<PAGE>
FORM lO-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-898.
AMPCO-PITTSBURGH CORPORATION
Incorporated in Pennsylvania. I.R.S. Employer Identification No. 25-1117717.
600 Grant Street, Pittsburgh, Pennsylvania 15219
Telephone Number 412/456-4400
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 periods 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____
On May 11, 1995, 9,577,621 common shares were outstanding.
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AMPCO-PITTSBURGH_CORPORATION
INDEX
Page_No.
Part I - Financial Information:
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets -
March 31, 1995 and December 31, 1994 3
Consolidated Statements of Income -
Three Months ended March 31, 1995
and 1994 4
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1995
and 1994 5
Notes to Consolidated Financial
Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
Part II - Other Information:
Item 4 Submission of Matters to a Vote of Security
Holders 10
Item 5 Other Information 10
Item 6 Exhibits and Reports on Form 8-K 10
Signatures 11
Exhibit Index 12
Exhibits 13
. Exhibit 1
. Exhibit 27
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[CAPTION]
PART_I_-_FINANCIAL_INFORMATION
AMPCO-PITTSBURGH_CORPORATION
CONSOLIDATED_BALANCE_SHEETS
(UNAUDITED)
<TABLE>
<S> <C> <C>
March 31, December 31,
____1995_____ ____1994____
Assets
Current assets:
Cash and cash equivalents $ 19,081,541 $ 19,328,921
Receivables, less allowance for doubtful
accounts of $653,691 in 1995 and
$483,017 in 1994 24,051,144 21,249,278
Inventories 31,092,063 30,321,705
Investments available for sale 5,716,255 5,392,694
Other ___4,512,188 ___3,458,582
Total current assets 84,453,191 79,751,180
Property, plant and equipment, at cost 103,305,316 101,436,078
Accumulated depreciation _(53,615,484) _(51,692,129)
Net property, plant and equipment 49,689,832 49,743,949
Prepaid pension 14,775,327 14,962,827
Other noncurrent assets ___7,452,733 ___7,454,131
$156,371,083 $151,912,087
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 6,579,829 $ 5,986,001
Accrued payrolls and employee benefits 6,934,606 7,420,752
Other ___6,695,700 ___6,851,736
Total current liabilities 20,210,135 20,258,489
Employee benefit obligations 19,359,453 19,695,521
Deferred income taxes 5,627,800 4,382,467
Other noncurrent liabilities ___5,015,001 ___4,604,726
Total liabilities 50,212,389 48,941,203
Shareholders' equity:
Preference stock - no par value;
authorized 3,000,000 shares: none issued - -
Common stock - par value $1; authorized
20,000,000 shares; issued and outstanding
9,577,621 in 1995 and 1994 9,577,621 9,577,621
Additional paid-in capital 102,555,980 102,555,980
Retained earnings (deficit) _(13,232,441) _(15,104,987)
98,901,160 97,028,614
Cumulative translation adjustments 3,815,584 2,709,881
Unrealized holding gains on securities ___3,441,950 ___3,232,389
Total shareholders' equity _106,158,694 _102,970,884
$156,371,083 $151,912,087
</TABLE>
See Notes to Consolidated Financial Statements.
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[CAPTION]
AMPCO-PITTSBURGH_CORPORATION
CONSOLIDATED_STATEMENTS_OF_INCOME
(UNAUDITED)
<TABLE>
<S> <C> <C>
Three_Months_Ended_March_31,
____1995____ ____1994____
Net sales $_33,603,358 $_27,105,976
Operating costs and expenses:
Cost of products sold (excluding depreciation) 24,134,054 19,828,550
Selling and administrative 4,714,861 4,312,102
Depreciation ___1,419,104 ___1,381,831
__30,268,019 __25,522,483
Income from operations 3,335,339 1,583,493
Other income and (expense):
Gain from sale of investment - 1,597,509
Other income (expense) - net _______6,769 ____(230,195)
Income from continuing operations before
provision for taxes on income 3,342,108 2,950,807
Provision for taxes on income ___1,230,000 ___1,100,000
Income from continuing operations 2,112,108 1,850,807
Gain on disposal of discontinued operation,
net of an income tax provision of $931,000 ______-____ ___1,728,251
Net income $ 2,112,108 $ 3,579,058
Net income per common share:
Continuing operations $ .22 $ .19
Discontinued operations ___________- _________.18
Net income $ .22 $ .37
Cash dividends declared per share $ .025 $ .025
Weighted average number of
common shares outstanding 9,577,621 9,577,621
</TABLE>
See Notes to Consolidated Financial Statements.
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[CAPTION]
AMPCO-PITTSBURGH_CORPORATION
CONSOLIDATED_STATEMENTS_OF_CASH_FLOWS
(UNAUDITED)
<TABLE>
<S> <C> <C>
Three Months Ended March 31,
_____1995____ ____1994____
Cash flows from operating activities:
Net income $ 2,112,108 $ 3,579,058
Adjustments to reconcile net income to
net cash flows from operating activities:
Depreciation and amortization 1,419,104 1,387,831
(Gain) from sale of investment - (1,597,509)
(Gain) on discontinued operations - (2,659,251)
Deferred income taxes 1,084,000 1,923,000
Other - net 159,164 19,619
(Increase) decrease in assets:
Receivables (2,524,818) (774,451)
Inventories (411,165) (1,616,388)
Other assets (958,269) 68,756
Increase (decrease) in liabilities:
Accounts payable 373,379 2,842,766
Accrued payrolls and employee benefits (560,026) (284,614)
Other liabilities ____(202,074) ____(413,044)
Net cash flows from operating activities _____491,403 ___2,475,773
Cash flows from investing activities:
Proceeds from disposal of discontinued
operations - 2,898,566
Proceeds from sales of investments - 1,053,895
Purchases of property, plant and equipment ____(767,139) ____(629,814)
Net cash flows from investing activities ____(767,139) ___3,322,647
Cash flows from financing activities:
Repayments of long-term debt - (83,333)
Dividends paid ____(239,562) ____(239,562)
Net cash flows from financing activities ____(239,562) ____(322,895)
Effect of exchange rate changes on cash _____267,918 ______19,119
Net increase (decrease) in cash (247,380) 5,494,644
Cash at beginning of year __19,328,921 ___9,550,420
Cash at end of period $ 19,081,541 $ 15,045,064
Supplemental information:
Income tax payments $ 94,230 $ 294,777
</TABLE>
See Notes to Consolidated Financial Statements.
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AMPCO-PITTSBURGH_CORPORATlON
NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMENTS
1. Unaudited_Consolidated_Financial_Statements
Certain amounts for preceding periods have been reclassified for
comparability with the 1995 presentation.
The condensed consolidated balance sheet as of March 31, 1995, the
consolidated statements of income for the three month periods ended
March 31, 1995 and 1994 and the consolidated statements of cash flows
for the three month periods then ended have been prepared by the
Corporation without audit. In the opinion of management, all
adjustments necessary to present fairly the financial position, results
of operations and cash flows for the periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these consolidated financial statements be read in conjunction
with the consolidated financial statements and notes thereto included
in the Corporation's annual report to shareholders for the year ended
December 31, 1994. The results of operations for the period ended
March 31, 1995 are not necessarily indicative of the operating results
for the full year.
2. Investments
In January 1994, The Corporation received a payment of $1,597,509 from
Amersham International PLC (Amersham), composed of cash of $813,654 and
52,466 shares of Amersham valued at $783,855, in satisfaction of a
contingent purchase price in connection with their 1993 purchase of the
Corporation's 20% interest in United States Biochemical Corporation.
As no value was assigned previously to the contingent purchase price,
the settlement was recorded as a gain in 1994.
During the first quarter of 1994, the Corporation sold 243,500 shares
of its interest in Northwestern Steel and Wire Company (Northwestern),
realizing proceeds of $2,779,000 and a pre-tax gain pf $2,659,251.
Consistent with the previous accounting for Northwestern, this gain was
reflected in discontinued operations net of a deferred tax provision of
$931,000.
3. Inventory
Inventories are comprised of the following:
<TABLE>
<S> <C> <C>
March 31, December 31,
____1995____ ____1994____
Raw materials $ 5,355,169 $ 5,016,745
Work-in-process 19,264,175 18,287,381
Finished goods 4,619,258 5,025,790
Supplies ___1,853,461 ___1,991,789
$ 31,092,063 $ 30,321,705
</TABLE>
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4. Post_Balance_Sheet_Event
On April 30, 1995 the Corporation acquired the Buffalo Air Handling
Division business located in Amherst, Virginia ("Buffalo") from The
Howden Fan Company for $11,500,000 in cash. Buffalo, with annual sales
approximating $25,000,000, manufactures large standard and custom air
handling systems which serve a wide range of industrial and commercial
customers throughout North America.
5. Net_Income_Per_Common_Share
Net income per common share is computed on the basis of a weighted number
of shares of Ampco-Pittsburgh Corporation's common stock outstanding,
which has remained unchanged at 9,577,621 shares, for the periods
presented.
