabilizing its
market price. The Underwriters also may create a short position for the account
of the Underwriters by selling more Common Stock in connection with this
Offering than they are committed to purchase from the Company and the Selling
Stockholders, and in such case may purchase Common Stock in the open market
following completion of this Offering to cover all or a portion of such shares
of Common Stock or may exercise the Underwriters' over-allotment option referred
to above. Any of the transactions described in this paragraph may result in the
maintenance of the price of the Common Stock at a level above that which might
otherwise prevail in the open market. None of the transactions described in this
paragraph are required, and, if they are undertaken, they may be discontinued at
any time.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain
legal matters in connection with this Offering will be passed upon for the
Underwriters by Benesch, Friedlander, Coplan & Aronoff LLP, Cleveland, Ohio.
Thomas J. Sharbaugh, a partner in Morgan, Lewis & Bockius LLP, is the trustee of
a trust which is a stockholder of the Company and a Selling Stockholder in this
Offering.

EXPERTS

The consolidated balance sheets of the Company as of December 31, 1995 and
1996 and the related consolidated statements of income, stockholders' equity and
cash flows for the years then ended and for the period from July 25, 1994 to
December 31, 1994 and the statements of operations and retained earnings and
cash flows for the period from January 1, 1994 to July 24, 1994 of the
Predecessor included in this Prospectus have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports appearing herein, and have
been so included in reliance upon the reports of such firm, given upon their
authority as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to are summaries of the material provisions thereof. For
further information with respect to the Company and the Common Stock, reference
is made to the Registration Statement and the exhibits and schedules filed as a
part thereof. Copies of certain contracts or documents referred to herein are
filed as exhibits to the Registration Statement. Copies of the Registration
Statement, including exhibits and schedules thereto, may be inspected without
charge at the Commission's principal office in Washington, D.C. or obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, NW, Washington, D.C. 20549. Such material also may be accessed
electronically by means of the Commission's home page on the Internet
(http://www.sec.gov).

The financial statements of the Predecessor for each of the two years in
the period ended December 31, 1993 were audited by the Predecessor's independent
accounting firm (the "former auditor") and such financial statements did not
include a company under common control, the business and certain assets of which
were combined with the Company on January 1, 1993. The Company retained its
current auditor when it was formed in July 1994. The former auditor did not
audit the financial data or financial statements included in this Prospectus and
as such, their reports on the Company's financial statements for each of the two
years in the period ended December 31, 1993 do not cover the financial
statements of the Predecessor included herein. Such reports did not contain an
adverse opinion or disclaimer of opinion and were not qualified as to
uncertainty, audit scope or accounting principles. There were no disagreements
with the former auditor, and the former auditor was not replaced due to any
disagreement, on any matter of accounting principles or

50
<PAGE> 52

practices, financial statement disclosure or auditing scope or procedure at any
time during their engagement by the Company, which, if not resolved to the
former auditor's satisfaction, would have caused it to make reference to the
subject matter of the disagreement in connection with its report.

AVAILABLE INFORMATION AND REPORTS TO SECURITY HOLDERS

Upon completion of this Offering, the Company will become subject to the
informational requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended. The Company intends to distribute to its stockholders
annual reports containing audited consolidated financial statements and will
make available copies of quarterly reports for the first three quarters of each
fiscal year containing unaudited interim consolidated financial information.

51
<PAGE> 53

PAMARCO TECHNOLOGIES, INC. (THE "COMPANY")

PAMARCO INCORPORATED (THE "PREDECESSOR")

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
THE COMPANY
Independent Auditors' Report.......................................................... F-2
Consolidated Balance Sheets at December 31, 1995 and 1996 and (unaudited) at September
30, 1997............................................................................ F-3
Consolidated Statements of Income for the period from July 25, 1994 to December 31,
1994 and for the years ended December 31, 1995 and 1996 and (unaudited) for the nine
months ended September 30, 1996 and 1997............................................ F-5
Consolidated Statements of Stockholders' Equity for the period from July 25, 1994 to
December 31, 1994 and for the years ended December 31, 1995 and 1996 and (unaudited)
for the nine months ended September 30, 1997........................................ F-6
Consolidated Statements of Cash Flows for the period from July 25, 1994 to December
31, 1994 and for the years ended December 31, 1995 and 1996 and (unaudited) for the
nine months ended September 30, 1996 and 1997....................................... F-7
Notes to the Consolidated Financial Statements........................................ F-8

THE PREDECESSOR
Independent Auditors' Report.......................................................... F-24
Consolidated Statement of Operations and Retained Earnings for the Period from January
1, 1994 to July 24, 1994............................................................ F-25
Consolidated Statement of Cash Flows for the period from January 1, 1994 to July 24,
1994................................................................................ F-26
Notes to the Consolidated Financial Statements........................................ F-27
</TABLE>

F-1
<PAGE> 54

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Pamarco Technologies Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Pamarco
Technologies Inc. and subsidiaries (the "Company") as of December 31, 1995 and
1996, and the related consolidated statements of income, stockholders' equity
and cash flows for the years then ended and for the period from July 25, 1994 to
December 31, 1994. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Pamarco Technologies, Inc. and
subsidiaries as of December 31, 1995 and 1996, and the results of their
operations and their cash flows for the years then ended and for the period from
July 25, 1994 to December 31, 1994 in conformity with generally accepted
accounting principles.

/s/ Deloitte & Touche LLP
Parsippany, New Jersey

April 16, 1997
(October 22, 1997 as to the first two paragraphs of Note 6)

F-2
<PAGE> 55

PAMARCO TECHNOLOGIES INC.

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1996 AND SEPTEMBER 30, 1997

<TABLE>
<CAPTION>
SEPTEMBER 30,
1995 1996 1997
----------- ----------- -------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash.............................................. $ 260,478 $ 1,485,221 $ 1,429,562
Cash held in escrow............................... 109,358 -- --
Accounts receivable, less allowance for doubtful
accounts of $105,271, $158,629, and $255,204,
respectively................................... 6,866,795 8,852,537 12,824,451
Inventories....................................... 4,966,307 9,308,105 18,557,734
Prepaid expenses.................................. 466,069 658,360 1,497,568
Deferred income taxes............................. 451,541 419,980 989,337
Due from insurance company........................ 1,088,394 603,266 --
Other current assets.............................. 1,201,091 990,944 1,201,789
----------- ----------- ------------
Total current assets...................... 15,410,033 22,318,413 36,500,441
PROPERTY, PLANT AND EQUIPMENT -- Net................ 19,627,810 28,400,178 37,049,553
DEFERRED FINANCING COSTS -- Less accumulated
amortization of $60,046, $3,360, and $24,451,
respectively...................................... 156,240 89,991 113,091
EXCESS OF COST OVER FAIR VALUE OF NET ASSETS
ACQUIRED -- Less accumulated amortization of
$107,876, $230,058, and $452,938, respectively.... 2,811,010 2,796,268 8,924,098
OTHER ASSETS........................................ 389,101 622,242 663,811
----------- ----------- ------------
TOTAL ASSETS........................................ $38,394,194 $54,227,092 $ 83,250,994
=========== =========== ============
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE> 56

PAMARCO TECHNOLOGIES INC.

CONSOLIDATED BALANCE SHEETS -- CONTINUED
DECEMBER 31, 1995 AND 1996 AND SEPTEMBER 30, 1997

<TABLE>
<CAPTION>
SEPTEMBER 30,
1995 1996 1997
----------- ----------- -------------
(UNAUDITED)
<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt................. $ 1,316,549 $ 759,307 $ 2,398,292
Current portion of capitalized lease obligation... 117,383 130,578 35,801
Accounts payable.................................. 5,635,644 5,074,871 6,926,986
Income taxes payable.............................. 323,088 199,963 2,048,387
Accrued vacation.................................. 434,153 683,248 1,110,829
Customer advances................................. 545,187 3,408,160 5,749,059
Current portion of contingent purchase price
payable........................................ -- -- 250,000
Other accrued liabilities......................... 1,432,988 1,738,358 3,676,021
----------- ----------- ------------
Total current liabilities................. 9,804,992 11,994,485 22,195,375
----------- ----------- ------------
LONG-TERM LIABILITIES:
Long-term debt, less current portion.............. 10,420,297 15,014,106 21,555,242
Subordinated notes payable issued in connection
with acquisitions.............................. 1,287,500 1,000,000 1,000,000
Capitalized lease obligations..................... 460,357 345,416 9,562
Contingent purchase price payable................. -- -- 750,000
Deferred income taxes............................. 361,159 1,824,413 2,761,265
Postretirement benefits........................... 974,798 1,028,798 1,064,798
Other............................................. 82,317 168,365 206,894
----------- ----------- ------------
Total long-term liabilities............... 13,586,428 19,381,098 27,347,761
----------- ----------- ------------
Total liabilities......................... 23,391,420 31,375,583 49,543,136
----------- ----------- ------------
COMMITMENTS AND CONTINGENCIES (Notes 1, 10 and 14)
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value -- 10,000,000
shares authorized; none issued................. -- -- --
Common stock, $.01 par value -- 42,000,000 shares
authorized; 3,087,477 shares, 3,770,352 shares
and 4,999,703 shares issued and outstanding at
December 31, 1995, 1996 and September 30, 1997,
respectively................................... 30,875 37,704 49,997
Additional paid-in capital........................ 13,219,825 16,990,605 24,837,782
Retained earnings................................. 2,929,567 6,673,326 10,058,634
Loans to stockholders............................. (1,038,000) (1,014,260) (1,014,260)
Foreign currency translation adjustment........... (139,493) 164,134 (224,295)
----------- ----------- ------------
Total stockholders' equity................ 15,002,774 22,851,509 33,707,858
----------- ----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.......... $38,394,194 $54,227,092 $ 83,250,994
=========== =========== ============
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 57

PAMARCO TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF INCOME
FOR THE PERIOD FROM JULY 25, 1994 TO DECEMBER 31, 1994,
THE YEARS ENDED DECEMBER 31, 1995 AND 1996 AND
THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997

<TABLE>
<CAPTION>
PERIOD
JULY 25, 1994 NINE MONTHS ENDED
TO YEARS ENDED DECEMBER 31, -----------------------------
DECEMBER 31, ------------------------- SEPTEMBER 30, SEPTEMBER 30,
1994 1995 1996 1996 1997
--------------- ----------- ----------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
NET SALES...................... $13,299,402 $44,492,012 $53,708,447 $ 40,097,779 $ 68,566,258
----------- ----------- ----------- ------------ ------------
COSTS AND EXPENSES:
Cost of sales................ 9,045,536 31,676,547 37,939,367 28,317,343 46,144,297
Selling expenses............. 1,658,743 4,519,832 5,837,574 4,381,712 9,124,155
General and administrative
expenses.................. 1,280,542 4,507,964 5,807,459 4,163,972 6,799,353
Plant closure costs.......... -- 241,177 -- -- --
Gain on fire................. -- (1,299,785) (3,321,315) (3,091,021) (255,000)
----------- ----------- ----------- ------------ ------------
Total costs and
expenses........... 11,984,821 39,645,735 46,263,085 33,772,006 61,812,805
----------- ----------- ----------- ------------ ------------
INCOME FROM OPERATIONS......... 1,314,581 4,846,277 7,445,362 6,325,773 6,753,453
OTHER INCOME (EXPENSE):
Interest and other income.... 23,357 115,019 83,487 63,488 88,766
Interest expense............. (377,970) (1,094,174) (1,183,550) (897,692) (1,325,863)
----------- ----------- ----------- ------------ ------------
INCOME BEFORE INCOME TAXES..... 959,968 3,867,122 6,345,299 5,491,569 5,516,356
PROVISION FOR INCOME TAXES..... 351,489 1,546,034 2,601,540 2,118,463 2,131,048
----------- ----------- ----------- ------------ ------------
NET INCOME..................... $ 608,479 $ 2,321,088 $ 3,743,759 $ 3,373,106 $ 3,385,308
=========== =========== =========== ============ ============
EARNINGS PER SHARE............. .27 .61 .85 .78 .68
=========== =========== =========== ============ ============
WEIGHTED AVERAGE SHARES........ 2,260,655 3,800,610 4,427,775 4,349,789 4,995,649
=========== =========== =========== ============ ============
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE> 58

PAMARCO TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 25, 1994 TO DECEMBER 31, 1994,
THE YEARS ENDED DECEMBER 31, 1995 AND 1996 AND
THE NINE MONTHS ENDED SEPTEMBER 30, 1997

<TABLE>
<CAPTION>
FOREIGN
CAPITAL STOCK ADDITIONAL LOANS CURRENCY TOTAL
-------------------- PAID-IN RETAINED TO TREASURY TRANSLATION STOCKHOLDERS'
PREFERRED COMMON CAPITAL EARNINGS STOCKHOLDERS STOCK ADJUSTMENT EQUITY
--------- ------- ----------- ----------- ------------ -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Proceeds from
sale of
stock......... $-- $16,356 $ 6,943,644 $ -- $ -- $ -- $ -- $ 6,960,000
Issuance of
stockholder
loans......... -- -- -- -- (530,000) -- -- (530,000)
Net income...... -- -- -- 608,479 -- -- -- 608,479
Translation
adjustment.... -- -- -- -- -- -- 18,075 18,075
---- ------- ----------- ---------- ----------- -------- --------- -----------
BALANCE, DECEMBER
31, 1994........ -- 16,356 6,943,644 608,479 (530,000) -- 18,075 7,056,554
Net income...... -- -- -- 2,321,088 -- -- -- 2,321,088
Proceeds from
sale of
stock......... -- 12,756 5,415,444 -- (1,083,000) -- -- 4,345,200
Stock issued for
business
acquired...... -- 1,763 860,737 -- -- -- -- 862,500
Repayment of
stockholder
loans......... -- -- -- -- 575,000 -- -- 575,000
Translation
adjustment.... -- -- -- -- -- -- (157,568) (157,568)
---- ------- ----------- ---------- ----------- -------- --------- -----------
BALANCE, DECEMBER
31, 1995........ -- 30,875 13,219,825 2,929,567 (1,038,000) -- (139,493) 15,002,774
Net income...... -- -- -- 3,743,759 -- -- -- 3,743,759
Proceeds from
sale of
stock......... -- 6,129 3,384,002 -- -- -- -- 3,390,131
Stock issued for
business
acquired...... -- 181 99,815 -- -- -- -- 99,996
Stock issued for
conversion of
debt.......... -- 519 286,963 -- -- -- -- 287,482
Repayment of
stockholder
loans......... -- -- -- -- 23,740 -- -- 23,740
Translation
adjustment.... -- -- -- -- -- -- 303,627 303,627
---- ------- ----------- ---------- ----------- -------- --------- -----------
BALANCE, DECEMBER
31, 1996........ -- 37,704 16,990,605 6,673,326 (1,014,260) -- 164,134 22,851,509
(Unaudited)
Net income...... -- -- -- 3,385,308 -- -- -- 3,385,308
Proceeds from
sale of
stock......... -- 11,510 7,347,960 -- -- 15,000 -- 7,374,470
Stock issued for
business
acquired...... -- 783 499,217 -- -- -- -- 500,000
Purchase of
stock for
treasury...... -- -- -- -- -- (15,000) -- (15,000)
Translation
adjustment.... -- -- -- -- -- -- (388,429) (388,429)
---- ------- ----------- ---------- ----------- -------- --------- -----------
BALANCE, SEPTEMBER
30, 1997........ $-- $49,997 $24,837,782 $10,058,634 $ (1,014,260) $ -- $ (224,295) $ 33,707,858
==== ======= =========== ========== =========== ======== ========= ===========
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE> 59

PAMARCO TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM JULY 25, 1994 TO DECEMBER 31, 1994,
THE YEARS ENDED DECEMBER 31, 1995 AND 1996 AND
THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997

