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