DAYTON SUPERIOR CORP
S-1/A, 1996-05-29
STEEL PIPE & TUBES
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<PAGE>
   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1996
    
 
                                                       REGISTRATION NO. 333-2974
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
   
                                AMENDMENT NO. 2
                                       TO
                                    FORM S-1
    
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                          DAYTON SUPERIOR CORPORATION
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                 <C>                                 <C>
               OHIO                                3315                             31-0676346
   (State or other jurisdiction             (Primary Standard                    (I.R.S. Employer
         of incorporation               Industrial Classification              Identification No.)
         or organization)                      Code Number)
</TABLE>
 
                               721 RICHARD STREET
                             MIAMISBURG, OHIO 45342
                                 (513) 866-0711
 
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
 
                               JOHN A. CICCARELLI
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          DAYTON SUPERIOR CORPORATION
                               721 RICHARD STREET
                             MIAMISBURG, OHIO 45342
                                 (513) 866-0711
 
      (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                           --------------------------
 
                                WITH COPIES TO:
 
<TABLE>
<S>                                     <C>
        Peter S. Wilson, Esq.                 Paul H. Wilson, Jr., Esq.
       Cravath, Swaine & Moore                   Debevoise & Plimpton
          825 Eighth Avenue                        875 Third Avenue
    New York, New York 10019-7475              New York, New York 10022
            (212) 474-1767                          (212) 909-6584
</TABLE>
 
                           --------------------------
 
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
                           --------------------------
 
    If  any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to  Rule 415 under the Securities Act  of
1933 check the following box. / /
 
    If  this Form  is filed  to register  additional securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration statement  number  of  the  earlier
effective registration statement for the same offering. / /
- ----------------
 
    If  this Form  is a post-effective  amendment filed pursuant  to Rule 462(c)
under the Securities Act,  check the following box  and list the Securities  Act
registration  statement number  of the earlier  effective registration statement
for the same offering. / /
- ----------------
 
    If delivery of the prospectus is expected  to be made pursuant to Rule  434,
please check the following box. / /
                           --------------------------
 
    THE  REGISTRANT HEREBY  AMENDS THIS REGISTRATION  STATEMENT ON  SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A  FURTHER  AMENDMENT  WHICH SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT  SHALL THEREAFTER BECOME EFFECTIVE IN  ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT  OF 1933  OR UNTIL  THE REGISTRATION  STATEMENT SHALL  BECOME
EFFECTIVE  ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                          DAYTON SUPERIOR CORPORATION
                            ------------------------
 
                             CROSS REFERENCE SHEET
                      BETWEEN ITEMS IN PART I OF FORM S-1
                               AND THE PROSPECTUS
 
<TABLE>
<CAPTION>
S-1 ITEM NUMBER AND CAPTION                                                  PROSPECTUS CAPTION OR LOCATION
- ----------------------------------------------------------------  -----------------------------------------------------
<C>        <S>                                                    <C>
       1.  Forepart of the Registration Statement
            and Outside Front Cover Page of
            Prospectus..........................................  Outside Front Cover Page
       2.  Inside Front and Outside Back Cover Pages
            of Prospectus.......................................  Inside Front and Outside Back Cover Pages; Available
                                                                   Information
       3.  Summary Information, Risk Factors and Ratio of
            Earnings to Fixed Charges...........................  Prospectus Summary; Risk Factors
       4.  Use of Proceeds......................................  Summary; Use of Proceeds
       5.  Determination of Offering Price......................  Outside Front Cover Page; Underwriting
       6.  Dilution.............................................  Dilution
       7.  Selling Security Holders.............................  Principal and Selling Shareholders
       8.  Plan of Distribution.................................  Outside Front Cover Page; Underwriting
       9.  Description of Securities to Be Registered...........  Summary; Capitalization; Description of Capital
                                                                   Shares; Shares Eligible for Future Sale
      10.  Interests of Named Experts and Counsel...............  Not applicable
      11.  Information with Respect to the Registrant...........  Outside Front Cover Page; Summary; Risk Factors;
                                                                   Proceeds of the Offering; Dividend Policy;
                                                                   Capitalization; Dilution; Selected Financial Data;
                                                                   Management's Discussion and Analysis of Financial
                                                                   Condition and Results of Operations; Business;
                                                                   Management; Certain Relationships and Related Party
                                                                   Transactions; Principal and Selling Shareholders;
                                                                   Description of Capital Shares; Shares Eligible for
                                                                   Future Sale; Financial Statements; Pro Forma
                                                                   Combined Financial Information
      12.  Disclosure of Commission Position
            on Indemnification for Securities
            Act Liabilities.....................................  Not applicable
</TABLE>
<PAGE>
INFORMATION   CONTAINED  HEREIN  IS  SUBJECT   TO  COMPLETION  OR  AMENDMENT.  A
REGISTRATION STATEMENT  RELATING TO  THESE SECURITIES  HAS BEEN  FILED WITH  THE
SECURITIES  AND EXCHANGE  COMMISSION. THESE SECURITIES  MAY NOT BE  SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR  TO THE TIME THE REGISTRATION STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE AN  OFFER  TO  SELL  OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN  ANY STATE IN WHICH SUCH OFFER,  SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
                                                                            tuvw
3,700,000 SHARES
 
DAYTON SUPERIOR CORPORATION
 
   
CLASS A COMMON SHARES
    
(WITHOUT PAR VALUE)
 
Of the 3,700,000 Class A Common Shares,  without par value (the "Class A  Common
Shares"),  of Dayton Superior  Corporation ("Dayton Superior"  or the "Company")
offered hereby, 1,900,000 Class  A Common Shares are  being sold by the  Company
and  1,800,000 Class A Common Shares are  being sold by the Selling Shareholders
(as defined herein). The Company will not  receive any of the proceeds from  the
sale  of the Class A  Common Shares by the  Selling Shareholders. See "Principal
and Selling Shareholders."
 
Prior to this offering (the "Offering"), there has been no public market for the
Class A  Common  Shares. It  currently  is  estimated that  the  initial  public
offering  price of the Class A Common  Shares will be between $12.00 and $15.00.
See "Underwriting" for information relating to  the factors to be considered  in
determining  the initial public  offering price. The Class  A Common Shares have
been approved for listing on the New York Stock Exchange under the symbol "DSD,"
subject to official notice of issuance.
 
Upon completion of the  Offering and assuming no  exercise of the  Underwriters'
over-allotment  option, the Company's outstanding  common shares will consist of
4,012,050 Class A Common Shares and 1,522,550 Class B Common Shares, without par
value (the "Class B Common Shares" and, together with the Class A Common Shares,
the "Common Shares"). The Class A Common Shares will be entitled to one vote per
share and the Class B Common Shares will be entitled to ten votes per share. The
Common Shares generally will vote together as one class on all matters submitted
to a  vote  of  the  shareholders, including  the  election  of  directors.  See
"Description of Capital Shares." Upon completion of the Offering and assuming no
exercise  of the Underwriters' over-allotment option, Ripplewood Holdings L.L.C.
("Ripplewood"), the Company's current majority shareholder, will own all of  the
outstanding  Class B  Common Shares, representing  79.1% of  the combined voting
power of the outstanding Common Shares. As a result, Ripplewood will continue to
have the ability to elect  all of the Company's  directors and will continue  to
control the Company. See "Principal and Selling Shareholders."
 
SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD  BE CONSIDERED  BY PROSPECTIVE  PURCHASERS OF  THE CLASS  A COMMON SHARES
OFFERED HEREBY.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE SECURITIES
AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
<TABLE>
<CAPTION>
                                                                                         PROCEEDS
                             PRICE TO            UNDERWRITING        PROCEEDS TO         TO SELLING
                             PUBLIC              DISCOUNT            COMPANY (1)         SHAREHOLDERS
<S>                          <C>                 <C>                 <C>                 <C>
Per Share..................  $                   $                   $                   $
Total (2)..................  $                   $                   $                   $
- ----------------------------------------------------------------------------------------------------------
</TABLE>
 
   
(1)  Before deducting expenses of the  Offering payable by the Company estimated
    at $1,410,000.
    
 
(2) The Company and Ripplewood have granted to the Underwriters a 30-day  option
    to  purchase up to an aggregate of 555,000 additional shares at the Price to
    Public less the  Underwriting Discount solely  to cover over-allotments,  if
    any.  If the Underwriters exercise  such option in full,  the total Price to
    Public, Underwriting Discount, Proceeds to  Company and Proceeds to  Selling
    Shareholders  will be $          ,  $          , $          and $          ,
    respectively. See "Underwriting."
 
The Class A Common Shares are offered  subject to receipt and acceptance by  the
Underwriters,  to prior sale and to the  Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without  notice.
It  is expected that delivery of  the Class A Common Shares  will be made at the
office of Salomon Brothers Inc, Seven World Trade Center, New York, New York, or
through the facilities of The Depository Trust Company, on or about            ,
1996.
 
SALOMON BROTHERS INC
             LAZARD FRERES & CO. LLC
                          ROBERT W. BAIRD & CO.
                                  INCORPORATED
                                                       BT SECURITIES CORPORATION
 
The date of this Prospectus is                         , 1996.
<PAGE>
                          DAYTON SUPERIOR -Registered
                                   Trademark-
                    Concrete accessories (including concrete
                    paving products) and masonry accessories
 
                                   [GRAPHIC]
 
    IN  CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CLASS A  COMMON
SHARES  AT A LEVEL ABOVE THAT WHICH  MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON  THE NEW YORK STOCK EXCHANGE OR  OTHERWISE.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DAYTON SUPERIOR MANUFACTURERS WALL-FORMING PRODUCTS,
SUCH AS SNAP TIES, COIL TIES, SHE BOLTS AND HE BOLTS, WHICH
ARE USED IN THE FABIRCATION OF JOB-BUILT AND PREFABRICATED
MODULAR FORMS FOR POURED-IN-PLACE CONCRETE WALLS.
 
                                       2
<PAGE>
                               PROSPECTUS SUMMARY
 
    THE  FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY AND SHOULD BE READ IN
CONJUNCTION WITH THE MORE DETAILED INFORMATION, FINANCIAL STATEMENTS,  INCLUDING
THE  NOTES THERETO, AND  PRO FORMA FINANCIAL  INFORMATION APPEARING ELSEWHERE IN
THIS PROSPECTUS.  UNLESS  OTHERWISE  STATED, OR  UNLESS  THE  CONTEXT  OTHERWISE
REQUIRES,  ALL  INFORMATION IN  THIS PROSPECTUS:  (I) GIVES  EFFECT, IMMEDIATELY
PRIOR TO THE  CONSUMMATION OF THE  OFFERING, TO THE  AMENDMENT TO THE  COMPANY'S
AMENDED  ARTICLES OF INCORPORATION TO (A) CONVERT ALL THE CURRENTLY OUTSTANDING,
NON-VOTING CLASS  B COMMON  SHARES (THE  "OLD  CLASS B  COMMON SHARES")  OF  THE
COMPANY  INTO CLASS  A COMMON  SHARES OF THE  COMPANY, (B)  CHANGE THE COMPANY'S
AUTHORIZED SHARE CAPITAL TO CLASS A COMMON SHARES WITH ONE VOTE PER SHARE, CLASS
B COMMON  SHARES WITH  TEN VOTES  PER SHARE  AND PREFERRED  SHARES, WITHOUT  PAR
VALUE, (C) SPLIT EACH OUTSTANDING CLASS A COMMON SHARE INTO FIFTY CLASS A COMMON
SHARES  AND (D) CONVERT  EACH CLASS A  COMMON SHARE HELD  BY RIPPLEWOOD INTO ONE
CLASS B COMMON SHARE, (II) GIVES  EFFECT, IMMEDIATELY PRIOR TO THE  CONSUMMATION
OF  THE OFFERING,  TO THE  CONVERSION BY  RIPPLEWOOD OF  483,300 CLASS  B COMMON
SHARES INTO AN EQUAL NUMBER  OF CLASS A COMMON  SHARES OFFERED HEREBY AND  (III)
ASSUMES  THAT  THE UNDERWRITERS'  OVER-ALLOTMENT  OPTION IS  NOT  EXERCISED. SEE
"DESCRIPTION OF COMMON SHARES."
 