<TABLE>
<CAPTION>
PERIOD FROM YEARS ENDED NINE MONTHS ENDED
JULY 25, 1994 TO DECEMBER 31, ------------------------------
DECEMBER 31, -------------------------- SEPTEMBER 30, SEPTEMBER 30,
1994 1995 1996 1996 1997
---------------- ----------- ----------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................. $ 608,479 $ 2,321,088 $ 3,743,759 $ 3,373,106 $ 3,385,308
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization........... 397,021 1,365,109 1,835,459 1,333,701 2,259,271
(Gain) loss on disposal of property, net
of related proceeds................... 16,400 384,943 7,935 6,294 (25,647)
Deferred income taxes................... 50,911 986,967 1,494,815 723,805 633,389
Interest income on cash held in
escrow................................ -- (14,032) -- -- --
Adjustments to intangible assets........ -- (54,097) -- -- --
Write-off of deferred financing costs... -- -- 133,913 133,913 --
Changes in assets and liabilities:
Cash held in escrow................... -- -- -- 109,358 --
Accounts receivable................... (881,716) (851,712) (933,047) (1,587,951) (2,450,777)
Due from insurance company............ -- (1,088,394) 485,128 545,202 603,266
Inventories........................... 328,837 (178,791) (4,109,557) (1,580,188) (5,366,588)
Prepaid expenses...................... (178,992) 77,188 (106,140) (406,960) (821,281)
Other assets -- current............... (149,522) (903,284) 516,847 (131,004) (210,845)
Other assets -- noncurrent............ (71,555) (140,320) (288,676) (1,200,858) (1,001,074)
Accounts payable...................... 438,481 1,635,069 (1,173,753) (1,987,631) 983,908
Accrued expenses...................... (218,504) (1,168,919) 3,308,228 3,080,177 5,186,120
Other liabilities..................... 21,873 (14,306) 71,240 36,764 38,530
------------ ----------- ----------- ----------- ------------
Net cash provided by operating
activities........................ 361,713 2,356,509 4,986,151 2,447,728 3,213,580
------------ ----------- ----------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of businesses, net of $110,220,
$189,027, $22,887 and $920,820 cash
acquired in 1994, 1995, 1996 and September
30, 1997, respectively.................... (14,911,247) (5,422,706) (1,088,549) (1,088,549) (8,306,193)
Purchases of property, plant and
equipment................................. (941,270) (4,504,408) (7,095,382) (3,561,165) (5,269,576)
Proceeds from sale -- leaseback............. -- 500,000 -- -- --
Proceeds from sale of property, plant and
equipment................................. -- 13,960 24,486 5,756 61,551
Equipment deposits.......................... (194,814) 191,684 -- -- --
------------ ----------- ----------- ----------- ------------
Net cash used in investing activities..... (16,047,331) (9,221,470) (8,159,445) (4,643,958) (13,514,218)
------------ ----------- ----------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowing under term loans.................. 6,800,000 2,050,000 1,951,321 9,500,000 7,500,000
Repayments of term loans.................... (250,000) (1,059,671) (2,975,970) (10,325,512) (5,860,414)
Borrowings under revolving lines of
credit.................................... 2,839,236 1,187,300 739,196 224,239 188,970
Common stock issued......................... 6,960,000 4,345,200 3,390,127 3,390,127 7,374,470
Acquisition of treasury shares.............. -- -- -- -- (15,000)
Stockholder loan (issuance) repayments...... (530,000) 575,000 23,740 25,000 --
Repayment of subordinated note payable...... -- -- -- -- (1,000,000)
Borrowing under equipment line of credit.... -- -- 1,346,050 -- 2,626,604
Principal payments under capital lease
obligations............................... (7,734) (49,862) (101,746) (79,250) (430,631)
Payments of deferred financing costs........ -- (36,200) (93,351) (93,351) (3,829)
------------ ----------- ----------- ----------- ------------
Net cash provided by financing
activities.......................... 15,811,502 7,011,767 4,279,367 2,641,253 10,380,170
------------ ----------- ----------- ----------- ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH....... (5,419) (6,793) 118,670 77,505 (135,191)
------------ ----------- ----------- ----------- ------------
NET INCREASE (DECREASE) IN CASH............... 120,465 140,013 1,224,743 522,528 (55,659)
CASH, BEGINNING OF PERIOD..................... -- 120,465 260,478 260,478 1,485,221
------------ ----------- ----------- ----------- ------------
CASH, END OF PERIOD........................... $ 120,465 $ 260,478 $ 1,485,221 $ 783,006 $ 1,429,562
============ =========== =========== =========== ============
</TABLE>

See notes to consolidated financial statements

F-7
<PAGE> 60

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM JULY 25, 1994 TO DECEMBER 31, 1994,
THE YEARS ENDED DECEMBER 31, 1995 AND 1996 AND
THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997

(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS
UNAUDITED)

1. ORGANIZATION

Pamarco Technologies, Inc. (the "Company"), a Delaware Corporation, was
incorporated on July 20, 1994. The Company first issued common stock on July 25,
1994 in connection with the acquisition of Pamarco, Incorporated by its
wholly-owned subsidiary, Pamarco Acquisition Co. The Company sold 1,635,600
shares of common stock, to various investors, including affiliates of Bradford
Ventures Ltd. ("BVL") and certain members of management of Pamarco,
Incorporated.

Pursuant to the Stock Purchase Agreement dated July 25, 1994 (the "Stock
Purchase Agreement"), Pamarco Acquisition Co. acquired (the "Acquisition") all
of the outstanding capital stock of Pamarco Incorporated, a wholly-owned
subsidiary of Amir Investments Corp. (the "Seller"). Pamarco Acquisition Co. was
merged with and into Pamarco, Incorporated. The purchase price consisted of cash
consideration of approximately $9.4 million, including related transaction
costs. The Company may also be required to pay an additional contingent purchase
price of up to $875,000 based on cumulative pre-tax income for the period
January 1, 1995 through December 31, 1999, as defined in the Stock Purchase
Agreement. The Seller may elect to receive the contingent purchase price in the
form of either cash or shares of common stock of the Company.

The Acquisition has been accounted for by the purchase method of accounting
and, accordingly, the accompanying consolidated balance sheet has been prepared
based on an allocation of the purchase price to the estimated fair values of the
assets acquired and the liabilities assumed at the date of Acquisition.

In January 1995, the Company issued additional shares of common stock for
approximately $4,345,000 in cash, net of certain loans. Effective January 23,
1995, the Company acquired substantially all of the assets and liabilities of
Dauphin Graphic Machines, Inc. ("Dauphin"). The purchase price consisted of
approximately $4.4 million, including related transaction costs, and a
$1,000,000 subordinated note payable to the seller, which was repaid in August
of 1997. The Company may also be required to pay an additional contingent
purchase price of up to $1,000,000, and the seller has an option to purchase
58,750 shares of common stock of the Company at an exercise price of $4.26 per
share, based on cumulative pre-tax earnings for the period January 1, 1995
through December 31, 1997. The purchase price was allocated to the assets
acquired and the liabilities assumed based on their fair values at the date of
the acquisition. Based on the operating results of Dauphin through September 30,
1997, it would appear probable that Dauphin will meet the earnout target.
Therefore, the Company has recorded a liability and a corresponding increase to
goodwill in the amount of $1,000,000. This amount will be paid in four equal
annual installments.

Effective June 22, 1995, Pamarco Europe Ltd. ("Pamarco Europe"), the
Company's wholly-owned U.K. subsidiary, acquired all of the outstanding common
shares of Qualtech Holdings Ltd. ("Qualtech") for approximately $2,399,230
including related transaction costs. The Company may also be required to pay an
additional contingent purchase price of up to $300,000 based on the cumulative
pre-tax earnings of Pamarco Europe and Qualtech for the period January 1, 1996
through December 31, 1998. The purchase price consisted of $1,156,100 in cash, a
$289,000 convertible subordinated note payable to the seller and 176,250 shares
of the Company's common stock at a share price of $4.89. The purchase price was
allocated to the assets acquired and the liabilities assumed based on their fair
values at the date of the acquisition. Effective January 1, 1996, Qualtech was
merged with and into Pamarco Europe.

In April 1996, the Company issued 612,831 additional shares for
approximately $3,390,000 in cash. Effective April 19, 1996, the Company acquired
substantially all of the outstanding common shares of

F-8
<PAGE> 61

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Armotek Industries, Inc. ("Armotek"). The purchase price was approximately
$1,200,000, including related transaction costs. The purchase price consisted of
$1,100,000 in cash and 18,076 shares of the Company's common stock, at a share
price of $5.53. The Company may also be required to pay a contingent purchase
price of up to $800,000 based on the cumulative pre-tax earnings of Armotek for
the period April 19, 1996 through December 31, 1998. The purchase price was
allocated to the assets acquired and the liabilities assumed based on their fair
values at the date of acquisition.

On January 10, 1997, the Company issued 855,019 additional shares of common
stock for approximately $5,458,000 in cash. Effective January 10, 1997, the
Company acquired all of the outstanding common stock of Diamond Holding
Corporation ("Diamond"). The purchase price was approximately $10.0 million,
including related transaction costs. The purchase price consisted of $8,500,000
in cash, a $1,000,000 subordinated note payable to the seller, and 78,333 shares
of the Company's common stock at a share price of $6.38. The Company may also be
required to pay a contingent purchase price of up to $2.5 million based on the
cumulative pre-tax earnings of Diamond for the period January 1, 1997 through
December 31, 1998.

In August 1997, the Company issued an additional 268,981 shares of common
stock (including 2,350 shares previously held in treasury) to existing investors
and certain employees and new investors for an aggregate purchase price of
$1,716,900 or $6.38 per share.

In September 1997, the Company issued an additional 29,375 shares of common
stock to an officer of the Company for an aggregate purchase price of $200,044
or $6.81 per share.

The following unaudited pro forma results of operations assume the
acquisitions of Pamarco, Incorporated, Dauphin and Qualtech had occurred as of
January 1, respectively of the following periods which included, for the period
January 1, 1994 to July 24, 1994, the operating results of the Predecessor
Company:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1994 1995
------------ ------------
<S> <C> <C>
Net sales............................................... $ 39,547,016 $ 46,166,343
Net income.............................................. 1,431,847 2,377,315
Earnings per common share............................... .63 .63
</TABLE>

The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the acquisitions been consummated
as of January 1, nor are they necessarily indicative of future operating
results.

The following unaudited pro forma results of operations assume the
acquisition of Armotek occurred as of January 1 of the following years:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
---------------------------
1995 1996
----------- -----------
<S> <C> <C>
Net sales............................................... $51,786,734 $55,588,294
Net income.............................................. 2,400,295 3,581,071
Earnings per common share............................... .63 .81
</TABLE>

The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the acquisition been consummated
as of January 1, nor are they necessarily indicative of future operating
results.

F-9
<PAGE> 62

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following unaudited pro forma results of operations assume the
acquisition of Diamond occurred as of January 1 of the following year:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1996
------------
<S> <C>
Net sales........................................................... $ 73,572,541
Net income.......................................................... 3,970,650
Earnings per common share........................................... .90
</TABLE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION -- The accompanying consolidated financial
statements include the accounts of the Company and its subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation.

INVENTORIES -- Inventories are stated at the lower of cost, determined on a
first-in, first-out (FIFO) basis, or market.

PROPERTY, PLANT AND EQUIPMENT -- Depreciation is recorded over the
estimated useful lives of the assets using the straight-line method. Significant
additions or improvements extending asset lives are capitalized at cost; normal
maintenance and repair costs are expensed as incurred. Leasehold improvements
are amortized over the shorter of the estimated useful life of the property or
the term of the lease.

The estimated useful lives for financial reporting purposes are as follows:

<TABLE>
<CAPTION>
ASSETS LIFE
- ------------------------------ ---------------
<S> <C>
Buildings and improvements.... 40 years
Leasehold improvements........ Leasehold term
Machinery and equipment....... 5-20 years
Furniture and fixtures........ 10 years
Tooling....................... 5 years
Vehicles...................... 5 years
</TABLE>

DEFERRED FINANCING COSTS -- Deferred financing costs are amortized over the
terms of the related obligations using the interest method.

CONTINGENT PURCHASE PRICE -- When it is determined that the contingent
purchase price payments related to any of its acquisitions are resolved, the
Company records such amounts as increased goodwill associated with the
transaction.

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED -- The excess of
purchase price over the estimated fair value of the net assets acquired,
including any contingent purchase price paid where applicable, is being
amortized on a straight-line basis over periods ranging from twenty to thirty
years.

LONG-LIVED ASSETS -- The Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of
("SFAS 121"), which the Company adopted in 1996. SFAS No. 121 requires that
impairments, measured using fair value, are recognized whenever events or
changes in circumstances indicate that the carrying amount of long-lived assets
may not be recoverable and the future undiscounted cash flows

F-10
<PAGE> 63

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

attributed to the assets are less than their carrying values. The adoption of
SFAS 121 had no effect on the Company's results of operations or financial
condition.

FOREIGN CURRENCY TRANSLATION -- The accounts of the Company's wholly-owned
U.K. subsidiary are translated into U.S. dollars in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation."
Net assets of the subsidiary whose functional currency is other than the U.S.
dollar are translated at a current rate of exchange. Results of operations are
translated using the average exchange rate prevailing throughout the period.

EARNINGS PER SHARE -- Earnings per share has been computed by dividing net
income for the periods presented by the weighted average number of common stock
and equivalent common shares, if any, outstanding in each period. Equivalent
common shares includes net shares issuable upon the assumed exercise of options
using the treasury stock method.

CUSTOMER ADVANCES -- Customer advances are collected and recorded on
certain sales. Such amounts are used to offset future billings.

REVENUE RECOGNITION -- The Company generally recognizes revenue upon the
shipment, or if applicable, the installation of its products, or when a service
is completed.

INCOME TAXES -- Deferred income taxes are determined based on the tax
effect of the differences between the financial statement and tax bases of
assets and liabilities. Deferred tax assets and liabilities are classified as
either current or noncurrent based generally on the classification of the
related asset or liability.

RESEARCH AND DEVELOPMENT COSTS -- Research and development costs are
charged to expense as incurred. Research and development costs for the year
ended December 31, 1995 and 1996 and the nine months ended September 30, 1997
were approximately $208,000, $23,000 and $11,200, respectively.

CREDIT RISK -- Financial instruments which potentially subject the Company
to credit risk consist principally of accounts receivable. The Company's trade
accounts receivable are primarily from companies located throughout the United
States and Great Britain in the printing, packaging and converting industries.

FAIR VALUE OF FINANCIAL INSTRUMENTS -- The carrying amounts in the
financial statements for accounts receivable, accounts payable, accrued
liabilities, accrued income taxes and customer advances approximate fair value
due to the short-term nature of these instruments. The carrying value of
long-term debt, including the current portion, approximated fair value as of
December 31, 1995, 1996 and September 30, 1997, due to the variable interest
rate features of this debt. The carrying value of loans to stockholders
approximated fair value as of December 31, 1995, 1996 and September 30, 1997,
based upon the discounted value of the future cash flows expected to be received
from the loans. The Company does not hold or issue financial instruments for
trading purposes. Amounts to be paid or received under interest rate cap
agreements are recognized as increases or reductions in interest expense in the
periods in which they accrue.

USE OF ESTIMATES -- The preparation of the financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

RECENTLY ISSUED ACCOUNTING STANDARDS -- In February 1997, the Financial
Accounting Standards Board issued SFAS No. 128 "Earnings Per Share," which is
effective for financial statement periods beginning after December 15, 1997.
This statement simplifies the standards for computing earnings per share (EPS)
and makes them comparable to International EPS standards. SFAS No. 128 replaces
the standards for computing and presenting EPS found in Accounting Principles
Board Opinion No. 15 "Earnings per Share" (APB 15). SFAS 128 requires dual
presentation of Basic (which replaces APB 15's Primary EPS) and diluted EPS on

F-11
<PAGE> 64

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the face of the income statement for all entities with complex capital
structures. The Company believes that this standard, when adopted, will not
materially effect earnings per share amounts.

3. INVENTORIES

Inventories consisted of the following:

<TABLE>
<CAPTION>
SEPTEMBER
DECEMBER 31, 30,
1995 1996 1997
---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Work in process........................................... $1,914,261 $2,695,385 $ 8,049,445
Raw materials............................................. 2,813,992 4,976,602 7,942,789
Finished goods............................................ 238,054 1,636,118 2,565,500
---------- ---------- -----------
Total................................................ $4,966,307 $9,308,105 $18,557,734
========== ========== ===========
</TABLE>

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
SEPTEMBER
DECEMBER 31, 30,
1995 1996 1997
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Land.................................................... $ 565,616 $ 636,402 $ 656,202
Buildings and improvements.............................. 3,009,755 5,356,659 7,144,656
Leasehold improvements.................................. 1,138,291 1,455,112 1,555,131
Machinery and equipment................................. 15,263,927 22,296,824 29,656,074
Furniture and fixtures.................................. 83,029 391,957 968,936
Tooling................................................. 1,876,126 2,343,119 2,789,247
Construction in progress................................ -- -- 139,019
----------- ----------- -----------
Total.............................................. 21,936,744 32,480,073 42,909,265
Less accumulated depreciation and amortization.......... (2,308,934) (4,079,895) (5,859,712)
----------- ----------- -----------
Net..................................................... $19,627,810 $28,400,178 $37,049,553
=========== =========== ===========
</TABLE>

F-12
<PAGE> 65

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. LONG-TERM DEBT

Long-Term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER
------------------------- 30,
1995 1996 1997
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
U.S. term loan payable in variable monthly installments
maturing on September 30, 2003........................ $ -- $ 9,650,867 $15,015,383
U.S. revolving loan payable on September 19, 1999....... -- 4,776,496 4,965,496
U.S. equipment line of credit, interest only payments
until term loan conversion was elected................ -- 1,346,050 3,972,655
U.S. term loan payable in variable monthly installments,
maturing on July 1, 2001.............................. 6,066,666 -- --
U.S. Dauphin term loan payable in equal monthly
installments of $8,333 maturing on February 1, 2000... 416,670 -- --
U.K. term loan payable in equal quarterly installments
of approximately L40,000 maturing on June 22, 2000.... 1,135,276 -- --
U.S. revolving loans payable on July 1, 1997............ 4,037,300 -- --
U.K. overdraft loan payable on July 1, 1997............. -- -- --
Equipment note payable in monthly installments through
September 1996, with interest at 5.5%................. 80,934 -- --
----------- ----------- -----------
Total................................................. 11,736,846 15,773,413 23,953,534
Less current maturities................................. 1,316,549 759,307 2,398,292
----------- ----------- -----------
Total long-term debt.................................... $10,420,297 $15,014,106 $21,555,242
=========== =========== ===========
</TABLE>

Long-term debt payments due in years subsequent to December 31, 1996 are as
follows:

<TABLE>
<S> <C>
1997........................................................ $ 759,307
1998........................................................ 1,187,800
1999........................................................ 6,082,002
2000........................................................ 1,633,225
2001........................................................ 1,672,461
Thereafter.................................................. 4,438,618
-----------
Total....................................................... $15,773,413
===========
</TABLE>

On September 19, 1996, the Company entered into a Loan and Security
Agreement (the "Loan Agreement") with a lending institution. The Loan Agreement
provides the Company with a credit facility consisting of a $8.5 million
revolver loan, $2.0 million equipment line of credit and a $9.5 million term
loan. Proceeds of the Loan Agreement were used to refinance the long-term debt
obligations that existed at December 31, 1995.

