<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
__________________________________
For Quarter Ended June 30, 1995 Commission File Number 0-325
------------- -----
THE DURIRON COMPANY, INC.
-------------------------
(Exact name of Registrant as specified in its charter)
New York
--------
(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
--------------
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,
1995..........19,030,743
<PAGE> 2
PART I: Financial Information
<PAGE> 3
<TABLE>
THE DURIRON COMPANY, INC.
Consolidated Statement of Operations
Quarters Ended June 30, 1995 and 1994
(dollars in thousands except per share data)
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
Revenues:
Net sales $ 99,175 $ 85,750
Costs and expenses:
Cost of sales 61,422 54,294
Selling and administrative 23,251 21,046
Research, engineering and development 2,127 2,429
Interest 927 1,087
Other, net 1,212 522
-------- --------
88,939 79,378
Earnings before income taxes 10,236 6,372
Provision for income taxes 3,710 2,360
-------- --------
Net earnings 6,526 4,012
======== ========
Earnings per share $ 0.34 $ 0.21
======== ========
<FN>
(See accompanying notes)
</TABLE>
<PAGE> 4
<TABLE>
THE DURIOR COMPANY, INC.
Consolidated Statement of Operations
Six Months Ended June 30, 1995 and 1994
(dollars in thousands except per share data)
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Revenues:
Net sales $ 190,622 $ 163,708
Costs and expenses:
Cost of sales 118,155 102,839
Selling and administrative 45,151 40,843
Research, engineering and development 4,258 4,780
Interest 2,074 1,978
Other, net 2,345 831
--------- ---------
171,983 151,271
Earnings before income taxes 18,639 12,437
Provision for income taxes 6,900 4,660
--------- ---------
Net earnings 11,739 7,777
========= =========
Earnings per share $ 0.61 $ 0.41
========= =========
(See accompanying notes)
</TABLE>
<PAGE> 5
<TABLE>
THE DURIRON COMPANY, INC.
Consolidated Balance Sheet
(dollars in thousands except per share data)
<CAPTION>
June 30, December 31,
ASSETS 1995 1994
-------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 17,662 $ 16,341
Accounts receivable 73,879 67,189
Inventories 68,474 62,246
Prepaid expenses 5,736 3,994
--------- ---------
Total assets 165,751 149,770
Property, plant and equipment, at cost 193,697 187,731
Less accumulated depreciation and amortization 112,047 105,510
--------- ---------
Net property, plant and equipment 81,650 82,221
Intangibles and other assets 43,696 42,113
--------- ---------
Total assets $ 291,097 $ 274,104
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 20,708 $ 19,480
Notes payable 3,072 2,251
Income taxes 942 236
Accrued liabilities 28,320 26,838
Long-term debt due within one year 4,069 4,951
--------- ---------
Total current liabilities 57,111 53,756
Long-term debt due after one year 43,528 39,032
Postretirement benefits and other deferred items 42,271 42,237
Shareholders' equity:
Serial preferred stock, $1.00 per value,
no shares issued -- --
Common stock, $1.25 par value, 19,030,743
shares issued (18,998,350 in 1994) 23,788 23,748
Capital in excess of par value 3,817 3,674
Retained earnings 119,090 111,724
--------- ---------
146,695 139,146
Foreign currency and other equity
adjustments 1,492 (67)
--------- ---------
Total shareholders' equity 148,187 139,079
--------- ---------
Total liabilities and shareholders' equity $ 291,097 $ 274,104
========= =========
(See accompanying notes)
</TABLE>
<PAGE> 6
<TABLE>
THE DURIRON COMPANY, INC.