    AS USED HEREIN,  THE TERM "NORTH  AMERICA" REFERS TO  THE UNITED STATES  AND
CANADA  AND  "ON  A PRO  FORMA  COMBINED  BASIS" REFERS  TO  PRO  FORMA COMBINED
FINANCIAL INFORMATION BASED ON THE HISTORICAL CONSOLIDATED FINANCIAL  STATEMENTS
OF  THE COMPANY AND  OF DUR-O-WAL, INC.  ("DUR-O-WAL") AND GIVING  EFFECT TO THE
ACQUISITION OF DUR-O-WAL (THE "DUR-O-WAL ACQUISITION") AS IF IT HAD OCCURRED  ON
JANUARY  1, 1995. IN PREPARING THE PRO FORMA COMBINED INCOME STATEMENTS, CERTAIN
LINE ITEMS HAVE  BEEN RECLASSIFIED  ON A  BASIS CONSISTENT  WITH THE  ACCOUNTING
POLICIES OF THE COMPANY. SEE "PRO FORMA COMBINED FINANCIAL INFORMATION."
 
                                  THE COMPANY
 
GENERAL
 
   
    The  Company  believes it  is the  largest  North American  manufacturer and
distributor of specialized metal accessories  used in concrete construction  and
masonry  construction on  the basis  of sales.  The Company's  products are used
primarily in two segments of the construction industry: non-residential building
projects such as institutional buildings,  retail sites, commercial offices  and
manufacturing facilities; and infrastructure projects such as highways, bridges,
utilities,  water  and waste  treatment facilities  and  airport runways.  On an
historical  basis,   the  dollar   volume   of  non-residential   building   and
infrastructure construction in North America has been less cyclical than that of
single family residential construction.
    
 
    The  Company was  founded in  1924 under the  name The  Dayton Sure-Grip and
Shore Company. Following the 1982 acquisition of Superior Concrete  Accessories,
Inc.,  the Company  evolved from a  regional company to  a large, geographically
diversified firm. Between 1991 and June  1995, the Company completed four  small
acquisitions and, in October 1995, the Company acquired Dur-O-Wal, which had net
sales  of  $25.7 million  in 1995  on a  pro  forma combined  basis, for  a cash
purchase price  of  $23.6 million  (including  acquisition costs).  The  Company
believes that Dur-O-Wal is a leading manufacturer of masonry accessories and the
largest manufacturer of masonry wall reinforcement in North America on the basis
of sales. On April 29, 1996, the Company purchased certain assets of a privately
held  concrete paving  products manufacturer based  in Kankakee,  Illinois for a
cash purchase price of approximately $5 million (including estimated acquisition
costs and subject to post-closing adjustments).
 
    The Company believes  that its  distribution system  is the  largest in  its
industry,  consisting of  a network of  22 Company-operated service/distribution
centers in the  United States  and Canada  and over  3,000 customers,  including
stocking dealers, brokers, rebar fabricators, precast concrete manufacturers and
brick and concrete block manufacturers. The Company believes that its ability to
deliver  quality  products  to  customers quickly  using  its  on-line inventory
tracking system gives it  a competitive advantage over  many of its  competitors
and   encourages  customer  loyalty.   Although  the  Company   believes  it  is
 
                                       3
<PAGE>
the largest North  American manufacturer  and distributor  of specialized  metal
accessories used in concrete construction and masonry construction, the industry
in  which the Company competes is  highly competitive in most product categories
and geographic regions. The Company competes  with a relatively small number  of
full-line  national manufacturers of concrete or  masonry accessories and a much
larger number of regional manufacturers  and manufacturers with limited  product
lines. See "Business -- Competition."
 
   
    The  Company manufactures most of its  products at five principal facilities
in the  United States  using, in  many cases,  high-volume, automated  equipment
designed  and built or custom modified  by in-house personnel. The Company sells
approximately 12,300 different products in two principal product lines (concrete
accessories, which include concrete  paving products, and masonry  accessories),
including  products designed to  hold steel reinforcing  bar ("rebar") in place,
support concrete framework, reinforce masonry walls and create attachment points
on concrete or masonry surfaces. The Company's product lines, which the  Company
believes  are  the  broadest in  the  industry,  are marketed  under  the DAYTON
SUPERIOR-Registered Trademark-  name in  the case  of concrete  accessories  and
under   the  DUR-O-WAL-Registered  Trademark-  name   in  the  case  of  masonry
accessories.
    
 
    The Company's senior management team, which has been in place since 1989 and
averages over 20 years of manufacturing  industry experience, is led by John  A.
Ciccarelli,  its President  and Chief  Executive Officer,  who formerly  was the
President of The  Wheelabrator Corporation, a  manufacturer of industrial  blast
cleaning  equipment. The Company also benefits from the experience of Matthew O.
Diggs,  Jr.,   its  non-executive   Chairman,  particularly   with  respect   to
acquisitions  and strategic  direction. Mr.  Diggs is  the former  President and
Chief Executive Officer of Copeland Corporation, a manufacturer of  refrigerator
compressors,  and the former Chairman of The Delfield Company, a manufacturer of
food service equipment.
 
BUSINESS STRATEGY
 
    Management is seeking to implement the following business strategy, which is
designed to build on the Company's manufacturing and distribution strengths  and
scale advantages to achieve growth both through acquisitions and internally.
 
    - PURSUE  STRATEGIC ACQUISITIONS. In addition  to internal growth, including
      new product development, the Company  intends to continue to grow  through
      acquisitions.  The  markets in  which the  Company  competes have  a large
      number of relatively small, regional manufacturers and consequently  offer
      consolidation   opportunities.   The  Company   seeks   acquisitions  that
      complement its  existing  products  or represent  product  extensions  and
      primarily    focuses   its   acquisition    strategy   on   regional   and
      specialty-product firms. The Company believes it has been able to  achieve
      synergies  in its acquisitions  through economies of  scale in purchasing,
      manufacturing, marketing and distribution.
 
   
    - LEVERAGE EXTENSIVE DISTRIBUTION SYSTEM  AND DEALER NETWORK. The  Company's
      extensive   distribution  system,  broad   product  lines  and  continuing
      commitment to customer service and quality have enabled it to attract  and
      maintain  the largest dealer network in its industry. The Company utilizes
      its distribution system and dealer  network as a platform for  integrating
      acquisitions and for selling products manufactured by third parties. Sales
      of  third-party  products allow  the Company  to utilize  its distribution
      system to increase sales  without making significant capital  investments.
      The Company estimates that net sales of third party products accounted for
      approximately  $18.5 million of the  Company's net sales in  1995 on a pro
      forma combined basis.
    
 
    - UTILIZE CUSTOMIZED AUTOMATED MANUFACTURING EQUIPMENT. The Company  designs
      and builds or custom modifies much of the high-volume, automated equipment
      it  uses  to manufacture  metal concrete  accessories and  concrete paving
      products. To  develop this  equipment, it  employs a  team of  experienced
      manufacturing engineers and tool and die makers. The Company believes that
      its  customized automated manufacturing equipment provides it with several
      competitive
 
                                       4
<PAGE>
      advantages  relative  to  its  competitors,  including  (i)  significantly
      greater  productivity,  (ii) lower  capital  equipment costs,  (iii) lower
      scrap rates, (iv)  higher product quality,  (v) faster product  changeover
      times and (vi) lower inventory levels.
 
   
    - DEVELOP  NEW PRODUCTS. The  Company has a  new product development program
      built around its marketing, engineering and manufacturing personnel.  This
      program  establishes goals  for, and  tracks the  success of,  new product
      development in each project group. The Company estimates that new products
      introduced in the last  five years (three years,  in the case of  chemical
      products),  including  new products  introduced  by Dur-O-Wal  during such
      period, accounted  for approximately  $6.5 million  of the  Company's  net
      sales in 1995 on a pro forma combined basis.
    
 
    - OFFER  BROAD PRODUCT  LINE. The  Company believes  it offers  the broadest
      product  line  in   metal  accessories  for   the  concrete  and   masonry
      construction  industry  in  North America,  providing  its  customers with
      products  designed  to  meet  a  wide  variety  of  concrete  and  masonry
      construction  needs. The Company  believes that its  customers' ability to
      order a wide range of products from the Company enhances its sales.
 
RIPPLEWOOD
 
    Upon completion of  the Offering,  Ripplewood will own  all the  outstanding
Class  B Common Shares, representing approximately  79.1% of the combined voting
power of the outstanding Common Shares (approximately 73.2% if the Underwriters'
over-allotment  option  is  exercised  in  full).  See  "Principal  and  Selling
Shareholders."  Ripplewood is a holding company  formed by Timothy C. Collins to
invest, directly  and through  private investment  funds for  which it  acts  as
general  partner, in leveraged  build-ups and acquisitions  sponsored by senior,
industrial operating  managers  affiliated  with Ripplewood.  Prior  to  forming
Ripplewood,  Mr. Collins was the Senior Managing Director of the New York office
of Onex Corporation ("Onex"), an Ontario  corporation listed on the Toronto  and
Montreal Stock Exchanges. An investor group led by a subsidiary of Onex acquired
the  Company  in  August  1989.  Ripplewood  acquired  a  majority  of  the then
outstanding Common Shares of the Company from such subsidiary in October 1995.
 
                                       5
<PAGE>
                                  THE OFFERING
 
   
<TABLE>
<S>                                           <C>
Class A Common Shares Offered
  By the Company............................  1,900,000 shares(1)
  By the Selling Shareholders...............  1,800,000 shares(1)
    Total...................................  3,700,000 shares(1)
Class A Common Shares to be outstanding
 after the Offering.........................  4,012,050 shares(1)(2)(3)
Class B Common Shares to be outstanding
 after the Offering.........................  1,522,550 shares(2)
Total Common Shares to be outstanding after
 the Offering...............................  5,534,600 shares(1)(3)
Estimated Net Proceeds to the Company.......  $22.65 million(1)
Use of Proceeds by the Company..............  To   repay   certain   senior    indebtedness.
                                               See "Use of Proceeds."
New York Stock Exchange Symbol..............  "DSD"
</TABLE>
    
 
- ------------------------
(1) Does not include up to 555,000 Class A Common Shares that are subject to the
    Underwriters' over-allotment option, one-half of which would be newly issued
    by the Company and one-half of which would be sold by Ripplewood.
 
(2) Each  Class B Common Share is convertible at the option of the holder at any
    time into one Class A Common  Share and will convert automatically into  one
    Class  A Common Share as a result  of certain transfers. See "Description of
    Capital Shares--Common Shares." If  the Underwriters' over-allotment  option
    is  exercised, up to  277,500 Class B  Common Shares will  be converted into
    Class A Common Shares as a result of the sale thereof by Ripplewood.
 
(3) Does not include up to 272,750 Class A Common Shares that are issuable  upon
    exercise  of outstanding stock options (the "Options"), all of which will be
    exercisable immediately after the Offering. See "Management--Fiscal Year End
    Option Values."
 
                                  RISK FACTORS
 
    See "Risk  Factors" for  a  discussion of  certain  factors that  should  be
considered  by  prospective  purchasers of  the  Class A  Common  Shares offered
hereby.
 
