<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 March 31, 1997 Commission File Number 0-325
-------------- -----
DURCO INTERNATIONAL 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
--------------
THE DURIRON COMPANY, INC.
-------------------------
(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 March 31,
1997..........23,504,949
<PAGE> 2
PART I: Financial Information
<PAGE> 3
DURCO INTERNATIONAL INC.
Consolidated Statement of Income
Quarters Ended March 31, 1997 and 1996
(dollars in thousands except per share data)
<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
Net sales $147,797 $149,193
Costs and expenses:
Cost of sales 87,751 89,279
Selling and administrative 35,629 36,460
Research, engineering and development 4,381 4,269
Interest 1,475 1,394
Other, net 737 1,737
-------- --------
129,973 133,139
Earnings before income taxes 17,824 16,054
Provision for income taxes 6,773 5,940
-------- --------
Net earnings 11,051 10,114
======== ========
Earnings per share $ 0.47 $ 0.41
======== ========
</TABLE>
<PAGE> 4
DURCO INTERNATIONAL INC.
Consolidated Balance Sheet
(dollars in thousands except per share data)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1997 1996
--------- ---------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 20,014 $ 29,474
Accounts receivable 112,072 112,710
Inventories 106,089 101,070
Prepaid expenses 10,743 9,164
--------- ---------
Total current assets 248,918 252,418
Property, plant and equipment, at cost 257,930 257,680
Less accumulated depreciation and amortization 159,958 157,768
--------- ---------
Net property, plant and equipment 97,972 99,912
Intangibles and other assets 73,225 73,160
--------- ---------
Total assets $ 420,115 $ 425,490
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 31,980 $ 31,256
Notes payable 6,636 5,784
Income taxes 8,626 3,298
Accrued liabilities 35,826 50,535
Long-term debt due within one year 5,697 7,525
--------- ---------
Total current liabilities 88,765 98,398
Long-term debt due after one year 61,350 63,239
Postretirement benefits and other deferred items 65,192 64,074
Shareholders' equity:
Serial preferred stock, $1.00 par value,
no shares issued -- --
Common stock, $1.25 par value, 24,568,000
shares issued (24,568,000 in 1996) 30,710 30,710
Capital in excess of par value 8,212 8,377
Retained earnings 197,151 189,390
--------- ---------
236,073 228,477
Treasury stock, 1,063,000 shares at cost (1,081,000 in 1996) (26,993) (27,455)
Foreign currency and other equity adjustments (4,272) (1,243)
--------- ---------
Total shareholders' equity 204,808 199,779
--------- ---------
Total liabilities and shareholders' equity $ 420,115 $ 425,490
========= =========
</TABLE>
(See accompanying notes)
<PAGE> 5
DURCO INTERNATIONAL INC.
Consolidated Statement of Cash Flows
Three Months Ended March 31, 1997 and 1996
(dollars in thousands)
<TABLE>
<CAPTION>
1997 1996
----- ----
<S> <C> <C>
Increase (decrease) in cash and cash equivalents:
Operating activities:
Net earnings $ 11,051 $ 10,114
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 5,204 5,158
Loss on the sale of fixed assets 83 65
Change in assets and liabilities net of
effects of acquisitions and divestitures:
Accounts receivable (557) (6,708)
Inventories (7,540) (4,987)
Prepaid expenses (1,665) (2,514)
Accounts payable and accrued liabilities (12,928) (7,176)
Income taxes 5,257 4,291
Postretirement benefits and other deferred items 1,250 313
Net deferred taxes 295 369
Other (1,575) (350)
-------- --------
Net cash flows from operating activities (1,125) (1,425)
Investing activities:
Capital expenditures (4,634) (4,184)
-------- --------
Net cash flows from investing activities (4,634) (4,184)
Financing activities:
Net borrowings under lines-of-credit 1,249 1,040
Payments on long-term debt (3,930) (691)
Proceeds from long-term debt 2,473 1,241
Proceeds from issuance of common stock 466 509
Dividends paid (3,290) (3,178)
-------- --------
Net cash flows from financing activities (3,032) (1,079)
Effect of exchange rate changes (669) (220)
-------- --------