Consolidated Statement of Cash Flows
Six Months Ended June 30, 1995 and 1994
(dollars in thousands)
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
Increase (decrease) in cash and cash equivalents:
Operating activities:
Net earnings $ 11,739 $ 7,777
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 7,334 6,759
Loss (gain) on the sale of fixed assets 106 (177)
Change in assets and liabilities net of
effects of acquisitions and divestitures:
Accounts receivable (4,636) (1,467)
Inventories (3,692) (1,650)
Prepaid expenses (1,799) (1,734)
Accounts payable and accrued liabilities 2,108 885
Income taxes 1,555 (3,502)
Postretirement benefits and other deferred items 24 (83)
-------- --------
Net cash flows from operating activities 12,739 6,808
Investing activities:
Capital expenditures (3,890) (5,162)
Payment for acquisitions, net of cash acquired -- (14,900)
Other (608) (144)
-------- --------
Net cash flows from investing activities (4,498) (20,206)
Financing activities:
Net repayments under lines-of-credit 518 119
Payments on long-term debt (2,827) (3,631)
Proceeds from long-term debt 0 6,253
Proceeds from issuance of common stock 185 219
Dividends paid (4,373) (3,984)
-------- --------
Net cash flows from financing activities (6,497) (1,024)
Effect of exchange rate changes (422) 369
-------- --------
Net increase in cash and cash equivalents 1,322 (14,053)
Cash and cash equivalents at beginning of year 16,341 22,640
-------- --------
Cash and cash equivalents at end of period $ 17,663 $ 8,587
======== ========
Supplemental disclosures of
cash flow information:
Cash paid during year for:
Interest $ 2,158 $ 1,770
Income taxes $ 6,208 $ 8,392
<FN>
(See accompanying notes)
</TABLE>
<PAGE> 7
<TABLE>
THE DURIRON COMPANY, INC.
Notes to Consolidated Financial Statements
(dollars presented in tables in thousands except per share data)
<CAPTION>
1. Inventories.
The amount of inventories and the method of determining costs for the quarter ended June 30, 1995 and the year
ended December 31, 1994 were as follows:
Domestic Foreign
inventories inventories Total
(LIFO) (FIFO) inventories
------------------------------------------------
<S> <C> <C> <C>
June 30, 1995
Raw materials $ 67 $ 699 $ 766
Work in process and finished goods 37,134 30,575 67,709
--------- --------- ---------
$ 37,200 $ 31,274 $ 68,474
========= ========= =========
December 31, 1994
Raw materials $ 234 $ 719 $ 953
Work in process and finished goods 34,554 26,739 61,293
--------- --------- ---------
$ 34,788 $ 27,458 $ 62,246
========= ========= =========
LIFO inventories at current cost are $26,926,000 and $26,770,000 higher than reported at June 30, 1995 and December
31, 1994, respectively.
2. Shareholders' equity. There are authorized 30,000,000 shares of $1.25 par value common stock and 1,000,000 shares of
$1.00 par value preferred stock. Changes in the six months ended June 30, 1995 and 1994 were as follows:
Capital in Total
Common excess of Retained Equity shareholders'
stock par value earnings adjustments equity
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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
======== ======== ========= ========= =========
Balance at December 31, 1994 $ 23,748 $ 3,674 $ 111,724 $ (67) $ 139,079
Net earnings 11,739 11,739
Cash dividends (4,373) (4,373)
Net shares issued (32,393) under stock plans 40 143 35 218
Foreign currency translation adjustment 1,524 1,524
-------- -------- --------- --------- ---------
Balance at June 30, 1995 $ 23,788 $ 3,817 $ 119,090 $ 1,492 $ 148,187
======== ======== ========= ========= =========
</TABLE>
<PAGE> 8
As of June 30, 1995, 1,299,000 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, 1995 and 1994 were
based on 19,025,173 and 18,976,824 respectively, common shares
outstanding on the applicable dates of record.
4. Earnings per share.
Earnings per share for the quarters ended June 30, 1995 and 1994 were
based on average common shares and common share equivalents
outstanding of 19,245,008 and 19,145,313, respectively.
5. Contingencies.
The Company has received notification alleging potential involvement
at six former public waste disposal sites which may be subject to
remediation. The sites are in various stages of evaluation by federal
and state environmental authorities. The projected cost of
remediating these sites, as well as the Company's alleged "fair share"
allocation, is uncertain and speculative until all studies have been
completed and the parties have either negotiated an amicable
resolution or the matter has been judicially resolved. At each site,
there are many other parties who have similarly been identified, and
the identification and location of additional parties is continuing
under applicable federal or state law. Many of the other parties
identified are financially strong and solvent companies which appear
able to pay their share of the remediation costs. Based on the
Company's preliminary information about the waste disposal practices
at these sites and the environmental regulatory process in general,
the Company believes that it is likely that ultimate remediation
liability costs for each site will be apportioned among all liable
parties, including site owners and waste transporters, according to
the volumes and/or toxicity of the wastes shown to have been disposed
of at the sites.