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<PAGE>
AMPCO-PITTSBURGH_CORPORATION
MANAGEMENT'S_DISCUSSION_AND_ANALYSIS_OF
FINANCIAL_CONDITION_AND_RESULTS_OF_OPERATIONS
The Three Months Ended March 31, 1995
Compared_With_the_Three_Months_Ended_March_31._1994
Operations
Net sales for 1995 increased $6,497,000 or 24.0% compared to the first
quarter 1994. Each operation experienced higher shipment levels which
reflected the improved economic activity in all of the markets served. The
order backlog at March 31, 1995 was $72,600,000 compared with $70,200,000 at
December 31, 1994 and $61,700,000 at March 31, 1994.
The cost of products sold as a percentage of sales was 71.8% in 1995 and
73.2% in 1994. The margin improvement is primarily a result of a more
favorable product mix and higher production levels in 1995. Despite the
increase in order levels noted in the backlog figures above, competitive
pricing pressures are continuing.
Selling and administrative expenses increased by $403,000 or 9.3% compared
with the prior year. Approximately one-third of the increase is due to a bad
debt provision with the balance attributable to higher spending resulting from
increased business levels.
As a result of the higher levels of production and shipments, income from
operations more than doubled to $3,335,000 in 1995 from $1,583,000 in 1994.
The gain from sale of investment in 1994 of $1,598,000 represents receipt of
a contingent purchase price from Amersham International PLC (Amersham) arising
from the 1993 sale of the Corporation's interest in United States Biochemical
Corporation. (See Notes to Financial Statements - Note 2).
Other income (expense) - net was $7,000 in 1995 compared with $(230,000) in
1994. The improvement is principally due to increased interest income on
higher invested cash balances.
Discontinued operations in 1994 includes a gain, net of deferred taxes, of
$1,728,000 from the partial disposition of shares held in Northwestern Steel
and Wire Company (Northwestern). (See Notes to Financial Statements - Note
2).
As a result of all of the above, the Corporation had net income of $2,112,000
in 1995 compared to $3,579,000 in 1994.
Liquidity_and_Capital_Resources
Net cash flow from operating activities was positive in 1995 and 1994 at
$491,000 and $2,476,000 respectively. Net cash outflow for working capital
changes was $4,283,000 in 1995 compared with $177,00O in 1994. The 1995 net
cash outflow reflects increased investment in receivables and inventory at
March 31, 1995 compared to the same date in 1994 as a result of the higher
sales and backlog levels.
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<PAGE>
<PAGE>
The net cash inflow for investing activities in 1994 includes proceeds from
the sale of Northwestern shares and the contingent purchase price receipt from
Amersham.
Capital expenditures for 1995 totaled $767,000 compared to $630,000 in 1994.
Capital appropriations carried forward from March 31, 1994 total $1,700,000.
Capital requirements are expected to be financed from funds internally
generated.
The Corporation maintains short-term lines of credit and a revolving credit
agreement in excess of the cash needs of its businesses. The total available
at March 31, 1995 was $22,000,000.
At March 31, 1995, the Corporation owned 862,831 shares of Northwestern which
had a market value of $5,716,000. The Corporation intends to sell its shares
in Northwestern in an orderly manner, depending on market conditions. The
Corporation also owned 36,726 shares of Amersham, with a market value of
approximately $500,000, which are restricted from sale until May 1996.
With respect to environmental concerns, the Corporation has been named a
potentially responsible party at certain sites. The Corporation has accrued
for costs of remedial actions it would likely be required to take. In
addition, the Corporation has provided for environmental clean-up costs
related to preparing its discontinued business facilities for sale. While it
is not possible to quantify with certainty the potential of actions regarding
environmental matters, particularly any future remediation and other
compliance efforts, in the opinion of management, compliance with the present
environmental protection laws and the potential liability for all
environmental proceedings will not have a material adverse effect on the
financial conditions, results of operations or liquidity of the Corporation.
The nature and scope of the Corporation's business bring it into regular
contact with a variety of persons, businesses and government agencies in the
ordinary course of business. Consequently, the Corporation and its
subsidiaries from time to time are named in various legal actions. The
Corporation does not anticipate that its financial condition or results of
operations will be materially affected by the costs of known, pending or
threatened litigation.
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<PAGE>
PART_II_-_OTHER_INFORMATION
AMPCO-PITTSBURGH_CORPORATION
Items 1-3. None.
Item 4. Submission_of_Matters_to_a_Vote_of_Security_Holders
On April 25, 1995, at the annual meeting of shareholders, Ernest
G. Siddons and Alvin G. Keller were elected directors of the
Registrant.
Item 5. Other_Information
On April 30, 1995, pursuant to an Assets Purchase Agreement,
Ampco-Pittsburgh Corporation ("the Registrant") acquired, through
two wholly-owned subsidiaries, the Buffalo Air Handling Division
business located in Amherst, Virginia ("Buffalo") from The Howden
Fan Company ("Howden") for $11,500,000 in cash.
The purchase price for the Buffalo business was determined by
arm's length negotiations among the parties to the transaction.
The Registrant used available cash balances to fund the
acquisition.
The Registrant intends to continue to use the assets of the
Buffalo business for the same purposes as they have been used,
principally the manufacture of large standard and custom air
handling systems which serve a wide range of industrial and
commercial customers throughout North America.
There is no material relationship between Howden, on the one hand,
and the Registrant or any of its affiliates or any director or
officer of the Registrant or any associate of such director or
officer, on the other hand.
Item 6. Exhibits_and_Reports_on_Form_8-K
(a) Exhibits
1. Assets Purchase Agreement, dated as of April 30, 1995, among
Buffalo Air Handling Company, Ampco-Pittsburgh Securities III
Corporation and The Howden Fan Company.
2. Financial Statements of Businesses Acquired; Pro Forma
Financial Information
Note: The required financial statements and pro forma
financial information are not available at the date hereof.
Such statements and information will be filed as an amendment
to this report as soon as practicable and within sixty days
following the date of report.
(b) Reports on Form 8-K
None.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMPCO-PITTSBURGH CORPORATION
DATE: May_11,_1995 BY: s/Robert_A._Paul_____________
Robert A. Paul
President and
Chief Executive Officer
DATE: May_11,_1995 BY: s/Robert_J._Reilly___________
Robert J. Reilly
Treasurer and Controller
(Principal Financial Officer)
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<PAGE>
<PAGE>
AMPCO-PITTSBURGH_CORPORATION
EXHIBIT_INDEX
Exhibit 1 - Assets Purchase Agreement, dated as of April 30, 1995, among
Buffalo Air Handling Company, Ampco-Pittsburgh Securities III
Corporation and The Howden Fan Company.
Exhibit 27 - Financial Data Schedule (FDS)
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<PAGE>
ASSETS PURCHASE AGREEMENT
AGREEMENT, dated as of April 30, 1995, by and among BUFFALO
AIR HANDLING COMPANY, a Delaware corporation ("Buyer" or "Buffalo") and
a wholly owned subsidiary of Ampco-Pittsburgh Corporation, a
Pennsylvania corporation ("Ampco"), AMPCO-PITTSBURGH SECURITIES III
CORPORATION, a Delaware corporation ("Buyer IP") and a wholly owned sub-
sidiary of Ampco, and THE HOWDEN FAN COMPANY, a Delaware corporation
("Seller"). As used herein, unless the context otherwise requires,
references to Buyer shall include Buyer and Buyer IP.
PRELIMINARY STATEMENT
Seller desires to sell to Buyer, and Buyer desires to
purchase from Seller, all of Seller's interest in all of the assets and
operations of Seller relating to the business conducted by the Buffalo
Air Handling Division of Seller (the "Division"), all upon the terms and
subject to the conditions hereinafter set forth.
Accordingly, the parties hereto agree as follows:
<PAGE>
ARTICLE 1
SALE AND PURCHASE OF DIVISION
1.1 Assets to be Sold. At the Closing (as described
and defined in Section 2.2), Seller shall sell, assign, transfer and
deliver (a) to Buffalo all of the assets, properties, rights and
business of Seller relating solely to the Division of every type and
description, real, personal and mixed, tangible and intangible,
wherever located and whether or not reflected on the books and
records of Seller or the Division including books, records and
documents located in Buffalo, New York which will be made available
to Buyer as required by Buyer (excluding the assets set forth in
Section 1.1(b)), including, without limitation:
(i) those assets, properties and rights
reflected on the Closing Balance Sheet (as defined in Section 8.2) or
otherwise referred to in this Agreement or any Schedule hereto;
(ii) all raw materials, components, work-in-
process, finished products, packing materials and supplies owned by
Seller as of the Closing and used in or relating solely to the
Division;
(iii) all of the accounts receivable relating
solely to the Division;
<PAGE>
(iv) all of the contracts, leases, purchase
orders, agreements, instruments, commitments and other documents
listed on Schedule 1.1 ("Assumed Contracts");
(v) Seller's lists of customers and suppliers
and all lists of names, addresses, businesses and files used in or
relating solely to the Division;
(vi) all of the permits and licenses relating to
the Division;
(vii) the books and records of Seller
relating to the Division;
(viii) all real property, whether owned or
leased, and improvements thereon used in or relating to the
Division, including, without limitation, the assembling plant of
the Division located in Amherst, Virginia (the "Principal
Premises"); and
(b) to Buyer IP, all of Seller's intellectual property
relating solely to the Division of every type and description,
including, without limitation:
(i) all of Seller's rights with respect to the
trademarks, trade names, service marks, copyrights, patents and
applications therefor used solely in the business of the Division;
(ii) Seller's right to use the name "Buffalo Air
Handling"; and
(iii) all product designs and conceptual designs
of Seller used in or relating solely to the Division.