                                       6
<PAGE>
                      SUMMARY FINANCIAL AND PRO FORMA DATA
 
   
    The following table sets forth summary  financial data for the fiscal  years
ended  December 31,  1991 through  1995, which data  have been  derived from the
consolidated financial statements  of the  Company, which have  been audited  by
Arthur  Andersen LLP, independent public accountants,  and which, in the case of
the three  years  ended  December  31, 1995,  are  included  elsewhere  in  this
Prospectus.  The table also includes data as  of and for the three fiscal months
ended March  31, 1995  and March  29, 1996,  which have  been derived  from  the
unaudited consolidated financial statements of the Company included elsewhere in
this  Prospectus and which,  in the opinion of  management, reflect all material
adjustments of a normal and recurring  nature necessary for a fair  presentation
of such data. The following table also sets forth summary financial data for the
fiscal year ended December 31, 1995 on a pro forma combined basis. The following
data should be read in conjunction with "Management's Discussion and Analysis of
Financial  Condition and Results  of Operations" and  the Company's consolidated
financial  statements  and  the  notes   thereto  included  elsewhere  in   this
Prospectus. Pro forma combined financial statements of the Company and Dur-O-Wal
also  are  presented  elsewhere  in this  Prospectus.  See  "Pro  Forma Combined
Financial Information."
    
   
<TABLE>
<CAPTION>
                                                                                                                          THREE
                                                                                                                         FISCAL
                                                                                                                         MONTHS
                                                                  YEAR ENDED DECEMBER 31,                                 ENDED
                                       ------------------------------------------------------------------------------  -----------
                                                                                                           PRO FORMA    MARCH 31,
                                          1991        1992         1993           1994          1995       1995 (1)       1995
                                       ----------  ----------  -------------  -------------  -----------  -----------  -----------
                                                             (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                                    <C>         <C>         <C>            <C>            <C>          <C>          <C>
OPERATING DATA:
  Net sales..........................     $68,532     $71,462     $75,154        $82,341        $92,802     $113,695      $17,977
  Gross profit.......................      19,925      18,408      19,727         24,330         28,812       33,718        5,422
  Income from operations.............       4,126       1,286       3,856          6,303          8,623       10,372          758
  Interest expense, net..............       8,541       8,727      10,118          6,017   (2)      4,231      6,264          909
  Provision (benefit) for income
   taxes (3).........................      (1,006)       (826)        (89   )         95            690          683           --
  Income (loss) before extraordinary
   item..............................      (3,409)     (6,615)     (6,173   )       (682   )      3,705        3,404         (151)
  Extraordinary item, net of tax.....          --          --          --         31,354   (2)         --         --           --
  Net income (loss)..................     $(3,409)    $(6,615)    $(6,173   )    $30,672         $3,705       $3,404        $(151)
                                       ----------  ----------  -------------  -------------  -----------  -----------  -----------
                                       ----------  ----------  -------------  -------------  -----------  -----------  -----------
  Net income (loss) available to
   common shareholders...............     $(3,409)    $(6,615)    $(6,173   )    $30,175            $71        $(230 )      $(363)
                                       ----------  ----------  -------------  -------------  -----------  -----------  -----------
                                       ----------  ----------  -------------  -------------  -----------  -----------  -----------
  Income (loss) per share available
   to common shareholders before
   extraordinary item................     $(35.87)    $(69.60)    $(64.95   )     $(0.58   )      $0.02       $(0.08 )     $(0.12)
  Net income (loss) per common and
   common equivalent share (4).......      (35.87)     (69.60)     (64.95   )      14.92           0.02        (0.08 )      (0.12)
  Weighted average common and common
   equivalent shares outstanding
   (4)...............................      95,039      95,039      95,039      2,021,918      3,560,808    3,036,236    2,956,789
 
AS ADJUSTED FOR THE OFFERING: (5)
  Net income.........................                                                            $5,412       $5,461
  Net income per common and common
   equivalent share before dividends,
   accretion and redemption of
   redeemable preferred shares (4)...                                                              0.99         1.00
  Net income per common and common
   equivalent share (4)..............                                                              0.33         0.33
  Weighted average common and common
   equivalent shares outstanding
   (4)...............................                                                         5,460,808    5,460,808
 
<CAPTION>
 
                                        MARCH 29,
                                          1996
                                       -----------
 
<S>                                    <C>
OPERATING DATA:
  Net sales..........................     $23,615
  Gross profit.......................       7,469
  Income from operations.............       1,434
  Interest expense, net..............       1,585
  Provision (benefit) for income
   taxes (3).........................         242
  Income (loss) before extraordinary
   item..............................        (401 )
  Extraordinary item, net of tax.....          --
  Net income (loss)..................       $(401 )
                                       -----------
                                       -----------
  Net income (loss) available to
   common shareholders...............       $(401 )
                                       -----------
                                       -----------
  Income (loss) per share available
   to common shareholders before
   extraordinary item................      $(0.12 )
  Net income (loss) per common and
   common equivalent share (4).......       (0.12 )
  Weighted average common and common
   equivalent shares outstanding
   (4)...............................   3,333,389
AS ADJUSTED FOR THE OFFERING: (5)
  Net income.........................        $113
  Net income per common and common
   equivalent share before dividends,
   accretion and redemption of
   redeemable preferred shares (4)...        0.02
  Net income per common and common
   equivalent share (4)..............        0.02
  Weighted average common and common
   equivalent shares outstanding
   (4)...............................   5,757,961
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                                                                           AT MARCH 29, 1996
                                                                                                      ---------------------------
                                                                                                       ACTUAL    AS ADJUSTED (5)
                                                                                                      ---------  ----------------
                                                                                                            (IN THOUSANDS)
<S>                                                                                                   <C>        <C>
BALANCE SHEET DATA:
  Total assets......................................................................................  $ 107,052     $  106,307
  Long-term debt (including current portion)........................................................     56,809         37,114
  Shareholders' equity..............................................................................     27,084         47,439
</TABLE>
    
 
                     (see footnotes on the following pages)
 
                                       7
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                                                         THREE
                                                                                                                        FISCAL
                                                                                                                        MONTHS
                                                                   YEAR ENDED DECEMBER 31,                               ENDED
                                          --------------------------------------------------------------------------  -----------
                                                                                                          PRO FORMA    MARCH 31,
                                            1991       1992         1993          1994         1995       1995 (1)       1995
                                          ---------  ---------  ------------  ------------  -----------  -----------  -----------
                                                                              (IN THOUSANDS)
 
<S>                                       <C>        <C>        <C>           <C>           <C>          <C>          <C>
OTHER OPERATING DATA:
  EBITDA (6)............................     $8,622     $5,211     $7,073        $9,802        $12,891      $15,925       $1,686
  Cash flow from operating activities...       (736)       882      2,503        (7,576   )      8,226        8,786       (2,133)
  Cash flow from investing activities...       (456)       578     (1,617   )    (2,075   )    (26,321 )     (3,129 )       (503)
  Cash flow from financing activities...        500      2,992         --         3,912         18,256       (5,180 )      2,170
  Capital expenditures..................        447        695      1,647         2,082          2,730        3,166          505
  Management fees(7)....................        250        250        250           250            250          250           63
 
<CAPTION>
 
                                           MARCH 29,
                                             1996
                                          -----------
 
<S>                                       <C>
OTHER OPERATING DATA:
  EBITDA (6)............................      $2,748
  Cash flow from operating activities...      (3,652 )
  Cash flow from investing activities...        (665 )
  Cash flow from financing activities...       3,777
  Capital expenditures..................         667
  Management fees(7)....................          84
</TABLE>
    
 
- ----------------------------------
 
(1) Gives effect to (i) the Dur-O-Wal  Acquisition and (ii) the issuance of  $15
    million  of senior debt and the initial  borrowing of $8.6 million under the
   Credit  Facility  (as  defined  herein)  in  connection  with  the  Dur-O-Wal
   Acquisition  as if  each had occurred  on January 1,  1995. See "Management's
   Discussion   and   Analysis   of   Financial   Condition   and   Results   of
   Operations--Acquisition  of  Dur-O-Wal."  The  unaudited  pro  forma combined
   financial data does not  give effect to any  other transactions and does  not
   purport  to represent the actual results of operations or financial condition
   of the Company had the Dur-O-Wal Acquisition occurred on the date assumed  or
   the  results that  can be expected  for the  Company in the  future. See "Pro
   Forma Combined Financial Information."
 
(2) In  May  1994,  the  Company  reached  an  agreement  with  its  lenders  to
    restructure   its  debt   (the  "1994   Restructuring"),  resulting   in  an
    extraordinary gain  of  $31.4 million  net  of  income tax  effect  of  $0.1
    million.  This also  resulted in  decreased interest  expense for  1994. See
    "Management's Discussion and Analysis of Financial Condition and Results  of
    Operations--1994  Restructuring" and  Note 3  to the  Company's consolidated
    financial statements.
 
(3) In 1991, 1992 and 1993, an income tax benefit was recorded to the extent the
    Company was able to carryback losses  to obtain federal or state income  tax
    refunds.  In 1994,  the provision  for income  taxes related  to alternative
    minimum taxes.  In 1995,  the  provision for  income  taxes was  reduced  to
    reflect  the utilization  of net  operating losses  from 1992  and 1993. The
    provision  for  income  taxes  in   the  first  quarter  of  1996   reflects
    non-deductible  goodwill amortization and a net  operating loss in Canada on
    which no tax carryback is available.
 
   
(4) Net income (loss) per common  and common equivalent share before  dividends,
    accretion  and  redemption of  preferred shares  and  net income  (loss) per
    common and common equivalent share are based on the weighted average  common
    and  dilutive common equivalent shares outstanding during the period. Common
    share equivalents include the number of shares issuable upon the exercise of
    outstanding Options, and warrants to purchase 346,600 Class A Common  Shares
    (the  "Warrants"), less the shares that could be purchased with the proceeds
    from the exercise of the Options  and Warrants, based on an assumed  initial
    public  offering price of $13.50 per  share. For the purposes of calculating
    net income (loss) per common and common equivalent share, common  equivalent
    shares  issued more  than 12  months prior to  the Offering  are excluded in
    periods with a net loss available to common shareholders. Common  equivalent
    shares issued less than 12 months prior to the Offering are included for all
    periods  presented. All outstanding Warrants will  be exercised prior to the
    consummation of the  Offering and all  Class A Common  Shares received  upon
    exercise  of the Warrants  will be sold  by the Selling  Shareholders in the
    Offering.
    
 
   
(5) Adjusted to reflect (i) the sale  of 1,900,000 Class A Common Shares by  the
    Company  in  the Offering  at an  assumed initial  public offering  price of
    $13.50 per Class A Common  Share after deducting the estimated  underwriting
    discount  and expenses of the  Offering and a fee  payable to Ripplewood for
    additional services  provided  in  connection with  the  Offering  and  (ii)
    application  of the  net proceeds  from the  Offering of  $22.65 million, in
    addition to a $19.75 million draw on the Amended Credit Facility (as defined
    herein), to  retire $40  million of  senior  debt and  fund a  $2.4  million
    prepayment  premium  in connection  therewith. See  "Use of  Proceeds." Such
    adjustments would reduce 1995,  pro forma 1995 and  March 29, 1996  interest
    expense  by $2.8 million,  $3.3 million and  $0.8 million, respectively, and
    increase the 1995, pro  forma 1995 and March  29, 1996 provision for  income
    tax  by  $1.0  million, $1.3  million  and $0.3  million,  respectively. The
    adjustments also reflect a $2.3 million net loss on the retirement of senior
    debt ($2.4 million prepayment premium,  $0.7 million write-off of  financing
    costs and $0.6 million write-off of debt discount, net of income tax benefit
    of $1.4 million).
    