Net decrease in cash and cash equivalents (9,460) (6,908)
Cash and cash equivalents at beginning of year 29,474 19,434
-------- --------
Cash and cash equivalents at end of period $ 20,014 $ 12,526
======== ========
Supplemental disclosures of
cash flow information:
Cash paid during year for:
Interest $ 993 $ 437
Income taxes $ 1,445 $ 1,737
</TABLE>
(See accompanying notes)
<PAGE> 6
DURCO INTERNATIONAL 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 March 31, 1997 and the year ended December 31, 1996 were as
follows:
<TABLE>
<CAPTION>
Domestic Foreign
inventories inventories Total
(LIFO) (FIFO) inventories
------------------------------------
<S> <C> <C> <C>
March 31, 1997
Raw materials $ 3,828 $ 8,791 $ 12,619
Work in process and finished goods 58,112 35,358 93,470
------- -------- --------
$61,940 $ 44,149 $106,089
======= ======== ========
December 31, 1996
Raw materials $ 2,285 $ 3,339 $ 5,624
Work in process and finished goods 52,613 42,833 95,446
------- -------- --------
$54,898 $ 46,172 $101,070
======= ======== ========
</TABLE>
LIFO inventories at current cost are $38,417,000 and $38,039,000 higher
than reported at March 31, 1997 and December 31, 1996, respectively.
2. Shareholders' equity. There are authorized 60,000,000 shares of $1.25 par
value common stock and 1,000,000 shares of $1.00 par value preferred
stock. Changes in the three months ended March 31, 1997 and 1996 were as
follows:
<TABLE>
<CAPTION>
Capital in Foreign currency Total
Common excess of Retained & other equity Treasury shareholders'
stock par value earnings adjustments stock equity
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 $ 30,506 $ 6,022 $ 158,754 $ 700 $ (210) $195,772
Net earnings 10,114 10,114
Cash dividends (3,178) (3,178)
Net shares issued (78,859) under stock plans 99 877 (405) 571
Foreign currency translation adjustment (607) (607)
-------- -------- --------- ------- -------- --------
Balance at March 31, 1996 $ 30,605 $ 6,899 $ 165,690 $ (312) $ (210) $202,672
======== ======== ========= ======= ======== ========
Balance at December 31, 1996 $ 30,710 $ 8,377 $ 189,390 $(1,243) (27,455) $199,779
Net earnings 11,051 11,051
Cash dividends (3,290) (3,290)
Net shares issued (18,231) under stock plans (165) 169 462 466
Foreign currency translation adjustment (3,198) (3,198)
-------- -------- --------- ------- -------- --------
Balance at March 31, 1997 $ 30,710 $ 8,212 $ 197,151 $(4,272) $(26,993) $204,808
======== ======== ========= ======= ======== ========
</TABLE>
<PAGE> 7
As of March 31, 1997, 1,183,795 shares of common stock were reserved
for exercise of stock options and grants of restricted shares.
3. Dividends.
Dividends paid during the quarters ended March 31, 1997 and 1996 were
based on 23,504,850 and 24,445,392 respectively, common shares
outstanding on the applicable dates of record.
4. Earnings per share.
Earnings per share for the quarters ended March 31, 1997 and 1996 were
based on average common shares and common share equivalents outstanding
of 23,766,368 and 24,792,964, respectively.
5. Contingencies.
The Company is involved as a "potentially responsible party" at five
former public waste disposal sites which may be subject to remediation
under pending government procedures. 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 is a defendant in numerous pending lawsuits (which include,
in many cases, multiple claimants) which seek to recover damages for
alleged personal injury allegedly resulting from exposure to asbestos
containing products formerly manufactured and distributed by the
Company. All such products were used within self-contained process
equipment, and management does not believe that there was any emission
of ambient asbestos fiber during the use of this equipment. The Company
has resolved numerous claims at an average of about $106 per claim, the
cost of which was fully paid by insurance. The Company continues to
have a substantial amount of available insurance from financially
solvent carriers to cover the cost of both defending and resolving the
claims.