<PAGE>
All of the foregoing assets, properties, rights and
business relating to the Division set forth in Sections 1.1(a) and
1.1(b) are hereinafter sometimes collectively referred to as the
"Purchased Assets."
In confirmation of the foregoing sale, assignment and
transfer of the Purchased Assets, at the Closing, Seller shall
execute and deliver (A) to Buffalo a Bill of Sale in the form of
Exhibit A, general quit-claim deed or deeds necessary to vest in or
confirm to Buyer all of Seller's interest in the real property
relating to the Division, and such specific assignments as may be
necessary or appropriate to assign any Assumed Contracts, permits
and licenses and (B) to Buyer IP, an Assignment of Intellectual
Property in the form of Exhibit B.
1.2 Excluded Assets. There shall be excluded from the
Purchased Assets all assets of Seller not used solely in connection
with the Division, including, without limitation, rights to fan
designs (except as set forth in the Supply Agreement attached hereto
as Exhibit F) and all cash on hand and in depository accounts.
1.3 Liabilities Assumed by Buyer. In partial payment
of the Purchase Price (as defined in Section 2.1), Buyer shall
assume, as of the Effective Time, all liabilities and obligations of
Seller, whether known or unknown, contingent or actual, relating
solely to the Division to the extent existing at the Effective Time
(excluding Non-Assumed Liabilities (as defined in Section 1.4)),
including, without limitation:
<PAGE>
(i) all liabilities and obligations of Seller
reflected on the Closing Balance Sheet or otherwise referred to in
this Agreement or any Schedule hereto;
(ii) all liabilities and obligations reflected
on the Closing Balance Sheet or arising after the Effective Time
under Assumed Contracts;
(iii) all liabilities and obligations in the
ordinary course of the Division's business without violation of the
provisions of this Agreement;
(iv) all liabilities and obligations of Seller
with respect to the Division assumed or undertaken by Seller from the
Balance Sheet Date through the Effective Time included on the
Closing Balance Sheet in accordance with the Principles (as defined
in Section 3.4); and
(v) all liabilities and obligations described
on Schedule 1.3.
All of the foregoing liabilities of Seller to be
assumed by Buyer pursuant to this Agreement are hereinafter
sometimes collectively referred to as the "Assumed Liabilities." In
confirmation of the foregoing assumption, Buyer shall execute and
deliver to Seller at the Closing an Instrument of Assumption in the
form of Exhibit C.
1.4 Liabilities Not Assumed by Buyer. Anything in
this Agreement to the contrary notwithstanding, Buyer shall not
assume the following:
<PAGE>
(i) any liability or obligation of Seller
arising out of or in connection with the negotiation and preparation
of this Agreement and the consummation and performance of the
transactions contemplated hereby, including without limitation on
the foregoing, any tax liability so arising;
(ii) any intercompany liability of Seller or any
liability or obligation of Seller or any consolidated group of which
Seller is a member for any foreign, federal, state, county or local
taxes, or any interest or penalties thereon, accrued for, applicable
to or arising from any period ending on or prior to the Effective
Time;
(iii) any liability or obligation of Seller
arising out of or in connection with the "at-will" employment
agreements with salaried employees of the Division (the "At-Will
Employment Contracts");
(iv) any liability or obligation of Seller under
COBRA or the Worker Adjustment and Retraining Notification Act, as
amended; and
(v) any liability or obligation of Seller that
is not a liability or obligation solely of the Division.
All of the liabilities of Seller not to be assumed by
Buyer pursuant to this Agreement are hereinafter sometimes
collectively referred to as the "Non-Assumed Liabilities."
<PAGE>
ARTICLE 2
PURCHASE PRICE; CLOSING
2.1 Purchase Price. Subject to adjustment in
accordance with Section 8.3, the aggregate purchase price for the
Division (the "Purchase Price") shall be an amount equal to
(i) $11,150,000 (the "Cash Portion"), of which $8,150,000 shall be
paid by Buffalo to Seller and $3,000,000 by Buyer IP to Seller, and
(ii) the aggregate amount of the Assumed Liabilities at the
Effective Time. At the Closing, Buffalo and Buyer IP shall deliver
to Seller the Cash Portion of the Purchase Price in cash, by wire
transfer of immediately available funds to an account designated by
Seller.
2.2 Closing. The closing of the sale and purchase of
the Division (the "Closing") will take place at the offices of Ampco-
Pittsburgh Corporation, 600 Grant Street, Suite 4600, Pittsburgh,
Pennsylvania, on April 30, 1995, effective as of 11:59 p.m., local
time (the "Effective Time").
2.3 Apportionment. The Closing Balance Sheet shall
include provisions for the usual and customary closing adjustments
with respect to the conveyance of real property at the Closing and
the usual adjustments relating to the Purchased Assets and Assumed
Liabilities as of the Effective Time, including provisions for
prepaid lease payments, security deposits, rents, real estate
taxes, local improvements charges, assessments (special and
ordinary), sewer impost charges, utility charges, monthly
<PAGE>
maintenance charges, rebates and royalties, deposits and prepaid
expenses with any public utility or any municipal, governmental or
other public authority, and any other ongoing charges, all such
payments, taxes and charges to be apportioned and adjusted as of the
Effective Time.
2.4 Bulk Sales Law. Buyer hereby waives compliance by
Seller with the requirements and provisions of any "bulk-transfer"
laws of any jurisdiction that may otherwise be applicable with
respect to the sale of any or all of the Purchased Assets to Buyer.
2.5 Transfer Taxes. The Purchase Price shall be
exclusive of any sales, transfer, excise or use taxes thereon, and
Seller and Buyer shall share on an equal basis all applicable state
and local sales, transfer, excise, value added, use or other similar
taxes and all recording and filing fees, that are payable by reason
of the sales, transfers, leases, rentals, licenses, and assignments
contemplated hereby.
2.6 Further Assurances of Transfer. At any time and
from time to time after the Closing, at Buyer's request and without
further consideration, Seller shall promptly execute and deliver
such instruments of sale, transfer, conveyance, assignment and
confirmation, and take all such other action as Buyer may reasonably
request, more effectively to transfer, convey and assign to Buyer,
and to confirm Buyer's title to, all of the
<PAGE>
Purchased Assets, to put Buyer in actual possession and operating
control of the Division, to assist Buyer in exercising all rights
with respect thereto and to carry out the purpose and intent of this
Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer as follows:
3.1 Due Incorporation and Authority. Seller is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all requisite
corporate power and lawful authority to own, lease and operate its
properties and to carry on its business as now being and heretofore
conducted.
3.2 Qualification. Seller is duly qualified or
otherwise authorized as a foreign corporation to transact the
business of the Division and is in good standing in each jurisdiction
set forth on Schedule 3.2, which are the only jurisdictions in which
such qualification or authorization is required by law and in which
the failure so to qualify or be authorized could have a material
adverse effect on the properties, business, prospects, results of
operations and financial condition of the Division (collectively,
the "Condition of the Division").
<PAGE>
3.3 Authority to Execute and Perform Agreement.
Seller has the full legal right and power and all authority and
approvals required to execute and deliver this Agreement and to per-
form fully its obligations hereunder and, as applicable, to
consummate the sale and purchase of the Division and the
transactions contemplated thereby. This Agreement has been duly
executed and delivered by Seller and is a valid and binding
obligation of Seller enforceable in accordance with its terms.
3.4 Financial Statements. To the knowledge of Seller,
the unaudited balance sheet of the Division as of March 31, 1995 and
the related statements of income, retained earnings and changes in
financial position for the eleven months then ended, including the
footnotes thereto, which have been delivered to Buyer, fairly
present the financial position of the Division as at such date and
the results of operations of the Division for such period, in
accordance with Seller's internal accounting policies (the
"Principles"). The March 31, 1995 balance sheet is sometimes herein
called the "Balance Sheet" and March 31, 1995 is sometimes herein
called the "Balance Sheet Date."
3.5 No Material Adverse Change. Since the Balance
Sheet Date, there has been no material adverse change in the
Condition of the Division, and Seller does not know of any such
change that is threatened, nor has there been any damage,
destruction or loss that could have or has had a material adverse
effect on the Condition of the Division, whether or not covered by
insurance.