The Loan Agreement provides the Company with several interest rate options
that may be elected. The Company has elected a London Interbank Offered Rate
("LIBOR") plus 1.25% for its term and revolving debt. In conjunction with the
LIBOR election, the Company has purchased a fifteen month interest rate cap on a
notional amount of $3,750,000. The cap limits the LIBOR rate to 6.50% in 90 day
intervals. At December 31, 1996 the interest rate based on LIBOR for the term
and revolver loans was 6.7813%. The Company can extend the LIBOR based interest
option or convert the debt to a prime interest based rate.

F-13
<PAGE> 66

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company's equipment line of credit bears interest at the daily prime
rate minus 0.50%. At December 31, 1996, the interest rate was 7.75%. The Company
can elect to convert this debt to a term loan while choosing from varying
maturity dates of five to seven years. Upon conversion to a term loan the
Company can also select an interest rate base. During September 1997 the Company
elected conversion of the entire outstanding balance under its equipment line of
credit to a term loan, payable over a seven year term. The Company also elected
a LIBOR based interest rate for this loan. At September 30, 1997 the interest
rate was 6.53%.

The Company pays the bank a facility fee equal to 0.25% (on an annual
basis) of the average daily unused portion of the balance committed by the bank.

As a result of the acquisition of Diamond in January of 1997, the Company
negotiated an increase in its Loan Agreement. The term loan was increased by
$7.5 million with monthly maturities to January 2004. The revolver loan was
increased by $2.0 million. The equipment line of credit was increased by $2.0
million. These increases will result in additional debt payments of $288,462 in
1997, 903,846 in 1998, $923,077 in 1999, $1,240,384 in 2000, $1,269,231 in 2001,
and $2,875,000 thereafter.

All of the property, assets and rights of the Company and its subsidiaries
have been pledged as security for the term loan. The revolver loan is unsecured.
The Loan Agreement contains certain affirmative and negative covenants which,
among other matters: (a) restrict (i) the purchase and disposition of assets;
(ii) additional indebtedness; (iii) the declaration or payment of dividends
(only to the extent the Company is in default of any other covenant of the Loan
Agreement or that the declaration of dividends would place them in default);
(iv) investments; (v) capital expenditures; and (b) require the maintenance of
certain financial amounts and ratios. Under the most restrictive covenant, the
amount of retained earnings available for dividends at December 31, 1996 was
approximately $4.6 million. At December 31, 1996, the Company was in violation
of the capital expenditures financial covenant under the Loan Agreement. On
April 16, 1997, the Company received a waiver of the violation from the lender.

Under the U.S. term loan agreement outstanding at December 31, 1995,
Pamarco, Incorporated had the option to fix the interest rate on $1 million
increments of principal at any time. As of December 31, 1995, $1,733,333 of
principal was locked in at a fixed rate of 8.04%, $888,095 of principal was
locked in at a fixed rate of 8.65%. The remaining $3,445,238 of principal at
December 31, 1995, bore interest at the bank's base rate plus a variable margin,
as defined by the loan agreement. The weighted average interest rate for the
year ended December 31, 1995 was 8.92%.

The Dauphin term loan expiring on February 1, 2000 bore interest at the
bank's base rate plus a variable margin, as defined by the loan agreement. The
weighted average interest rate for the period from January 23, 1995 to December
31, 1995 was 8.86%.

The U.K. term loan agreement bore interest at the bank's sterling base rate
plus 2.0%.

Both Pamarco, Incorporated and Dauphin maintained U.S. revolving loans
which provided for borrowings to maximums of $4.5 million and $2.5 million and
which bore interest at the bank's base rate plus the variable margins in effect.
The unused portions of Pamarco, Incorporated's and Dauphin's U.S. revolving
loans at December 31, 1995 were $0.6 million and $2.4 million, respectively.

Pamarco, Incorporated's loan agreement also provided for an overdraft loan
to Pamarco Europe Ltd. of up to L470,000, or approximately $750,000. Borrowings
under this loan were due on July 1, 1997 and were payable in pounds sterling.
Interest accrued at the bank's sterling base rate plus 2.0%.

6. STOCKHOLDERS' EQUITY

On October 22, 1997, the Board of Directors authorized an initial public
offering ("Offering") of the Company's common stock. The proceeds from the sale
of such stock, after deducting offering expenses, would

F-14
<PAGE> 67

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

be used to repay certain loans and to provide working capital for expanding the
Company's operations and for general corporate purposes.

In addition, on October 22, 1997, the Board of Directors approved the
conversion of all Class A, Class B and Class C common shares of stock into one
class of common stock, a 2.35 for one stock split, and an increase in the number
of authorized preferred and common shares to 10,000,000 and 42,000,000,
respectively. All previously reported share and per share information has been
retroactively restated to give effect to such stock split.

Weighted average shares was calculated utilizing the treasury stock method,
assuming that all shares issued within one year prior to the initial filing of
the Registration Statement were outstanding for all periods presented.

The Company's capital stock consists of common stock and preferred stock.
All shares of stock of the Company have a par value of $.01 per share. Holders
of common stock have one vote per share on any matter on which the stockholders
of the Company are entitled to vote.

The Company maintains a 1995 Stock Option Plan (the "Plan") in which a
maximum of 705,000 shares of common stock have been authorized for issuance.
Pursuant to the Plan, the Company entered into Option Agreements (the "Option
Agreements") with certain members of management. Such Option Agreements grant
these employees the option to purchase shares of common stock of the Company at
purchase prices equal to the estimated fair market value of the shares as
determined by the Board of Directors as of the date of the grant. The options
granted by the Option Agreements are nonqualified stock options. All of the
options will vest and become exercisable on the tenth anniversary of the Option
Agreements to the extent that they have not vested and become exercisable
earlier under the terms of the Option Agreements. Upon completion of a public
offering, options to purchase a total of 161,769 shares of common stock will
become immediately exercisable.

The activity in the Plan is presented below:

<TABLE>
<CAPTION>
SHARES UNDER WEIGHTED-AVERAGE
OPTION EXERCISE PRICE
------------ ----------------
<S> <C> <C>
Outstanding, December 31, 1994.......................... -- $ --
Granted................................................. 374,825 4.26
-------- ------
Outstanding, December 31, 1995.......................... 374,825 4.26
Granted................................................. 5,875 5.53
-------- ------
Outstanding, December 31, 1996.......................... 380,700 4.28
Granted................................................. 19,211 6.50
-------- ------
Outstanding, September 30, 1997......................... 399,911 $ 4.39
======== ======
Exercisable at December 31, 1995........................ 29,845
========
Exercisable at December 31, 1996........................ 60,278
========
Exercisable at September 30, 1997....................... 60,278
========
</TABLE>

The Company applies Accounting Principles Board (APB) Opinion 25 and
related interpretations in accounting for the Plan. Accordingly, no compensation
cost has been recognized for the Plan. Had compensation cost for the Plan been
determined consistent with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123), the Company's pro forma
net income would have been $2,288,626 and $3,704,335, for the years ended 1995
and 1996, respectively.

F-15
<PAGE> 68

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The weighted average fair value of the stock options granted during 1995,
1996, and the period ended September 30, 1997 was $1.67, $1.07 and $0.83,
respectively. The fair value of each stock option grant is estimated on the date
of the grant using the minimum value option pricing model with the following
weighted average assumptions utilized for grants in 1995, 1996, and the period
ending September 30, 1997, respectively; risk-free interest rate of 6.02% to
6.49%, expected life of 2.00 to 8.04 years, and no expected dividend yield.
Stock options generally expire ten years from the grant date.

7. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
PERIOD
JULY 25,
1994 TO YEARS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1994 1995 1996 1996 1997
------------ ---------- ---------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Income taxes paid.................. $360,730 $ 927,778 $ 706,330 $ 619,200 $ 973,915
Interest paid...................... 294,357 1,019,114 1,253,630 1,024,101 1,247,793
Noncash investing and financing
activities:
Issuances of securities in
connection with purchases of
businesses:
Common stock in connection
with purchase of business... -- 862,500 99,996 99,996 500,000
Subordinated notes payable.... -- 1,289,000 -- -- 1,000,000
Capital lease obligation......... -- 500,000 -- -- --
Common stock issued in conversion
of subordinated note
payable....................... -- -- 287,482 -- --
Accrual of contingent purchase
price......................... -- -- -- -- 1,000,000
</TABLE>

8. MAJOR DAMAGE TO FACILITY

On August 7, 1995, Pamarco, Incorporated's main facility in Roselle, New
Jersey sustained major damage from a fire. The facility remained partially
operational; however, during the remainder of 1995, Pamarco, Incorporated
utilized its other facilities, as well as outside vendors, to supplement
production. Pamarco, Incorporated maintains insurance for both property damage
(replacement value) and business interruption applicable to this facility. The
policy providing the coverage for property insurance is subject to a deductible
of $5,000 and there is no deductible for the business interruption insurance.

At the time of the fire, the amount of insurance recoveries was not
determinable. Accordingly, the Company has recorded insurance recoveries over a
period of time from the third quarter of 1995 through the first quarter of 1997
as these amounts were settled with the Company's insurance carrier.

Insurance recoveries for the years ended December 31, 1995 and 1996 and the
periods ended September 30, 1996 and 1997 totaled $2.3 million, $4.6 million,
$3.4 million and $0.9 million, respectively. Receipt of these proceeds
represents the settlement of amounts due to the Company from the insurance
carrier.

The Company has recognized in its statements of income for the years ended
December 31, 1995, 1996 and the nine month period ended September 30, 1996 gains
of approximately $700,000, $1.1 million and $1.3 million, respectively,
representing insurance recoveries received in excess of the carrying value of
the facility and machinery and equipment and related expenses incurred. Also
included in its statements of income for the years ended December 31, 1995, 1996
and the nine month periods ended September 30, 1996 and September 30, 1997 was
approximately $600,000, $2.2 million, $1.8 million and $255,000, respectively,
related to business interruption coverage.

F-16
<PAGE> 69

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. PLANT CLOSURE

During 1995, the Company discontinued production at its Dallas, Texas
facility and relocated a portion of the production equipment to its other
facilities within the United States. As a result, the Company recorded costs of
$241,177 primarily relating to severance, waste disposal and the write-off of
certain assets. The plan was completed in 1995 and management believes that
there are no remaining liabilities associated with the closure of this facility.

10. LEASES

In September 1995, Pamarco, Incorporated sold machinery and equipment with
a net book value of $500,000 to a bank and simultaneously entered into a capital
lease agreement over a five-year period. In accordance with the terms of the
capital lease agreement, ownership of the machinery and equipment is transferred
back to the Company at the end of the lease term. The capital lease agreement
contains affirmative and negative covenants which among other matters: (a)
restrict (i) the purchase and disposition of assets; (ii) additional
indebtedness; (iii) the declaration or payment of dividends; (iv) investments;
(v) capital expenditures; and (b) require the maintenance of certain financial
amounts and ratios.

At December 31, 1996, the Company was not in compliance with the capital
expenditure covenant. However, the Company continued to repay the lease in
accordance with the repayment terms. Were the bank to have called the lease the
Company had sufficient availability on its term and revolving credit loans to
repay the remaining amount due under this capital lease which approximated
$400,000 at December 31, 1996. In September of 1997, the Company repaid the
lease in full.

In addition, Pamarco Europe is obligated under a capital lease relating to
equipment. The Company was also obligated under various operating leases in both
the United States and the United Kingdom, principally for buildings and
equipment, including leases with former owners of businesses acquired, which
expire at various dates through 2010. Future minimum lease payments for the
capital and operating leases with initial or remaining terms in excess of one
year as of December 31, 1996 are as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
-------- ----------
<S> <C> <C>
1997................................................................... $160,196 $ 878,958
1998................................................................... 160,196 852,580
1999................................................................... 120,086 787,626
2000................................................................... 100,071 708,936
2001................................................................... -- 573,061
Thereafter............................................................. -- 1,551,443
-------- ----------
540,549 $5,352,604
==========
Amount representing interest (ranging from 5.15% to 7.38%)............. 64,555
--------
Present value of minimum lease payments................................ $475,994
========
Current capital lease payable.......................................... $130,578
========
Noncurrent capital lease payable....................................... $345,416
========
</TABLE>

Rental expense for the period ended December 31, 1994 and the years ended
December 31, 1995 and 1996 were $390,724, $1,005,718 and $870,209, respectively,
which included amounts paid to related parties of $39,470, $227,846 and
$252,991, respectively. Rental expense for the nine months ended September 30,
1996 and 1997 were $1,103,058 and $1,823,446, respectively, which included
amounts paid to related parties of $188,334 and $729,769, respectively.

F-17
<PAGE> 70

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. INCOME TAXES

The components of income before income taxes and the provision for income
taxes are as follows:

<TABLE>
<CAPTION>
PERIOD
JULY 25,
1994 TO YEARS ENDED
DECEMBER 31, DECEMBER 31,
1994 1995 1996
------------ ---------- ----------
<S> <C> <C> <C>
Income before income taxes:
Domestic................................................ $672,262 $3,053,250 $4,815,593
Foreign................................................. 287,706 813,872 1,529,706
--------- ---------- ----------
Total income before income taxes.......................... $959,968 $3,867,122 $6,345,299
========= ========== ==========
</TABLE>

The provision for income taxes consisted of the following:

<TABLE>
<CAPTION>
JULY 25,
1994 TO YEARS ENDED
DECEMBER 31, DECEMBER 31,
1994 1995 1996
------------ ---------- ----------
<S> <C> <C> <C>
Current:
Federal................................................. $200,698 $ 137,001 $ 484,499
Foreign................................................. 41,613 190,610 479,850
State................................................... 58,267 132,530 142,376
--------- ---------- ----------
Total current provision................................... 300,578 460,141 1,106,725
--------- ---------- ----------
Deferred:
Federal................................................. 28,638 798,451 1,105,335
Foreign................................................. 17,219 82,005 55,945
State................................................... 5,054 205,437 333,535
--------- ---------- ----------
Total deferred provision.................................. 50,911 1,085,893 1,494,815
--------- ---------- ----------
Total provision for income taxes.......................... $351,489 $1,546,034 $2,601,540
========= ========== ==========
</TABLE>

Included in other current assets as of December 31, 1995 and 1996 are
Federal and state income tax receivables of approximately $395,000 and $195,000,
respectively, arising from overpayments of federal and state taxes paid during
the year.

F-18
<PAGE> 71

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred income tax assets and liabilities consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1996
DEFERRED DEFERRED DEFERRED DEFERRED
TAX ASSETS TAX LIABILITIES TAX ASSETS TAX LIABILITIES
---------- --------------- ---------- ---------------
<S> <C> <C> <C> <C>
Current:
Accounts receivable.......................... $ 37,322 $ -- $ 24,442 $ --
Prepaid insurance............................ -- 13,506 -- 23,858
Accrued environmental liabilities............ 35,458 -- -- --
Other accrued expenses....................... 193,393 -- 211,837 --
Accrued vacation............................. 198,874 -- 207,559 --
---------- ----------- ---------- -----------
Total current.................................. $ 465,047 $ 13,506 $443,838 $ 23,858
========== =========== ========== ===========
Noncurrent:
Property, plant and equipment................ $ -- $ 700,994 $ -- $ 1,585,278
Deferred gain on damage to facility.......... -- 519,914 -- 979,233
Other long-term liabilities.................. 82,113 -- 126,883 --
Postretirement benefits...................... 346,079 -- 367,679 --
Goodwill..................................... 250,539 -- 208,861 --
Cash surrender value......................... -- 26,545 -- 41,269
Operating loss carryforwards................. 202,934 -- 45,347 --
Foreign tax credit carryforward.............. -- -- 30,836 --
AMT credit carryforward...................... 125,631 -- 178,708 --
Deferred foreign taxes....................... -- 121,002 -- 176,947
---------- ----------- ---------- -----------
Total noncurrent............................... $1,007,296 $ 1,368,455 $958,314 $ 2,782,727
========== =========== ========== ===========
</TABLE>

As a result of temporary differences, the Company generated in 1995, net
operating loss carryforwards for Federal and state income tax purposes of
approximately $300,000 and $1.4 million, respectively. At December 31, 1996, the
entire Federal net operating loss was utilized and approximately $750,000 of
state net operating loss carryforward remains available. The state net operating
loss carryforward expires in the year 2002.