 
                                       8
<PAGE>
   
(6) EBITDA represents earnings before interest expense, other expense or income,
    income  taxes, depreciation and  amortization. Other expense  of $873,000 in
    1994 represents non-recurring costs associated with an acquisition that  was
    not  completed. The accrued  interest component of  cash flow from operating
    activities was $2.1 million, $7.6 million and $(10.9 million) in 1992,  1993
    and  1994, respectively. Management considers EBITDA  to be a useful measure
    of operating performance because, together  with net income and cash  flows,
    EBITDA provides investors with an additional basis to evaluate the Company's
    ability  to  pay  interest, repay  debt  and make  capital  expenditures. In
    addition, EBITDA is a component in the interest rate and covenant  structure
    of  the Amended Credit Facility.  See "Description of Certain Indebtedness."
    To evaluate EBITDA and the trends it depicts, the components of EBITDA, such
    as net  sales,  cost  of  sales  and  selling,  general  and  administrative
    expenses, should be considered. See "Management's Discussion and Analysis of
    Financial  Condition and  Results of  Operations." Excluded  from EBITDA are
    interest,  other  expense   or  income,  income   taxes,  depreciation   and
    amortization,  each of which can  significantly affect the Company's results
    of operations  and liquidity  and  should be  considered in  evaluating  the
    Company's  financial  performance.  EBITDA  has  not  been  presented  as an
    alternative to operating income as  determined in accordance with  generally
    accepted  accounting principles as an  indicator of operating performance or
    to  cash  flows  from  operating,  investing  or  financing  activities   as
    determined  in accordance with generally accepted accounting principles as a
    measure of liquidity or  ability to meet all  cash needs. Not all  companies
    define   EBITDA  consistently;  caution  must  be  used  in  comparing  this
    measurement to EBITDA  of other  companies. See  the Company's  consolidated
    financial  statements  and the  notes  thereto appearing  elsewhere  in this
    Prospectus. The following reconciles net income (loss) to EBITDA:
    
   
<TABLE>
<CAPTION>
                                                                                                                         THREE
                                                                                                                        FISCAL
                                                                                                                        MONTHS
                                                                   YEAR ENDED DECEMBER 31,                               ENDED
                                          --------------------------------------------------------------------------  -----------
                                                                                                          PRO FORMA    MARCH 31,
                                            1991       1992         1993          1994         1995         1995         1995
                                          ---------  ---------  ------------  ------------  -----------  -----------  -----------
                                                                              (IN THOUSANDS)
 
<S>                                       <C>        <C>        <C>           <C>           <C>          <C>          <C>
Net income (loss).......................    $(3,409)   $(6,615)   $(6,173   )   $30,672         $3,705       $3,404        $(151)
Extraordinary item......................         --         --         --       (31,354   )         --           --           --
Provision for taxes.....................     (1,006)      (826)       (89   )        95            690          683           --
Interest expense........................      8,541      8,727     10,118         6,017          4,231        6,264          909
Other (income) expense..................         --         --         --           873             (3 )         21           --
                                          ---------  ---------  ------------  ------------  -----------  -----------  -----------
Income from operations..................      4,126      1,286      3,856         6,303          8,623       10,372          758
Depreciation............................      1,956      1,947      1,914         2,194          2,777        3,723          579
Amortization of intangibles and
 goodwill...............................      2,540      1,978      1,303         1,305          1,491        1,830          349
                                          ---------  ---------  ------------  ------------  -----------  -----------  -----------
EBITDA..................................     $8,622     $5,211     $7,073        $9,802        $12,891      $15,925       $1,686
                                          ---------  ---------  ------------  ------------  -----------  -----------  -----------
                                          ---------  ---------  ------------  ------------  -----------  -----------  -----------
 
<CAPTION>
 
                                           MARCH 29,
                                             1996
                                          -----------
 
<S>                                       <C>
Net income (loss).......................       $(401 )
Extraordinary item......................          --
Provision for taxes.....................         242
Interest expense........................       1,585
Other (income) expense..................           8
                                          -----------
Income from operations..................       1,434
Depreciation............................         908
Amortization of intangibles and
 goodwill...............................         406
                                          -----------
EBITDA..................................      $2,748
                                          -----------
                                          -----------
</TABLE>
    
 
   
(7) Management fees are paid to  the controlling and another shareholder of  the
    Company  and are included  in selling, general  and administrative expenses.
   Following the Offering, the Company will no longer be charged such management
   fees. See "Certain Relationships and Related Party Transactions."
    
 
                                       9
<PAGE>
                                  RISK FACTORS
 
    A  PROSPECTIVE PURCHASER SHOULD CONSIDER CAREFULLY ALL OF THE INFORMATION IN
THIS PROSPECTUS BEFORE DECIDING  WHETHER TO PURCHASE THE  CLASS A COMMON  SHARES
OFFERED HEREBY AND, IN PARTICULAR, THE FOLLOWING FACTORS.
 
CYCLICAL NATURE OF THE CONSTRUCTION INDUSTRY
 
   
    The  Company's sales  and earnings are  strongly influenced by  the level of
North  American   non-residential  building   and  infrastructure   construction
activity.  Construction activity is cyclical and  is affected by the strength of
the general economy and by other factors beyond the Company's control, including
governmental expenditures  and changes  in the  banking and  tax laws.  Although
non-residential    building   construction   and   infrastructure   construction
historically  have   been   less   cyclical   than   residential   construction,
non-residential  building construction experienced a  severe decline in 1990 and
1991. In  1992, in  part  as a  result of  the  effect of  that decline  on  the
Company's  sales  and  earnings  and  the  Company's  highly  leveraged  capital
structure following  its acquisition  in 1989  by  an investor  group led  by  a
subsidiary  of Onex, the Company defaulted on certain financial covenants in its
senior debt and was unable to make required principal and interest payments. The
Company's debt was restructured  in May 1994.  See "Management's Discussion  and
Analysis  of Financial Condition and Results of Operations--1994 Restructuring."
Although the Company will be  less leveraged immediately following the  Offering
than  it was  in 1993, a  decline in non-residential  building or infrastructure
construction activity in  the future  likely would result  in a  decline in  the
Company's sales and earnings which could be materially adverse.
    
 
RECENT LOSSES AND SEASONALITY
 
    In  1991, 1992 and  1993, the Company  incurred net losses  of $3.4 million,
$6.6 million and $6.1 million, respectively. In 1994, the Company had net income
of  $30.7  million  but  a  loss  before  extraordinary  item  (related  to  the
forgiveness  of debt) of $682,000.  In 1995, the Company  had net income of $3.7
million ($3.4  million  on  a  pro  forma  combined  basis).  See  "Management's
Discussion and Analysis of Financial Condition and Results of Operations." There
can  be no assurance  that the Company will  be profitable in  1996 or in future
years or that  it will  not have to  seek additional  funds through  borrowings,
sales of equity or otherwise to pursue its business objectives.
 
    The  construction industry is seasonal in most of North America, with demand
for the Company's products being higher in the spring and summer than in  winter
and  late fall. This  seasonality typically adversely  affects the Company's net
sales and net income in  the first and last quarters  of the year. In the  first
quarter  of 1995 and 1996, the Company had net losses of $151,000 ($245,000 on a
pro forma combined basis) and $401,000, respectively.
 
CHALLENGE OF GROWTH THROUGH ACQUISITIONS
 
    The Company intends  to continue to  pursue its strategy  of growth  through
acquisitions.  There can be no assurance, however, that future acquisitions will
be consummated  or  that  any  newly  acquired  business  will  be  successfully
integrated into the Company's operations. The Company may issue additional Class
A Common Shares (which could result in dilution to the purchasers of the Class A
Common  Shares offered hereby) or may incur substantial additional indebtedness,
or a combination thereof, to fund future acquisitions. There can be no assurance
that the  Company will  be able  to  obtain any  such additional  financing.  In
addition,  the  Company,  Bank  One,  Dayton NA  and  Bank  of  America Illinois
(collectively, the "Banks") have an agreement in principle, subject to a  number
of  conditions, to  amend the Company's  credit facility  (the "Credit Facility"
and, as so  amended, the "Amended  Credit Facility"). The  terms of the  Amended
Credit  Facility would prohibit the Company  from merging or consolidating with,
or  acquiring  the  stock  of,  another  corporation  or  incurring   additional
indebtedness  (subject to certain exceptions) without  the consent of the Banks.
There can be no assurance that the Company will be able to obtain the consent of
the Banks to any such merger, consolidation or acquisition or to the  incurrence
of  additional  debt. See  "Management's  Discussion and  Analysis  of Financial
Condition and  Results  of  Operations--Liquidity  and  Capital  Resources"  and
"Description of Certain Indebtedness."
 
                                       10
<PAGE>
    In  addition,  the  Company's  ability to  manage  growth  successfully will
require the  Company to  continue  to improve  its operational,  management  and
financial  systems and controls. Certain of the Company's key employees have not
had experience in managing companies larger  than the Company. If the  Company's
management  is  unable to  manage  growth effectively,  the  Company's business,
results of operations and financial condition could be materially and  adversely
affected. See "Business-- Management."
 
COMPETITION
 
    The  industry in  which the Company  operates is highly  competitive in most
product categories and geographic regions. The Company believes that competition
is largely  based on  price,  quality, breadth  of product  lines,  distribution
capabilities  (including quick delivery times) and customer service. The Company
competes for  business with  a  relatively small  number of  full-line  national
manufacturers   and  a  much   larger  number  of   regional  manufacturers  and
manufacturers  with  limited  product  lines.  In  certain  circumstances,   due
primarily  to factors such  as freight rates, quick  delivery times and customer
preference for local suppliers, certain  manufacturers and suppliers may have  a
competitive    advantage   over   the   Company   in   a   given   region.   See
"Business--Competition."
 
CONTROL OF THE COMPANY BY RIPPLEWOOD; OTHER ANTI-TAKEOVER PROVISIONS
 
    Holders of the Company's Class A Common Shares are entitled to one vote  per
share  and holders of  the Class B Common  Shares are entitled  to ten votes per
share. Upon  completion  of  the  Offering,  Ripplewood  will  own  all  of  the
outstanding  Class B  Common Shares, representing  79.1% of  the combined voting
power of the outstanding Common Shares. In addition, under the Company's Amended
and Restated  Shareholder Agreement  (the "Shareholder  Agreement"),  Ripplewood
will  generally  control the  voting of  an additional  1.9% of  the outstanding
Common Shares (assuming exercise of all of the outstanding Options) which,  with
Ripplewood's  Class B Common  Shares, collectively would  represent 81.0% of the
combined voting power  of the  Common Shares. Consequently,  Ripplewood will  be
able, without the approval of the Company's other shareholders, to (i) elect all
of  the  Company's  directors,  (ii) amend  the  Company's  amended  articles of
incorporation with respect to most matters or effect a merger, sale of assets or
other major  corporate transaction,  (iii)  defeat any  non-negotiated  takeover
attempt,  (iv) convert its Class B Common  Shares into Class A Common Shares and
sell such  shares without  participation in  such sale  by the  Company's  other
shareholders  and (v)  otherwise control  the outcome  of virtually  all matters
submitted for a shareholder vote.  See "Description of Capital Shares."  Control
by  Ripplewood may discourage certain types  of transactions involving an actual
or potential change of control of  the Company, including transactions in  which
the  holders of Class  A Common Shares  might receive a  premium over prevailing
market prices for their  shares. Timothy C. Collins,  Matthew O. Diggs, Jr.  and
Matthew  M. Guerreiro,  each of whom  is a  director of the  Company, are Senior
Managing Director and  Chief Executive  Officer, non-executive  Chairman of  the
Board and a principal, respectively, of Ripplewood.
 
    In  addition,  certain  provisions  of  the  Company's  amended  articles of
incorporation and certain provisions  of the Ohio  General Corporation Law  (the
"OGCL")  may have the effect of discouraging non-negotiated takeover attempts of
the Company. These provisions include  so-called "blank check" preferred  shares
and  the Ohio  Merger Moratorium Act.  See "Description of  Capital Shares." The
Board of  Directors,  without  shareholder approval,  can  issue  "blank  check"
preferred  shares with conversion  and other rights  that could adversely affect
the rights of the holders of Class  A Common Shares. The Ohio Merger  Moratorium
Act  is  intended  to delay  a  person who  acquires  voting shares  of  an Ohio
corporation without the approval of the Board of Directors from engaging in  any
merger, asset sale or other transaction resulting in a financial benefit to such
person.
 
DEPENDENCE ON KEY PERSONNEL
 
    The  Company's affairs are managed  by a small number  of key management and
operating personnel, the loss of any one of whom could have an adverse impact on
the Company. See "Business-- Management."
 