<PAGE>
3.6 Compliance with Laws. To the knowledge of Seller
(except with respect to the Love Container (Buckingham Landfill) EPA
matter of which Seller is fully aware), Seller is not in violation of
any applicable order, judgment, injunction, award, decree or writ
(collectively, "Orders"), or any applicable law, statute, code,
ordinance, regulation or other requirement (collectively, "Laws"),
of any government or political subdivision thereof, whether
federal, state, local or foreign, or any agency or instrumentality
of any such government or political subdivision, or any court or
arbitrator (collectively, "Governmental Bodies"), including,
without limitation, (i) regulations and requirements of the
Occupational Safety and Health Administration or (ii) Laws relating
to pollution or protection of the environment (the legal
requirements referred to in clauses (i) and (ii) above being
sometimes herein called the "Safety and Environmental Laws"),
including, without limitation, Laws relating to emissions,
discharges, releases or threatened releases of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes into the environment (including, without
limitation, ambient air, surface water, ground water or land), or
otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of pollu-
tants, contaminants, chemicals or industrial, toxic or hazardous
substances or wastes, and Seller or the Division has not received
notice that any such violation is being or may be alleged. To the
knowledge of Seller, the operations of the Division prior to the
<PAGE>
Effective Time and the condition of the properties of the Division
prior to the Effective Time will not result in any obligation or
liability pursuant to any Orders or Laws which could have a material
adverse effect on the Condition of the Division.
3.7 Permits. To the knowledge of Seller, Seller has
all licenses, permits, orders or approvals of, and has made all
required registrations with, any Governmental Body that are
material to the conduct of the business of the Division (collec-
tively, "Permits"), including, without limitation, all Permits
relating to compliance with Safety and Environmental Laws. All
Permits are listed on Schedule 3.7 and are in full force and effect;
no material violations are or have been recorded in respect of any
Permit; and no proceeding is pending or, to the knowledge of Seller,
threatened to revoke or limit any Permit.
3.8 No Breach. The execution, delivery and perfor-
mance of this Agreement by Seller and the consummation of the
transactions contemplated hereby will not (i) violate any provision
of the Certificate of Incorporation or By-laws of Seller;
(ii) require Seller to obtain any consent, approval or action of, or
make any filing with or give any notice to, any Governmental Body or
any other person, except as set forth on Schedule 3.8 (the "Required
Consents"); (iii) violate, conflict with or result in the breach of
any of the terms of, result in a material modification of the effect
of, otherwise cause the termination of or give any other contracting
party the right to terminate, or constitute (or with notice or lapse
<PAGE>
of time or both constitute) a default (by way of substitution,
novation or otherwise) under, any contract, agreement, indenture,
note, bond, loan, instrument, lease, conditional sale contract,
mortgage, license, franchise, commitment or other binding
arrangement (collectively, the "Contracts") to which Seller is a
party or by or to which it or any of its properties may be bound or
subject, or result in the creation of any lien or other encumbrance
upon the properties of Seller pursuant to the terms of any such
Contract; (iv) violate any Order of any Governmental Body against,
or binding upon, Seller or upon its securities, properties or
business; (v) violate any Law of any Governmental Body; or
(vi) violate or result in the revocation, suspension or material
modification of any Permit.
3.9 Claims and Proceedings. Except as set forth on
Schedule 3.9, to the knowledge of Seller there are no actions, suits,
claims or legal, administrative or arbitral proceedings or investi-
gations (collectively, "Claims") (whether or not the defense
thereof or liabilities in respect thereof are covered by insurance)
pending, threatened, against or involving Seller or any of its
properties, in each case, with respect to the Division. All notices
required to have been given to any insurance company listed as
insuring against any Claim set forth on Schedule 3.9 have been timely
and duly given and, except as set forth on Schedule 3.9, no insurance
company has asserted, orally or in writing, that such Claim is not
covered by the applicable policy relating to such Claim. Except as
set forth on Schedule 3.9, to the knowledge of Seller there are no,
<PAGE>
and there exists no basis for, (i) product liability Claims against
or involving the Division or any product manufactured, marketed or
distributed at any time by the Division ("PL Claims"),
(ii) employment-related Claims arising under any Benefit Plan (as
defined in Section 3.12) or contractual arrangement of any kind or
nature implemented or agreed to by Seller and based on events
occurring, services rendered or expenses incurred prior to the
Effective Time, (iii) with respect to the employment of any person
during any period prior to the Effective Time, employment-related
Claims for wages (except for accrued compensation payable in the
ordinary payroll cycle), severance, workers' compensation based on
claims incurred prior to the Effective Time, bonus or other similar
benefit for the portion of the calendar year prior to the Effective
Time or under the Federal Occupational Safety and Health Act of 1970,
as amended, (iv) employment-related Claims arising out of
discrimination or harassment, based on events occurring prior to the
Effective Time, or (v) Claims of any kind or nature relating to
violations of the Safety and Environmental Laws attributable to the
ownership or operation of the Division by Seller or its affiliates
prior to the Effective Time or to events that have occurred, or
conditions that existed, prior to the Effective Time.
3.10 Operations of the Division. Except as set forth on
Schedule 3.10, since the Balance Sheet Date Seller has operated the
business of the Division in the ordinary course and has not with
respect to the Division:
(i) incurred any indebtedness for borrowed
money;
<PAGE>
(ii) waived any material right under any Assumed
Contract;
(iii) made any loan or advance to any of its
officers, directors, employees, consultants, agents or other
representatives (other than travel advances made in the ordinary
course of business), or made any other loan or advance otherwise than
in the ordinary course of business;
(iv) except for inventory sold or scrapped in
the ordinary course of business, sold, abandoned or made any other
disposition of any of its properties or made any acquisition of all
or any part of the properties, capital stock or business of any other
person;
(v) paid, directly or indirectly, any of its
liabilities before the same became due in accordance with its terms
or otherwise than in the ordinary course of business;
(vi) terminated or failed to renew, or received
any written threat (that was not subsequently withdrawn) to
terminate or fail to renew, any Assumed Contract;
(vii) changed any of its practices with respect
to intergroup loans, dividends payable and other intercompany
balances; or
(viii) engaged in any other material transaction
other than in the ordinary course of business.
<PAGE>
3.11 Due Diligence. Seller has made available to Buyer
and its authorized representatives all information, documents,
contracts, instruments, certificates, statements and any other
materials whatsoever that are responsive to the Due Diligence
Request Checkt set forth in Exhibit D.
3.12 Employee Benefit Plans.
(a) Except as set forth on Schedule 3.12,
there are no employee benefit plans or arrangements of any type
(including, without limitation, plans described in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended, and
the regulations thereunder ("ERISA")), under which the Division has
or in the future could have any liability ("Benefit Plans"). Except
as set forth on Schedule 3.12, no Benefit Plan is a "multiple
employer plan" (within the meaning of Section 413 of the Code) or a
"multiemployer plan" or a "multi-employer plan."
(b) With respect to each Benefit Plan (where
applicable), Seller has delivered to Buyer complete and accurate
copies of: (i) all plan texts and agreements; (ii) all summary plan
descriptions and summaries of material modifications thereof; (iii)
the most recent annual report; (iv) the most recent annual and
periodic accounting of plan assets; (v) the most recent
determination letter received from the Internal Revenue Service;
and (vi) the most recent actuarial valuation; provided, however,
that with respect to those Benefit Plans which are multi-employer
plans as defined in Section 3(37) of ERISA, Seller has only delivered
<PAGE>
to Buyer plan texts and agreements, summary plan descriptions and
summaries of material modifications.
(c) As of the most recent valuation date, the
present value of accrued benefit liabilities (as defined in ERISA
section 4001(a)(16) determined by using actuarial assumptions used
for the most recent actuarial valuation) does not exceed the fair
market value of the assets of such plan as of the most recent
valuation date.
3.13 Brokers. No broker, investment banker, financial
advisor or similar person is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection
with the transactions contemplated by this Agreement.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows:
4.1 Due Incorporation and Qualification. Buyer and
Buyer IP are corporations duly organized, validly existing and in
good standing under the laws of the State of Delaware, and have all
requisite corporate power and authority to own, lease and operate
their properties and to carry on their business as now being and as
<PAGE>
heretofore conducted. Buyer and Buyer IP are qualified to transact business and
are in good standing in each jurisdiction in which the nature of
their business or location of their properties requires such
qualification.
4.2 Authority to Execute and Perform Agreement. Buyer
and Buyer IP have the full legal right and power and all authority and
approvals required to execute and deliver this Agreement and to
perform fully their respective obligations hereunder and, as
applicable, to consummate the sale and purchase of the Division and
the transactions contemplated hereby. This Agreement has been duly
executed and delivered by Buyer and Buyer IP and is a valid and
binding obligation of Buyer and Buyer IP enforceable in accordance
with its terms. Except as set forth on Schedule 4.2, the execution,
delivery and performance by Buyer and Buyer IP of this Agreement and
the performance by Buyer and Buyer IP of this Agreement in accordance
with its terms will not (i) require Buyer or Buyer IP to obtain any
consent, approval or action of, or make any filing with or give any
notice to any Governmental Body or any other person; (ii) conflict
with or result in any breach or violation of any of the terms and
conditions of, or constitute (or with notice or lapse of time or both
constitute) a default under, the Certificate of Incorporation or By-
laws of Buyer, Buyer IP or Ampco, any Law or Order of any Governmental
Body applicable to Buyer, Buyer IP or Ampco, or any Contract to which
Buyer, Buyer IP or Ampco is a party
<PAGE>
or by or to which Buyer, Buyer IP or Ampco or any of their properties
are bound or subject; or (iii) result in the creation of any lien or
other encumbrance on any of the properties of Buyer, Buyer IP or
Ampco.
4.3 Brokers. No broker, investment banker, financial
advisor or similar person is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection
with the transactions contemplated by this Agreement.