The following is a reconciliation of the expected provision for income
taxes determined at the statutory rates and the actual provision for income:

<TABLE>
<CAPTION>
PERIOD
JULY 25,
1994 TO DECEMBER 31,
DECEMBER 31, ---------------------------
1994 1995 1996
------------ ---------- ----------
<S> <C> <C> <C>
Income before income taxes...................... $959,968 $3,867,122 $6,345,299
Statutory federal income tax rate............... 34% 34% 34%
-------- ---------- ----------
Expected income tax provision................... 326,389 1,314,821 2,157,402
Income of foreign subsidiary taxed at different
rate.......................................... (38,071) (4,102) 15,297
State taxes, net of Federal benefit............. 41,792 190,738 314,100
Nondeductible items............................. 21,379 44,577 106,338
Other........................................... -- -- 8,403
-------- ---------- ----------
Provision for income taxes...................... $351,489 $1,546,034 $2,601,540
======== ========== ==========
</TABLE>

F-19
<PAGE> 72

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. RELATED PARTY TRANSACTIONS

In conjunction with the Acquisition, the Company loaned $530,000, evidenced
by notes receivable, to certain members of management to fund a portion of their
capital contributions to the Company. Such notes bear interest at 5%, payable
annually, and the principal is due in full on July 25, 1999. During 1995,
$60,000 of these loans were repaid.

In connection with the purchase of Dauphin (as discussed in Note 1), the
Company sold 542,820 newly-issued shares of its common stock to certain members
of management of the Company, Dauphin and Pamarco Europe to fund a portion of
the Company's capital contributions to Dauphin. The Company loaned $1,083,000,
evidenced by notes receivable to such members of management to serve as partial
consideration for the shares purchased. During the course of 1995 and 1996,
approximately $515,000 and $24,000 respectively, of these loans were repaid.
Such notes bear interest at 5%, payable annually, and the principal is due in
full on January 23, 2000.

Pamarco, Incorporated and Dauphin have consulting agreements with BVL
effective August 1, 1994 and January 23, 1995, respectively. The agreements
state that BVL will provide financial, acquisition, operational, organizational
and management services to the Company and Dauphin for fees of $125,000 and
$65,000, respectively, for the first year. Such fees shall increase by 5% for
each year thereafter, and are payable in equal monthly installments. The terms
of such agreements are 10 years, but shall automatically renew for successive
one-year terms unless terminated by any of the parties.

On January 23, 1995, Dauphin issued a subordinated note payable to the
Seller in the principal amount of $1,000,000 originally bearing interest at 6%,
payable annually. The note was amended on July 19, 1995 to bear interest at 8%,
payable annually. The principal is payable in four equal annual installments
commencing on January 23, 2002.

In connection with the purchase of Qualtech (as discussed in Note 1), the
Company issued 176,250 shares of its common stock to the former owners of
Qualtech as partial consideration for the purchase. Prior to the Company's
acquisition of Qualtech, the managing director of Pamarco Europe and another
related party had each been fifty-percent owners of Qualtech and certain members
of management of Pamarco Europe and the Company had served as directors of
Qualtech.

During August 1996, the managing director of Pamarco Europe and another
related party converted approximately $289,000 of subordinated notes payable,
issued in connection with the purchase of Qualtech, for 51,968 shares of the
Company's common stock at a share price of $5.53.

13. EMPLOYEE BENEFIT PLANS

Pamarco, Incorporated has a salary reduction 401(k) plan for its U.S.
employees. Employees are eligible to participate in the 401(k) plan upon
attainment of 21 years of age and upon completion of one-half year of service.
Pamarco, Incorporated provides matching amounts contributed by employees up to
3% of the employee's gross salary. The Company's matching contributions for this
plan were approximately $77,400, $199,000, $223,000, $170,000 and $166,000 for
the period July 25, 1994 to December 31, 1994 and for the years ended December
31, 1995 and 1996, and the nine months ended September 30, 1996 and 1997,
respectively.

Pamarco Europe, Ltd. has a defined contribution pension plan covering
substantially all of its employees, and contributes 2.7% of the employees' gross
salary. Contributions to this plan were approximately $8,700, $42,800, $35,700,
$26,000 and $39,000 for the period July 25, 1994 to December 31, 1994 and for
the years ended December 31, 1995 and 1996, and the nine months ended September
30, 1996 and 1997, respectively.

Dauphin has a salary reduction profit-sharing 401(k) plan covering
substantially all employees (approximately 20 participants). The 401(k) plan
provides for elective deferrals by employees of up to 10% of base

F-20
<PAGE> 73

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

compensation and a discretionary profit-sharing contribution by Dauphin of 6% of
total wages. Employees are eligible to participate in the 401(k) plan upon
attainment of 18 years of age and completion of one year of service. Dauphin
provides the discretionary profit-sharing contribution to participants after
completing two years of service. Contributions to this plan were approximately
$78,700, $103,000, $76,000 and $103,000 for the period from January 23, 1995 to
December 31, 1995, the year ended December, 1996 and the nine months ended
September 30, 1996 and 1997, respectively.

Armotek has a defined benefit pension plan which covers nonunion employees.
Effective April 19, 1996, the plan has been frozen and is in the process of
termination. Upon Internal Revenue Service termination approval, the plan assets
will be distributed to the participants. Plan assets approximate plan
liabilities as of December 31, 1996 using a 4.5% interest rate which is the rate
to be used to pay lump sum benefits to participants or to purchase annuities
under the plan.

Diamond has a salary reduction 401(k) plan for the benefit of all full-time
employees age 21 or older. Diamond contributes $.25 for every dollar the
employees contribute, up to 8% of wages. Diamond's matching contribution and
earnings thereon will vest ratably over a five-year period. Diamond's
contribution to this plan was approximately $48,000 for the nine months ended
September 30, 1997.

14. CONTINGENCIES

In accordance with the provision of the Industrial Site Recovery Act
(ISRA), the Company is working with the State of New Jersey Department of
Environmental Protection and Energy to remove soil contamination and perform
other remedial activities at its operating facilities in Roselle, New Jersey.
The estimated cost includes engineering fees, legal fees and the purchase of
materials, equipment, and other services. In accordance with the Stock Purchase
Agreement, the Company is responsible for two-thirds of the first $750,000 of
certain environmental costs, which the Company funded by depositing $500,000
into an escrow account as of July 25, 1994. The Seller has agreed to indemnify
the Company for one-third of the first $750,000 of certain environmental costs
and up to $2 million of any additional future costs, which is partially funded
by a $1.5 million irrevocable letter of credit. The Company is responsible for
any further environmental liabilities in excess of such amounts. At December 31,
1995 and 1996, the Company had receivables of approximately $464,000 and
$285,000, respectively, from the Seller for such environmental costs which are
included in other current assets in the accompanying Balance Sheets.
Additionally, Pamarco, Incorporated has been notified by the New Jersey
Department of Environmental Protection ("DEP") that it is a potentially
responsible party ("PRP") with respect to environmental impacts identified at a
site in Jersey City, New Jersey.

At December 31, 1996, the nature and amount of these and any additional
environmental costs are uncertain; however, management believes that
environmental matters will be resolved without any material adverse effect on
the Company's financial position.

15. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

Pamarco, Incorporated provides for postretirement health care and life
insurance benefits covering certain U.S. employees and former employees whose
age and length of service years total 85. The postretirement health care plan is
noncontributory for participants retiring before January 1, 1993. For
participants retiring on or subsequent to January 1, 1993, the Company
contributes an amount up to $7 multiplied by the number of years of service on a
monthly basis for each retiree, as necessary. Health care costs in excess of
such contributions are the responsibility of the retiree. The life insurance
plan is noncontributory for all eligible retirees.

The cost of postretirement and other benefits are recorded on the accrual
basis as employees render service to earn the benefits and to record a liability
for the accumulated benefit obligation. The Company

F-21
<PAGE> 74

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

funds its postretirement health care and life insurance costs as claims and
premiums are paid. The accrued postretirement benefit obligation and the amount
reflected in the accompanying balance sheet is equal to the actuarial present
value of benefit obligations as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1995 1996
---------- ----------
<S> <C> <C>
Actuarial present value of benefit obligations:
Retirees receiving benefits....................................... $ 491,222 $ 520,429
Active employees eligible to receive benefits..................... 69,057 75,719
Active employees not yet eligible to receive benefits............. 449,161 386,621
---------- ----------
Total............................................................... 1,009,440 982,769
Unrecognized net (loss) gain........................................ (34,642) 46,029
---------- ----------
Accrued postretirement benefit obligation........................... $ 974,798 $1,028,798
========== ==========
</TABLE>

The postretirement cost consists of the following:

<TABLE>
<CAPTION>
YEARS ENDED
PERIOD DECEMBER 31,
JULY 25, 1994 TO -------------------
DECEMBER 31, 1994 1995 1996
----------------- ------- -------
<S> <C> <C> <C>
Service cost............................................ $ 8,625 $19,336 $24,217
Interest cost........................................... 26,425 76,493 71,882
------- ------- -------
Total................................................... $35,050 $95,829 $96,099
======= ======= =======
</TABLE>

The postretirement cost for the periods ended September 30, 1996 and
September 30, 1997 was $41,000 and $36,000, respectively.

The health care cost trend used in determining the accumulated
postretirement benefit obligation was 11.5% and 11.0% for the years of 1995 and
1996, respectively, decreasing 1/2% per year to an ultimate rate of 5.5%.
Increasing the assumed health care cost trend rate by 1% increases the
accumulated postretirement benefit obligation by 4.0% in 1996. The premiums paid
by retirees are projected to increase at the same rate as health care cost trend
rates.

A discount rate of 7.25% was used to develop the actuarial present value of
the accumulated benefit obligations at December 31, 1995 and 1996, respectively.

16. BUSINESS

Business -- The Company operates in one industry segment, as a
manufacturer, remanufacturer and provider of a wide range of products and
services to the graphic arts industry. The Company's primary products include a
variety of metal-based rolls that are used to transfer ink, carry paper, print
images or emboss patterns; printing presses used to print newspapers, inserts,
magazines and other written or graphic materials; and related parts and
accessories. These products are sold to a variety of major customers, including
a wide range of original equipment manufacturers of graphic arts systems,
numerous industrial end users such as consumer products companies; manufacturers
of packaging and corrugated container companies; newspaper publishers; and
commercial printers.

F-22
<PAGE> 75

PAMARCO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company's operations are conducted through its five operating
subsidiaries from thirteen facilities located across ten states in the U.S. and
three facilities located in the United Kingdom. Geographic area information is
summarized as follows (in millions):

<TABLE>
<CAPTION>
UNITED
STATES(1) FOREIGN ELIMINATIONS TOTAL
--------- ------- ------------ -----
<S> <C> <C> <C> <C>
Net sales:
Period from July 25, 1994 to December 31,
1994.................................. $11.7 $ 1.6 $ -- $13.3
Year ended December 31, 1995............. 38.4 6.1 -- 44.5
Year ended December 31, 1996............. 44.4 9.4 (0.1) 53.7
Operating profit:
Period from July 25, 1994 to December 31,
1994.................................. $ 0.9 $ 0.4 $ -- $ 1.3
Year ended December 31, 1995............. 3.9 0.9 -- 4.8
Year ended December 31, 1996............. 5.8 1.6 -- 7.4
Identifiable assets:
December 31, 1994........................ $22.4 $ 0.9 $ -- $23.3
December 31, 1995........................ 33.3 5.1 -- 38.4
December 31, 1996........................ 46.8 7.4 -- 54.2
</TABLE>

- ---------------

(1) Includes export sales amounting to approximately $1.3 million, $3.9 million,
and $3.9 million for the period ended December 31, 1994, the years ended
December 31, 1995 and 1996, respectively.

17. OTHER INFORMATION

The consolidated financial statements and the notes thereto as of September
30, 1997 and for the nine-month periods ended September 30, 1996 and 1997 are
unaudited. In the opinion of management, the unaudited consolidated financial
statements reflect all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial position of the Company
at September 30, 1997 and its results of operations and cash flows for the nine
months ended September 30, 1996 and 1997. The unaudited results of operations
for the nine months ended September 30, 1997 are not necessarily indicative of
the results that may be expected for the entire year ending December 31, 1997.

******

F-23
<PAGE> 76

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Pamarco, Incorporated and Subsidiary

We have audited the accompanying consolidated statement of operations and
retained earnings and of cash flows of Pamarco Incorporated and Subsidiary (the
"Company") for the period from January 1, 1994 to July 24, 1994. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the results of the Company's operations and their cash
flows for the period from January 1, 1994 to July 24, 1994 in conformity with
generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

September 25, 1997

F-24
<PAGE> 77

PARMARCO, INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
PERIOD FROM JANUARY 1, 1994 TO JULY 24, 1994

<TABLE>
<S> <C>
NET SALES...................................................................... $14,518,046
COST OF SALES.................................................................. 10,031,451
-----------
GROSS PROFIT................................................................... 4,486,595
SELLING EXPENSES............................................................... 1,605,834
GENERAL AND ADMINISTRATIVE EXPENSES............................................ 2,648,570
-----------
INCOME FROM OPERATIONS......................................................... 232,191
OTHER EXPENSE:
Interest expense............................................................. (262,313)
Other income -- net.......................................................... 5,019
-----------
LOSS BEFORE PROVISION FOR INCOME TAXES......................................... (25,103)
BENEFIT FOR INCOME TAXES....................................................... (9,991)
-----------
NET LOSS....................................................................... (15,112)
RETAINED EARNINGS, BEGINNING OF PERIOD......................................... 4,824,722
-----------
RETAINED EARNINGS, END OF PERIOD............................................... $ 4,809,610
===========
</TABLE>

See notes to consolidated financial statements.

F-25
<PAGE> 78

PAMARCO, INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS
PERIOD FROM JANUARY 1, 1994 TO JULY 24, 1994

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss...................................................................... $ (15,112)
Adjustment to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization.............................................. 700,484
Deferred income taxes...................................................... (3,406)
Changes in assets and liabilities:
Accounts receivable........................................................ (404,843)
Inventories................................................................ (476,998)
Prepaid expenses........................................................... (88,889)
Other assets -- current.................................................... 419,983
Other assets -- noncurrent................................................. 30,315
Accounts payable........................................................... 792,393
Accrued expenses........................................................... 294,108
Other liabilities.......................................................... (506,549)
---------
Net cash provided by operating activities............................. 741,486
---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions............................................................ (879,700)
---------
Net cash used in investing activities................................. (879,700)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving lines of credit.................................... 308,289
Payments under capital lease obligation....................................... (137,455)
---------
Net cash provided by financing activities............................. 170,834
---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH......................................... 31,880
---------
NET INCREASE IN CASH............................................................ 64,500
CASH, BEGINNING OF PERIOD....................................................... 45,720
---------
CASH, END OF PERIOD............................................................. $ 110,220
=========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income taxes paid............................................................. $ 24,320
=========
Interest paid................................................................. $ 253,259
=========
</TABLE>

See notes to consolidated financial statements.

F-26
<PAGE> 79

PAMARCO, INCORPORATED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JULY 25, 1994

1. ORGANIZATION

Pamarco, Incorporated and subsidiary (the "Company") was a wholly-owned
subsidiary of Amir Investments Corporation ("Amir" or the "Seller"). Amir is an
indirect subsidiary of Jefferson Smurfit Group plc (Dublin, Ireland).

Pursuant to the Stock Purchase Agreement dated July 25, 1994 (the "Stock
Purchase Agreement"), Pamarco Acquisition Co. acquired (the "Acquisition") all
of the outstanding capital stock of Pamarco Incorporated, a wholly-owned
subsidiary of the Seller. Pamarco Acquisition Co. was subsequently merged with
and into Pamarco, Incorporated. The Seller may also receive an additional
contingent purchase price of up to $875,000 based on cumulative pre-tax income
for the period January 1, 1995 through December 31, 1999, as defined in the
Stock Purchase Agreement. The Seller may elect to receive the contingent
purchase price in the form of either cash or shares of Class C common stock of
the Company. The Acquisition was accounted for by the purchase method.

The accompanying financial statements are presented on the historical cost
basis of the Company prior to the Acquisition and, accordingly, do not
incorporate any purchase accounting adjustments. Consequently, they are not
comparable to any other financial statements included in the prospectus.

The Company first issued common stock on July 25, 1994 in connection with
the acquisition of Pamarco, Incorporated by its wholly-owned subsidiary, Pamarco
Acquisition Co. The Company sold 416,775 shares and 279,225 shares of Class A
and Class B common stock, respectively, $0.01 par value, to various investors,
including affiliates of Bradford Ventures Ltd. ("BVL") and certain members of
management of Pamarco, Incorporated.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS -- The Company manufactures anilox rollers for the
printing industry, rolls for the embossing industry and precision roll proofers
in manufacturing facilities throughout the United States and the United Kingdom.
The Company operates in one industry segment. Information with respect to the
Company's geographic operations is as follows (in millions):

<TABLE>
<CAPTION>
UNITED
STATES FOREIGN ELIMINATIONS TOTAL
------ ------- ------------ -----
<S> <C> <C> <C> <C>
Net revenues......................................... $12.8 $ 1.8 $ (0.1)
Operating profit..................................... $(0.2) $ 0.3 --
Identifiable assets at December 31, 1994............. $14.4 $ 1.9 -- $16.3
</TABLE>

PRINCIPLES OF CONSOLIDATION -- The consolidated balance sheet includes the
accounts of Pamarco Incorporated and its wholly-owned U.K. subsidiary, Pamarco
Europe Ltd. All significant intercompany accounts and transactions have been
eliminated in consolidation.

REVENUE RECOGNITION -- The Company recognizes revenue when a product is
shipped or a service is completed.