                                       11
<PAGE>
ENVIRONMENTAL COMPLIANCE
 
    The Company is subject to regulation under various federal, state and  local
laws  and regulations  relating to the  environment. These  laws and regulations
govern the generation, storage, transportation, disposal and emission of various
substances. Permits are required  for operation of  the Company's business,  and
these   permits   are  subject   to  renewal,   modification  and,   in  certain
circumstances, revocation. The Company believes it is in substantial  compliance
with  such  laws and  permitting requirements.  The Company  also is  subject to
regulation under various  federal, state  and local laws  and regulations  which
allow  regulatory authorities to  compel (or seek  reimbursement for) cleanup of
environmental contamination at its own sites  and at facilities where its  waste
is  or has  been disposed.  The Company  expects to  incur on-going  capital and
operating costs to maintain compliance  with applicable environmental laws  that
the  Company does not expect to be,  in the aggregate, material to its financial
condition, results of operations  or liquidity. The  Company cannot predict  the
environmental  laws or  regulations that  may be  enacted in  the future  or how
existing or  future laws  or regulations  will be  administered or  interpreted.
Compliance  with more  stringent laws or  regulations, as well  as more vigorous
enforcement policies of  the regulatory agencies  or stricter interpretation  of
existing  laws  or  regulations,  may  require  additional  expenditures  by the
Company, some or  all of which  may be material.  See "Business--  Environmental
Compliance."
 
NO PRIOR MARKET FOR CLASS A COMMON SHARES; POSSIBLE VOLATILITY OF PRICE
 
    Prior  to the  Offering, there  has been  no public  market for  the Class A
Common Shares. Although the Class A Common Shares have been approved for listing
on the New York  Stock Exchange, subject to  official notice of issuance,  there
can  be no assurance that an active trading market will develop or be sustained.
The initial public offering price will  be determined by negotiations among  the
Company,  Ripplewood  and representatives  of the  Underwriters  and may  not be
indicative of the  price at which  the Class  A Common Shares  will trade  after
completion  of the Offering. See "Underwriting."  There can be no assurance that
the prices at which  the Class A  Common Shares will sell  in the public  market
after  the Offering will not be  lower than the price at  which they are sold by
the Underwriters.  In addition,  factors  such as  variations in  the  Company's
actual and anticipated operating results, announcements by the Company or others
and developments affecting the Company could cause the market price of the Class
A  Common  Shares  to  fluctuate significantly.  Broad  market  fluctuations and
general economic and political conditions  also may adversely affect the  market
price of the Class A Common Shares, regardless of the Company's performance.
 
NO ANTICIPATED CASH DIVIDENDS
 
    The  Company does not intend to pay  any cash dividends on the Common Shares
in the near term. See  "Dividend Policy." In addition,  the Company will not  be
permitted  to pay cash dividends to holders of the Common Shares under the terms
of the Company's Amended Credit Facility and  may in the future enter into  loan
or  other agreements or issue debt  securities or preferred shares that restrict
the payment of cash dividends on the Common Shares. See "Description of  Certain
Indebtedness."
 
SHARES ELIGIBLE FOR FUTURE SALE
 
    Future  sales of  substantial numbers  of Class  A Common  Shares (including
shares issued upon the exercise of  Options), or the perception that such  sales
could  occur, could  adversely affect prevailing  market prices for  the Class A
Common Shares. If  such sales  reduce the  market price  of the  Class A  Common
Shares,  the Company's ability to raise additional capital in the equity markets
could be adversely affected.
 
    Upon completion of the  Offering (assuming the Underwriters'  over-allotment
option is not exercised), 1,522,550 Class A Common Shares into which the Class B
Common Shares held by Ripplewood may be converted, 312,050 Class A Common Shares
held  by the  Company's management  and other  shareholders and  272,750 Class A
Common Shares issuable upon exercise of Options held by management will continue
to be "restricted shares"  as defined in  Rule 144 under  the Securities Act  of
1933,  as amended (the "Securities  Act"). Such shares may  not be resold unless
registered under the Securities Act or  sold pursuant to an exemption from  such
registration, including, among others, the exemption
 
                                       12
<PAGE>
provided  by Rule 144  under the Securities Act.  After the Offering, Ripplewood
and the other parties to the Shareholder Agreement will have certain  incidental
registration rights with respect to any Class A Common Shares owned by them, and
Ripplewood  will  have two  demand registration  rights  with respect  to Common
Shares  owned  by  it.  See  "Principal  and  Selling  Shareholders--Shareholder
Agreement" and "Shares Eligible for Future Sale."
 
   
    The  Company, Ripplewood and certain of the Company's other shareholders, to
the extent that such shareholders are  not selling shares in the Offering,  have
agreed,  subject to certain exceptions, not to  sell, offer to sell, contract to
sell, grant any option to  purchase or otherwise dispose  of any Class A  Common
Shares or securities convertible into or exercisable or exchangeable for Class A
Common Shares, other than the Class A Common Shares offered hereby, for a period
of  360  days after  the  date of  this Prospectus  without  the consent  of the
representatives of the  Underwriters; provided,  however, that  the Company  may
issue:  (i) options pursuant to any employee  stock option plan in effect on the
date of  this Prospectus,  (ii) Class  A Common  Shares upon  the conversion  or
exercise of securities or options outstanding on the date of this Prospectus and
(iii)  commencing 90  days after  the date  of this  Prospectus, Class  A Common
Shares or securities convertible into or exercisable or exchangeable for Class A
Common  Shares   in  mergers,   acquisitions   or  similar   transactions.   See
"Underwriting" and "Shares Eligible for Future Sale."
    
 
DILUTION
 
    Investors  in the Offering will experience  immediate dilution in the amount
of $15.14 per  share in  the net  tangible book value  of their  Class A  Common
Shares from the initial public offering price. See "Dilution."
 
                                       13
<PAGE>
                                USE OF PROCEEDS
 
    The net proceeds to the Company from the sale by the Company of 1,900,000 of
the  Class A Common Shares offered in the Offering, at an assumed initial public
offering  price  of  $13.50  per  share,  are  estimated  to  be   approximately
$22,650,000 ($26,150,000 if the Underwriters' over-allotment option is exercised
in  full), after deducting  the estimated underwriting  discount and expenses of
the Offering  payable  by the  Company.  The Company  intends  to use  such  net
proceeds  to prepay  its 11.75%  Senior Notes  due 2002  (the "Senior  Notes due
2002"), which mature on December 31, 2002, and its 11.75% Senior Notes due  2003
(the  "Senior Notes due 2003" and, together  with the Senior Notes due 2002, the
"Senior Notes"),  which mature  on December  31, 2003.  The Company  will pay  a
prepayment  premium  of  $2,400,000  to  the  holders  of  the  Senior  Notes in
connection with  such prepayment.  The  Company intends  to fund  the  remaining
amount needed to prepay the Senior Notes and to pay such prepayment premium with
borrowings of $19,750,000 under the Amended Credit Facility. See "Description of
Certain Indebtedness."
 
    As  of March 29, 1996, the outstanding  principal amount of the Senior Notes
was $40,000,000, of which the outstanding  principal amount of the Senior  Notes
due  2002 was  $25,000,000 and  the outstanding  principal amount  of the Senior
Notes due 2003 was  $15,000,000. Mandatory annual prepayments  in the amount  of
$6,250,000  on the Senior Notes due 2002  and $3,750,000 on the Senior Notes due
2003 must  be  made,  if not  previously  paid,  commencing in  1999  and  2000,
respectively.  The Senior Notes bear  interest at the rate  of 11.75% per annum.
The Senior Notes due 2002 were issued in connection with the 1994 Restructuring.
See "Management's Discussion and Analysis of Financial Condition and Results  of
Operations--1994  Restructuring."  The  Senior  Notes due  2003  were  issued in
October 1995 to finance, in part, the acquisition of Dur-O-Wal.
 
    The Company will not receive  any proceeds from the  sale of Class A  Common
Shares in the Offering by the Selling Shareholders.
 
                                DIVIDEND POLICY
 
    The Company currently intends to retain its future earnings, if any, to fund
the  development and growth of its  business and, therefore, does not anticipate
declaring and paying cash dividends on the  Common Shares in the near term.  The
decision whether to apply legally available funds to the payment of dividends on
the  Common Shares will  be made by the  Board of Directors  of the Company from
time to time  in the  exercise of its  business judgment,  taking into  account,
among other things, the Company's results of operations and financial condition,
any  then  existing  or proposed  commitments  for  the use  by  the  Company of
available  funds  and  the  Company's  obligations  with  respect  to  any  then
outstanding class or series of its preferred shares.
 
   
    The  Company will be restricted by the  terms of the Amended Credit Facility
from paying cash dividends on the Common Shares and may in the future enter into
loan or  other agreements  or issue  debt securities  or preferred  shares  that
restrict  the payment of cash dividends  on the Common Shares. See "Management's
Discussion and  Analysis  of Financial  Condition  and Results  of  Operations--
Liquidity and Capital Resources" and "Description of Certain Indebtedness."
    
 
                                       14
<PAGE>
                                 CAPITALIZATION
 
    The  following table sets  forth the capitalization of  the Company at March
29, 1996, and as adjusted to give effect to the Offering and the application  of
the  estimated $22,650,000 of net proceeds to the Company therefrom as described
in "Use  of  Proceeds."  This table  should  be  read in  conjunction  with  the
Company's  consolidated  financial  statements and  the  notes  thereto included
elsewhere in this Prospectus.
 
   
<TABLE>
<CAPTION>
                                                         AT MARCH 29, 1996
                                                    ---------------------------
                                                                   AS ADJUSTED
                                                                     FOR THE
                                                       ACTUAL      OFFERING(1)
                                                    -------------  ------------
                                                          (IN THOUSANDS)
<S>                                                 <C>            <C>
Long-term debt (including current portion):
  Borrowings under Credit Facility................  $   17,070(2)   $   36,820
  11.75% Senior Notes due 2002....................      25,000          --
  Debt discount...................................        (555)         --
  11.75% Senior Notes due 2003....................      15,000          --
  Other long-term debt............................         294             294
                                                    -------------  ------------
    Total long-term debt (3)......................  $   56,809      $   37,114
                                                    -------------  ------------
Shareholders' equity (4):
  Preferred Shares, without par value: 5,000,000
   shares authorized, no shares issued............       --             --
  Class A Common Shares, without par value:
   20,000,000 shares authorized, 2,804,500 shares
   issued; 20,483,300 shares authorized, 4,012,050
   shares issued, as adjusted (5).................     $17,483         $31,870
  Old Class B Common Shares, without par value:
   15,000,000 shares authorized, 485,500 shares
   issued.........................................       1,942         --
  Class B Common Shares, without par value,
   1,522,550 shares authorized, 1,522,550 shares
   issued, as adjusted............................      --              10,123
  Cumulative foreign currency translation
   adjustment.....................................        (139   )        (139 )
  Excess pension liability........................         (50   )         (50 )
  Retained earnings (6)...........................       7,929           5,635
  Treasury shares, Class A Common, 2,000 shares;
   no shares as adjusted..........................         (81   )     --
                                                    -------------  ------------
    Total shareholders' equity....................      27,084          47,439
                                                    -------------  ------------
Total capitalization..............................  $   83,893     $    84,553
                                                    -------------  ------------
                                                    -------------  ------------
</TABLE>
    
 
- ------------------------------
(1)  Adjusted to reflect the Offering and, immediately prior to the consummation
     of the Offering, (i) the conversion of the 1,969,550 Class A Common  Shares
     held  by Ripplewood  as of  March 29,  1996 and  the 36,000  Class A Common
     Shares acquired by Ripplewood  from a subsidiary of  Onex on April 4,  1996
     into  2,005,850 Class  B Common  Shares, and  the subsequent  conversion by
     Ripplewood of 483,300 of its Class B Common Shares into an equal number  of
     Class  A Common Shares  offered hereby, (ii) the  conversion of 485,500 Old
     Class B Common Shares into Class  A Common Shares and (iii) the  retirement
     of 2,000 Class A Common Shares held in treasury.
 
