<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[check] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
<TABLE>
<S> <C>
For the fiscal year ended Commission file number
December 31, 1993 0-325
</TABLE>
A. Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:
VALTEK INCORPORATED
RETIREMENT PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the Plan and
the address of its principal executive office:
THE DURIRON COMPANY, INC.
3100 RESEARCH BOULEVARD
DAYTON, OHIO 45420
(513) 476-6100
INDEX TO EXHIBITS at page 3.
Page 1 of 18 pages
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REQUIRED INFORMATION
--------------------
The Valtek Incorporated Retirement Plan and Trust (the "Plan") is
subject to the Employee Retirement Income Security Act of 1974.
ITEM 4. In lieu of the requirements of Items 1, 2 and 3 of Form 11-K,
the following financial statements of the Plan, notes thereto, and Report of
Independent Auditors thereon are being filed as Exhibit 28.1 to this Report:
(a) Report of Independent Auditors.
(b) Statements of Net Assets Available for Benefits - December 31,
1993 and 1992.
(c) Statements of Changes in Net Assets Available for Benefits -
years ended December 31, 1993 and 1992.
(d) Notes to Financial Statements.
(e) Schedule of Assets Held for Investment Purposes - December
31, 1993.
(f) Schedule of Transactions or Series of Transactions in Excess
of 5% of the Current Value of Plan Assets - year ended
December 31, 1993.
The Consent of Independent Auditors to the incorporation by reference
of the foregoing financial statements in the Registration Statement on Form S-8
pertaining to the Plan is being filed as Exhibit 23.1 to this Report.
SIGNATURES
----------
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Pension and Insurance Committee of The Duriron Company, Inc.,
which administers the Valtek Incorporated Retirement Plan and Trust, has duly
caused this annual report to be signed on behalf of the Plan by the undersigned
hereunto duly authorized.
VALTEK INCORPORATED
RETIREMENT PLAN AND TRUST
BY: /s/ Ronald F. Shuff
-----------------------
RONALD F. SHUFF
Member, Pension and Insurance Committee
Date: June 29, 1994
2
<PAGE> 3
<TABLE>
INDEX TO EXHIBITS
The following Exhibits are being filed with this Annual Report on Form
11-K:
<CAPTION>
Located at
Manually Numbered
Exhibit Page
- - ------- -----------------------
<S> <C> <C>
(23) CONSENT OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young ........................................ 5
(28) ADDITIONAL EXHIBITS
28.1 Annual Financial Statements of Valtek Incorporated
Retirement Plan and Trust at December 31, 1993 and 1992
and for the two years ended December 31, 1993 ................... 7
</TABLE>
_______________________________________________
3
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|| EXHIBIT 23.1 ||
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|| CONSENT OF ERNST & YOUNG ||
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-72372) dated December 1, 1993, pertaining to THe Duriron
Company, Inc. Savings and Thrift Plan and the Valtek Incorporated Retirement
Plan and Trust of our report dated May 27, 1994, with respect to the financial
statements and schedules of Valtek Incorporated Retirement Plan and Trust
included in this Annual Report (Form 11-K) for the year ended December 31,
1993.