RESEARCH AND DEVELOPMENT COSTS -- Research and development costs are
charged to expense as incurred. Research and development costs for the period
from January 1, 1994 through July 24, 1994 was approximately $52,000.

F-27
<PAGE> 80

PAMARCO, INCORPORATED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The estimated useful lives for financial reporting purposes are as follows:

<TABLE>
<CAPTION>
ASSETS LIFE
---------------------------------------------------------------------
<S> <C>
Buildings and improvements........................... 40 years
Leasehold improvements............................... Leasehold term
Machinery and equipment.............................. 10-20 years
Furniture and fixtures............................... 10 years
Tooling.............................................. 5 years
</TABLE>

ORGANIZATIONAL COSTS -- Organizational costs are amortized over a five-year
period.

GOODWILL -- The excess of purchase price over the estimated fair value of
the net assets acquired are amortized over ten years.

INVENTORIES -- Inventories are stated at the lower of cost, determined on a
first-in, first-out (FIFO) basis, or market.

FOREIGN CURRENCY TRANSLATION -- The accounts of Pamarco Europe, Ltd. are
translated into U.S. dollars in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 52, Foreign Currency Translation. Net assets
of the subsidiary whose "functional" currency is other than the U.S. dollar are
translated at a current rate of exchange.

INCOME TAXES -- The Company and its parent, Amir, file a consolidated
federal and state of Illinois income tax return. The companies have a tax
allocation agreement which provides for income taxes to be payable by Pamarco to
Amir on the same basis as if Pamarco had filed a separate income tax return.
Income taxes are provided based on the amount of taxes due on a separate return
basis plus deferred taxes computed based on the expected future tax consequences
of temporary differences between the carrying amounts and tax bases of assets
and liabilities, using enacted tax rates.

3. OPERATING LEASES

At July 24, 1994, the Company was obligated under various operating leases,
principally for buildings and equipment, in both the United States and the
United Kingdom, which expire at various dates through 2001. Future minimum lease
payments for the operating leases with initial or remaining terms in excess of
one year as of July 24, 1994, are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
----------
<S> <C>
1994................................................................. $ 353,573
1995................................................................. 746,315
1996................................................................. 494,575
1997................................................................. 274,523
1998................................................................. 83,570
Thereafter........................................................... 7,015
----------
$1,959,571
==========
</TABLE>

Rental expense for the period from January 1, 1994 through July 24, 1994
was approximately $547,366.

F-28
<PAGE> 81

PAMARCO, INCORPORATED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. INCOME TAXES

The components of loss before taxes and the income tax benefit for the
period ended July 24, 1994 are as follows:

<TABLE>
<S> <C>
Income (loss) before income taxes:
Domestic......................................................................... $(201,964)
Foreign.......................................................................... 176,861
----------
Total loss before income taxes................................................. $ (25,103)
==========
</TABLE>

The income tax benefit for the period from January 1, 1994 through July 24,
1994 consisted of the following:

<TABLE>
<S> <C>
Current:
Federal........................................................................... $ --
State............................................................................. 925
Foreign........................................................................... 61,665
--------
62,590
--------
Deferred:
Federal........................................................................... $ 9,081
State............................................................................. (81,662)
Foreign........................................................................... --
--------
(72,581)
--------
Total............................................................................. $ (9,991)
========
</TABLE>

The following is a reconciliation of the expected income tax benefit
determined at the statutory rates and the actual income tax benefit at July 24,
1994:

<TABLE>
<S> <C>
Loss before income taxes........................................................ $ (25,103)
Statutory federal income tax rate............................................... 34%
---------
Expected income tax benefit..................................................... (8,535)
Income of foreign subsidiary taxed at different rate............................ (1,532)
State taxes, net of federal benefit............................................. (1,130)
Nondeductible items............................................................. 1,206
---------
Income tax benefit.............................................................. $ (9,991)
=========
</TABLE>

5. EMPLOYEE BENEFIT PLANS

Pamarco Incorporated has a salary reduction 401(k) plan for its U.S.
employees. Employees are eligible to participate in the 401(k) plan upon
attainment of 21 years of age and upon completion of one-half year of service.
Pamarco Incorporated provides matching amounts contributed by employees of up to
3% of the employee's gross salary. The Company's matching contributions for this
plan were approximately $88,279 for the period ended to July 24, 1994.

Pamarco Europe, Ltd. has a defined contribution pension plan covering
substantially all of its employees and contributes 2.7% of the employees' gross
salary. Contributions to this plan were approximately $4,802 for the period from
January 1, 1994 to July 24, 1994.

F-29
<PAGE> 82

PAMARCO, INCORPORATED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. CONTINGENCIES

In accordance with the provision of the Industrial Site Recovery Act
("ISRA"), the Company is working with the State of New Jersey Department of
Environmental Protection and Energy to remove soil contamination and perform
other remedial activities at its operating facilities in Roselle, New Jersey.
The estimated cost includes engineering fees, legal fees and the purchase of
materials, equipment, and other services. In accordance with the Stock Purchase
Agreement, the Company is responsible for two-thirds of the first $750,000 of
certain environmental costs, which the Company funded by depositing $500,000
into an escrow account as of July 25, 1994. The Seller has agreed to indemnify
the Company for one-third of the first $750,000 of certain environmental costs
and up to $2 million of any additional future costs, which is partially funded
by a $1.5 million irrevocable letter of credit. The Company is responsible for
any further environmental liabilities in excess of such amounts.

Pamarco, Incorporated has been notified by the New Jersey Department of
Environmental Protection ("DEP") that it is a potentially responsible party
("PRP") with respect to environmental impacts identified at a site in Jersey
City, New Jersey. At July 24, 1994, the nature and amount of these and any
additional environmental costs are uncertain, and management believes that
environmental matters will be resolved without any material adverse effect on
the Company's financial position.

7. RELATED PARTY TRANSACTIONS

Pamarco's parent, Amir Investments Corp. ("Amir"), is a wholly-owned
subsidiary of Smurfit Holdings B.V., which is affiliated with Jefferson Smurfit
Corporation ("JSC"). The Company engaged JSC to install and program computer
software during the period from January 1, 1994 through July 24, 1994, and the
Company leased hardware and software from JSC. Additionally, the Company obtains
business insurance and other limited services from JSC. Amounts paid to JSC
during the period from January 1, 1994 through July 24, 1994 were approximately
$64,000. In addition, sales to JSC and its affiliates and subsidiaries
approximated $510,000 during the period from January 1, 1994 through July 24,
1994. Management fees paid to Amir approximated $65,000.

Smurfit International B.V., an affiliate of JSC, is guarantor of a letter
of credit provided by the Company in connection with the contingency as
discussed in Note 6.

F-30
<PAGE> 83

======================================================

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO
WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO
ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 8
Use of Proceeds....................... 13
Dividend Policy....................... 13
Capitalization........................ 14
Dilution.............................. 15
Selected Consolidated Financial
Data................................ 16
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 18
Business.............................. 27
Management............................ 37
Certain Transactions.................. 43
Principal and Selling Stockholders.... 44
Description of Capital Stock.......... 46
Shares Eligible for Future Sale....... 48
Underwriting.......................... 49
Legal Matters......................... 50
Experts............................... 50
Additional Information................ 50
Available Information and Reports to
Security Holders.................... 51
Index to Financial Statements......... F-1
</TABLE>

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

======================================================
======================================================

2,800,000 SHARES

PAMARCO TECHNOLOGIES LOGO

COMMON STOCK
--------------------

PROSPECTUS
--------------------

EVEREN SECURITIES, INC.

JANNEY MONTGOMERY SCOTT INC.

, 1998

======================================================
<PAGE> 84

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses, other than
underwriting discounts and commissions, in connection with the issuance and
distribution of the shares of Common Stock being registered, all of which are
being borne by the Company:

<TABLE>
<S> <C>
Registration fee......................................................... $ 13,661
NASD filing fee *........................................................ 5,008
Transfer agent and registrar fees*.......................................
Printing and engraving*..................................................
Legal fees*..............................................................
Blue Sky fees and expenses*..............................................
Nasdaq National Market listing fee.......................................
Accounting fees*.........................................................
Miscellaneous*...........................................................
--------
Total.................................................................. $600,000
========
</TABLE>

- ---------------

* To be filed by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

1. Section 145 of the Delaware General Corporation Law ("Section 145")
permits indemnification of directors, officers, agents and controlling persons
of a corporation under certain conditions and subject to certain limitations.
Section 145 empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer or agent of the corporation or another enterprise if serving at the
request of the corporation. Depending on the character of the proceeding, a
corporation may indemnify against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if the person indemnified
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. In the case of an action by or in the right of the
corporation, no indemnification may be made with respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court of chancery or the
court in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses that the court shall deem proper. Section 145
further provides that to the extent a director or officer of a corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually or reasonably
incurred by such person in connection therewith.

2. As permitted by the Delaware General Corporation Law, the Company has
included a provision in its Restated Certificate of Incorporation that, subject
to certain limitations, eliminates the ability of the Company and its
stockholders to recover monetary damages from a director of the Company for
breach of fiduciary duty as a director. Article VII of the Company's Bylaws
provides for indemnification of the Company's directors and officers and
advancement of expenses to the extent otherwise permitted by Section 145.

3. Reference is made to Section of the Underwriting Agreement (Exhibit 1
hereto).

4. As authorized by Section 145 of the Delaware General Corporation Law and
Article VII of the Company's Bylaws, the Company has obtained, on behalf of its
directors and officers, insurance protection against certain liabilities arising
out of the discharge of their duties, as well as insurance covering the Company

II-1
<PAGE> 85

for indemnification payments made to its directors and officers for certain
liabilities. The premiums for such insurance are paid by the Company.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Since July 25, 1994, the date the Registrant was incorporated, the
Registrant has issued and sold the following unregistered securities:

1. On July 25, 1994, the Registrant issued 1,635,600 shares of Common
Stock, respectively, to private investors and certain members of management of
Pamarco, Incorporated for an aggregate price of $6,960,000 or $4.26 per share.

2. In January 1995, the Registrant issued an additional 1,275,627 shares of
Common Stock to existing investors, employees, and certain management of Dauphin
Graphic Machines, Inc. ("Dauphin") for an aggregate price of $5,428,200 or $4.26
per share. On January 23, 1995, in connection with the acquisition of
substantially all of the assets and certain liabilities of Dauphin, the
Registrant issued to the seller options to purchase 58,750 shares of Common
Stock of the Registrant at an exercise price of $4.26 per share, based on
cumulative pre-tax earnings for the period January 1, 1995 through December 31,
1997.

3. In June 1995, in connection with Pamarco's European subsidiary's
acquisition of all of the issued and outstanding stock of Qualtech Holdings
Limited ("Qualtech"), the Registrant issued to the owners an aggregate of
176,250 shares of Common Stock (valued at $4.89 per share), paid approximately
$1,156,100 in cash and delivered subordinated notes payable to the sellers
totaling approximately $289,000.

4. In April 1996, the Registrant issued an additional 612,831 shares of
Common Stock to existing investors and certain employees for an aggregate
purchase price of $3,390,000 or $5.53 per share. On April 19, 1996, in
connection with the acquisition of all of the issued and outstanding capital
stock of Armotek Industries, Inc. ("Armotek"), the Registrant issued to the
owners 18,076 shares of the Registrant's Common Stock (valued at $5.53 per
share) and paid approximately $1,100,000 in cash.

5. In August 1996, the former owners of Qualtech converted approximately
$289,000 of subordinated notes payable, issued in connection with the purchase
of Qualtech, for 51,968 shares of the Registrant's Common Stock, at a share
price of $5.53.

6. In January 1997, the Registrant issued an additional 855,019 shares of
Common Stock to existing investors and certain employees for an aggregate
purchase price of $5,457,570 or $6.38 per share. On January 10, 1997, in
connection with the acquisition of all of the issued and outstanding capital
stock of Diamond, the Registrant issued to the owner 78,333 shares of Common
Stock (valued at $6.38 per share), paid approximately $8.5 million in cash, and
delivered a $1,000,000 subordinated note.

7. In August 1997, the Registrant issued an additional 268,981 shares of
Common Stock to existing investors and certain employees and new investors for
an aggregate purchase price of $1,716,900 or $6.38 per share.

8. In September 1997, the Registrant issued an additional 29,375 shares of
Common Stock to an officer of the Registrant for an aggregate purchase price of
$200,044 or $6.81 per share.

The Registrant believes that the transactions described in paragraphs 1
through 8 above were exempt from registration under Section 4(2) of the Act
because the subject securities were sold to a limited group of persons, each of
whom was believed to have been a sophisticated investor or had a pre-existing
business or personal relationship with the Registrant or its management and was
purchasing for investment without a view to further distribution. Restrictive
legends were placed on stock certificates evidencing the shares and/or
agreements relating to the right to purchase such shares described above.

II-2
<PAGE> 86

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

The following is a list of exhibits filed as part of this Registration
Statement.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- ----------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement.#
3.1 Restated Certificate of Incorporation of the Company.*
3.2 Bylaws of the Registrant.*
5.1 Opinion of Morgan, Lewis & Bockius LLP regarding legality of the shares of Common
Stock being registered.#
10.1 Registration Rights Agreement, dated July 25, 1994, among the Registrant and
certain shareholders of the Registrant.**
10.2 Stock Purchase Agreement, dated July 25, 1994, among the Registrant, Pamarco
Acquisition Co., Amir Investments Corporation, and Smurfit International B.V.**
10.3 Asset Purchase Agreement, dated January 23, 1995, among Dauphin Graphic Machines,
Inc., the Registrant, Ashcon, Inc., and Christopher J. Lunt.**
10.4 Stock Purchase Agreement, dated March 5, 1996, among the Registrant, Pamarco
Incorporated, Dennis Anderson and Hugh Schneider, as amended (Armotek Industries,
Inc.).**
10.5 Share Purchase Agreement, dated June 22, 1995, between the Registrant, Pamarco
Europe Ltd., and the shareholders of Qualtech Holdings Limited.**
10.6 Stock Purchase Agreement, dated January 10, 1997, between the Registrant and Max
Gysin (Diamond Holding Corporation).**
10.7 Amended and Restated 1995 Stock Option Plan.#
10.8 Employment Agreement between Maurice A. Buckley and the Registrant, dated as of
August 1, 1994, as amended on April 1, 1997.**
10.9 Employment Agreement between Larry A. Handeli and the Registrant, dated as of
January 1, 1995, as amended on April 1, 1997.**
10.10 Employment Agreement between Christopher J. Lunt and the Registrant, dated as of
January 23, 1995.**
10.11 Employment Agreement between Terence W. Ford and the Registrant, dated as of June
22, 1995.**
10.12 Employment Agreement between Dennis Andersen and the Registrant, dated as of April
15, 1996.**
10.13 Employment Agreement between Max Gysin and the Diamond Holding Corporation, dated
as of January 10, 1997.**
10.14 Employment Agreement between Harry M. Cook and the Registrant, dated as of July 1,
1997.**
10.15 Form of Second Amended and Restated Loan and Security Agreement dated December ,
1997 among Pamarco Technologies Inc., Pamarco, Inc., Pamarco Europe Ltd., Armotek
Industries, Inc., Dauphin Graphic Machines, Inc., Diamond Holding Corporation and
Core States Bank, N.A.#
11.1 Statement re: Computation of Per Share Earnings (as amended).**
21.1 Subsidiaries of the Registrant.**
23.1 Consent of Deloitte & Touche LLP (as amended).*
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5
hereto).#
24.1 Power of Attorney (included on signature page to this Registration Statement).**
27.1 Financial Data Schedule.**
</TABLE>

- ---------------

* Filed herewith.
** Previously filed.
# To be filed by amendment.

II-3
<PAGE> 87

ITEM 17. UNDERTAKINGS.

(i) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
Underwriters to permit prompt delivery to each purchaser.

(ii) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(iii) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-4
<PAGE> 88

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 3 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in New
Providence, New Jersey, on December 18, 1997.

PAMARCO TECHNOLOGIES, INC.