The Company also owns and formerly operated a captive spent foundry
sand disposal site near its Dayton foundry. Pursuant to a consent
decree with the State of Ohio, an independent consultant was selected
by the State and engaged to determine the extent of environmental
contamination at the site. The consultant has completed its
investigation and submitted its report to the State which concludes,
in general, that no environmental contamination attributable to the
Company was found at this site. The Company is currently working with
the State to resolve the few remaining issues on an informal basis
involving limited and voluntary remediation in an amount of less than
$40,000 at the site in return for terminating this consent decree.
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 the estimated loss reserve for each such
lawsuit. The Company has additionally accrued a limited general
reserve against possible increases in the Company's liability exposure
if further adverse facts develop during the lawsuits. Given the
inherent volatility and uncertainty of any products liability
litigation, there is a possibility of further increases in the costs
of resolving these claims, although the Company has no current reason
to now believe that any such increase is probable or quantifiable.
Although none of the aforementioned gives rise to any additional
liability that can now be reasonably estimated, it is possible that
the Company could incur additional costs in the range of $100,000 to
$500,000 over the upcoming five years to fully resolve these matters.
The Company has accrued the minimum end of this range. In determining
this estimated range of contingent liability, the Company has not
discounted to present value nor offset any possible insurance
recoveries against such range. The Company will continue to evaluate
these contingent loss exposures and, if they develop, recognize
expense as soon as such losses can be reasonably estimated.
<PAGE> 9
_____________________________________________
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
Capital Resources and Liquidity - Six Months Ended June 30, 1995
The Company's capital structure, consisting of long-term debt,
deferred items and shareholders' equity, continues to enable the Company to
finance short-and long-range business objectives. At June 30, 1995, long-term
debt was 18.6% of the Company's capital structure, compared to 17.7% at
December 31, 1994. The increase in long-term debt in U.S. dollars reflects
conversion of the Company's foreign debt at stronger European to U.S. dollar
currency rates. Based upon a twelve month rolling average, the interest
coverage ratio of the Company's indebtedness was 10.0 at June 30, 1995,
compared with 7.2 for the twelve months ended December 31, 1994.
The return on average net assets was 11.2% based upon 1995 annualized
results, compared to 9.1% at December 31, 1994. Annualized return on average
shareholders' equity was 16.3%, compared to 12.9% at December 31, 1994.
Increases in these returns reflect the Company's improved level of
profitability. Management is focused on continuing to improve the Company's
performance in these areas.
Capital spending in 1995 is expected to be approximately $13.0
million, compared with $9.9 million in 1994. The 1995 expenditures will be
invested in equipment and process technology to enable the Company to further
progress toward its goal of being the highest quality/lowest total cost
producer in its market.
The Company's liquidity position is reflected in a current ratio of
2.9 to 1 at June 30, 1995. This compares to 2.8 to 1 at December 31, 1994.
Cash and cash equivalents increased to $17.7 million from $16.3 million at
December 31, 1994. Cash in excess of current requirements was invested in
high-grade, short-term securities. The Company currently has $22.6 million of
lines of credit and $11.5 million available under domestic revolving credit
agreements, and believes that available cash and these lines of credit
arrangements will be adequate to fund operating and capital expenditure cash
needs through the remainder of 1995.
Results of Operations - Six Months Ended June 30, 1995
Net sales for the six months ended June 30, 1995 were a record of
$190.6 million, compared to net sales of $163.7 million for the same period in
1994. The 16.4% increase in net sales reflects strong global shipments
including North American, European and Asia Pacific, strengthening of the
European currencies against the U.S. dollar and the acquisition of Sereg
Vannes. Foreign contributions to consolidated net sales were 34.5% and 29.3%
for the six month periods ended June 30, 1995 and 1994, respectively. The
increase in foreign contributions reflects the impact of the Sereg Vannes
acquisition and strengthening of the European currencies against the U.S.
dollar. Total net sales to foreign customers including export sales from the
U.S. were 40.2% and 37.0% for the first six months of 1995 and 1994,
respectively.