ERNST & YOUNG
Salt Lake City, Utah
June 28, 1994
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++==========================================================++
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|| EXHIBIT 28.1 ||
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|| VALTEK INCORPORATED ||
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|| RETIREMENT PLAN AND TRUST ||
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6
<PAGE> 2
FINANCIAL STATEMENTS
AND SCHEDULES
VALTEK INCORPORATED
RETIREMENT PLAN AND TRUST
YEARS ENDED DECEMBER 31, 1993 AND 1992
WITH REPORT OF INDEPENDENT AUDITORS
7
<PAGE> 3
VALTEK INCORPORATED
RETIREMENT PLAN AND TRUST
FINANCIAL STATEMENTS
AND SCHEDULES
YEARS ENDED DECEMBER 31, 1993 AND 1992
CONTENTS
Report of Independent Auditors
Audited Financial Statements:
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Supplemental Schedules:
Assets Held for Investment
Transactions or Series of Transactions in Excess
of 5% of the Current Value of Plan Assets
8
<PAGE> 4
- - ------------------------------------------------------------------------------
Report of Independent Auditors
Valtek Incorporated Board of Directors and
The Duriron Company, Inc. Pension and Insurance Committee
Valtek Incorporated Retirement Plan and Trust
We have audited the accompanying statements of net assets available for
benefits of Valtek Incorporated Retirement Plan and Trust as of December 31,
1993 and 1992, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's administrator. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted out 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, the financial statements referred to above present failry, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1993 and 1992, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes as of December 31, 1993 and schedule of reportable
transactions for the year then ended are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ERNST & YOUNG
Salt Lake City, Utah
May 27, 1994
- - ------------------------------------------------------------------------------
9
<PAGE> 5
<TABLE>
VALTEK INCORPORATED
RETIREMENT PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
DECEMBER 31
1993 1992
----------- ------------
<S> <C> <C>
ASSETS
Investments at current value:
Putnam Fiduciary:
Growth and Income Fund $ 4,031,375 $ 3,066,830
Voyager Fund 10,398,511 7,628,684
Daily Dividend Trust 1,321,216 1,077,698
U.S. Government Income Trust 1,287,660 1,404,124
Guaranteed investment contracts, at contract value 425,313 567,201
----------- ------------
Total investments 17,464,075 13,744,537
Receivables:
Employer contribution 814,084 748,123
Participant loans 644,047 484,352
----------- ------------
Total receivables 1,458,131 1,232,475
----------- ------------
Net assets available for benefits $18,922,206 $14,977,012
=========== ============
<FN>
SEE ACCOMPANYING NOTES
</TABLE>
10
<PAGE> 6
<TABLE>
VALTEK INCORPORATED
RETIREMENT PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
YEAR ENDED DECEMBER 31
1993 1992
------------ -----------
<S> <C> <C>
Employer contributions $ 1,351,464 $ 1,168,837
Employee contributions 1,100,225 958,474
Investment earnings 918,876 754,000
Other miscellaneous 10,495
------------ -----------
Total additions 3,370,565 2,891,806
Participant benefits paid 690,813 2,002,770
Investment expenses 20,080 3,891
------------ -----------
Net Increase 2,659,672 885,145
Unrealized and realized gain 1,285,522 1,051,813
Net assets available for benefits:
Beginning of year 14,977,012 13,040,054
----------- -----------
End of year $18,922,206 $14,977,012
=========== ===========
<FN>
SEE ACCOMPANYING NOTES
</TABLE>
11
<PAGE> 7
VALTEK INCORPORATED
RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
1. DESCRIPTION OF PLAN
The following description of the Valtek Incorporated Retirement Plan and Trust
(Plan) is provided for general information purposes only. Participants should
refer to the Plan document for more complete information.
GENERAL
The Plan is a single employer, contributory, profit sharing 401(k) plan and
covers those employees not covered by collective bargaining agreements who are
21 years of age and have completed six months of service on January 1 of each
year. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974. Valtek Incorporated (the Company) is the Plan sponsor.
The New England was the trustee and administrator of the Plan through March
1992. As of April 1, 1992, Putnam Fiduciary (Putnam) became the trustee and
Plan administrator.
RETIREMENT BENEFITS
A participant employed by the Company at normal retirement age (65) is entitled
to the maximum amount that can be purchased under an applicable group annuity
policy or other investment vehicle with the amount accrued in the participant's
account as of that date. Early retirement is permitted upon completion of 15
years of service and attainment of age 55. The Plan also includes a late
retirement provision under which the participant may remain employed up to the
age of 70 with the same benefits as normal retirement.
FUNDING POLICY
A participant may make a voluntary contribution which shall not exceed 10% of
such participant's aggregate earnings. For contributions up to 6% of the
participant's compensation, the Company will make a 50% matching contribution.
The Company may also make discretionary contributions to the Trust out of
profits for each plan year.
SEPARATION AND DEATH BENEFITS
If the employment of a participant is terminated other than by retirement or
death, the participant
12
<PAGE> 8
VALTEK INCORPORATED
RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. DESCRIPTION OF PLAN (CONTINUED)
may receive benefits (1) in the form of a lump sum cash payment equal to all or
a portion of the vested amount in the participant's individual account or (2)
in the form of an annuity beginning on normal date of retirement. Amounts
originally contributed to the participant by the Company out of profits which
are not vested at the termination date are forfeited, and are used to reduce
the amounts payable by the Company out of profits (as determined by the Board
of Directors).