By: /s/ MAURICE A. BUCKLEY
------------------------------------
Maurice A. Buckley,
Chief Executive Officer and
President

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 3 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
NAME CAPACITY DATE
- --------------------------------------- --------------------------------------------------------
<S> <C> <C>

/s/ MAURICE A. BUCKLEY Chief Executive Officer, President December 18, 1997
- --------------------------------------- and Director (principal executive
Maurice A. Buckley officer)

/s/ LARRY A. HANDELI Vice President and Chief Financial December 18, 1997
- --------------------------------------- Officer (principal financial and
Larry A. Handeli accounting officer)

* Chairman of the Board December 18, 1997
- ---------------------------------------
Thomas L. Ferguson

* Director December 18, 1997
- ---------------------------------------
Robert J. Simon

* Director December 18, 1997
- ---------------------------------------
Harry M. Cook

* Director December 18, 1997
- ---------------------------------------
Brian Kelly

* Director December 18, 1997
- ---------------------------------------
Harvey Share

*By: /s/ Maurice A. Buckley
----------------------------------
Maurice A. Buckley
as Attorney-in-fact
</TABLE>

II-5
<PAGE> 89

VALUATION AND QUALIFYING ACCOUNTS

FOR YEARS ENDED DECEMBER 31, 1996, 1995
AND THE PERIOD JULY 25, 1994 TO DECEMBER 31, 1994

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING OF COSTS AND OTHER AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
- ------------------------------------ ------------ ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
1996
Allowances for doubtful accounts
and sales returns.............. 105,271 89,637 7,197 43,476 158,629

1995
Allowances for doubtful accounts
and sales returns.............. 74,267 75,700 -- 44,696 105,271

1994
Allowances for doubtful accounts
and sales returns.............. 68,042 16,219 -- 9,994 74,267
</TABLE>

S-1
<PAGE> 90

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ------------------------------------------------------------------------ ---------
<C> <S> <C>
1.1 Form of Underwriting Agreement.#
3.1 Restated Certificate of Incorporation of the Company.*
3.2 Bylaws of the Registrant.*
5.1 Opinion of Morgan, Lewis & Bockius LLP regarding legality of the shares
of Common Stock being registered.#
10.1 Registration Rights Agreement, dated July 25, 1994, among the Registrant
and certain shareholders of the Registrant.**
10.2 Stock Purchase Agreement, dated July 25, 1994, among the Registrant,
Pamarco Acquisition Co., Amir Investments Corporation, and Smurfit
International B.V.**
10.3 Asset Purchase Agreement, dated January 23, 1995, among Dauphin Graphic
Machines, Inc., the Registrant, Ashcon, Inc., and Christopher J. Lunt.**
10.4 Stock Purchase Agreement, dated March 5, 1996, among the Registrant,
Pamarco Incorporated, Dennis Anderson and Hugh Schneider, as amended
(Armotek Industries, Inc.).**
10.5 Share Purchase Agreement, dated June 22, 1995, between the Registrant,
Pamarco Europe Ltd., and the shareholders of Qualtech Holdings
Limited.**
10.6 Stock Purchase Agreement, dated January 10, 1997, between the Registrant
and Max Gysin (Diamond Holding Corporation).**
10.7 Amended and Restated 1995 Stock Option Plan.#
10.8 Employment Agreement between Maurice A. Buckley and the Registrant,
dated as of August 1, 1994, as amended on April 1, 1997.**
10.9 Employment Agreement between Larry A. Handeli and the Registrant, dated
as of January 1, 1995, as amended on April 1, 1997.**
10.10 Employment Agreement between Christopher J. Lunt and the Registrant,
dated as of January 23, 1995.**
10.11 Employment Agreement between Terence W. Ford and the Registrant, dated
as of June 22, 1995.**
10.12 Employment Agreement between Dennis Andersen and the Registrant, dated
as of April 15, 1996.**
10.13 Employment Agreement between Max Gysin and the Diamond Holding
Corporation, dated as of January 10, 1997.**
10.14 Employment Agreement between Harry M. Cook and the Registrant, dated as
of July 1, 1997.**
10.15 Form of Second Amended and Restated Loan and Security Agreement dated as
of December , 1997 among Pamarco Technologies Inc., Pamarco, Inc.,
Pamarco Europe Ltd., Armotek Industries, Inc., Dauphin Graphic Machines,
Inc., Diamond Holding Corporation and Core States Bank, N.A.#
11.1 Statement re: Computation of Per Share Earnings (as amended).**
21.1 Subsidiaries of the Registrant.**
23.1 Consent of Deloitte & Touche LLP (as amended).*
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as
Exhibit 5 hereto).#
24.1 Power of Attorney (included on signature page to this Registration
Statement).**
27.1 Financial Data Schedule.**
</TABLE>

- ---------------

* Filed herewith.
** Previously filed.
# To be filed by amendment.

<PAGE> 1
Exhibit 3.1
-----------

RESTATED CERTIFICATE OF INCORPORATION

PAMARCO TECHNOLOGIES INC.

FIRST. NAME. The name of the Corporation is Pamarco Technologies Inc.
(the "Corporation").

SECOND. PURPOSE AND POWERS. The purpose for which the Corporation is
organized is as follows:

To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the
State of Delaware.

THIRD. CAPITALIZATION. The total number of shares of stock that the
Corporation shall have authority to issue is 52,000,000 shares, consisting of
40,000,000 shares of Class A Common Stock (the "Class A Common Stock"),
1,500,000 shares of Class B Common Stock (the "Class B Common Stock"), 500,000
shares of Class C Common Stock (the "Class C Common Stock") and 10,000,000
shares of Preferred Stock (the "Preferred Stock"). All shares of stock of the
Corporation shall have a par value of $.01 per share. The Class A Common Stock,
Class B Common Stock and Class C Common Stock are referred to herein
collectively as the "Common Shares." The Corporation shall have no authority,
however, to issue any shares of Class B Common Stock or Class C Common Stock
after the occurrence of a Public Offering (defined below).

The voting powers, designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions of the classes of stock of the Corporation are as follows:

A. COMMON SHARES. All Common Shares will be identical and will entitle
the holders thereof to the same rights and privileges, except as otherwise
provided herein.

(1) VOTING RIGHTS.

(a) CLASS A COMMON STOCK. Except as set forth herein or as
otherwise required by law, the holders of Class A Common Stock shall be entitled
to one vote per share on each matter on which the stockholders of the
Corporation shall be entitled to vote.

(b) CLASS B AND CLASS C COMMON STOCK. Except as set forth
herein or as otherwise required by law, the holders of Class B Common Stock and
the holders of the Class C Common Stock shall not be entitled to vote on any
matter on which the stockholders of the

<PAGE> 2

Corporation shall be entitled to vote, and shares of Class B and Class C Common
Stock shall not be included in determining the number of shares voting or
entitled to vote on any such matters.

(c) CLASS C COMMON STOCK. The holders of Class C Common Stock
shall be entitled to vote as a separate class upon a proposed amendment to this
Certificate of Incorporation if the amendment would increase or decrease the
aggregate number of authorized shares of Class C Common Stock, increase or
decrease the par value of the shares of Class C Common Stock, or alter or change
the powers, preferences or special rights of the shares of Class C Common Stock
so as to affect them adversely.

(2) DIVIDENDS. The Board of Directors of the Corporation may cause
dividends or other distributions to be paid to the holders of Common Shares out
of funds legally available for the payment of dividends by declaring an amount
per share as a dividend or other distribution. When and as dividends or other
distributions are declared on any class of Common Shares, whether payable in
cash, in property or in shares of stock of the Corporation, the holders of
Common Shares shall be entitled to share ratably, share for share, in such
dividends; provided, however, that if dividends are declared that are payable in
Common Shares, or options, warrants or rights to acquire Common Shares or
securities convertible into or exchangeable for Common Shares, the shares,
options, warrants, rights or securities so payable shall be payable in shares
of, or options, warrants or rights to acquire or securities convertible into or
exchangeable for, Common Shares of the same class upon which the dividend is
paid.

(3) LIQUIDATION RIGHTS.

(a) Except to the extent provided otherwise by subparagraph
3(b) below, in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation and after payment
shall have been made to the holders of shares of Preferred Stock of the full
amount to which they may be entitled, the holders of Common Shares shall be
entitled, to the exclusion of the holders of shares of Preferred Stock, to share
ratably, share for share, in all remaining assets of the Corporation available
for distribution to its stockholders.

(b) Neither a consolidation or merger of the Corporation with
or into any other corporation, nor a merger of any other corporation into the
Corporation, nor a reorganization of the Corporation, nor the purchase or
redemption of all or part of the outstanding shares of any class or classes of
the Corporation, nor a sale or transfer of all or any part of its assets shall
be considered a liquidation, dissolution or winding up of the Corporation within
the meaning of this paragraph (3).

-2-

<PAGE> 3

(4) CONVERSION.

(a) CONVERSION OF CLASS B COMMON STOCK. Subject to and upon
compliance with the provisions of this paragraph (4), each record holder of
Class B Common Stock shall be entitled to convert, at any time and from time to
time, any or all of the shares of Class B Common Stock held by such holder into
the same number of shares of Class A Common Stock.

(b) CONVERSION OF CLASS B AND CLASS C COMMON STOCK. Subject to
and upon compliance with the provisions of this paragraph (4), immediately prior
to the earliest to occur of (i) a Public Offering (as defined below), (ii) a
Market Value (defined below) of $10 million or (iii) a Sale of Control (as
defined below), each share of Class B Common Stock and each share of Class C
Common Stock will, without any action by the Corporation or the holders of such
shares, convert at such time into one share of Class A Common Stock.

(i) Each conversion of shares of Class B Common Stock
into Class A Common Stock in accordance with subparagraph 4(a) will be effected
by the surrender of the certificate or certificates representing the shares to
be converted (the "Converting Shares") at the principal office of the
Corporation (or such other office or agency of the Corporation as the
Corporation may designate by written notice to the holders of Class B Common
Stock) at any time during its usual business hours, together with written notice
by the holder of such Converting Shares, (A) stating that such holder desires to
convert the Converting Shares, or a specified number of the shares represented
by such certificate or certificates, into shares of Common Stock on the basis
set forth in paragraph 4 above (the "Converted Shares") and (B) giving the
name(s) (with addresses) and denominations in which the certificate(s)
evidencing the Converted Shares shall be issued, and instructions for the
delivery thereof. Subject to any applicable transfer restrictions, upon receipt
of the notice described in the first sentence of this subparagraph (c)(i),
together with the certificate(s) evidencing the Converting Shares, the
Corporation shall issue and deliver in accordance with such instructions the
certificate(s) evidencing the Converted Shares issuable upon such conversion and
a certificate representing any shares that were represented by the
certificate(s) surrendered to the Corporation in connection with such conversion
but that were not Converting Shares and, therefore, were not converted (which
new certificate(s) shall contain such legends, if any, as were set forth on the
surrendered certificate(s) unless in the opinion of counsel to the Corporation
any such legend is no longer advisable). Such conversion of Converting Shares
shall be deemed to have been effected as of the close of business on the date on
which such certificate(s) shall have been surrendered and such written notice
shall have been received by the Corporation, and at such time the rights of the
holder of such Converting Shares as such holder shall cease, and the person(s)
in whose name or names any certificate(s) evidencing the Converted Shares are to
be issued upon such conversion will be deemed to have become the holder or
holders of record of the Converted Shares.

-3-

<PAGE> 4

(ii) If the Class B and Class C Common Stock converts
into Class A Common Stock pursuant to subparagraph 4(b) above (an "Automatic
Conversion"), each holder of certificates representing shares of Class B and
Class C Common Stock shall deliver and surrender all of such certificates to the
Corporation for cancellation at or after the time of Automatic Conversion (the
time at which a Public Offering, Market Value of $10 million or Sale of Control
occurs, the "Conversion Time"), and shall receive upon such delivery, surrender
and cancellation, or as soon thereafter as is practicable, in place thereof a
certificate or certificates for the shares of Class A Common Stock into which
such holder's shares of Class B or Class C Common Stock were converted upon the
Automatic Conversion (which new certificate(s) shall contain such legends, if
any, as were set forth on the surrendered certificate(s) unless in the opinion
of counsel to the Corporation any such legend is no longer advisable). Until
delivered and surrendered as provided herein, as of the Conversion Time,
certificates formerly representing shares of Class B or Class C Common Stock
shall be treated for all corporate purposes as representing the shares of Common
Stock into which such shares of Class B or Class C Common Stock were converted
upon the Automatic Conversion.

(iii) Upon the automatic issuance of shares of Class
A Common Stock in accordance with an Automatic Conversion, such shares shall be
deemed to be duly authorized, validly issued, fully paid and non-assessable.

(iv) The Corporation will at all times reserve and
keep available out of its authorized but unissued shares of Class A Common Stock
or its treasury shares, solely for the purpose of issue upon conversion of
shares of Class B Common Stock or Class C Common Stock, such number of shares of
Common Stock as shall then be issuable upon the conversion of all outstanding
shares of Class B Common Stock and Class C Common Stock (referred to
collectively herein as the "Convertible Common Shares").

(v) Shares of Class B and Class C Common Stock that
are converted into shares of Class A Common Stock may not be reissued.

(vi) The issuance of certificates evidencing shares
of Class A Common Stock upon conversion of Convertible Common Shares shall be
made without charge to the holders of such shares for any issue tax in respect
thereof or other cost incurred by the Corporation in connection with such
conversion; provided, however, that the Corporation shall not be required to pay
any tax that may be payable in respect of any transfer involved in the issuance
and delivery of any certificate in a name other than that of the holder of the
Convertible Common Share converted.

-4-

<PAGE> 5

(5) STOCK SPLITS; ADJUSTMENTS.

(a) If the Corporation shall in any manner subdivide (by stock
split, stock dividend or otherwise) or combine (by reverse stock split or
otherwise) the outstanding shares of one or more of the Class A Common Stock,
the Class B Common Stock or the Class C Common Stock, the outstanding shares of
the other classes of Common Shares shall be proportionately subdivided or
combined and effective provision shall be made for the protection of all
conversion and redemption rights hereunder.

(b) In case of any reorganization, reclassification or change
of Common Shares (other than a change in par value as a result of a subdivision
or combination, or a change from par value to no par value), or in case of any
consolidation of the Corporation with one or more other corporations or a merger
of the Corporation with another corporation (other than a merger in which the
Corporation is the continuing corporation and which does not result in any
reclassification or change of outstanding Common Shares), or in case of any
sale, lease or other disposition to another corporation (other than a wholly
owned subsidiary of the Corporation) of all or substantially all the assets of
the Corporation, each holder of a Convertible Common Share shall have the right
at any time thereafter, if and so long as the conversion right hereunder with
respect to such Convertible Common Share would exist had such event not
occurred, to convert such Convertible Common Share into the kind and amount of
shares of stock and other securities and property (including cash) receivable
upon such reorganization, reclassification, change, consolidation, merger, sale,
lease or other disposition by a holder of the number of shares of Common Stock
into which such Convertible Common Shares might have been converted had such
reorganization, reclassification, change, consolidation, merger, sale, lease or
other disposition not occurred. In the event of such a reorganization,
reclassification, change, consolidation, merger, sale, lease or other
disposition, effective provision shall be made in the certificate of
incorporation of the resulting or surviving corporation or otherwise for the
protection of the conversion rights of the Convertible Common Shares of each
class that shall be applicable, as nearly as reasonably may be, into any such
other shares of stock and other securities and property deliverable upon
conversion, exchange or other disposition of the shares of Common Stock into
which such Convertible Common Shares might have been converted had such event
not occurred. In the case of any of the actions specified in this subparagraph
(b), the holders of a majority of the shares of a class of Convertible Common
Shares may approve a treatment of such class in connection with any such action
that differs from the treatment specified in this subparagraph (b), and such
differing treatment, if otherwise approved by all other classes of stockholders
that may be required to take action thereon pursuant to law or the applicable
certificate of incorporation, shall be binding upon all holders of the shares of
the class of Convertible Common Shares so approving by majority action.

-5-

<PAGE> 6

(6) REDEMPTION OF CLASS C COMMON STOCK.

(a) Notwithstanding any rights of holders of Class C Common
Stock set forth herein, if the Automatic Conversion shall not have occurred by
July 31, 2004 (the "10th Anniversary"), the sole right of the holders of Class C
Common Stock shall be the rights of redemption set forth in this subparagraph
(a).

(i) If the Automatic Conversion shall not have
occurred by the 10th Anniversary, the Corporation shall redeem all of the
outstanding shares of Class C Common Stock within 60 days after the 10th
Anniversary, but in no event later than September 31, 2004, which date shall be
fixed by the Corporation (herein called the "Mandatory Redemption Date"), with
notice to the holders of such Class C Common Stock as set forth in subparagraph
(a)(ii) below. The redemption price payable to the holders of the shares of
Class C Common Stock shall be the value assigned to a share of Class C Common
Stock at the time of issuance under the Stock Purchase Agreement (defined
below), which amount shall be proportionately adjusted to account for any
subdivision or combination of the shares of Class C Common Stock.

(ii) Notice of redemption of all of the shares of
Class C Common Stock shall be sent by the Corporation by certified mail, not
less than 20 days prior to the Mandatory Redemption Date, to the holders of
record of the shares of Class C Common Stock at their respective addresses then
appearing on the records of the Corporation. The notice of the redemption shall
state:

(A) the Mandatory Redemption Date,

(B) that on the Mandatory Redemption Date the
redemption price will become due and payable upon all of the
shares of Class C Common Stock, and

(C) the place or places where such shares of Class C
Common Stock are to be surrendered for payment of the
redemption price.

(b) After the Mandatory Redemption Date, (i) any certificates
that as of the Mandatory Redemption Date formerly represented outstanding shares
of Class C Common Stock shall be deemed to represent only the right to receive
the redemption price for the shares formerly represented by such certificates,
and (ii) all shares of Class C Common Stock redeemed on the Mandatory Redemption
Date shall no longer be deemed to be outstanding for any purpose and all rights
with respect to such shares shall thereupon cease and terminate.

(7) NOTICE TO HOLDERS OF CLASS C COMMON STOCK. The Corporation shall
send notice, by certified mail, to the holders of record of the shares of Class
C Common Stock at their respective addresses then appearing on the records of
the Corporation, (a) of a proposed Public

-6-

<PAGE> 7

Offering or a Sale of Control, which notice shall be given not less than 20 days
prior to the proposed date of such Public Offering or Sale of Control, and (b)
of the achievement of a Market Value of $10 million, which notice shall be given
not more than 20 days after the date on which such value is achieved.

(8) CERTAIN TRANSACTIONS.