ARTICLE 5
COVENANTS AND AGREEMENTS
5.1 Corporate Examinations and Investigations. Prior
to the Effective Time, Seller agrees that Buyer shall be entitled,
through its employees and representatives, including, without
limitation, its counsel, Paul, Weiss, Rifkind, Wharton & Garrison,
and its accountants, Price Waterhouse, to make such investigation of
the properties, businesses and operations of the Division, and such
examination of the books, records and financial condition of the
Division, as it wishes. Any such investigation and examination
shall be conducted at reasonable times during normal business hours
and under reasonable circumstances, and Seller shall cooperate
fully therein. In order that Buyer may have full opportunity to make
such physical, business, accounting and legal review, examination
or investigation as it may wish of the affairs of the Division,
Seller shall make available to the representatives of Buyer during
such period all such information and copies of such documents
<PAGE>
concerning the affairs of the Division as such representatives may
reasonably request, shall permit the representatives of Buyer
access to the properties of the Division and all parts thereof and
shall cause their officers, employees, consultants, agents,
accountants and attorneys to cooperate fully with such repre-
sentatives in connection with such review and examination. If this
Agreement terminates, (i) Buyer shall keep confidential and shall
not use in any manner any information or documents obtained from the
Seller and/or Division concerning the Division's properties,
business and operations, unless readily ascertainable from public
or published information, or trade sources, or already known or
subsequently developed by Buyer independently of any investigation
of the Division, and (ii) any documents obtained from the Division
and all copies thereof shall, upon request of Seller, be returned.
5.2 Publicity. Except as otherwise required by
applicable law, the parties to this Agreement agree that no pub-
licity release or announcement concerning the transactions
contemplated hereby shall be issued by any party without the advance
consent of the other party to this Agreement.
5.3 Use of Names. From and after the Effective Time,
Seller shall (A) cease to use the name listed in Section 1.1(b)(ii)
and (B) change the corporate name of any subsidiary or affiliate
under the control of Seller in which the name "Buffalo Air Handling"
appears, to a name in which the name "Buffalo Air Handling" does not
appear.
<PAGE>
5.4 Howden Computer. Seller agrees that Buyer may
continue to utilize the computer systems located in Buffalo, New
York that are currently being used by the Division, at a monthly
charge of $2,500 following the Effective Time through April 30,
1996, and at a monthly charge of $3,500 thereafter until the
arrangement is terminated by the mutual agreement of Buyer and
Seller or such other time on thirty (30) days notice by Buyer to
Seller. Such payments shall be made on the last day of each month.
5.5 Sweeping of Bank Accounts. The parties to this
Agreement agree that Seller shall be permitted to zero out or cash
sweep the bank accounts of the Division as of the Effective Time and
transfer such funds to Seller. All checks arising out of, or
relating to, Division Business which have been written and remain
outstanding as of the Effective Time shall be the responsibility of
Seller and shall not be assumed by Buyer.
5.6 Intercompany Balances. All intercompany balances
as of the Effective Time will not be considered as part of the net
worth of the Division.
5.7 Tax Reporting and Allocation of Consideration.
(a) Seller and Buyer acknowledge and agree
that (i) Seller will be responsible for and will perform all tax
withholding, payment and reporting duties with respect to any wages
and other compensation paid by Seller to any employee of the Division
in connection with operating the Division Business prior to the
Effective Time and (ii) Buyer will be responsible for and will
perform all
<PAGE>
tax withholding, payment and reporting duties with respect to any
wages and other compensation paid by Buyer to any employee in
connection with operating the Division Business after the Effective
Time.
(b) Buyer and Seller recognize their mutual
obligations pursuant to Section 1060 of the Internal Revenue Code of
1986, as amended (the "Code"), to timely file IRS Form 8594 (the
"Asset Acquisition Statement") with each of their respective
federal income tax returns. Accordingly, Buyer and Seller agree to
(i) provide for the allocation of the tax purchase price among the
Purchased Assets within a reasonable period following the Effective
Time consistent with the provisions of Section 1060 of the Code and
the Treasury Regulations thereunder and (ii) cooperate in the
preparation of the Asset Acquisition Statement for timely filing in
each of their respective federal income tax returns. Unless
otherwise prohibited by law, all federal, state and local income tax
returns of Buyer and Seller shall be filed consistently with the
allocations made pursuant to this Section 5.7(b).
5.8 Expenses. Buyer and Seller shall bear their
respective expenses incurred in connection with the preparation,
execution and performance of this Agreement, including, without
limitation, all fees and expenses of agents, representatives,
counsel and accountants, and no part of Seller's expenses shall be
chargeable to, or paid for, by the Division.
<PAGE>
5.9 Employees. Seller will terminate at the Effective
Time all of the At-Will Employment Contracts and Buyer will offer
employment to the employees of the Division at substantially similar
salaries or wages and on such terms and conditions as Buyer deems
appropriate. In addition, Buyer and Seller shall hold meetings with
the hourly employees of the Division as necessary to inform those
hourly employees that their employment with Seller has terminated,
that they are entitled to no further benefits of employment from
Seller and that they will be employed by Buyer upon such terms and
conditions and with such benefits as Buyer may determine.
5.10 Unpaid Debts. From and after the Effective Time,
Buyer agrees that the proceeds from the unpaid debts set forth on
Schedule 5.10 as collected by Buyer will be promptly delivered to
Seller in the form received by Buyer.
5.11 Further Assurances. Each of Buyer and Seller
shall execute such documents and take such further actions as may be
reasonably required or desirable to carry out the provisions hereof.
Each such party shall use its best commercially reasonable efforts
to fulfill or obtain the fulfillment of the conditions to the Closing
set forth in Articles 6 and 7.
<PAGE>
ARTICLE 6
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER
TO CLOSE
The obligation of Buyer to enter into and complete the
Closing is subject to the fulfillment prior to the Effective Time of
the following conditions, any one or more of which may be waived by
it:
6.1 Representations and Covenants. The representa-
tions and warranties of Seller contained in this Agreement shall be
true as of the Effective Time with the same force and effect as though
made as of the Effective Time. Seller shall have performed and
complied with all covenants and agreements required by this
Agreement to be performed or complied with by Seller prior to the
Effective Time. Seller shall have delivered to Buyer a certificate,
dated the date of the Closing and signed by the President or
Secretary of Seller, to the foregoing effect.
6.2 Consents and Approvals. All Required Consents
shall have been obtained and be in full force and effect, and Buyer
shall have been furnished with evidence reasonably satisfactory to
it of the granting of such approvals, authorizations and consents.
6.3 Employment Agreement. Simultaneously with the
Closing, W. Phelps shall enter into an Employment Agreement with
Buyer in form and substance acceptable to Buyer (the "Employment
Agreement").
<PAGE>
6.4 Transition Agreement. Simultaneously with the
Closing, Buyer and Seller shall enter into a Transition Agreement in
the form of Exhibit E.
6.5 Supply Agreement. Simultaneously with the
Closing, Buyer and Seller shall enter into a Supply Agreement in the
form of Exhibit F.
6.6 Opinion of Counsel to Seller. Buyer shall have
received the opinion of Robinson & Cole, counsel to Seller, dated the
date of the Closing, addressed to Buyer, in the form of Exhibit G.
6.7 Approval of Counsel to Buyer. All actions and
proceedings hereunder and all documents required to be delivered by
Seller hereunder, and all other related matters, shall have been
approved by Paul, Weiss, Rifkind, Wharton & Garrison, counsel to
Buyer, as to their form and substance.
6.8 No Claims. No Claims shall be pending or, to the
knowledge of Buyer or Seller threatened, before any Governmental
Body to restrain or prohibit, or to obtain damages or a discovery
order in respect of, this Agreement or which has had or may have, in
the reasonable judgment of Buyer, a materially adverse effect on the
Condition of the Division.
<PAGE>
ARTICLE 7
CONDITIONS PRECEDENT TO THE OBLIGATION OF
SELLER TO CLOSE
The obligation of Seller to enter into and complete the
Closing is subject to the fulfillment prior to the Effective Time of
the following conditions, any one or more of which may be waived by
it:
7.1 Representations and Covenants. The represen-
tations and warranties of Buyer contained in this Agreement shall be
true as of the Effective Time with the same force and effect as though
made as of the Effective Time. Buyer shall have performed and
complied with all covenants and agreements required by this
Agreement to be performed or complied with by it prior to the
Effective Time. Buyer shall have delivered to Seller a certificate,
dated the date of the Closing and signed by the Vice Chairman,
Executive Vice President or President of Buyer and Buyer IP, to the
foregoing effect.
7.2 Consents and Approvals. All Required Consents
shall have been obtained and be in full force and effect.
7.3 Transition Agreement. Simultaneously with the
Closing, Seller and Buyer shall enter into a Transition Agreement in
the form of Exhibit E.
7.4 Supply Agreement. Simultaneously with the
Closing, Seller and Buyer shall enter into a Supply Agreement in the
form of Exhibit F.
<PAGE>
7.5 Opinion of Counsel to Buyer. Seller shall have
received the opinion of Paul, Weiss, Rifkind, Wharton & Garrison,
counsel to Buyer, dated the date of the Closing, addressed to Seller,
in the form of Exhibit H.