The Company is also a defendant in several other products liability
lawsuits which are insured, subject to the applicable deductibles, and
certain other non-insured lawsuits received in the ordinary course of
business. The Company has fully accrued the estimated loss reserve for
each such lawsuit. No insurance recovery has been projected for any of
the insured claims because management currently believes that all will
be resolved within applicable deductibles.
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 $250,000 to
$1,000,000 over the upcoming five years to fully resolve these matters.
Although the Company has accrued the minimum end of this range as a
precaution, management has no current reason to believe that any such
additional costs are probable or quantifiable. 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> 8
6. Impact of Recently Issued Accounting Standard
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings Per Share, which is required to be adopted
on December 31, 1997. At that time, the Company will be required to
change the method currently used to compute earnings per share and to
restate all prior periods. Under the new requirements for calculating
primary earnings per share, the dilutive effect of stock options would
be excluded. The impact of Statement 128 on the calculation of primary
and fully diluted earnings per share is not material for the periods
presented.
7. Merger
On May 6, 1997, the Company announced that it had reached a definitive
agreement to merge with BW/IP, Inc. in a stock-for-stock merger of
equals that will be accounted for as a pooling of interests
transaction. Post-merger, the Company will operate under a new name,
which will be announced before the transaction closes. BW/IP and Durco
are two of the largest manufacturers and distributors of pumps, seals,
valves and control valves in the U.S., and the strategic combination
will create a leading global supplier of fluid handling and control
equipment.
The agreement calls for Durco shareholders to retain their present
shares, and for BW/IP shareholders to receive .6968 shares of Durco
common stock. The exchange ratio was based on the average ratio of
closing share prices for the 15 consecutive trading days ended May 2,
1997. Completion of the merger is subject to approval by the
shareholders of both Durco and BW/IP at meetings that are expected to
be held over the summer, and the expiration of all applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976.
Durco and BW/IP have agreed to pay each other termination fees and to
reimburse certain expenses in the event the merger is not consummated
because of a competing transaction. The companies have also granted
each other options for 19.9% of each other's common stock exercisable
under certain circumstances.
BW/IP is a worldwide supplier of advanced-technology fluid transfer and
control equipment, systems and services. Its principal products are
pumps, mechanical seals and valves. In 1996, BW/IP reported sales of
$492.2 million and generated net earnings of $27.8 million.
8. Name Change
On April 23, 1997 the Company announced it has legally changed its
corporate name to Durco International Inc., following approval by its
Board of Directors and shareholders.
---------------------------------------------
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> 9
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Capital Resources and Liquidity - Three Months Ended March 31, 1997
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 March 31, 1997, long-term debt
was 18.5% of the Company's capital structure, compared to 19.3% at December
31, 1996. Based upon annualized 1997 results, the interest coverage ratio
of the Company's indebtedness was 13.1 at March 31, 1997, compared with
14.0 for the twelve months ended December 31, 1996.
The return on average net assets at March 31, 1997 was 14.2% based upon
1997 annualized results, compared to 14.3% at December 31, 1996. Annualized
return on average shareholders' equity was 21.9% at March 31, 1997,
compared to 21.7% at December 31, 1996. Management continues to focus on
improving its performance in these areas as many of the Company's incentive
compensation plans are linked to return on net assets and economic value
added measurements.
Capital spending in 1997 is expected to be over $20.0 million, compared
with $16.9 million in 1996. The 1997 expenditures will be invested in low
cost manufacturing facilities in India, new product development and machine
replacement and upgrades.
The Company's liquidity position is reflected in a current ratio of 2.8
to 1 at March 31, 1997. This compares to 2.6 to 1 at December 31, 1996.
Cash in excess of current requirements was invested in high-grade,
short-term securities. Cash and amounts available under borrowing
arrangements will be adequate to fund operating needs and capital
expenditures through the remainder of the year.