(a) Upon the request of the holders of a majority of the
outstanding Class A Common Stock and Class B Common Stock (the "Majority
Holders"), each holder of Class C Common Stock shall sell and vote its Class C
Common Stock, to the extent that the Class C Common Stock has voting rights, in
accordance with the decision of the Majority Holders with respect to any action
proposed to be taken by the Corporation or the Majority Holders pertaining to a
proposed merger, consolidation, reorganization, sale of assets, sale of at least
a majority of the outstanding capital stock or similar transaction, or
pertaining to a sale of all or substantially all of the assets of the
Corporation; provided, however, that (i) any transaction subject to this Section
(9) must be an arm's-length transaction with a party that is not an Affiliate of
any of the Majority Holders, and all holders of Common Shares must be treated
equally in any such transaction, and (ii) the obligation above to vote shares of
Class C Common Stock shall only apply to any transaction that requires the
approval of a certain portion or all of the holders of the capital stock of the
Corporation under applicable law or otherwise.

(b) The Corporation and the Majority Holders shall extend to
each of the holders of Class C Common Stock the opportunity to participate on
the same basis in any sale of stock, merger, consolidation, reorganization or
other single transaction that provides for a transfer of a majority of the total
outstanding Class A Common Stock and Class B Common Stock.

(9) CERTAIN DEFINITIONS. The terms set forth below are used in this
paragraph A as defined below:

(a) "Affiliates" means, with respect to any particular party,
persons or entities controlling, controlled by or under common control with that
party.

(b) "Market Value" means the total number of outstanding
shares of Class A Common Stock and Class B Common Stock, multiplied by the
average closing price of a share of Class A Common Stock for 30 consecutive
trading days on a national securities exchange (including the NASD National
Market) on which the Class A Common Stock is listed.

(c) The term "Public Offering" shall mean the date that the
Securities and Exchange Commission declares effective a Registration Statement
on Form S-1 covering an underwritten offering of shares of Class A Common Stock,
that, upon consummation of the offering described in such Registration Statement
would result in the Company receiving net

-7-

<PAGE> 8

proceeds of at least $10 million and the Class A Common Stock being listed for
trading on a national securities exchange (including the Nasdaq National
Market).

(d) "Sale of Control" means any transfer of ownership of at
least 90% of the total outstanding shares of Class A Common Stock and Class B
Common Stock to a party or parties who are not Affiliates of the record owners
of such stock prior to such transfer.

(e) "Stock Purchase Agreement" means the Stock Purchase
Agreement among the Corporation, Amir Investments Corporation and certain other
parties, dated July 1994.

B. PREFERRED STOCK. The Board of Directors of the Corporation is hereby
expressly authorized at any time and from time to time to provide for the
issuance of all or any shares of the Preferred Stock in one or more classes or
series, and to fix for each such class or series such voting powers, full or
limited, or no voting powers, and such distinctive designations, preferences and
relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such class or series and to the fullest extent as
may now or hereafter be permitted by the General Corporation Law of the State of
Delaware, including, without limiting the generality of the foregoing, the
authority to provide that any such class or series may be (i) subject to
redemption at such time or times and at such price or prices; (ii) entitled to
receive dividends (which may be cumulative or non-cumulative) at such rates, on
such conditions, and at such times, and payable in preference to, or in such
relation to, the dividends payable on any other class or classes or any other
series; (iii) entitled to such rights upon the dissolution of, or upon any
distribution of the assets of, the Corporation; or (iv) convertible into, or
exchangeable for, shares of any other class or classes of stock, or of any other
series of the same or any other class or classes of stock, or other securities
or property, of the Corporation at such price or prices or at such rates of
exchange and with such adjustments; all as may be stated in such resolution or
resolutions. Unless otherwise provided in such resolution or resolutions, shares
of Preferred Stock of such class or series which shall be issued and thereafter
acquired by the Corporation through purchase, redemption, exchange, conversion
or otherwise shall return to the status of authorized but unissued Preferred
Stock.

FOURTH. ELECTIONS BY BALLOT. Elections of directors need not be by
written ballot.

FIFTH. AMENDMENT OF BYLAWS. The Board of Directors shall have the
power, in addition to the stockholders, to make, alter or repeal the bylaws of
the Corporation.

SIXTH. LIMIT ON LIABILITY AND INDEMNIFICATION.

A. LIABILITY. To the full extent that the General Corporation Law of
the State of Delaware, as it exists on the date hereof or may hereafter be
amended, permits the limitation or

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elimination of the liability of directors or officers, a director of the
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages.

B. INDEMNIFICATION. To the full extent permitted by the General
Corporation Law of the State of Delaware, as it exists on the date hereof or may
hereafter be amended, and any other applicable law, the Corporation shall
indemnify a director of the Corporation who is or was a party to any proceeding
by reason of the fact that he is or was such a director or is or was serving at
the request of the Corporation as a director of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The Board of Directors is hereby empowered to contract in advance to indemnify
any director.

SEVENTH. AMENDMENT OF CERTIFICATE OF INCORPORATION. The Corporation
reserves the right to amend, alter, change or repeal any provision contained in
this Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders are granted subject to this
reservation.

EIGHTH. REGISTERED OFFICE

The registered office of the corporation is to be located at
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the
County of New Castle, in the State of Delaware. The name of its registered agent
at that address is The Corporation Trust Company.

NINTH. TRANSITIONAL PROVISIONS.

A. STOCK SPLIT. Upon effectiveness of this amendment to and restatement
of the Restated Certificate of Incorporation of the Corporation (the "Effective
Time"), each share of the Corporation's Common Shares (the "Old Common Shares")
issued and outstanding immediately prior thereto shall, IPSO FACTO and without
any action on the part of the holder of shares of the Old Common Shares, be
changed, converted and reclassified into 2.35 Common Shares (2.35 shares for
each one share), respectively.

B. DEFINITIONS. The Common Shares into which the Old Common Shares will
be converted upon the Effective Time are referred to collectively herein as the
"New Common Shares."

C. NO FRACTIONAL SHARES. If any holder of Old Common Shares would
become entitled to receive a fractional New Common Share upon the conversion of
Old Common Shares into New Common Shares, the number of New Common Shares to be
issued to such holder on account of such conversion shall be rounded up or down
to the nearest whole New Common Share.

D. DELIVERY OF NEW CERTIFICATES.

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(1) EXCHANGE OF CERTIFICATES. Each holder of certificates representing
Old Common Shares shall deliver and surrender all of such certificates to the
Corporation for cancellation after the Effective Time, and shall receive upon
such delivery, surrender and cancellation, or as soon as thereafter as is
practicable, in place thereof a certificate or certificates for New Common
Shares of the class into which such holder's Old Common Shares were converted
upon the Effective Time. After the Effective Time, no dividend or distribution
shall be paid upon, and no voting rights shall be exercisable with respect to,
any New Common Shares issuable upon conversion of any Old Common Shares that
were formerly represented by a certificate or certificates that have not been
surrendered to the Corporation for exchange for certificates representing New
Common Shares as contemplated by this Article Ninth; but any such dividends or
distributions shall be payable to the holders of any such unsurrendered
certificates, without interest, upon the surrender of their outstanding
certificates.

(2) INTERIM RIGHTS. Until surrendered as provided in paragraph (1)
above, as of the Effective Time, certificates formerly representing Old Common
Shares shall be treated for all corporate purposes as representing solely the
right to receive the New Common Shares into which such Old Common Shares were
converted at the Effective Time and any dividends, distributions or sale
proceeds to which the holders of such unsurrendered certificates may be entitled
under paragraph (1) above and paragraph (3) below, all upon surrender of such
certificates.

IN WITNESS WHEREOF, the Corporation has caused this Amended
and Restated Certificate of Incorporation to be duly executed and acknowledged
on the 25th day of November, 1997.

/s/ Larry A. Handeli
--------------------
Larry A. Handeli
Secretary

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Exhibit 3.2
-----------

BYLAWS

PAMARCO TECHNOLOGIES INC.

(a Delaware Corporation)

ARTICLE I

OFFICES AND FISCAL YEAR
-----------------------

SECTION 1.01. REGISTERED OFFICE. The registered office of the
corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware until otherwise established by a vote of a majority of the board of
directors in office, and a statement of such change is filed in the manner
provided by statute.

SECTION 1.02. OTHER OFFICES. The corporation may also have offices at
such other places within or without the State of Delaware as the board of
directors may from time to time determine or the business of the corporation
requires.

SECTION 1.03. FISCAL YEAR. The fiscal year of the corporation shall end
on the 31st of December in each year unless the Board of Directors determines
otherwise.

ARTICLE II

MEETINGS OF STOCKHOLDERS
------------------------

SECTION 2.01. PLACE OF MEETING. All meetings of the stockholders of the
corporation shall be held at the registered office of the corporation, or at
such other place within or without the State of Delaware as shall be designated
by the board of directors in the notice of such meeting.

SECTION 2.02. ANNUAL MEETING. The board of directors shall fix the date
and time of the annual meeting of the stockholders, and at said meeting the
stockholders then entitled to vote shall elect directors and shall transact such
other business as may properly be brought before the meeting.

SECTION 2.03. SPECIAL MEETINGS. Special meetings of the stockholders of
the corporation for any purpose or purposes for which meetings may lawfully be
called, may be called at any time by the chairman of the board, a majority of
the board of directors, the president, or at the request, in writing, of
stockholders owning a majority of the amount of the

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<PAGE> 2

entire capital stock of the corporation issued and outstanding and entitled to
vote. At any time, upon written request of any person or persons who have duly
called a special meeting, which written request shall state the purpose or
purposes of the meeting, it shall be the duty of the secretary to fix the date
of the meeting to be held at such date and time as the secretary may fix, not
less than ten nor more than sixty days after the receipt of the request, and to
give due notice thereof. If the secretary shall neglect or refuse to fix the
time and date of such meeting and give notice thereof, the person or persons
calling the meeting may do so.

SECTION 2.04. NOTICE OF MEETINGS. Written notice of the place, date and
hour of every meeting of the stockholders, whether annual or special, shall be
given to each stockholder of record entitled to vote at the meeting not less
than ten nor more than sixty days before the date of the meeting. Every notice
of a special meeting shall state the purpose or purposes thereof.

SECTION 2.05. QUORUM, MANNER OF ACTING AND ADJOURNMENT. The holders of
a majority of the stock issued and outstanding (not including treasury stock)
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute, by the certificate of
incorporation or by these bylaws. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At any such
adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. When a quorum is present at any meeting, the
vote of the holders of the majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
applicable statute, the certificate of incorporation or these bylaws, a
different vote is required in which case such express provision shall govern and
control the decision of such question. Except upon those questions governed by
the aforesaid express provisions, the stockholders present in person or by proxy
at a duly organized meeting can continue to do business until adjournment,
notwithstanding withdrawal of enough stockholders to leave less than a quorum.

SECTION 2.06. ORGANIZATION. At every meeting of the stockholders, the
chairman of the board, if there be one, or in the case of a vacancy in the
office or absence of the chairman of the board, one of the following persons
present in the order stated: the vice chairman, if one has been appointed, the
president, the vice presidents in their order or rank, a

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<PAGE> 3

chairman designated by the board of directors or a chairman chosen by the
stockholders entitled to cast a majority of the votes which all stockholders
present in person or by proxy are entitled to cast, shall act as chairman, and
the secretary, or, in his absence, an assistant secretary, or in the absence of
the secretary and the assistant secretaries, a person appointed by the chairman,
shall act as secretary.

SECTION 2.07. VOTING. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
capital stock having voting power held by such stockholder. No proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. Every proxy shall be executed in writing by the stockholder
or by his duly authorized attorney-in-fact and filed with the secretary of the
corporation. A proxy, unless coupled with an interest, shall be revocable at
will, notwithstanding any other agreement or any provision in the proxy to the
contrary, but the revocation of a proxy shall not be effective until notice
thereof has been given to the secretary of the corporation. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. A proxy shall not be revoked by the death
or incapacity of the maker unless, before the vote is counted or the authority
is exercised, written notice of such death or incapacity is given to the
secretary of the corporation.

SECTION 2.08. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action
required to be taken at any annual or special meeting of stockholders of the
corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty days of the
earliest dated consent delivered in the manner required above to the
corporation, written consents signed by a sufficient number of holders to take
action are delivered to the corporation by delivery to its registered office in
Delaware, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

SECTION 2.09. VOTING LISTS. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of

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stockholders, a complete list of the stockholders entitled to vote at the
meeting. The list shall be arranged in alphabetical order showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

SECTION 2.10. INSPECTORS OF ELECTION. All elections of directors shall
be by written ballot, unless otherwise provided in the certificate of
incorporation; the vote upon any other matter need not be by ballot. In advance
of any meeting of stockholders the board of directors may appoint inspectors of
election, who need not be stockholders, to act at such meeting or any
adjournment thereof. If inspectors of election are not so appointed, the
chairman of any such meeting may, and upon the demand of any stockholder or his
proxy at the meeting and before voting begins shall, appoint inspectors of
election. The number of inspectors shall be either one or three, as determined,
in the case of judges appointed upon demand of a stockholder, by stockholders
present entitled to cast a majority of the votes which all stockholders present
are entitled to cast thereon. No person who is a candidate for office shall act
as an inspector. In case any person appointed as an inspector fails to appear or
fails or refuses to act, the vacancy may be filled by appointment made by the
board of directors in advance of the convening of the meeting, or at the meeting
by the chairman of the meeting.

If inspectors of election are appointed as aforesaid, they shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes or ballots, hear and determine all
challenges and questions in any way arising in connection with the right to
vote, count and tabulate all votes, determine the result, and do such acts as
may be proper to conduct the election or vote with fairness to all stockholders.
If there be three inspectors of election, the decision, act or certificate of a
majority shall be effective in all respects as the decision, act or certificate
of all.

On request of the chairman of the meeting or of any stockholder or his
proxy, the inspectors shall make a report in writing of any challenge or
question or matter determined by them, and execute a certificate of any fact
found by them.

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ARTICLE III

BOARD OF DIRECTORS
------------------

SECTION 3.01. POWERS. The board of directors shall have full power to
manage the business and affairs of the corporation; and all powers of the
corporation, except those specifically reserved or granted to the stockholders
by statute, the certificate of incorporation or these bylaws, are hereby granted
to and vested in the board of directors.

SECTION 3.02. NUMBER AND TERM OF OFFICE. The board of directors shall
consist of such number of directors, not less than one nor more than twelve, as
may be determined from time to time by resolution of the board of directors.
Each director shall serve until the next annual meeting of the stockholders and
until his successor shall have been elected and qualified, except in the event
of his death, resignation or removal. All directors of the corporation shall be
natural persons, but need not be residents of Delaware or stockholders of the
corporation.

SECTION 3.03. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. Whenever
the holders of any class or classes of stock or series thereof are entitled to
elect one or more directors by the provisions of the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected by such
class or classes or series thereof then in office, or by a sole remaining
director so elected. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

SECTION 3.04. RESIGNATIONS. Any director of the corporation may resign
at any time by giving written notice to the president or the secretary of the
corporation. Such resignation shall take effect at the date of the receipt of
such notice or at any later time specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

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SECTION 3.05. ORGANIZATION. At every meeting of the board of directors,
the chairman of the board, if there be one, or, in the case of a vacancy in the
office or absence of the chairman of the board, one of the following officers
present in the order stated: the vice chairman of the board, if there be one,
the president, the vice presidents in their order of rank and seniority, or a
chairman chosen by a majority of the directors present, shall preside, and the
secretary, or, in his absence, an assistant secretary, or in the absence of the
secretary and the assistant secretaries, any person appointed by the chairman of
the meeting, shall act as secretary.

SECTION 3.06. PLACE OF MEETING. The board of directors may hold its
meetings, both regular and special, at such place or places within or without
the State of Delaware as the board of directors may from time to time appoint,
or as may be designated in the notice calling the meeting.

SECTION 3.07. ORGANIZATION MEETING. The first meeting of each newly
elected board of directors shall be held at such time and place as shall be
fixed by the vote of the stockholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present. In the event of
the failure of the stockholders to fix the time or place of such first meeting
of the newly elected board of directors, or in the event such meeting is not
held at the time and place so fixed by the stockholders, the meeting may be held
at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.

SECTION 3.08. REGULAR MEETINGS. Regular meetings of the board of
directors may be held without notice at such time and place as shall be
designated from time to time by resolution of the board of directors. If the
date fixed for any such regular meeting be a legal holiday under the laws of the
State where such meeting is to be held, then the same shall be held on the next
succeeding business day, not a Saturday, or at such other time as may be
determined by resolution of the board of directors. At such meetings, the
directors shall transact such business as may properly be brought before the
meeting.

SECTION 3.09. SPECIAL MEETINGS. Special meetings of the board of
directors shall be held whenever called by the president or by two or more of
the directors. Notice of each such meeting shall be given to each director by
telephone or in writing, including by facsimile message, to such telephone
number or address as a director may designate from time to time at least 24
hours (in the case of notice by telephone or facsimile message) or 48 hours (in
the case of notice by overnight delivery service) or three days (in the case of
notice by mail) before the time at which the meeting is to be held. Each such
notice shall state the time and place of the meeting to be so held. Any notice
by telephone shall be deemed effective if a

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message regarding the substance of the notice is given on a director's behalf to
the director's secretary or assistant or to a member of the director's family.