If a participant dies, a death benefit equal to the amount in the participant's
benefit account, regardless of vesting provisions, shall be paid to the
participant's beneficiary.
VESTING
Participants are fully and immediately vested in their voluntary contribution
plus the matching amount contributed by the Company. However, additional
amounts contributed by the Company out of profits vest 100 percent after five
years of credited service.
INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) and 401(k) of the Internal Revenue Code (IRC) and is, therefore, not
subject to tax under present income tax law. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The Plan Administrator is not aware of any course of action or series of
events that have occurred that might adversely affect the Plan's qualified
status.
ADMINISTRATIVE EXPENSES
All reasonable expenses necessary to operate and administer the Plan are paid
by the Company. Investment expenses are paid by the Plan and are reflected in
the accompanying statements of changes in net assets available for benefits.
PLAN TERMINATION
The Company reserves the right at any time and within its sole discretion to
reduce or discontinue contributions to the Plan or to terminate the Plan. Upon
termination of the Plan, 100% of the benefits, including accrued earnings and
employer voluntary contributions, of each affected participant shall become
fully vested. The benefit to be distributed to each participant will be
distributed under normal retirement guidelines or, if elected, in a lump sum
cash payment.
13
<PAGE> 9
VALTEK INCORPORATED
RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. DESCRIPTION OF PLAN (CONTINUED)
INVESTMENT OPTIONS
Under the 401(k) plan, the employee has the option of investing contributions
in four different investment funds maintained by the administrator. Following
are the employee's investment choices as of December 31, 1993: 1) Putnam
Voyager Fund provides opportunity for investment in emerging growth stocks
(usually to be held for long-term) and opportunity stocks; 2) Putnam Growth
and Income Fund invests in income-producing stocks that pay high dividends; 3)
Putnam U.S. Government Income Fund invests in a variety of government-backed
securities. This option provides safety and dependable long-term growth; and
the 4) Putnam Daily Dividend Trust is managed for safety and current income.
This option is a money market mutual fund that invests in high-quality money
market instruments maturing in one year or less.
Funds can be withdrawn from the Plan for the following reasons: termination,
retirement, and hardship (includes buying a house, educational, medical needs,
and other severe hardships).
2. SUMMARY OF ACCOUNTING POLICIES
TRUST FUND AND VALUATION OF INVESTMENTS
Under the terms of a trust agreement, The New England was appointed
administrative and investment services provider for the Plan, until April 1992
when the Company switched to Putnam to provide these services. Putnam has been
appointed administrative and investment services provider for the Plan, and has
been granted discretionary authority concerning purchases and sales of
investments that qualify for the four investment options. The investments and
changes therein of this trust fund have been reported to the Plan by Putnam as
having been determined using current value for equity investments and contract
value for guaranteed investment contracts. Current value is the quoted market
price on the last business day of the Plan year.
PARTICIPANT'S ACCOUNTS
Each participant's account is credited with the participant's contribution, the
employer's contribution, and an allocation of the net investment gain or loss
of each fund as defined in the Plan agreement.
14
<PAGE> 10
VALTEK INCORPORATED
RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENTS HELD IN TRUST
Investment fund activity by investment fund for 1993 and 1992, which reflects
the net assets available for benefits and changes in net assets available for
benefits, excluding employer contributions receivable and participant loans, is
summarized below.
<TABLE>
<CAPTION>
U.S.