On May 6, 1997, the Company announced that it had reached a definitive
agreement to merge with BW/IP, Inc. in a stock-for-stock merger of equals
that will be accounted for as a pooling of interests transaction.
Post-merger, the company will operate under a new name, which will be
announced before the transaction closes. BW/IP and Durco are two of the
largest manufacturers and distributors of pumps, seals, valves and control
valves in the U.S., and the strategic combination will create a leading
global supplier of fluid handling and control equipment.
The agreement calls for Durco shareholders to retain their present
shares, and for BW/IP shareholders to receive .6968 shares of Durco common
stock. The exchange ratio was based on the average ratio of closing share
prices for the 15 consecutive trading days ended May 2, 1997. Completion of
the merger is subject to approval by the shareholders of both Durco and
BW/IP at meetings that are expected to be held over the summer, and the
expiration of all applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976. Durco and BW/IP have agreed to pay each
other termination fees and to reimburse certain expenses in the event the
merger is not consummated because of a competing transaction. The companies
have
<PAGE> 10
also granted each other options for 19.9% of each other's common stock
exercisable under certain circumstances.
BW/IP is a worldwide supplier of advanced-technology fluid transfer and
control equipment, systems and services. Its principal products are pumps,
mechanical seals and valves. In 1996, BW/IP reported sales of $492.2
million and generated net earnings of $27.8 million.
Results of Operations - Three Months Ended March 31, 1997
Net sales for the three months ended March 31, 1997 were $147.8
million, compared to net sales of $149.2 million for the same period in
1996. The decrease in net sales reflects customer delayed project shipments
of flow control equipment and strengthening of the U.S. dollar against
European currencies. Foreign contributions to consolidated net sales were
33.3% and 33.6% for the three month periods ended March 31, 1997 and 1996,
respectively. The slight decline reflects the impact of currencies. Total
net sales to foreign customers including export sales from the U.S. were
41.6% and 40.3%, respectively. The increase in foreign contributions
reflects higher levels of shipments into the Asia-Pacific markets.
Incoming business was $153.6 million for the first three months of
1997. This compares to an unusually high $157.0 million in 1996's first
quarter when several large projects were booked. Backlog at March 31, 1997
was $114.9 million, compared with a backlog of $111.9 million at December
31, 1996. The Company remains committed to its program of reducing
throughput time and meeting customer request dates for deliveries.
The gross profit margin was 40.6% for the three months ended March 31,
1997. This compares to 40.2% for the same period in 1996. The margin
reflects a normal quarterly product mix and the favorable impact of
continued emphasis on cost control.
Selling and administrative expenses as a percentage of net sales for
the three months ended March 31, 1997 were 24.1%, compared to 24.4% for the
same period in 1996. The decrease in expense as a percentage of net sales
is consistent with the Company's plan to further leverage expense and
control costs in 1997 while continuing to invest in the development and
growth of international operations.
Research, engineering and development expense as a percentage of net
sales for the three months ended March 31, 1997 was 3.0%, compared with
2.9% for the same period in 1996. The expense level during the first
quarter of 1997 reflects the Company's continued investment in new products
and production processes.
Other expense was $0.7 million for the three month period ended March
31, 1997, compared to $1.7 million for the same period in 1996. The
decrease in expense reflects lower levels of long and short term incentive
compensation expense as the Company's results were below plan. The decrease
also reflects foreign currency transaction losses in 1997 compared with
slight gains in 1996.
<PAGE> 11
The effective tax rate for the first three months of 1997 was 38.0%,
compared with 37.0% in 1996. The 1996 effective tax rate included
significant benefits associated with utilization of tax loss carryforwards
which are not expected to occur in 1997.