(2)  At  March  29,  1996,  unutilized availability  under  the  Credit Facility
     aggregated $7.6 million.
 
(3)  Includes current portion of long-term debt of $0.03 million.
 
(4)  Immediately prior to consummation of  the Offering, the Company will  amend
     its  amended articles  of incorporation  to effect  certain changes  to its
     capital shares. See "Description of Capital Shares."
 
(5)  The number of issued and outstanding shares does not include 272,750  Class
     A Common Shares issuable upon exercise of outstanding Options, all of which
     will become exercisable upon completion of the Offering.
 
(6)  Adjusted to reflect a charge to earnings for the prepayment premium of $2.4
     million, the write-off of financing costs, which are included in intangible
     assets,  of $0.7  million and  the write-off of  the debt  discount of $0.6
     million, net  of the  income tax  benefit of  $1.4 million  related to  the
     repayment of the Senior Notes.
 
                                       15
<PAGE>
                                    DILUTION
    At  March 29, 1996, the net tangible book value (deficit) of the Company was
$(30,192,000) or $(9.18) per Common Share.  After giving effect to the  Offering
(assuming  an initial public offering price of $13.50 per share), the receipt of
the net  proceeds  to  the  Company therefrom  (after  deducting  the  estimated
underwriting  discount and expenses  of the Offering payable  by the Company and
the fee payable  to Ripplewood  for additional services  provided in  connection
with  the Offering) and the write-off  of financing costs of $745,000 associated
with the repayment of the  Senior Notes, the pro  forma net tangible book  value
(deficit)  of the Company as  of March 29, 1996  would have been $(9,091,000) or
$(1.64) per Common Share. This represents an immediate increase in net  tangible
book  value of $7.54 per Common Share  to existing shareholders and an immediate
dilution in net tangible book value of $15.14 per Common Share to purchasers  of
Class  A Common Shares  in the Offering  at the assumed  initial public offering
price.
    The following  table  illustrates  the  per Common  Share  dilution  to  new
investors purchasing Class A Common Shares in the Offering:
 
<TABLE>
<S>                                                                           <C>        <C>
Assumed public offering price per Common Share (1)..........................             $   13.50
  Net tangible book value (deficit) per Common Share as of March 29, 1996
   before the Offering (2)..................................................  $   (9.18)
  Increase per Common Share attributable to the Offering....................       7.54
  Pro forma net tangible book value (deficit) per Common Share after the
   Offering (2).............................................................                 (1.64)
                                                                                         ---------
  Dilution per Common Share to new investors................................             $   15.14
                                                                                         ---------
                                                                                         ---------
</TABLE>
 
- ------------------------------
(1) Before  deducting the  estimated underwriting  discount and  expenses of the
    Offering payable  by the  Company  and the  fee  payable to  Ripplewood  for
    additional services provided in connection with the Offering.
 
(2) Net  tangible  book  value (deficit)  per  Common  Share is  equal  to total
    tangible assets of the Company less total liabilities divided by the  number
    of  Common Shares outstanding with respect  to the $(9.18) value and divided
    by the number  of pro forma  Common Shares outstanding  with respect to  the
    $(1.64) value.
 
   
    The  following table summarizes  as of March  29, 1996 the  number of Common
Shares purchased from the Company, the  total consideration paid to the  Company
and  the average price per Common Share paid  to the Company with respect to the
Common Shares held by existing shareholders of the Company and by purchasers  of
Common  Shares  in the  Offering  (before deducting  the  estimated underwriting
discount and expenses of the Offering payable by the Company and the fee payable
to Ripplewood for additional services provided in connection with the  Offering)
at an assumed initial public offering price of $13.50 per share:
    
 
   
<TABLE>
<CAPTION>
                                                        SHARES PURCHASED          TOTAL CONSIDERATION
                                                    ------------------------  ---------------------------   AVERAGE PRICE
                                                      NUMBER       PERCENT        AMOUNT        PERCENT       PER SHARE
                                                    -----------  -----------  --------------  -----------  ---------------
<S>                                                 <C>          <C>          <C>             <C>          <C>
Existing shareholders (1).........................    3,288,000       63.4%   $   19,425,000       43.1%           $5.91
New investors.....................................    1,900,000       36.6        25,650,000       56.9           13.50
                                                    -----------  -----------  --------------  -----------
  Total...........................................    5,188,000      100.0%   $   45,075,000      100.0%          $8.69
                                                    -----------  -----------  --------------  -----------
                                                    -----------  -----------  --------------  -----------
</TABLE>
    
 
- ------------------------
   
(1)  Does  not include  346,600 Class  A Common  Shares purchasable  by existing
     shareholders at a price of $0.000002 per share upon exercise of outstanding
     warrants (the "Warrants"). All the  Warrants will be exercised  immediately
     prior  to the consummation of the  Offering. The following table summarizes
     as of March 29,  1996, after giving effect  to the Offering (including  the
     exercise  of the Warrants), the number  of Common Shares purchased from the
     Company, the total consideration paid to the Company and the average  price
     per Common Share paid to the Company with respect to the Common Shares held
     by  existing shareholders of the Company and by purchasers of Common Shares
     in the Offering (before deducting  the estimated underwriting discount  and
     expenses  of the  Offering payable  by the Company  and the  fee payable to
     Ripplewood  for  additional  services  provided  in  connection  with   the
     Offering) at an assumed initial public offering price of $13.50 per share:
    
 
   
<TABLE>
<CAPTION>
                                                        SHARES PURCHASED          TOTAL CONSIDERATION
                                                    ------------------------  ---------------------------   AVERAGE PRICE
                                                      NUMBER       PERCENT        AMOUNT        PERCENT       PER SHARE
                                                    -----------  -----------  --------------  -----------  ---------------
<S>                                                 <C>          <C>          <C>             <C>          <C>
Existing shareholders.............................    3,634,600       65.7%   $   19,425,000       43.1%          $5.34
New investors.....................................    1,900,000       34.3        25,650,000       56.9           13.50
                                                    -----------  -----------  --------------  -----------
  Total...........................................    5,534,600      100.0%   $   45,075,000      100.0%          $8.14
                                                    -----------  -----------  --------------  -----------
                                                    -----------  -----------  --------------  -----------
</TABLE>
    
 
   
    Sales  by the Selling  Shareholders in the Offering,  including sales of the
    Class A Common Shares purchased upon  exercise of the Warrants, will  reduce
    the  number of Common Shares held by the existing shareholders to 1,834,600,
    or 33.1%  of the  Common  Shares outstanding  (26.8%, if  the  Underwriters'
    over-allotment option is exercised in full), and will increase the number of
    Common  Shares held by purchasers in the  Offering to 3,700,000, or 66.9% of
    the Common Shares outstanding upon completion of the Offering (73.2%, if the
    Underwriters' over-allotment option  is exercised in  full). See  "Principal
    and Selling Shareholders."
    
 
   
    The  foregoing computations  assume no  exercise of  any of  the outstanding
Options. See "Principal and Selling Shareholders."  As of March 29, 1996,  there
were Options outstanding to purchase 272,750 Class A Common Shares at a weighted
average  price of $2.44 per share, all  of which will be immediately exercisable
after consummation of the Offering. To the extent additional outstanding Options
are exercised, there will be further dilution to new investors. See "Description
of Capital Shares."
    
 
                                       16
<PAGE>
                            SELECTED FINANCIAL DATA
 
    The  following table sets forth summary  financial data for the fiscal years
ended December  31,  1991  through  1995, which  data  have  been  derived  from
consolidated  financial statements  of the Company,  which have  been audited by
Arthur Andersen LLP, independent public accountants,  and which, in the case  of
the  three  years  ended  December  31, 1995,  are  included  elsewhere  in this
Prospectus. The table also includes data as  of and for the three fiscal  months
ended  March 31,  1995, and  March 29,  1996, which  have been  derived from the
unaudited consolidated financial statements of the Company included elsewhere in
this Prospectus and which,  in the opinion of  management, reflect all  material
adjustments  of a normal and recurring  nature necessary for a fair presentation
of  such  data.  The  following  data   should  be  read  in  conjunction   with
"Management's  Discussion  and Analysis  of Financial  Condition and  Results of
Operations" and the  Company's consolidated financial  statements and the  notes
thereto  included  elsewhere in  this Prospectus.  Pro forma  combined financial
statements of the  Company and Dur-O-Wal  also are presented  elsewhere in  this
Prospectus. See "Pro Forma Combined Financial Information."
 
<TABLE>
<CAPTION>
                                                                                                            THREE FISCAL MONTHS
                                                                                                                   ENDED
                                                                YEAR ENDED DECEMBER 31,                   ------------------------
                                                --------------------------------------------------------   MARCH 31,    MARCH 29,
                                                  1991       1992       1993         1994        1995        1995         1996
                                                ---------  ---------  ---------  ------------  ---------  -----------  -----------
                                                                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                                             <C>        <C>        <C>        <C>           <C>        <C>          <C>
OPERATING DATA:
  Net sales...................................  $  68,532    $71,462  $  75,154       $82,341    $92,802     $17,977      $23,615
  Cost of sales...............................     48,607     53,054     55,427        58,011     63,990      12,555       16,146
                                                ---------  ---------  ---------  ------------  ---------  -----------  -----------
  Gross profit................................     19,925     18,408     19,727        24,330     28,812       5,422        7,469
  Selling, general and administrative
   expenses...................................     13,259     15,144(1)    14,568       16,722    18,698       4,315        5,629
  Amortization of goodwill and intangibles....      2,540      1,978      1,303         1,305      1,491         349          406
                                                ---------  ---------  ---------  ------------  ---------  -----------  -----------
  Income from operations......................      4,126      1,286      3,856         6,303      8,623         758        1,434
  Interest expense, net.......................      8,541      8,727     10,118         6,017(2)     4,231        909       1,585
  Other expense (income), net.................     --         --         --               873         (3)     --                8
  Provision (benefit) for income taxes (3)....     (1,006)      (826)       (89)           95        690      --              242
                                                ---------  ---------  ---------  ------------  ---------  -----------  -----------
  Income (loss) before extraordinary item.....     (3,409)    (6,615)    (6,173)         (682)     3,705        (151 )       (401 )
  Extraordinary item, net of tax..............     --         --         --            31,354(2)    --        --           --
                                                ---------  ---------  ---------  ------------  ---------  -----------  -----------
  Net income (loss)...........................    $(3,409)   $(6,615)   $(6,173)      $30,672     $3,705       $(151 )      $(401 )
                                                ---------  ---------  ---------  ------------  ---------  -----------  -----------
                                                ---------  ---------  ---------  ------------  ---------  -----------  -----------
  Net income (loss) available to common
   shareholders...............................    $(3,409)   $(6,615)   $(6,173)      $30,175        $71       $(363 )      $(401 )
                                                ---------  ---------  ---------  ------------  ---------  -----------  -----------
                                                ---------  ---------  ---------  ------------  ---------  -----------  -----------
  Income (loss) per share available to common
   shareholders before extraordinary item and
   before dividends, accretion and redemption
   of redeemable preferred shares.............    $(35.87)   $(69.60)   $(64.95)       $(0.34)     $1.04      $(0.05 )     $(0.12 )
  Income (loss) per share available to common
   shareholders before extraordinary item.....     (35.87)    (69.60)    (64.95)        (0.58)      0.02       (0.12 )      (0.12 )
  Net income (loss) per common and common
   equivalent share before dividends,
   accretion and redemption of redeemable
   preferred shares (4).......................     (35.87)    (69.60)    (64.95)        15.17       1.04       (0.05 )      (0.12 )
  Net income (loss) per common and common
   equivalent share (4).......................     (35.87)    (69.60)    (64.95)        14.92       0.02       (0.12 )      (0.12 )
  Weighted average common and common
   equivalent shares outstanding (4)..........     95,039     95,039     95,039     2,021,918  3,560,808   2,956,789    3,333,389
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                                   AS OF
                                                                    AS OF DECEMBER 31,                    ------------------------
                                                   -----------------------------------------------------   MARCH 31,    MARCH 29,
                                                     1991       1992       1993       1994       1995        1995         1996
                                                   ---------  ---------  ---------  ---------  ---------  -----------  -----------
                                                                                   (IN THOUSANDS)
<S>                                                <C>        <C>        <C>        <C>        <C>        <C>          <C>
BALANCE SHEET:
  Total assets...................................  $  76,696    $75,114    $75,818    $72,371   $103,860     $75,396     $107,052
  Long-term debt (including current portion).....     60,262     64,225     64,483     24,552     53,012      26,635       56,809
  Shareholders' equity...........................      4,496     (2,224)    (8,848)    27,674     27,485      27,313   27,084
</TABLE>
 