Record incoming business of $207.0 million for the first six months of
1995 exceeded incoming business of $166.0 million during the same period in
1994 by 24.7%. The 1995 incoming business
<PAGE> 11
level reflected strong activity throughout the global organization,
strengthening of European currencies against the U.S. dollar, the acquisition
of Sereg Vannes and the impact of moderate price increases. Asia Pacific
incoming business which doubled and European incoming business which increased
approximately 30% were particularly strong during the first six months of 1995
compared with 1994. Incoming business for the first six months of 1995 did not
include the previously announced Kuwaiti chemical complex order for as many as
600 pumps which is expected to be booked in the fourth quarter of 1995.
Backlog at June 30, 1995 was $81.6 million, compared with a backlog of $67.6
million at December 31, 1994. The majority of the backlog is scheduled for
shipment in 1995.
The gross profit margin was 38.0% for the six months ended June 30,
1995. This compares to 37.2% for the same period in 1994. The improvement in
the gross profit margin reflects improved burden absorption within the
Company's manufacturing operations due to higher levels of plant utilization,
improvements related to recent price increases and the continuing positive
effects of cost reduction and productivity improvement programs throughout the
Company.
Selling and administrative expenses as a percentage of net sales for
the six months ended June 30, 1995 were 23.7%, compared to 24.9% for the same
period in 1994. The decrease in expense as a percentage of net sales is
consistent with the Company's plan to further leverage expense in 1995 while
continuing to invest in the development and growth of international operations.
Selling and administrative expense in dollars increased between periods due
predominately to consolidation of Sereg Vannes and the strengthening of the
European currencies against the U.S. dollar.
Research, engineering and development expense was $4.3 million for the
first six months of 1995, compared with $4.8 million for the same period in
1994. The decrease in expense reflects completion in 1994 of many of the
Company's cellular manufacturing programs. The majority of the change in
expense, categorized as research, engineering and development in 1994, has been
redirected to cost of sales and selling and administrative expense categories.
Other expense was $2.3 million for the six month period ended June 30,
1995, compared to $.8 million for the same period in 1994. The change in
expense reflects an increase in accrued incentive compensation expense as
actual results exceeded goal in 1995, compared with 1994 results which were
below goal. Incentive compensation is calculated each period based upon payout
levels which are determined by comparing annualized year-to-date results with
goal. In addition, 1995 other deductions include severance costs associated
with personnel reductions in the Company's European operations. The 1994 other
expense included interest income resulting from the resolution of a multi-year
state tax issue.
The effective tax rate for the first six months of 1995 was 37.0%,
compared with 37.5% in 1994. The reduction in the tax rate from 1994 and from
the first quarter 1995 rate of 38.0% reflects the utilization of tax loss
carryforwards in the Company's Asia Pacific and European operations.
Net earnings for the six month period ended June 30, 1995 were $11.7
million, or $.61 per share, which compares to 1994 earnings of $7.8 million, or
$.41 per share. The 51.0% increase in profits resulted from improved global
business levels which led to stronger North American and European profits and
the generation of profits in the Asia Pacific operation.
<PAGE> 12
Results of Operations - Three Months Ended June 30, 1995
Net sales for the three months ended June 30, 1995 were a record $99.2
million, compared to net sales of $85.8 million for the same period in 1994.
The 15.7% increase in net sales reflects strong global shipments, strengthening
of the European currencies and the acquisition of Sereg Vannes which resulted
in May of 1994. Foreign contributions to consolidated net sales were 34.4% and
31.6% for the three month periods ended June 30, 1995 and 1994, respectively.
The increase in foreign contributions reflects the impact of the Sereg Vannes
acquisition and strengthening of the European currencies against the U.S.
dollar. Net sales to foreign customers including export sales were 39.3% and
37.1% for quarters ended June 30, 1995 and 1994, respectively.