Record first quarter 1997 net earnings were $11.1 million, or $.47 per
share, compared with $10.1 million, or $.41 per share, for the same period
in 1996. The 9.3% increase in profits reflects the Company's efforts to
control costs as both cost of sales and selling and administrative expenses
declined. Net earnings for future quarters of 1997 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> 12
PART II
OTHER INFORMATION
ITEM 1 Not Applicable During Reporting Period
ITEM 2 Not Applicable During Reporting Period
ITEM 3 Not Applicable During Reporting Period
ITEM 4 Not Applicable During Reporting Period
ITEM 5 Not Applicable During Reporting Period
ITEM 6 Exhibits and Reports on Form 10-K
(a) The following Exhibits are attached hereto:
3.6 1997 Certificate of Amendment of Certificate
of Incorporation
27.1 Financial Data Schedule
All other Exhibits are incorporated by
reference
(b) Not applicable during reporting period
<PAGE> 13
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.
DURCO INTERNATIONAL INC.
(Registrant)
/s/ Bruce E. Hines
------------------------------
Bruce E. Hines
Senior Vice President
Chief Administrative Officer
Date: May 8, 1997
- ------------------
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
FOOTNOTE
REFERENCE
---------
(3) ARTICLES OF INCORPORATION AND BY-LAWS:
<S> <C> <C>
3.1 1988 Restated Certificate of Incorporation of The
Duriron Company, Inc. was filed as Exhibit 3.1 to
the Company's Annual Report on Form 10-K for
the year ended December 31, 1988.......................... *
3.2 1989 Amendment to Certificate of Incorporation
was filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1989......................................... *
3.3 By-Laws of The Duriron Company, Inc.
(as restated) were filed with the Commission as Exhibit
3.2 to The Company's Annual Report on Form 10-K for the
year ended December 31, 1987.............................. *
3.4 1996 Certificate of Amendment of Certificate of
Incorporation was filed as Exhibit 3.4 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1995......................................... *
3.5 Amendment No. 1 to Restated Bylaws was filed as
Exhibit 3.5 to the Company's Annual Report on
Form 10-K for the year ended December 31,
1995...................................................... *
3.6 1997 Certificate of Amendment of Certificate
of Incorporation.......................................... Filed Herewith
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
FOOTNOTE
REFERENCE
---------
(4) INSTRUMENTS DEFINING THE RIGHTS OF
SECURITY HOLDERS, INCLUDING INDENTURES:
<S> <C> <C>
4.1 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....................... +
4.2 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......................................... +
4.3 Form of Rights Agreement dated as of August 1,
1986 was filed as an Exhibit to the
Company's Form 8-A dated August 13, 1986...................... *
4.4 Amendment to Rights Agreement dated August 1, 1996
was filed as Exhibit 4.5 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1996.............. *
4.5 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 the
Company's Report of Form 10-K for year ended
December 31, 1992............................................. *
4.6 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 ............................................ *
4.7 Revolving Credit Agreement between the Company
and First of America Bank - Michigan, N.A. in the
amount of $20,000,000 and dated August 22,
1995.......................................................... +
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
FOOTNOTE
REFERENCE
---------
<S> <C> <C>
4.8 Credit Facility between the Company in the amount of
$100,000,000 and National City Bank, as Agent, dated December
3, 1996 was filed as Exhibit 4.8 to the Company's Report on
Form 10-K for the year ended December 31, 1996................ *
4.9 Rate Swap Agreement in the amount of $25,000,000
between the Company and National City Bank dated
November 14, 1996 was filed as Exhibit 4.9 to the
Company's Report on Form 10-K for the year ended
December 31, 1996............................................. *
4.10 Rate Swap Agreement in the amount of $25,000,000 between the
Company and Key Bank National Association dated October 28,
1996 was filed as Exhibit 4.10 to the Company's Report on Form
10-K for the year ended December 31, 1996..................... *
(10) MATERIAL CONTRACTS: (See Footnote "a")
10.1 The Duriron Company, Inc. Incentive Compensation
Plan (the "Incentive Plan") for Senior Executives,
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 Amendment No. 1 to the Incentive Plan was filed as
Exhibit 10.2 to the Company's Annual Report on Form
10-K for the year ended December 31, 1995..................... *
10.3 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............................................. *
10.4 The Duriron Company, Inc. amended and
restated Director Deferral Plan was filed as
Attachment A to the Company's definitive
1996 Proxy Statement filed with the Commission
on March 10, 1996............................................. *
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
FOOTNOTE
REFERENCE
---------
<S> <C> <C>
10.5 Change in Control Agreement ("CIC") between
The Duriron Company, Inc. and William M. Jordan,
Chairman, President and CEO was filed as Exhibit
10.5 to the Company's Report on Form 10-K for
the year ended December 31, 1996.............................. *
10.6 Form of CIC Agreement between all other executive
officers of the Company was filed as Exhibit 10.6
to the Company's Report on Form 10-K for the