SECTION 3.10. QUORUM, MANNER OF ACTING AND ADJOURNMENT. At all meetings
of the board a majority of the directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by the
certificate of incorporation. If a quorum shall not be present at any meeting of
the board of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of the
board of directors or of any committee thereof may be taken without a meeting,
if all members of the board consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board.

SECTION 3.11. EXECUTIVE AND OTHER COMMITTEES. The board of directors
may, by resolution adopted by a majority of the whole board, designate an
executive committee and one or more other committees, each committee to consist
of one or more directors and to have such authority as may be specified by the
board of directors, subject to the General Corporation Law of Delaware (the
"DGCL"). The board may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member, and the
alternate or alternates, if any, designated for such member, of any committee
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another director to act at the meeting in the place of any such absent or
disqualified member. Any such committee shall be governed by the procedural
provisions of these bylaws that govern the operation of the full board of
directors, including with respect to notice and quorum, except to the extent
specified otherwise by the board of directors.

SECTION 3.12. COMPENSATION OF DIRECTORS. Unless otherwise restricted by
the certificate of incorporation, the board of directors shall have the
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
may be paid a fixed sum for attendance at each meeting of the board of directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

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SECTION 3.13. CONFERENCE TELEPHONE MEETINGS. One or more directors may
participate in a meeting of the board, or of a committee of the board, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting.

ARTICLE IV

NOTICE - WAIVERS
----------------

SECTION 4.01. NOTICE, WHAT CONSTITUTES. Whenever, under the provisions
of the statutes of Delaware or the certificate of incorporation or of these
bylaws, notice is required to be given to any director or stockholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given in
accordance with Section 3.09 of Article III hereof.

SECTION 4.02. WAIVERS OF NOTICE. Whenever any written notice is
required to be given under the provisions of the certificate of incorporation,
these bylaws, or by statute, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Except in the
case of a special meeting of stockholders, neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the stockholders,
directors, or members of a committee of directors need be specified in any
written waiver of notice of such meeting.

Attendance of a person, either in person or by proxy, at any meeting,
shall constitute a waiver of notice of such meeting, except where a person
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened.

SECTION 4.03. EXCEPTION TO REQUIREMENTS OF NOTICE. Whenever notice is
required to be given, under any provision of the DGCL or of the certificate of
incorporation or these bylaws, to any person with whom communication is
unlawful, the giving of such notice to such person shall not be required and
there shall be no duty to apply to any governmental authority or agency for a
license or permit to give such notice to such person. Any action or meeting
which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice
had been duly given. In the event that the action taken by the corporation is
such as to require the filing of a

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certificate under any section of the DGCL, the certificate shall state, if such
is the fact and if notice is required, that notice was given to all persons
entitled to receive notice except such persons with whom communication is
unlawful.

Whenever notice is required to be given, under any provision of the
DGCL or the certificate of incorporation or these bylaws, to any stockholder to
whom (i) notice of two consecutive annual meetings, and all notices of meetings
or of the taking of action by written consent without a meeting to such person
during the period between such two consecutive annual meetings, or (ii) all, and
at least two, payments (if sent by first class mail) of dividends or interest on
securities during a 12 month period, have been mailed addressed to such person
at his address as shown on the records of the corporation and have been returned
undeliverable, the giving of such notice to such person shall not be required.
Any action or meeting which shall be taken or held without notice to such person
shall have the same force and effect as if such notice had been duly given. If
any such person shall deliver to the corporation a written notice setting forth
his then current address, the requirement that notice be given to such person
shall be reinstated. In the event that the action taken by the corporation is
such as to require the filing of a certificate under any section of the DGCL,
the certificate need not state that notice was not given to persons to whom
notice was not required to be given pursuant to this section.

ARTICLE V

OFFICERS
--------

SECTION 5.01. NUMBER, QUALIFICATIONS AND DESIGNATION. The officers of
the corporation shall be chosen by the board of directors and shall be a
president, one or more vice presidents, a secretary, a treasurer, and such other
officers as may be elected in accordance with the provisions of Section 5.03 of
this Article. One person may hold more than one office. Officers may be, but
need not be, directors or stockholders of the corporation. The board of
directors may elect from among the members of the board a chairman of the board
and a vice chairman of the board who shall be officers of the corporation.

SECTION 5.02. ELECTION AND TERM OF OFFICE. The officers of the
corporation, except those elected by delegated authority pursuant to Section
5.03 of this Article, shall be elected by the board of directors from time to
time, and each such officer shall hold his office until his successor shall have
been elected and qualified, or until his earlier resignation or removal. Any
officer may resign at any time upon written notice to the corporation.

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SECTION 5.03. ADDITIONAL OFFICERS, COMMITTEES AND AGENTS. The board of
directors may from time to time elect such other officers and appoint such
committees, employees or other agents as it deems necessary, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as are provided in these bylaws, or as the board of directors may from
time to time determine. The board of directors may delegate to any officer the
power to elect subordinate officers and to retain or appoint employees or other
agents, or committees thereof, and to prescribe the authority and duties of such
subordinate officers, committees, employees or other agents.

SECTION 5.04. THE CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The chairman
of the board or in his absence, the vice chairman of the board, shall preside at
all meetings of the stockholders and of the board of directors, and shall
perform such other duties as may from time to time be assigned to them by the
board of directors. The chairman of the board shall also have the same authority
as the president to sign, execute and acknowledge documents and to otherwise act
in the name of the corporation.

SECTION 5.05. THE PRESIDENT. The president shall be the chief executive
officer of the corporation and shall have general supervision over the business
and operations of the corporation, subject, however, to the control of the board
of directors. He shall sign, execute, and acknowledge, in the name of the
corporation, deeds, mortgages, bonds, contracts or other instruments, authorized
by the board of directors, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors, or by these
bylaws, to some other officer or agent of the corporation; and, in general,
shall perform all duties incident to the office of president, and such other
duties as from time to time may be assigned to him by the board of directors.

SECTION 5.06. THE VICE PRESIDENTS. The vice presidents shall perform
the duties of the president in his absence and such other duties as may from
time to time be assigned to them by the board of directors or by the president.

SECTION 5.07. THE SECRETARY. The secretary, or an assistant secretary,
shall attend all meetings of the stockholders and of the board of directors and
shall record the proceedings of the stockholders and of the directors and of
committees of the board in a book or books to be kept for that purpose; see that
notices are given and records and reports properly kept and filed by the
corporation as required by law; be the custodian of the seal of the corporation
and see that it is affixed to all documents to be executed on behalf of the
corporation under its seal; and, in general, perform all duties incident to the
office of secretary, and such other duties as may from time to time be assigned
to him by the board of directors or the president.

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SECTION 5.08. THE TREASURER. The treasurer, or an assistant treasurer,
shall have or provide for the custody of the funds or other property of the
corporation and shall keep a separate book account of the same to his credit as
treasurer; collect and receive or provide for the collection and receipt of
moneys earned by or in any manner due to or received by the corporation; deposit
all funds in his custody as treasurer in such banks or other places of deposit
as the board of directors may from time to time designate; whenever so required
by the board of directors, render an account showing his transactions as
treasurer and the financial condition of the corporation; and, in general,
discharge such other duties as may from time to time be assigned to him by the
board of directors or the president.

SECTION 5.09. OFFICERS' BONDS. No officer of the corporation need
provide a bond to guarantee the faithful discharge of his duties unless the
board of directors shall by resolution so require a bond in which event such
officer shall give the corporation a bond (which shall be renewed if and as
required) in such sum and with such surety or sureties as shall be satisfactory
to the board of directors for the faithful performance of the duties of his
office.

SECTION 5.10. SALARIES. The salaries of the officers and agents of the
corporation elected by the board of directors shall be fixed from time to time
by the board of directors.

ARTICLE VI

CERTIFICATES OF STOCK, TRANSFER, ETC.
-------------------------------------

SECTION 6.01. ISSUANCE. Each stockholder shall be entitled to a
certificate or certificates for shares of stock of the corporation owned by him
upon his request therefor. The stock certificates of the corporation shall be
numbered and registered in the stock ledger and transfer books of the
corporation as they are issued. They shall be signed by the chairman of the
board, the president or a vice president and by the secretary or an assistant
secretary or the treasurer. It shall not be necessary for any such certificate
to bear the corporate seal unless required by law. Any of or all the signatures
upon such certificate may be a facsimile, engraved or printed. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any share certificate shall have ceased to be
such officer, transfer agent or registrar, before the certificate is issued, it
may be issued with the same effect as if he were such officer, transfer agent or
registrar at the date of its issue.

SECTION 6.02. TRANSFER. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper

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evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
No transfer shall be made which would be inconsistent with the provisions of
Article 8, Title 6 of the Delaware Uniform Commercial Code-Investment
Securities.

SECTION 6.03. STOCK CERTIFICATES. Stock certificates of the corporation
shall be in such form as provided by statute and approved by the board of
directors or by such committee or officer authorized by the board of directors
to approve the form of certificate. The stock record books and the blank stock
certificates books shall be kept by the secretary or by any agency designated by
the board of directors for that purpose.

SECTION 6.04. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. The
board of directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

SECTION 6.05. RECORD HOLDER OF SHARES. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

SECTION 6.06. DETERMINATION OF STOCKHOLDERS OF RECORD. In order that
the corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, the board of
directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed by the board of
directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on

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the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the board of
directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the board of
directors. If no record date has been fixed by the board of directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the board of directors is
required by the DGCL, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to a corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the board of directors and prior action by the board of directors is required by
the DGCL, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the board of directors adopts the resolution taking such
prior action.

In order that the corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights of the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
board of directors adopts the resolution relating thereto.

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ARTICLE VII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND
OTHER AUTHORIZED REPRESENTATIVES
------------------------------------------

SECTION 7.01. INDEMNIFICATION OF AUTHORIZED REPRESENTATIVES IN THIRD
PARTY PROCEEDINGS. The corporation shall indemnify any person who was or is an
authorized representative of the corporation, and who was or is a party, or is
threatened to be made a party to any third party proceeding, by reason of the
fact that such person was or is an authorized representative of the corporation,
against expenses, judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such third
party proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal third party proceeding, had no
reasonable cause to believe such conduct was unlawful. The termination of any
third party proceeding by judgment, order, settlement, indictment, conviction or
upon a plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the authorized representative did not act in good faith and in
a manner which such person reasonably believed to be in or not opposed to, the
best interests of the corporation, and, with respect to any criminal third party
proceeding, had reasonable cause to believe that such conduct was unlawful.

SECTION 7.02. INDEMNIFICATION OF AUTHORIZED REPRESENTATIVES IN
CORPORATE PROCEEDINGS. The corporation shall indemnify any person who was or is
an authorized representative of the corporation and who was or is a party or is
threatened to be made a party to any corporate proceeding, by reason of the fact
that such person was or is an authorized representative of the corporation,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such corporate action if such person acted in
good faith and in a manner reasonably believed to be in, or not opposed to, the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such corporate proceeding was pending
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such authorized representative is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

SECTION 7.03. MANDATORY INDEMNIFICATION OF AUTHORIZED REPRESENTATIVES.
To the extent that an authorized representative of the corporation has been
successful on the merits or otherwise in defense of any third party or corporate
proceeding or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses actually and reasonably incurred by such
person in connection therewith.

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SECTION 7.04. DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION. Any
indemnification under Section 7.01, 7.02 or 7.03 of this Article (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the authorized representative
is proper in the circumstances because such person has either met the applicable
standard of conduct set forth in Section 7.01 or 7.02 or has been successful on
the merits or otherwise as set forth in Section 7.03 and that the amount
requested has been actually and reasonably incurred. Such determination shall be
made:

(1) By the board of directors by a majority of a quorum consisting of
directors who were not parties to such third party or corporate proceeding,
or

(2) If such a quorum is not obtainable, or, even if obtainable, a
majority vote of such a quorum so directs, by independent legal counsel in a
written opinion, or

(3) By the stockholders.

SECTION 7.05. ADVANCING EXPENSES.

(1) Expenses actually and reasonably incurred in defending a third
party or corporate proceeding shall be paid on behalf of a director or other
authorized representative by the corporation in advance of the final
disposition of such third party or corporate proceeding upon receipt of an
undertaking by or on behalf of the director or other authorized
representative to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the corporation as
authorized in this Article.

(2) The financial ability of any director or other authorized
representative to make a repayment contemplated by this Section shall not be
a prerequisite to the making of an advance.

SECTION 7.06. DEFINITIONS. For purposes of this Article:

(1) "authorized representative" shall mean a director or officer of the
corporation, or a person serving at the request of the corporation as a
director, officer, or trustee, of another corporation, partnership, joint
venture, trust or other enterprise;

(2) "corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a

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constituent) absorbed in a consolidation of merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued;

(3) "corporate proceeding" shall mean any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor or investigative proceeding by the corporation;

(4) "criminal third party proceeding" shall include any action or
investigation which could or does lead to a criminal third party proceeding;

(5) "expenses" shall include attorneys' fees and disbursements;

(6) "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan;

(7) "not opposed to the best interests of the corporation" shall
include actions taken in good faith and in a manner the authorized
representative reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan;

(8) "other enterprises" shall include employee benefit plans;

(9) "party" shall include the giving of testimony or similar
involvement;

(10) "serving at the request of the corporation" shall include any
service as a director, officer or employee of the corporation which imposes
duties on, or involves services by, such director, officer or employee with
respect to an employee benefit plan, its participants, or beneficiaries; and

(11) "third party proceeding" shall mean any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of
the corporation.

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SECTION 7.07. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article.

SECTION 7.08. SCOPE OF ARTICLE. The indemnification of authorized
representatives and advancement of expenses, as authorized by the preceding
provisions of this Article, shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any statute, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity. The indemnification and advancement of expenses provided by or granted
pursuant to this Article shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be an authorized
representative and shall inure to the benefit of the heirs, executors and
administrators of such a person.

SECTION 7.09. RELIANCE ON PROVISIONS. Each person who shall act as an
authorized representative of the corporation shall be deemed to be doing so in
reliance upon rights of indemnification provided by this Article, with the same
effect as if such person and the corporation entered into a binding contract
under which the corporation agreed to provide the indemnification provided by
this Article.

ARTICLE VIII

GENERAL PROVISIONS
------------------

SECTION 8.01. DIVIDENDS. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock of the corporation, subject to the provisions of the
certificate of incorporation. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

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SECTION 8.02. ANNUAL STATEMENTS. The board of directors shall present
at each annual meeting, and at any special meeting of the stockholders when
called for by vote of the stockholders, a full and clear statement of the
business and condition of the corporation.

SECTION 8.03. CONTRACTS. Except as otherwise provided in these bylaws,
the board of directors may authorize any officer or officers including the
chairman and vice chairman of the board of directors, or any agent or agents, to
enter into any contract or to execute or deliver any instrument on behalf of the
corporation and such authority may be general or confined to specific instances.

SECTION 8.04. CHECKS. All checks, notes, bills of exchange or other
orders in writing shall be signed by the president, any vice president, the
treasurer and such other person or persons as the board of directors may from
time to time designate. SECTION 8.05. CORPORATE SEAL. The corporate seal shall
have inscribed thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Delaware". The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or in any other manner
reproduced.

SECTION 8.06. DEPOSITS. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies, or other depositories as the board of directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees as the board of directors shall from time to
time determine.

SECTION 8.07. CORPORATE RECORDS. Every stockholder shall, upon written
demand under oath stating the purpose thereof, have a right to examine, in
person or by agent or attorney, during the usual hours for business, for any
proper purpose, the stock ledger, books or records of account, and records of
the proceedings of the stockholders and directors, and make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at its registered
office in Delaware or at its principal place of business. Where the stockholder
seeks to inspect the books and records of the corporation, other than its stock
ledger or list of stockholders, the stockholder shall first establish (1)
compliance with the provisions of this section respecting the form and manner of
making demand for inspection of such document; and (2) that the inspection
sought is for a proper purpose. Where the stockholder seeks to inspect the stock
ledger or list of stockholders of the corporation and has complied with the
provisions of this section respecting the form and manner of making demand

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for inspection of such documents, the burden of proof shall be upon the
corporation to establish that the inspection sought is for an improper purpose.

Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders and its other books and records for a purpose
reasonably related to his position as a director. The court may summarily order
the corporation to permit the director to inspect any and all books and records,
the stock ledger and the stock list and to make copies or extracts therefrom.
The court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the court
may deem just and proper.

SECTION 8.08. AMENDMENT OF BYLAWS. These bylaws may be altered, amended
or repealed or new bylaws may be adopted by the stockholders or by the board of
directors, when such power is conferred upon the board of directors by the
certificate of incorporation, at any regular meeting of the stockholders or of
the board of directors or at any special meeting of the stockholders or of the
board of directors if notice of such alteration, amendment, repeal or adoption
of new bylaws be contained in the notice of such special meeting.

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<PAGE> 1
Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 3 to the Registration Statement
No. 333-38757 of Pamarco Technologies, Inc. on Form S-1 of our report dated
April 16, 1997, except for the first two paragraphs of Note 6 as to which the
date is October 22, 1997, and our report dated September 25, 1997 appearing in
the Prospectus which is part of such Registration Statement, and the reference
to us under the heading "Experts" in such Prospectus.

Our audits of the consolidated financial statements referred to in our
aforementioned reports also included the financial statement schedule of
the Company. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

December 18, 1997