7.6 Approval of Counsel to Seller. All actions and
proceedings hereunder and all documents required to be delivered by
Buyer hereunder, and all other related matters, shall have been
approved by Robinson & Cole, counsel to Seller, as to their form and
substance.
7.7 No Claims. No Claims shall be pending or, to the
knowledge of Buyer or Seller threatened, before any Governmental
Body to restrain or prohibit, or to obtain damages or a discovery
order in respect of, this Agreement.
ARTICLE 8
POST-CLOSING MATTERS
8.1 Net Worth. Seller covenants and agrees that the
net worth of the Division, as reflected on the Closing Balance Sheet
(as defined in Section 8.2), shall be $8,900,000.
8.2 Procedures. As soon as practicable following the
Closing (but, in any event, not later than June 30, 1995) Buyer shall
cause to be prepared and delivered to Seller a balance sheet of the
Division as of the Effective Time (the "Closing Balance Sheet"). The
Closing Balance Sheet shall be prepared (i) in accordance with the
<PAGE>
Principles and subject to adjustments as set forth in Schedule 8.2
and (ii), at Seller's request, in the presence of a representative of
Seller. The Closing Balance Sheet shall become final and binding
upon the parties unless Seller gives written notice of its
disagreement (a "Notice of Disagreement") to Buyer within ninety
(90) days following receipt thereof. If a Notice of Disagreement is
received by Buyer in a timely manner, then the Closing Balance Sheet
shall become final and binding upon the parties on the earlier of
(x) the date the parties hereto resolve in writing any differences
they may have with respect to any matter specified in the Notice of
Disagreement and (y) the date any Disputed Matters (as hereinafter
defined) are finally resolved in writing by the Arbitrator (as
hereinafter defined). Any such Notice of Disagreement shall state
in reasonable detail the nature of any disagreement so asserted;
provided, however, that any such disagreement may be based only upon
an assertion that the Closing Balance Sheet was not prepared in
accordance with the Principles and the adjustments set forth in
Schedule 8.2 or that the Closing Balance Sheet was inaccurate in that
it failed to reflect an asset or to reflect a liability or obligation
that should have been reflected on such balance sheet. During a
period of thirty (30) days following the expiration of the aforesaid
ninety (90) day period, the parties shall attempt to resolve in
writing any differences that they may have with respect to any matter
specified in the Notice of Disagreement. If at the end of such thirty
(30) day period, the parties have failed to reach written agreement
<PAGE>
with respect to all of such matters, then all such matters as
specified in any Notice of Disagreement as to which such written
agreement has not been reached (the "Disputed Matters") shall be
submitted to and reviewed by an arbitrator (the "Arbitrator"), which
shall be an accounting firm with a national reputation and having no
other relationship with any party hereto or their affiliates during
the past five (5) years. The determination of the Arbitrator shall
be final and binding on the parties hereto. The identity of the
Arbitrator shall be determined mutually by the principal audit
partner of Coopers & Lybrand with respect to Seller's financial
statements (immediately prior to the Closing) and the principal
audit partner of Price Waterhouse with respect to Buyer's financial
statements; and if such persons cannot agree as to the identity of
the Arbitrator, then each such person shall select one nominee and
the Arbitrator shall be chosen by lot. The Arbitrator shall consider
only the Disputed Matters and shall be instructed to act promptly to
resolve all Disputed Matters, and its decision with respect to all
Disputed Matters shall be final and binding upon Buyer and Seller.
The fees and expenses of the Arbitrator with respect to the
settlement of all Disputed Matters shall be borne equally by Buyer
and Seller. As used herein, the term "Closing Balance Sheet" shall
refer to the closing balance sheet in the form in which it becomes
final in accordance with the foregoing procedures.
<PAGE>
8.3 Determination and Payment of Post-Closing
Adjustments. If the net worth of the Division as reflected on the
Closing Balance Sheet is not $8,900,000, then the aggregate Purchase
Price shall be increased or reduced by an amount equal to the amount
by which such net worth is greater or less than $8,900,000, as the
case may be. The amount of any such increase or reduction shall be
paid by Buyer or Seller to the other party, as the case may be, within
two (2) business days of the Closing Balance Sheet becoming final in cash,
by wire transfer of immediately available funds to an account designated
by payee.
8.4 Interference with Sales Representatives.
Following the Closing, Buyer and Seller agree that neither Buyer nor
Seller or their respective affiliates will interfere or otherwise
take action to damage the relationship between Buyer or Seller, as
the case may be, on the one hand, and the independent sales
representatives utilized by Buyer or Seller, as the case may be, on
the other hand, so long as such sales representatives continue to be
utilized by Buyer or Seller, as the case may be.
8.5 Post-Closing Cooperation. Following the
Effective Time, Seller through its employees and representatives,
including, without limitation, its attorneys and accountants, shall
cooperate fully with, and be available at reasonable times and under
reasonable circumstances to, Buyer, acting through its employees
and representatives, including, without limitation, its attorneys
and accountants, in connection with (i) the preparation, production
<PAGE>
and audit of financial statements of Ampco and its affiliates,
(ii) the preparation, production and filing of a Current Report of
Ampco on Form 8-K pursuant to the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the
Securities and Exchange Commission ("SEC") thereunder, with respect
to the acquisition hereunder and with respect to any other reporting
obligation to the SEC or any other regulatory agency, and (iii) in
connection with any Claims pending or threatened against or
involving the Purchased Assets and Assumed Liabilities.
8.6 Pension Plan Transfer.
(a) The Buffalo Forge Company Pension Plan
(the "Pension Plan") covers certain current salaried and hourly
employees, retirees and terminated vested employees(and their
beneficiaries) of the Division (the "Transferred Employees"). As of
the Effective Time, Seller shall amend, or cause to be amended, the
Pension Plan to cease all accruals of benefits in respect of the
Transferred Employees.
(b) As of the Effective Time, Seller shall use
its best efforts, in accordance with applicable law, to cause to be
transferred within 120 days of the Effective Time from the Pension
Plan to the Ampco-Pittsburgh Corporation Retirement Plan (the
"Ampco Plan") (i) all liabilities as of such date for the accrued
benefits of the Transferred Employees (the "Accrued Benefit
Amount"), and (ii) cash in an amount equal to the Accrued Benefit
Amount; provided, however, that the Accrued Benefit Amount shall, in
<PAGE>
no event, be less than the amount required under Section 414(l)1 of
the Code. Except as otherwise required under Section 414(l)1 of the
Code, the Accrued Benefit Amount shall be determined using: (x) a
discount rate of 8-1/4 percent, and (y) such other actuarial
assumptions in accordance with FAS 87 and as are used in Seller's
1994 audited financial statements in determining the accumulated
benefit obligation. The Accrued Benefit Amount shall be determined
as of the Effective Time by the actuary for the Pension Plan;
subject, however, to review by Buyer's actuary for the sole purpose
of confirming that the calculation was made in accordance with this
Section 8.6.
(c) Seller and Buyer agree that for the period
from the Effective Time to the date (the "Transfer Date") of the
actual transfer of assets provided for under this Section 8.6, the
Pension Plan shall be liable for any benefit payment that becomes due
to a Transferred Employee under such plan, and that from and after
the Transfer Date, the Ampco Plan shall be liable for any benefit
payment that becomes due to a Transferred Employee. If benefit
payments are made from the Pension Plan to a Transferred Employee,
the amount of assets to be transferred from such plan shall be
reduced by an amount equal to such benefit payments plus interest
thereon at 8 1/4 percent. For the period from the Effective Time to
the Transfer Date, the amount of such transfer shall be increased by
interest on such amount at 8 1/4 percent. Upon the transfer of cash
<PAGE>
provided hereunder, Seller shall have no further liability to any
Transferred Employee or to Buyer in connection with the Pension Plan
or the Ampco Plan.
8.7 401(k) Plan Transfers.
(a) The Buffalo Forge Company Retirement Savings Plan
(the "401(k) Plan") covers certain of the Transferred Employees of
the Division. As of the Effective Time, Seller shall effect a
partial termination of the 401(k) Plan as it relates to employees of
the Division.
(b) As of the Effective Time, Seller shall cause to be
transferred within 120 days of the Effective Time from the 401(k)
Plan to the Ampco-Pittsburgh Corporation Retirement Savings Plan
(the "Ampco Savings Plan") an amount equal to the aggregate amount of
all account balances of the employees of the Division. Such assets
shall be transferred as soon as practicable after the date the Ampco
Savings Plan shall have received all applicable governmental
approvals.
(c) Seller and Buyer agree that for the period from the
Effective Time to the Transfer Date of the actual transfer of assets
provided for under this Section 8.7, the 401(k) Plan shall be liable
for any benefit payment that becomes due to a Transferred Employee
under such plan, and that from and after the Transfer Date, the Ampco
Savings Plan shall be liable for any benefit payment that becomes due
to a Transferred Employee. If benefit payments are made from the
401(k) Plan to a Transferred Employee, the amount of assets to be
<PAGE>
transferred from such plan shall be reduced by an amount equal to
such benefit payments. For the period from the Effective Time to the
Transfer Date, the amount of such transfer shall be increased or
decreased, as the case may be, to reflect the actual investment
experience of such assets. Upon the transfer of cash provided
hereunder, Seller shall have no further liability to any Transferred
Employee or to Buyer in connection with the 401(k) Plan or the Ampco
Savings Plan.