year ended December 31, 1996.................................. *
10.7 The Duriron Company, Inc. 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, 1987................ *
10.8 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.......................................................... *
10.9 Amendment #2 to First Master Benefit Trust
Agreement was filed as Exhibit 10.25 to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1993.................................. *
10.10 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................ *
10.11 First Amendment to Second Master Benefit Trust Agreement was
filed as Exhibit 10.26 to the Company's Annual Report on Form
10-K for the year ended December 31, 1993..................... *
10.12 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................ *
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
FOOTNOTE
REFERENCE
---------
<S> <C> <C>
10.13 Amendment No. 1 to the Long-Term Plan was filed
as Exhibit 10.13 to the Company's Annual Report
on Form 10-K for the year ended December 31,
1995.......................................................... *
10.14 The Duriron Company, Inc. 1989 Stock Option Plan
as amended and restated effective January 1, 1997
was filed as Exhibit 10.14 to the Company's Report
on Form 10-K for the year ended December 31, 1996............. *
10.15 The Duriron Company, Inc. 1989 Restricted Stock
Plan (the "Restricted Stock Plan") as amended and restated
effective January 1, 1997 was filed as Exhibit 10.15 to the
Company's Report on Form 10-K for the year ended
December 31, 1996............................................. *
10.16 The Duriron Company, Inc. Retirement
Compensation Plan for Directors ("Director
Retirement Plan") was filed as Exhibit 10.15 on
the Company's Annual Report to Form 10-K for
the year ended December 31, 1988.............................. *
10.17 Amendment No. 1 to Director Retirement Plan
was filed as Exhibit 10.21 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1995............................................. *
10.18 The Company's Benefit Equalization Pension
Plan ("Equalization Plan") was filed as Exhibit
10.16 to the Company's Annual Report on Form
10-K for the year ended December 31, 1989..................... *
10.19 Amendment #1 dated December 15, 1992 to the Equalization Plan
was filed as Exhibit 10.18 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992................ *
10.20 The Company's Equity Incentive Plan as amended and restated
effective July 21, 1995 was filed as Exhibit 10.25 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995............................................. *
</TABLE>
<PAGE> 19
<TABLE>
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REFERENCE
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10.21 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.......................... *
10.22 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 .................... *
10.23 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 ............................................ *
10.24 Executive Life Insurance Plan of The Duriron
Company, Inc. was filed as Exhibit 10.29 to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1995.................................. *
10.25 Executive Long-Term Disability Plan of The
Duriron Company, Inc. was filed as Exhibit 10.30
to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.............................. *
10.26 Consulting Agreement between James S. Ware and Durametallic
Corporation dated April 21, 1991 was filed as Exhibit 10.31 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995............................................. *
10.27 Senior Executive Death Benefit Agreement
between James S. Ware and Durametallic
dated April 12, 1991 was filed as Exhibit 10.32 to
the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.............................. *
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
FOOTNOTE
REFERENCE
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<S> <C> <C>
10.28 Executive Severance Agreement between
James S. Ware and Durametallic Corporation dated
January 6, 1994 was filed as Exhibit 10.33 to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1995.................................. *
10.29 Agreement between James S. Ware and the Company
dated September 11, 1995 was filed as Exhibit 10.34 to
the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.................................. *
10.30 Agreement and Plan of Merger Among The Duriron Company, Inc.,
Wolverine Acquisition Corporation and Durametallic
Corporation, dated as of September 11, 1995 was filed as Annex
A on the Form S-4 Registration Statement filed by the Company
on September 11, 1995......................................... *
10.31 Split-Dollar Life Insurance Agreement between the
Company and James S. and Sheila D. Ware Irrevocable
Trust II signed March 6, 1996 was filed as Exhibit 10.36 to the
Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1996................................................ *
10.32 Employee Protection Plan, as revised effective March 1, 1997
(which provides certain severance benefits to employees upon a
change of control of the Company) was filed as Exhibit 10.32
to the Company's Report on Form 10-K for the year
ended December 31, 1996....................................... *
10.33 1997 Stock Option Plan was included as Exhibit A to the
Company's 1997 Proxy Statement which was filed with
the Commission on March 17, 1997.............................. *
(27) FINANCIAL DATA SCHEDULE
27.1 Financial Data Schedule (submitted for the SEC's
information).................................................