Record incoming business of $111.8 million for second quarter of 1995
exceeded incoming business of $87.8 million during the same period in 1994 by
27.4%. The 1995 incoming business level reflected strong activity throughout
the global organization, strengthening of European currencies against the U.S.
dollar, the impact of moderate price increases and the acquisition of Sereg
Vannes. Asia Pacific incoming business which doubled and European incoming
business which increased more than 40% were particularly strong during the
second quarter of 1995 compared with 1994. Incoming business in the second
quarter of 1995 did not include the Kuwaiti chemical complex order for as many
as 600 pumps which is expected to be booked in the fourth quarter of 1995.
Backlog at June 30, 1995 was $81.6 million, compared with a backlog of $67.6
million at December 31, 1994. The majority of the backlog is scheduled for
shipment in 1995.
The gross profit margin was 38.1% for the three months ended June 30,
1995. This compares to 36.7% for the same period in 1994. The improvement in
the gross profit margin reflects improved burden absorption within the
Company's manufacturing operations due to higher levels of plant utilization,
improvements related to recent price increases and the continuing positive
effects of cost reduction and productivity improvement programs throughout the
Company.
Selling and administrative expenses as a percentage of net sales for
the quarter ended June 30, 1995 were 23.4%. This compares to 24.5% for the
same period in 1994. The decrease in expense as a percentage of net sales is
consistent with the Company's plan to further leverage expense in 1995 while
continuing to invest in the development and growth of international operations.
Selling and administrative expense in dollars increased between periods due
predominately to consolidation of Sereg Vannes and the strengthening of the
European currencies against the U.S. dollar.
Research, engineering and development expense was $2.1 million for the
quarter ended June 30, 1995, compared with $2.4 million for the same period in
1994. The decrease in expense reflects completion in 1994 of many of the
Company's cellular manufacturing programs. The majority of the change in
expense, categorized as research, engineering and development in 1994, has been
redirected to cost of sales and selling and administrative expense categories.
Other expense was $1.2 million for the three month period ended June
30, 1995, compared to $.5 million for the same period in 1994. The change in
expense reflects an increase in accrued incentive compensation expense as
actual results exceeded goal in 1995, compared with 1994 results which were
below goal. Incentive compensation is calculated each quarter based upon
payout levels which are determined by comparing annualized year-to-date results
with goal.
<PAGE> 13
The effective tax rate for the quarter ended June 30, 1995 was 36.2%,
compared with 37.0% in 1994. The reduction in the tax rate from 1994 and from
the first quarter 1995 rate of 38.0% reflects the utilization of tax loss
carryforwards in the Company's Asia Pacific and European operations.
Net earnings for the second quarter ended June 30, 1995 were a record
$6.5 million, or $.34 per share, exceeding the previous record of $6.1 million,
or $.32 per share, established in the fourth quarter of 1993. Second quarter
1995 earnings exceeded second quarter 1994 earnings of $4.0 million, or $.21
per share, by 62.7%. The increase in profits resulted from improved global
business levels which led to stronger North American and European profits and
the generation of profits in the Asia Pacific operation. Net earnings for
future quarters of 1995 and thereafter are uncertain and dependent on general
worldwide economic conditions in the Company's major markets and their strong
impact on the level of incoming business activity.
<PAGE> 14
PART II
OTHER INFORMATION
ITEM 1 Not Applicable During Reporting Period
ITEM 2 Not Applicable During Reporting Period
ITEM 3 Not Applicable During Reporting Period
ITEM 4 The 1995 Annual Meeting of Shareholders of the Company was held April
21, 1995. Directors elected for three year terms to the Board were H.
K. Coble, E. Green, R. L. Molen and J. F. Schorr. Shareholders there
approved the appointment of Ernst & Young LLP as the Company's
independent auditors for 1995. Shareholders also approved the
Director Deferral Plan, which permits non-employee directors to elect
to invest their annual retainers and meeting fees in the form of
Common Stock payable following termination of Board service. Actual
voting tabulations were as follows:
<TABLE>
VOTING RESULTS
Topic: Election of Directors
-----
Name For Against Abstain
---- --- ------- -------
<S> <C> <C> <C>
H. K. Coble 15,944,295 63,236
E. Green 15,948,442 59,089
R. L. Molen 15,944,605 62,926
J. F. Schorr 15,944,963 62,568
Topic: Director Deferral Plan
-----
15,546,163 146,562 314,806
Topic: Ernst & Young LLP - Auditors
-----
15,947,014 9,501 41,016
</TABLE>
Directors whose terms in office continued after the meeting
were R. E. Frazer, D. C. Harris, W. M. Jordan, J. S. Haddick,
K. E. Sheehan and R. E. White.
ITEM 5 Not Applicable During Reporting Period
ITEM 6 Exhibits and Reports on Form 8-K
(a) The following Exhibit is included herein:
27 Financial Data Schedule
(b) No report on Form 8-K was filed during the quarter ended
June 30, 1995.