                     (see footnotes on the following page)
 
                                       17
<PAGE>
<TABLE>
<CAPTION>
                                                                                                            THREE FISCAL MONTHS
                                                                                                                   ENDED
                                                                  YEAR ENDED DECEMBER 31,                 ------------------------
                                                   -----------------------------------------------------   MARCH 31,    MARCH 29,
                                                     1991       1992       1993       1994       1995        1995         1996
                                                   ---------  ---------  ---------  ---------  ---------  -----------  -----------
                                                                                   (IN THOUSANDS)
OTHER OPERATING DATA:
<S>                                                <C>        <C>        <C>        <C>        <C>        <C>          <C>
  EBITDA (5).................................     $8,622     $5,211     $7,073     $9,802    $12,891      $1,686       $2,748
  Cash flow from operating activities........       (736)       882      2,503     (7,576)     8,226      (2,133 )     (3,652 )
  Cash flow from investing activities........       (456)       578     (1,617)    (2,075)   (26,321)       (503 )       (665 )
  Cash flow from financing activities........        500      2,992     --          3,912     18,256       2,170        3,777
  Capital expenditures.......................        447        695      1,647      2,082      2,730         505          667
  Management fees (6)........................        250        250        250        250        250          63           84
</TABLE>
 
- ------------------------------
(1)  Includes charges of $1.1 million to bad debt and restructuring reserves.
(2)  In  December 1992, the Company defaulted  on certain financial covenants in
     its senior debt and was unable  to make payments of principal and  interest
     as  they came  due. From  December 1992  to May  1994, the  Company accrued
     additional penalty interest on  its senior debt. In  May 1994, the  Company
     reached an agreement with its lenders to restructure its debt, resulting in
     an  extraordinary gain of  $31.4 million net  of income tax  effect of $0.1
     million. See "Management's Discussion  and Analysis of Financial  Condition
     and   Results  of  Operations--1994  Restructuring"   and  Note  3  to  the
     consolidated financial statements of the Company.
(3)  In 1991, 1992 and 1993,  an income tax benefit  was recorded to the  extent
     the  Company was able to carryback losses to obtain federal or state income
     tax refunds. In 1994, the provision for income taxes related to alternative
     minimum taxes.  In 1995,  the provision  for income  taxes was  reduced  to
     reflect  the utilization  of net operating  losses from 1992  and 1993. The
     provision  for  income  taxes  in  the  first  quarter  of  1996   reflects
     non-deductible  goodwill amortization and a net operating loss in Canada on
     which no tax carryback is available.
(4)  Net income (loss) per common and common equivalent share before  dividends,
     accretion  and redemption  of preferred  shares and  net income  (loss) per
     common and common equivalent share are based on the weighted average common
     and dilutive common  equivalent shares outstanding  during the period.  For
     the  purposes  of  calculating  net income  (loss)  per  common  and common
     equivalent share, common equivalent shares issued more than 12 months prior
     to the Offering are excluded in periods with a net loss available to common
     shareholders. Common equivalent shares issued less than 12 months prior  to
     the   Offering  are  included  for  all  periods  presented.  Common  share
     equivalents include the number of shares issuable upon the exercise of  the
     outstanding  Options and Warrants less shares  that could be purchased with
     the proceeds from the  exercise of the Options  and Warrants, based on  the
     assumed initial public offering price of $13.50 per share.
   
(5)  EBITDA  represents  earnings  before  interest  expense,  other  expense or
     income, income  taxes,  depreciation  and amortization.  Other  expense  of
     $873,000   in  1994  represents  non-recurring  costs  associated  with  an
     acquisition that was not completed. The accrued interest component of  cash
     flow  from operating activities was $2.1  million, $7.6 million and $(10.9)
     million in 1992, 1993, and 1994, respectively. Management considers  EBITDA
     to  be a useful measure of operating performance because, together with net
     income and cash flows, EBITDA  provides investors with an additional  basis
     to  evaluate the  Company's ability  to pay  interest, repay  debt and make
     capital expenditures. In addition,  EBITDA is a  component in the  interest
     rate   and  covenant  structure   of  the  Amended   Credit  Facility.  See
     "Description of Certain Indebtedness." To evaluate EBITDA and the trends it
     depicts, the components  of EBITDA, such  as net sales,  cost of sales  and
     selling,  general and  administrative expenses,  should be  considered. See
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations." Excluded from  EBITDA are interest,  other expense or  income,
     income   taxes,   depreciation  and   amortization,   each  of   which  can
     significantly affect the Company's results of operations and liquidity  and
     should  be considered  in evaluating  the Company's  financial performance.
     EBITDA has not  been presented  as an  alternative to  operating income  as
     determined  in accordance with generally  accepted accounting principles as
     an indicator  of operating  performance or  to cash  flows from  operating,
     investing   or  financing  activities  as  determined  in  accordance  with
     generally accepted  accounting  principles as  a  measure of  liquidity  or
     ability   to  meet  all  cash  needs.   Not  all  companies  define  EBITDA
     consistently; caution must be used in comparing this measurement to  EBITDA
     of other companies. See the Company's consolidated financial statements and
     the notes thereto appearing elsewhere in this Prospectus.
    
     The following reconciles net income (loss) to EBITDA:
 
   
<TABLE>
<CAPTION>
                                                                                                  THREE FISCAL MONTHS
                                                                                                         ENDED
                                                        YEAR ENDED DECEMBER 31,                 ------------------------
                                         -----------------------------------------------------   MARCH 31,    MARCH 29,
                                           1991       1992       1993       1994       1995        1995         1996
                                         ---------  ---------  ---------  ---------  ---------  -----------  -----------
                                                                         (IN THOUSANDS)
 
<S>                                      <C>        <C>        <C>        <C>        <C>        <C>          <C>
Net income (loss)......................    $(3,409)   $(6,615)   $(6,173) $  30,672     $3,705       $(151 )      $(401 )
Extraordinary item.....................     --         --         --        (31,354)    --          --           --
Provision for taxes....................     (1,006)      (826)       (89)        95        690      --              242
Interest expense.......................      8,541      8,727     10,118      6,017      4,231         909        1,585
Other (income) expense.................     --         --         --            873         (3)     --                8
                                         ---------  ---------  ---------  ---------  ---------  -----------  -----------
Income from operations.................      4,126      1,286      3,856      6,303      8,623         758        1,434
Depreciation...........................      1,956      1,947      1,914      2,194      2,777         579          908
Amortization of intangibles and
 goodwill..............................      2,540      1,978      1,303      1,305      1,491         349          406
                                         ---------  ---------  ---------  ---------  ---------  -----------  -----------
EBITDA.................................     $8,622     $5,211     $7,073     $9,802  $  12,891  $    1,686   $    2,748
                                         ---------  ---------  ---------  ---------  ---------  -----------  -----------
                                         ---------  ---------  ---------  ---------  ---------  -----------  -----------
</TABLE>
    
 
   
(6)  Management  fees are paid to the controlling and another shareholder of the
     Company. Such  fees are  included in  selling, general  and  administrative
     expenses.  Following the  Offering, the Company  will no  longer be charged
     such  management  fees.  See  "Certain  Relationships  and  Related   Party
     Transactions."
    
 
                                       18
<PAGE>
                    PRO FORMA COMBINED FINANCIAL INFORMATION
 
   
    The  unaudited pro  forma combined financial  information is  based upon the
historical consolidated  financial  statements  of  the  Company  and  Dur-O-Wal
adjusted  to give  effect to the  Dur-O-Wal Acquisition. The  pro forma combined
statement of operations gives effect to the Dur-O-Wal Acquisition, including the
related incurrence  of debt,  as if  it had  occurred on  January 1,  1995.  The
unaudited  pro forma combined financial information  does not give effect to any
other transactions and does  not purport to represent  the Company's results  of
operations had the Dur-O-Wal Acquisition, in fact, occurred on such date, or the
results  that  can be  expected for  the Company  in the  future. The  pro forma
combined financial information should be read in conjunction with the  Company's
and  Dur-O-Wal's  historical  consolidated financial  statements  and  the notes
thereto included elsewhere in this Prospectus.
    
 
              UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
 
                      FOR THE YEAR ENDED DECEMBER 31, 1995
 
                 (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
 
   
<TABLE>
<CAPTION>
                                                                                       PRO FORMA
                                                                 DUR-O-WAL FOR THE    ADJUSTMENTS
                                                                 PERIOD JANUARY 1,   RELATED TO THE
                                                 THE COMPANY,      1995 THROUGH        DUR-O-WAL       PRO FORMA
                                                AS REPORTED(1)   OCTOBER 15, 1995     ACQUISITION      COMBINED
                                               ----------------  -----------------  ----------------  -----------
<S>                                            <C>               <C>                <C>               <C>
Net sales....................................         $92,802        $  20,893        $      --         $113,695
Cost of sales................................          63,990           15,318              669     (2)     79,977
                                               ----------------       --------          -------       -----------
  Gross profit...............................          28,812            5,575             (669     )     33,718
Selling, general and administrative
 expenses....................................          18,698            3,370             (569      (3)     21,516
                                                                                             17     (2)
Amortization of goodwill and intangibles.....           1,491              181              158     (4)      1,830
                                               ----------------       --------          -------       -----------
Income from operations.......................           8,623            2,024             (275     )     10,372
Other expenses:
  Interest expense, net......................           4,231              449            2,033     (5)      6,264
                                                                                           (449      (6)
  Other, net.................................              (3  )            24               --               21
                                               ----------------       --------          -------       -----------
Income before income taxes...................           4,395            1,551           (1,859     )      4,087
Provision (benefit) for income taxes.........             690              674             (681      (7)        683
                                               ----------------       --------          -------       -----------
Net income...................................           3,705              877           (1,178     )      3,404
Dividends on Redeemable Preferred Shares.....            (470  )            --               --             (470 )
Accretion on Redeemable Preferred Shares.....            (192  )            --               --             (192 )
Redemption of Redeemable Preferred Shares in
 excess of book value........................          (2,972  )            --               --           (2,972 )
                                               ----------------       --------          -------       -----------
Net income (loss) available to common
 shareholders................................             $71             $877      $    (1,178     )      $(230 )
                                               ----------------       --------          -------       -----------
                                               ----------------       --------          -------       -----------
Net income (loss) per share..................           $0.02                                             $(0.08 )
                                               ----------------                                       -----------
                                               ----------------                                       -----------
Weighted average common and common equivalent
 shares outstanding(8).......................       3,560,808                                          3,036,236
                                               ----------------                                       -----------
                                               ----------------                                       -----------
</TABLE>
    
 
- ------------------------------
 
(1)  Includes the results of Dur-O-Wal for the period October 16 to December 31,
     1995.
 
(2)  To record depreciation  on higher building  value of $0.7  million over  15
     years  and higher  machinery and  equipment values  of $4.1  million over 5
     years.
 
   
(3)  To remove expenses incurred by Dur-O-Wal  related to the sale of  Dur-O-Wal
     to  the Company, comprised of $317,000  for a terminated compensation plan,
     $202,000 for management fees to Dur-O-Wal's former controlling  shareholder
     and $50,000 for professional fees.
    