</TABLE>
<PAGE> 21
FOOTNOTE
REFERENCE
---------
- --------------
"*" Indicates that the exhibit is incorporated by reference into
this Annual Report on Form 10-K from a previous filing with
the Commission. The Company's file number with the Commission
is "0-325".
"+" 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.
<PAGE> 1
Exhibit 3.6
4/24/97
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
THE DURIRON COMPANY, INC.
Under Section 805 of the Business Corporation Law
Pursuant to the provisions of Section 805 of the Business Corporation
Law, the undersigned, Bruce E. Hines and Ronald F. Shuff, being respectively the
Senior Vice President and Secretary of The Duriron Company, Inc., a New York
corporation (the "Corporation") hereby certify:
FIRST: The name of the Corporation is The Duriron Company, Inc. The
name under which the corporation was formed was: Duriron Castings Company.
SECOND: The Certificate of Incorporation of the Corporation was filed
by the Department of State on May 1, 1912.
THIRD: The amendment to the Certificate of Incorporation effected by
this Certificate is as follows:
ARTICLE FIRST is hereby amended and restated in its entirety to read as
follows:
"FIRST: The name of the Corporation is: Durco International Inc.
FOURTH: The foregoing amendment to the Certificate of Incorporation was
authorized by the unanimous vote of the directors present at a meeting of the
Board of Directors duly held and convened on February 17, 1997, and such
amendment was thereafter approved by an affirmative vote of a majority of all
the outstanding shares of the Common Stock of the Corporation at the Annual
Meeting of Shareholders of the Corporation held on April 24, 1997.
Page 1
<PAGE> 2
IN WITNESS WHEREOF, we hereunto sign our respective names and affirm
that the statements made herein are true under penalties of perjury, this 24th
day of April, 1997.
---------------------------------
Bruce E. Hines
Senior Vice President
---------------------------------
Ronald F. Shuff
Secretary
Page 2
<PAGE> 3
CERTIFICATE OF SECRETARY
The undersigned, being the duly elected Secretary of The Duriron
Company, Inc., a New York Corporation (the "Company"), hereby certifies that the
Board of Directors of the Company adopted the following resolution upon motion
duly made, seconded and vote taken at a regularly scheduled meeting held on
February 17, 1997, and that such resolution remains in full force and effect:
RESOLVED, That Article First of the Certificate of
Incorporation of the Company be amended to read as follows:
FIRST: The name of the Corporation is Durco
International Inc. The name under which the Corporation was
formed is: Duriron Castings Company. The name of the
Corporation prior to this amendment was: THE DURIRON COMPANY,
INC.
FURTHER RESOLVED, that such amendment be subject to approval
by the shareholders of the Company and other applicable
requirements of the Business Corporation Law of the State of New
York, with the officers of the Company being authorized and
instructed to take such action as they, or any one of them, deem
necessary of desirable, in their discretion, to implement such
amendment.
------------------------------
Ronald F. Shuff
Secretary
April 23, 1997
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
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0
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<SALES> 147,797
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