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
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<S> <C> <C> <C>
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES:
4.1 Loan Agreement dated September 15, 1986 between
The Duriron Company, Inc. and the Metropolitan
Life Insurance Company was filed with the
Commission as Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1986.............................. *
4.2 Lease agreement, indenture of mortgage and
deed of trust, and guarantee agreement, all
executed on June 1, 1978 in connection with
9-1/8% Industrial Development Revenue Bonds,
Series A, City of Cookeville, Tennessee............... +
4.3 Lease agreement, indenture of trust, and
guaranty agreement, all executed on June 1,
1978 in connection with 7-3/8% Industrial
Development Revenue Bonds, Series B, City of
Cookeville, Tennessee................................. +
4.4 Lease agreement, indenture of mortgage and
agreement, lessee guaranty agreement, and
letter of representation and indemnity
agreement, all dated as of December 1, 1983
and executed in connection with the Industrial
Development Revenue Bonds (1983 The Duriron
Company, Inc. Project), Erie Company,
New York Industrial Development Agency
were filed with the Commission as Exhibit
4.4 to the Company's Report on Form 10-K
for the year ended December 31, 1983.................. *
4.5 Form of Rights Agreement dated as of August 1,
1986 between The Duriron Company, Inc. and Bank
One, Indianapolis, National Association, as Rights
Agent was filed as an Exhibit to the Company's Form
8-A dated August 13, 1986............................. *
</TABLE>
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<TABLE>
<CAPTION>
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4.6 Credit Agreement, dated as of March 19, 1987,
between The Duriron Company, Inc. and The Chase
Manhattan Bank, N.A., including the form of
Promissory Note delivered in connection
therewith, was filed with the Commission as
Exhibit 6 to the Company's Current Report on
Form 8-K dated April 6, 1987............................ *
4.7 Loan Agreement, dated as of March 19, 1987,
between The Duriron Company, Inc. and
Metropolitan Life Insurance Company, including
the form of Promissory Note delivered in
connection therewith, was filed with the
Commission as Exhibit 7 to the Company's
Current Report on Form 8-K dated April 6, 1987.......... *
4.8 The Credit Agreement between The Duriron
Company, Inc. and Bank One, Dayton, N.A.,
dated as of November 30, 1989........................... +
4.9 Interest Rate and Currency Exchange Agreement
between the Company and Barclays Bank dated
November 17, 1992 PLC in the amount of
$25,000,000 was filed as Exhibit 4.9 to
Company's Report of Form 10-K for year ended
December 31, 1992....................................... *
4.10 Loan Agreement in the amount of $25,000,000
between the Company and Metropolitan Life
Insurance Company dated November 12, 1992 was
filed as Exhibit 4.10 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1992 ...................................... *
4.11 Revolving Credit Agreement between the
Company and Fifth Third Bank dated
November 23, 1992 in the amount of
$10,000,000 ............................................ +
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
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<S> <C> <C> <C>
(10) MATERIAL CONTRACTS: (See Footnote "a")
10.1 The Duriron Company, Inc. Incentive Compensation Plan (the
"Incentive Plan") for Key Employees as amended and restated
effective January 1, 1994 was filed as Exhibit 10.1 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1993............................................. *
10.2 The Duriron Company, Inc. Supplemental Pension
Plan for Salaried Employees was filed with the
Commission as Exhibit 10.4 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1987............................................. *
10.3 The Duriron Company, Inc. Deferred Compensation
Plan for Directors was filed as Exhibit 10.5
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1987....................................... *