ARTICLE 9
NON-COMPETITION BY SELLER
9.1 Covenants Against Competition. Seller acknow-
ledges that (i) the Division is engaged in the business of
manufacturing and marketing air handling equipment (the "Division
Business"); (ii) it is one of the limited number of persons engaged
in such business; (iii) the Division Business is conducted through-
out the United States; (iv) its work for the Division has given it and
will continue to give it trade secrets of, and confidential informa-
tion concerning, the Division; (v) the agreements and covenants
contained in this Article 9 are essential to protect the business and
goodwill of the Division, the Purchased Assets and Assumed
Liabilities of which are being acquired by Buyer; and (vi) Buyer
would not acquire the Purchased Assets and Assumed Liabilities but
for such agreements and covenants. Accordingly, Seller covenants
and agrees as follows:
<PAGE>
9.1.1 Non-Compete. For a period of five (5) years
following the Closing (the "Restricted Period"), Seller shall not in
the United States, directly or indirectly, (i) engage in the
Division Business for Seller's own account, other than in the other
air handling equipment business conducted by Seller as of the
business day following the Closing Date, or (ii) become interested
in any person engaged in such activities in any capacity, including,
without limitation, as a partner, shareholder, principal, agent,
trustee or consultant; provided, however, Seller may own, directly
or indirectly, solely as an investment, securities of any person
traded on any national securities exchange if Seller is not a
controlling person of, or a member of a group which controls, such
person and does not, directly or indirectly, own five (5) percent or
more of any class of securities of such person.
9.1.2 Confidential Information; Personal
Relationships. Seller promises and agrees that, either during the
Restricted Period or at any time thereafter, it will not disclose to
any person not employed by the Division or not engaged to render
services to the Division, and that it will not use for the benefit of
itself or others, any confidential information of the Division
obtained by it during its affiliation with the Division or
otherwise, including, without limitation, "know-how," trade
secrets, customer lists, details of client or consultant contracts,
pricing policies, financial data, operational methods, marketing
and sales information, marketing plans or strategies, product
development techniques or plans, business acquisition plans, new
<PAGE>
personnel acquisition plans and other personnel data, methods of
manufacture, technical processes, designs and design projects,
inventions and research projects, and other proprietary information
of the Division; provided, however, that this provision shall not
preclude Seller from use or disclosure of information known
generally to the public (other than information known generally to
the public as a result of a violation of this Section 9.1 by Seller),
from use or disclosure of information acquired by Seller outside of
its affiliation with the Division, from disclosure required by law
or court order, or from disclosure appropriate and in the ordinary
course of carrying out their affiliation with the Division.
9.1.3 Property of the Division. All memoranda,
notes, lists, records and other documents (and all copies thereof)
relating solely to the Division, including such items stored in
computer memories, on microfiche or by any other means, made or
compiled by or on behalf of Seller, or made available to Seller, are
and shall be the property of Buyer, and shall be delivered to Buyer
promptly after the Closing or at any other time on request.
9.1.4 Officers of Buyer. During the Restricted
Period and for as long as the non-compete provisions in the
Employment Agreement remain in effect, Seller shall not, directly or
indirectly, hire or solicit any officer of Buyer or encourage any
such officer to leave such employment.
<PAGE>
9.2 Rights and Remedies Upon Breach. If the Seller
breaches, or threatens to commit a breach of, any of the provisions
of Section 9.1 (the "Restrictive Covenants"), Buyer shall have the
following rights and remedies, each of which rights and remedies
shall be independent of the others and severally enforceable, and
each of which is in addition to, and not in lieu of, any other rights
and remedies available to Buyer under law or in equity:
9.2.1 Specific Performance. The right and remedy
to have the Restricted Covenants specifically enforced by any court
of competent
jurisdiction, it being agreed that any breach or threatened breach
of the Restrictive Covenants would cause irreparable injury to Buyer
and that money damages would not provide an adequate remedy to Buyer.
9.2.2 Accounting. The right and remedy to require
Seller to account for and pay over to Buyer, as the case may be, all
compensation, profits, monies, accruals, increments or other benef-
its derived or received by Seller as the result of any transactions
constituting a breach of the Restrictive Covenants.
9.3 Severability of Covenants. Seller acknowledges
and agrees that the Restrictive Covenants are reasonable and valid
in geographical and temporal scope and in all other respects. If any
court determines that any of the Restrictive Covenants, or any part
<PAGE>
thereof, is invalid or unenforceable, the remainder of the
Restrictive Covenants shall not thereby be affected and shall be
given full effect, without regard to the invalid portions.
9.4 Blue-Pencilling. If any court determines that any
of the Restrictive Covenants, or any part thereof, is unenforceable
because of the duration or geographic scope of such provision, such
court shall have the power to reduce the duration or scope of such
provision, as the case may be, and, in its reduced form, such
provision shall then be enforceable.
9.5 Enforceability in Jurisdictions. Buyer and
Seller intend to and hereby confer jurisdiction to enforce the
Restrictive Covenants upon the courts of any jurisdiction within the
geographical scope of the Restrictive Covenants. If the courts of
any one or more of such jurisdictions hold the Restrictive Covenants
unenforceable by reason of the breadth of such scope or otherwise, it
is the intention of Buyer and Seller that such determination not bar
or in any way affect Buyer's right to the relief provided above in the
courts of any other jurisdiction within the geographical scope of
the Restrictive Covenants, as to breaches of the Restrictive
Covenants in such other respective jurisdictions, the Restrictive
Covenants as they relate to each jurisdiction being, for this
purpose, severable into diverse and independent covenants.
<PAGE>
ARTICLE 10
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
The representations and warranties made by Seller in
Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.9, 3.11 and 3.13 and the
representations and warranties made by Buyer in Sections 4.1, 4.2
and 4.3 shall survive the Closing and shall thereafter terminate and
expire on the second anniversary of the Effective Time with respect
to any unasserted claim based upon, arising out of or otherwise in
respect of any fact, circumstance, action or proceeding relating
thereto. All other representations and warranties made by either
party herein shall terminate and expire at the Closing.
ARTICLE 11
GENERAL INDEMNIFICATION
11.1 Obligation of Seller to Indemnify. Subject to the
limitations contained in Article 10, Seller agrees to indemnify,
defend and hold harmless Buyer (and its directors, officers,
employees, affiliates, successors and assigns) from and against all
losses, liabilities, damages, deficiencies, demands, claims,
actions, judgments or causes of action, assessments, costs or
expenses (including, without limitation, interest, penalties and
reasonable attorneys' fees and disbursements) ("Losses") based
upon, arising out of or otherwise in respect of (a) any inaccuracy in
or any breach of any representation, warranty, covenant or agreement
of Seller contained in this Agreement or in any documents delivered
<PAGE>
pursuant to this Agreement, (b) any Non-Assumed Liabilities and (c)
any PL Claims not disclosed to Buyer on Schedule 3.9; provided, that,
with respect to such PL Claims such indemnity shall be limited to
those Claims made under Buyer's insurance policy within the period
of two (2) years following the Effective Time (regardless of the date
that such PL Claims are to be paid; provided, that, such payments are
made in
accordance with the procedures of such insurance policy), Seller
shall indemnify Buyer for $.50 of every $1.00 actually paid by Buyer
with respect to such PL Claims up to a maximum of $250,000 to be paid
by Seller.
11.2 Obligation of Buyer to Indemnify. Buyer agrees to
indemnify, defend and hold harmless Seller from and against all
Losses based upon, arising out of or otherwise in respect of (a) any
inaccuracy in or any breach of any representation, warranty,
covenant or agreement of Buyer contained in this Agreement or in any
documents delivered pursuant to this Agreement, (b) any failure by
Buyer to satisfy or discharge any of the Assumed Liabilities or to
perform under any of the Assumed Contracts or (c) the operations of
the Division Business subsequent to the Effective Time.
11.3 Notice and Opportunity to Defend.
11.3.1 Notice of Asserted Liability. Promptly
after receipt by any party hereto (the "Indemnitee") of notice of any
demand, claim or circumstances which, with the lapse of time, would
or might give rise to a claim or the commencement (or threatened
<PAGE>
commencement) of any action, proceeding or investigation (an
"Asserted Liability") that may result in a Loss, the Indemnitee
shall give notice thereof (the "Claims Notice") to any other party
(or parties) obligated to provide indemnification pursuant to
Section 11.1 or 11.2 (collectively, the "Indemnifying Party"). The
Claims Notice shall
describe the Asserted Liability in reasonable detail, and shall
indicate the amount (estimated, if necessary and to the extent
feasible) of the Loss that has been or may be suffered by the Indemnitee.