Guaranteed Growth Daily Government
Investment Equity and Income Voyager Dividend Income
Contracts Fund Fund Fund Trust Trust Total
---------- ---------- ---------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment assets at
December 31, 1991 $9,095,990 $2,901,608 $11,997,598
Rollover and transfers, net (53,485) (23,643) (77,128)
Contributions 715,851 342,731 1,058,582
Earnings 163,109 (164,780) (1,671)
Benefits paid (1,669,133) (77,823) (1,746,956)
Expenses (1,075) (387) (1,462)
---------- ---------- ---------- ----------- ---------- ---------- -----------
Investment assets at
March 31, 1992 8,251,257 2,977,706 11,228,963
Rollover and transfers, net (7,629,089) (2,977,706) $2,650,854 $5,726,420 $949,144 $1,280,377 -
Contributions 282,749 603,967 47,340 103,462 1,037,518
Earnings 125,131 161,742 348,415 14,179 58,597 708,064
Benefits paid (88,853) (45,054) (76,653) (43,680) (10,936) (265,176)
Expenses (44) (814) (1,100) (256) (213) (2,427)
Miscellaneous (91,201) (19,053) 6,238 110,971 (21,173) (14,218)
Unrealized and Realized
Appreciation 36,406 1,021,397 (5,990) 1,051,813
---------- ---------- ---------- ----------- ---------- ---------- -----------
Investment assets at
December 31, 1992 567,201 - 3,066,830 7,628,684 1,077,698 1,404,124 13,744,537
Rollover and transfers, net (170,837) 55,348 196,226 94,697 (175,434) -
Contributions 616,451 1,373,092 192,200 203,985 2,385,728
Earnings 48,384 289,540 375,800 34,693 113,000 861,417
Benefits paid (10,837) (168,741) (238,728) (56,264) (211,664) (686,234)
Expenses (770) (4,955) (10,310) (1,680) (2,365) (20,080)
Miscellaneous (7,828) (11,423) (55,751) (20,128) (11,685) (106,815)
Unrealized and Realized
Appreciation 188,325 1,129,498 (32,301) 1,285,522
---------- ---------- ---------- ----------- ---------- ---------- -----------
Investment assets at
December 31, 1993 $425,313 - $4,031,375 $10,398,511 $1,321,216 $1,287,660 $17,464,075
========== ========== ========== =========== ========== ========== ===========
<FN>
In addition, loans receivable from participants as of December 31, 1993 and 1992 were $644,047 and $484,352, respectively.
</TABLE>
15
<PAGE> 11
SUPPLEMENTAL
SCHEDULES
16
<PAGE> 12
<TABLE>
VALTEK INCORPORATED
RETIREMENT PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1993
<CAPTION>
CURRENT
DESCRIPTION OF INVESTMENTS SHARES COST VALUE
- - ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Putnam:
Growth and Income Fund 296,424 $ 3,844,188 $ 4,031,375
Voyager Fund 867,265 8,459,217 10,398,511
Daily Dividend Trust 1,321,216 1,321,216 1,321,216
U.S. Government Income Trust 95,737 1,316,241 1,287,660
Guaranteed investment contracts - 425,313 425,313
------------ ------------
Total $15,366,175 $17,464,075
============ ============
</TABLE>
17
<PAGE> 13
<TABLE>
VALTEK INCORPORATED
RETIREMENT PLAN AND TRUST
SCHEDULE OF TRANSACTIONS OR SERIES OF TRANSACTIONS
IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1993
<CAPTION>
PURCHASE SELLING AVERAGE NET GAIN
IDENTITY OF ISSUER DESCRIPTION OF ASSETS PRICE PRICE COST OR LOSS
- - -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CATEGORY (I) - A SINGLE TRANSACTION IN EXCESS OF 5% OF
PLAN ASSETS
None
CATEGORY (II) - A SERIES OF TRANSACTIONS (OTHER THAN SECURITIES
TRANSACTIONS) WITH THE SAME PERSON AGGREGATING 5% OF PLAN ASSETS
None
CATEGORY (III) - A SERIES OF TRANSACTIONS IN A SECURITY ISSUE
AGGREGATING 5% OF PLAN ASSETS
Putnam Fiduciary Growth and Income Fund-
82 Purchases 1,705,802
Putnam Fiduciary Growth and Income Fund-
151 Sales 929,581 901,630 27,951
Putnam Fiduciary Voyager Fund-
120 Purchases 4,785,927
Putnam Fiduciary Voyager Fund-
168 Sales 3,145,597 2,974,268 171,329
Putnam Fiduciary Daily Dividend Trust-
110 Purchases 2,386,178
Putnam Fiduciary Daily Dividend Trust-
109 Sales 2,142,660 2,142,660 0
Putnam Fiduciary U.S. Government Income Trust-
74 Purchases 1,896,637
Putnam Fiduciary U.S. Government Income Trust-
110 Sales 1,980,803 1,986,997 (6,194)
CATEGORY (IV) - TRANSACTIONS IN SECURITIES WITH A PERSON IF ANY SINGLE
TRANSACTION WITH THAT PERSON WAS IN EXCESS OF 5% OF PLAN ASSETS
None
</TABLE>
18