10.4 Form of Employment Agreement between The Duriron Company, Inc.
and each of the current officers was filed as Exhibit 10.4 to
the Company's Annual Report on Form 10-K for year ended
December 31, 1992............................................. *
10.5 The Duriron Company, Inc. CEO Discretionary
Bonus Plan was filed with the Commission as
Exhibit 10.8 to the Company's Annual Report
on Form 10-K for the year ended December
31, 1986...................................................... *
10.6 The Duriron Company, Inc. First Master Benefit
Trust Agreement dated October 1, 1987 was filed
as Exhibit 10.11 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1987.......................... *
</TABLE>
<PAGE> 18
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10.7 The Duriron Company, Inc. Second Master Benefit
Trust Agreement dated October 1, 1987 was filed
as Exhibit 10.12 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1987 .......... *
10.8 The Duriron Company, Inc. Long-Term Incentive
Plan (the "Long-Term Plan"), as amended and
restated effective November 1, 1993 was filed as
Exhibit 10.8 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993 ............... *
10.9 The Duriron Company, Inc. 1989 Stock Option Plan
as amended and restated April 23, 1991 was filed
as Exhibit 10.11 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1991 ............. *
10.10 The Duriron Company, Inc. 1989 Restricted Stock
Plan (the "Restricted Stock Plan") as
amended and restated effective April 23, 1991,
was filed as Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the year
ended December 31, 1991 ....................................... *
10.11 The Duriron Company, Inc. Retirement Compensation Plan
for Directors was filed as Exhibit 10.15 on the Company's
Annual Report to Form 10-K for the year ended December 31,
1988 .......................................................... *
10.12 The Company's Employee Protection Plan (which
provides severance benefits for certain employees after a
change of control of the Company) was filed as Exhibit 10.15
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1989.............................................. *
10.13 The Company's Benefit Equalization Pension Plan
was filed as Exhibit 10.16 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1989................. *
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10.14 The Company's Equity Incentive Plan for
Officers was filed as Exhibit 10.20 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1990 ....................................... *
10.15 Supplemental Pension Agreement between the
Company and William M. Jordan dated
January 18, 1993 was filed as Exhibit 10.15
to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992 .................... *
10.16 1979 Stock Option Plan, as amended and
restated April 23, 1991, and Amendment #1
thereto dated December 15, 1992, was filed as
Exhibit 10.17 to the Company's Annual Report
on Form 10-K for the year ended
December 31, 1992 ....................................... *
10.17 Amendment #1 dated December 15, 1992 to the
aforementioned Benefit Equalization Pension Plan was
filed as Exhibit 10.18 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1992 ....... *
10.18 Deferred Compensation Plan for Executives was
filed as Exhibit 10.19 to the Company's Annual
Report on Form 10-K for the year ended December
31, 1992 ................................................ *
10.19 Amendment #1 to amended and restated
1989 Restricted Stock Plan was filed as Exhibit
10.20 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1992 ........................ *
10.20 Amendment #1 to Equity Incentive Plan was filed
as Exhibit 10.21 to the Company's Annual Report
on Form 10-K for the year ended December
31, 1992 ................................................ *
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10.21 Employment Agreement between the Company
and W. M. Jordan dated May 11, 1992 was filed
as Exhibit 10.22 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992 ............... *
10.22 Employment Agreement between the Company
(through its Utah subsidiary, Valtek
Inc.) and Charles L. Bates dated March
24, 1987 was filed as Exhibit 4 to the
Company's Report on Form 8-K dated
April 6, 1987 ................................................... *
10.23 Amendment #1 to the first Master Benefit Trust
Agreement dated October 1, 1987 was filed as
Exhibit 10.24 to the Company's Annual Report
on Form 10-K for the year ended December 31,
1993 ........................................................... *
10.24 Amendment #2 and Amendment #3 to Equity
Incentive Plan was filed as Exhibit 10.25 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1993 ...................................... *
10.25 Amendment #2 to said First Master Benefit Trust
Agreement .................................................... *
10.26 First Amendment to said Second Master Benefit
Trust was filed as Exhibit 10.26 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1994 ............................................ *
10.27 Amendment #2 to said 1989 Restricted Stock Plan,
as amended and restated, was filed as Exhibit 10.27
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994 ................................. *
27 Financial Data Schedule
- --------------
<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.
</TABLE>
<PAGE> 21
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 3, 1995
- ---------------------
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