11.3.2 Opportunity to Defend. The Indemnifying
Party may elect to compromise or defend, at its own expense and by its
own counsel, any Asserted Liability. If the Indemnifying Party
elects to compromise or defend such Asserted Liability, it shall
within 30 days (or sooner, if the nature of the Asserted Liability so
requires) notify the Indemnitee of its intent to do so, and the
Indemnitee shall cooperate, at the expense of the Indemnifying
Party, in the compromise of, or defense against, such Asserted
Liability. If the Indemnifying Party elects not to compromise or
defend the Asserted Liability, fails to notify the Indemnitee of its
election as herein provided or contests its obligation to indemnify
under this Agreement, the Indemnitee may pay, compromise or defend
such Asserted Liability. Notwithstanding the foregoing, neither
the Indemnifying Party nor the Indemnitee may settle or compromise
any claim over the objection of the other; provided, however, that
consent to settlement or compromise shall not be unreasonably
withheld. In any event, the Indemnitee and the Indemnifying Party
<PAGE>
may participate, at their own expense, in the defense of such
Asserted Liability. If the Indemnifying Party chooses to
defend any claim, the Indemnitee shall make available to the
Indemnifying Party any books, records or other documents within its
control that are necessary or appropriate for such defense.
11.3.3 Disputes with Customers, Distributors,
Sales Agents or Suppliers. Anything in Section 11.3.2 to the
contrary notwithstanding, in the case of any Asserted Liability by
any supplier, distributor, sales agent or customer of the Division
with respect to the business conducted by the Division prior to the
Closing in connection with which Buyer may make a claim against
Seller for indemnification pursuant to Section 11.1, Buyer shall
give a Claims Notice with respect thereto but, unless Buyer and the
Indemnifying Party otherwise agree, Buyer shall have the exclusive
right at its option to defend, at its own expense, any such matter,
subject to the duty of Buyer to consult with the Indemnifying Party
and its attorneys in connection with such defense and provided that
no such matter shall be compromised or settled by Buyer without the
prior consent of the Indemnifying Party, which consent shall not be
unreasonably withheld.
<PAGE>
ARTICLE 12
MISCELLANEOUS
12.1 Certain Definitions. (a) As used in this
Agreement, the following terms have the following meanings:
(i) "affiliate" means, with respect to any
person, any other person controlling, controlled by or under common
control with, or the parents, spouse, lineal descendants or
beneficiaries of, such person.
(ii) "knowledge" with respect to Seller means
the knowledge of the President and Secretary of Seller and such
knowledge as they have obtained through affidavits (in the form of
Exhibit H) from the President, Vice President and Controller of the
Division; and "knows" has a correlative meaning.
(iii) "person" means any individual, corpora-
tion, partnership, limited liability company, firm, joint venture,
association, joint-stock company, trust, unincorporated
organization, Governmental Body or other entity.
(iv) "property" or "properties" means real,
personal or mixed property, tangible or intangible.
<PAGE>
(b) The following capitalized terms are defined in the
following Sections of this Agreement:
Term Article or
Section
Accrued Benefit Amount 8.6
Ampco Preamble
Ampco Plan 8.6
Ampco Savings Plan 8.7
Arbitrator 8.2
Asserted Liability 11.3.1
Asset Acquisition Statement 5.7
Assumed Liabilities 1.3
At-Will Employment Contracts 1.4
Balance Sheet 3.4
Balance Sheet Date 3.4
Benefit Plans 3.12
Buffalo Preamble
Buyer Preamble
Buyer IP Preamble
Cash Portion 2.1
Claims 3.9
Claims Notice 11.3.1
<PAGE>
Closing 2.2
Closing Balance Sheet 8.2
Code 5.7
Condition of the Division 3.2
Contracts 3.8
Disputed Matters 8.2
Division Preliminary
Statement
Division Business 9.1
Effective Time 2.2
Employment Agreement 6.3
ERISA 3.12
Governmental Bodies 3.6
Indemnifying Party 11.3.1
Indemnitee 11.3.1
Laws 3.6
Losses 11.1
Non-Assumed Liabilities 1.4
Notice of Disagreement 8.2
Orders 3.6
<PAGE>
Pension Plan 8.6
Permits 3.7
PL Claims 3.9
Post-Closing Settlement 8.3
Principal Premises 1.1
Principles 3.4
Purchased Assets 1.1
Purchase Price 2.1
Required Consents 3.8
Restricted Period 9.1.1
Restrictive Covenants 9.2
Safety and Environmental Laws 3.6
SEC 8.5
Seller Preamble
Transfer Date 8.6
Transferred Employees 8.6
401(k) Plan 8.7
<PAGE>
12.2 Notices. Any notice or other communication
required or permitted hereunder shall be in writing and shall be
deemed given when delivered personally, telecopied or like
transmission (which is confirmed) and on the next business day when
sent by Federal Express, Express Mail or similar overnight courier
service to the parties at the following addresses or facsimile
numbers (or at such other address or facsimile number for a party as
shall be specified by like notice):
(i) if to Buyer and Buyer IP, to:
Ampco-Pittsburgh Corporation
600 Grant Street, Suite 4600
Pittsburgh, Pennsylvania 15219
Attention: President
Facsimile: (412) 456-4404
with a copy to:
Paul, Weiss, Rifkind, Wharton
& Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Judith R. Thoyer, Esq.
Facsimile: (212) 757-3990
<PAGE>
(ii) if to Seller, to:
The Howden Fan Company
One Westinghouse Plaza
Suite 300
Hyde Park, Massachusetts 02136
Attention: President
Facsimile: (617) 361-3506
with a copy to:
Robinson & Cole
One Commercial Plaza
Hartford, Connecticut 06103-3597
Attention: John B. Lynch, Jr., Esq.
Facsimile: (203) 275-8299
12.3 Entire Agreement. This Agreement
(including the Exhibits and Schedules) and any collateral
agreements contain the entire agreement among the parties and
supersede all prior agreements, written or oral, with respect
thereto.
12.4 Waivers and Amendments; Non-Contractual
Remedies; Preservation of Remedies. This Agreement may be amended,
superseded, cancelled, renewed or extended, and the terms hereof may
be waived, only by a written instrument signed by Buyer and Seller
or, in the case of a waiver, by the party waiving compliance. No
delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any such right, power or privilege,
nor any single or partial exercise of any such right, power or
privilege, preclude any further exercise thereof or the exercise of
<PAGE>
any other such right, power or privilege. The rights and remedies
herein provided are cumulative and are not exclusive of any rights or
remedies that any party may otherwise have at law or in equity.
12.5 Governing Law. This Agreement shall be
governed and construed in accordance with the laws of the State of
New York applicable to agreements made and to be performed entirely
within such State.
12.6 Binding Effect; No Assignment. This Agree-
ment shall be binding upon and inure to the benefit of the parties and
their respective successors and legal representatives. This
Agreement is not assignable except by operation of law, except that
Buyer may assign its rights hereunder to any of its affiliates.
12.7 Variations in Pronouns. All pronouns and
any variations thereof refer to the masculine, feminine or neuter,
singular or plural, as the context may require.
12.8 Counterparts. This Agreement may be execu-
ted by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a number of copies hereof each signed
by less than all, but together signed by all of the parties hereto.
<PAGE>
12.9 Exhibits and Schedules. The Exhibits and
Schedules are a part of this Agreement as if fully set forth herein.
All references herein to Sections, Exhibits and Schedules shall be
deemed references to such parts of this Agreement, unless the
context shall otherwise require.
12.10 Headings. The headings in this Agreement are
for reference only, and shall not affect the interpretation of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this
Agreement on the date first above written.
BUFFALO AIR HANDLING COMPANY
By
Name: Ernest G. Siddons
Title: Executive Vice President
AMPCO-PITTSBURGH SECURITIES III
CORPORATION
By
Name: Robert A. Paul
Title: President
THE HOWDEN FAN COMPANY
By
Name: J. E. Dixon
Title: Secretary
<PAGE>
Exhibits
A: Form of Bill of Sale
B: Form of Assignment of Intellectual Property
C: Form of Instrument of Assumption
D: Form of Due Diligence Request Checklist
E: Form of Transition Agreement
F: Form of Supply Agreement
G. Form of Opinion of Counsel to Seller
H: Form of Opinion of Counsel to Buyer
I: Form of Affidavits of Officers of Division
Schedules
1.1 Assumed Contracts
1.3 Assumed Liabilities and Obligations
3.2 Qualification of Seller
3.7 Permits
3.8 Required Consents
3.9 Claims
3.10 Operations of the Division
3.12 Employee Benefit Plans
4.2 Authority of Buyer
5.10 Unpaid Debts
8.2 Accounting Adjustments
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<PAGE>
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 19,081,541
<SECURITIES> 5,716,255
<RECEIVABLES> 24,704,835
<ALLOWANCES> 653,691
<INVENTORY> 31,092,063
<CURRENT-ASSETS> 84,453,191
<PP&E> 103,305,316
<DEPRECIATION> 53,615,484
<TOTAL-ASSETS> 156,371,083
<CURRENT-LIABILITIES> 20,210,135
<BONDS> 1,350,000
<COMMON> 9,577,621
0
0
<OTHER-SE> 96,581,073
<TOTAL-LIABILITY-AND-EQUITY> 156,371,083
<SALES> 33,603,358
<TOTAL-REVENUES> 33,603,358
<CGS> 24,134,054
<TOTAL-COSTS> 30,268,019
<OTHER-EXPENSES> 0
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<INCOME-PRETAX> 3,342,108
<INCOME-TAX> 1,230,000
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