 
(4)  To  record additional  goodwill amortization over  40 years  on goodwill of
     $17,167,000 in  excess of  Dur-O-Wal  historical goodwill  amortization  of
     $229,000 per year.
 
                     (see footnotes on the following page)
 
                                       19
<PAGE>
(5)  To record increase in interest expense, including amortization of financing
     costs,  on the  Senior Notes of  $15.0 million  at 11.75% and  draws on the
     Credit Facility of $8.6 million at 8.75%, the rate in effect at the time of
     the draws related to the Dur-O-Wal Acquisition.
 
(6)  To remove Dur-O-Wal interest  expense for debt of  $2.6 million retired  on
     October 16, 1995.
 
(7)  To  record income  tax effect of  previous entries at  the incremental rate
     rather than the effective rate.
 
(8)  Net income (loss) per common and common equivalent share before  dividends,
     accretion  and redemption  of preferred  shares and  net income  (loss) per
     common and common equivalent share are based on the weighted average common
     and dilutive common  equivalent shares outstanding  during the period.  For
     the  purposes  of  calculating  net income  (loss)  per  common  and common
     equivalent share, common equivalent shares issued more than 12 months prior
     to the Offering are excluded in periods with a net loss available to common
     shareholders. Common equivalent shares issued less than 12 months prior  to
     the   Offering  are  included  for  all  periods  presented.  Common  share
     equivalents include the number of shares issuable upon the exercise of  the
     outstanding  Options and Warrants less shares  that could be purchased with
     the proceeds from the  exercise of the Options  and Warrants, based on  the
     assumed initial public offering price of $13.50 per share.
 
                                       20
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
    THE  FOLLOWING DISCUSSION AND ANALYSIS  OF THE COMPANY'S FINANCIAL CONDITION
AND RESULTS  OF OPERATIONS  SHOULD BE  READ IN  CONJUNCTION WITH  THE  FINANCIAL
STATEMENTS  AND NOTES  THERETO AND  THE UNAUDITED  PRO FORMA  COMBINED FINANCIAL
INFORMATION INCLUDED ELSEWHERE IN THIS PROSPECTUS.
 
INDUSTRY
 
    The Company operates  in a  cyclical and  seasonal industry  and changes  in
demand for construction services have a material impact upon the Company's sales
and  profitability.  The non-residential  building and  multi-family residential
segments of the construction industry suffered a sharp decline from 1990 through
1991 due to the combined impact of a cyclical recession and other factors.  This
sharp  decline  had a  material  adverse impact  upon  demand for  the Company's
products and  the Company's  results of  operations. Beginning  in 1993,  demand
began  to recover, although  growth in spending  in the non-residential building
and multi-family residential  segments of the  construction industry was  slower
than  that  historically  experienced during  the  early phases  of  an economic
recovery. The recovery continued in 1994 and 1995, and the dollar volume of  new
contract  awards for  non-residential building,  infrastructure and multi-family
residential  segments  of  the   construction  industry  (collectively,   "Heavy
Construction")  grew  by 11.6%  in  1994 and  7.4% in  1995.  In light  of these
conditions, the information  presented below under  "Business--The Industry"  is
important  for  understanding  the discussion  of  historical  financial results
presented below.
 
ACQUISITION OF DUR-O-WAL
 
    On October 16, 1995, the Company acquired Dur-O-Wal, a leading  manufacturer
of  masonry  accessories  with  a principal  manufacturing  facility  in Aurora,
Illinois and six other service/distribution facilities in North America (two  of
which  have subsequently been consolidated into Company facilities). Dur-O-Wal's
net sales, which were $24.7 million in 1994 (as reclassified by the Company) and
$25.7 million in 1995  on a pro  forma combined basis,  are made principally  to
masonry  block  manufacturers and  wholesalers  of masonry  materials throughout
North America. The cash purchase  price of $23.6 million, including  acquisition
costs,  was financed by borrowings of $8.6 million under the Credit Facility and
the issuance  of  $15 million  of  Senior Notes  due  2003. The  acquisition  of
Dur-O-Wal  was accounted for  as a purchase,  and the results  of Dur-O-Wal have
been included  in  the accompanying  consolidated  financial statements  of  the
Company since the date of acquisition.
 
    The  cost  of  the acquisition  was  allocated  to the  assets  acquired and
liabilities assumed based  on their  fair market values,  including goodwill  of
$17,167,000,  which  is being  amortized over  40 years  and will  create annual
amortization of $429,000. In  determining the amortization  period of 40  years,
the  Company considered the basic construction use of the Dur-O-Wal products and
the minor changes in technology which have  occurred in the past in the  masonry
industry. Further, the Dur-O-Wal tradename has been in use for marketing masonry
products  for over  50 years.  The carrying  value of  goodwill is  assessed for
recoverability by management  when changes  in circumstances  indicate that  the
carrying  amount may  not be recoverable,  based on an  analysis of undiscounted
future expected cash flows from the use and ultimate disposition of the asset.
 
1994 RESTRUCTURING
 
   
    Following the  acquisition of  the Company  by an  investor group  led by  a
subsidiary  of  Onex  in  1989,  the  Company  had  a  highly  leveraged capital
structure. In December 1992, in part as a result of that leverage and the impact
of the severe downturn in the Heavy Construction industry between 1990 and 1991,
the Company defaulted on certain  financial covenants in the agreement  relating
to  its senior debt and was unable to make payments of principal and interest as
they came due.  In May  1994, the Company  completed the  1994 Restructuring  in
which  it  exchanged  common  shares,  preferred shares  and  cash  for  all its
outstanding debt.  As  part of  the  1994 Restructuring,  the  Company's  senior
revolving  line  of  credit  note  of $7  million  in  principal  amount, senior
promissory notes  of  $35  million  in aggregate  principal  amount  and  senior
subordinated  promissory notes of $20 million in aggregate principal amount were
exchanged for $22.8 million in cash,  863,400 Old Class B Common Shares  (valued
at
    
 
                                       21
<PAGE>
   
$1.7  million based on  the price per share  paid for the  Class A Common Shares
issued to the existing holders  of Class A Common  Shares described in the  next
paragraph),  50,000 12% preferred  shares (valued at  their aggregate redemption
value of $5 million) and 50,000 zero coupon preferred shares (with an  aggregate
redemption  value  of  $5 million  but  valued  at their  market  value  of $1.7
million). In addition, junior subordinated  notes in aggregate principal  amount
of $2.7 million payable to former shareholders were repaid for $520,000 in cash.
Accrued interest of $14.6 million on all outstanding debt was repaid.
    
 
    The  Company funded the  cash portion of the  1994 Restructuring through the
issuance of additional Class A Common Shares to the existing holders of Class  A
Common  Shares for $4 million, the issuance  of the Senior Notes due 2002 (which
included the  Warrants) for  $25 million,  the establishment  of a  $20  million
revolving credit facility under which it borrowed $6 million and cash on hand of
$3  million.  As a  result of  the  1994 Restructuring,  the Company's  debt was
reduced by $33.8  million and the  Company recognized an  extraordinary gain  of
$31.4 million (net of income tax effect of $0.1 million).
 
RESULTS OF OPERATIONS
 
    The  following table  summarizes the  Company's results  of operations  as a
percentage of net sales  for the years  1993 through 1995  and the three  fiscal
months ended March 31, 1995 and March 29, 1996:
   
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31,
                                                     ---------------------------------------------------  THREE FISCAL
                                                                                                          MONTHS ENDED
                                                                 HISTORICAL               PRO FORMA(1)    -------------
                                                     ----------------------------------  ---------------    MARCH 31,
                                                        1993        1994        1995          1995            1995
                                                     ----------  ----------  ----------  ---------------  -------------
<S>                                                  <C>         <C>         <C>         <C>              <C>
Net sales..........................................      100.0%      100.0%      100.0%        100.0%          100.0%
Cost of sales......................................       73.8        70.5        69.0          70.3            69.8
                                                         -----       -----       -----         -----           -----
Gross profit.......................................       26.2        29.5        31.0          29.7            30.2
Selling, general and administrative expenses.......       19.4        20.3        20.1          18.9            24.0
Amortization of goodwill and intangibles...........        1.7         1.5         1.6           1.7             2.0
                                                         -----       -----       -----         -----           -----
Income from operations.............................        5.1         7.7         9.3           9.1             4.2
Interest expense, net..............................       13.4         7.3         4.6           5.5             5.0
Other, net(2)......................................         --         1.1          --            --              --
                                                         -----       -----       -----         -----           -----
Income (loss) before income taxes and extraordinary
 item..............................................       (8.3)       (0.7)        4.7           3.6            (0.8)
Provision (benefit) for income taxes...............       (0.1)        0.1         0.7           0.6              --
                                                         -----       -----       -----         -----           -----
Income (loss) before extraordinary item............       (8.2)       (0.8)        4.0           3.0            (0.8)
Extraordinary item, net of tax.....................         --        38.1(3)        --           --
                                                         -----       -----       -----         -----           -----
Net income (loss)..................................       (8.2)%      37.3%        4.0%          3.0%           (0.8)%
                                                         -----       -----       -----         -----           -----
                                                         -----       -----       -----         -----           -----
 
<CAPTION>
 
                                                       MARCH 29,
                                                         1996
                                                     -------------
<S>                                                  <C>
Net sales..........................................       100.0%
Cost of sales......................................        68.4
                                                          -----
Gross profit.......................................        31.6
Selling, general and administrative expenses.......        23.8
Amortization of goodwill and intangibles...........         1.7
                                                          -----
Income from operations.............................         6.1
Interest expense, net..............................         6.8
Other, net(2)......................................          --
                                                          -----
Income (loss) before income taxes and extraordinary
 item..............................................        (0.7)
Provision (benefit) for income taxes...............         1.0
                                                          -----
Income (loss) before extraordinary item............        (1.7)
Extraordinary item, net of tax.....................
                                                          -----
Net income (loss)..................................        (1.7)%
                                                          -----
                                                          -----
</TABLE>
    
 
- ------------------------------
   
(1)  The  unaudited pro forma results of operations as a percentage of net sales
     are derived from  the unaudited  pro forma  combined financial  information
     included  elsewhere in  this Prospectus.  The unaudited  pro forma combined
     financial information gives effect to the Dur-O-Wal Acquisition,  including
     the  related incurrence of debt,  as if it had  occurred on January 1, 1995
     and reflects the purchase method of accounting, after giving effect to  pro
     forma  adjustments. The unaudited pro  forma combined financial information
     does not  give effect  to any  other transaction  and does  not purport  to
     represent  the  Company's results  of operations  had such  transaction, in
     fact, occurred on that  date, or the  results that can  be expected in  the
     future. See "Pro Forma Combined Financial Information."
    
 
(2)  Represents costs associated with an acquisition which was not completed.
 
(3)  The  1994 Restructuring resulted in an  extraordinary gain of $31.4 million
     net of income tax effect of $0.1 million. See "1994 Restructuring" and Note
     3 to the Company's consolidated financial statements.
 
     COMPARISON OF THREE FISCAL MONTHS ENDED MARCH 29, 1996 AND MARCH 31, 1995
 
    Net sales increased $5.6 million, or 31.1%, from $18.0 million in the  first
quarter  of 1995 to $23.6 million  in the first quarter of  1996. On a pro forma
combined basis, the Company's net sales declined by $0.4 million, or 1.7%,  from
$24.0  million in the first quarter of  1995. Operating results during the first
quarter of 1996 were adversely affected by the severe winter weather experienced
in the eastern  portion of the  United States, which  delayed many  construction
projects.
 
                                       22
<PAGE>
    Net  sales by  product category  as reported  in the  Company's consolidated
financial statements and on a pro forma combined basis were as follows:
 
   
<TABLE>
<CAPTION>
                                                                             PRO FORMA FOR THE DUR-
                                                                                     O-WAL
                                               HISTORICAL                         ACQUISITION
                             ----------------------------------------------  ----------------------
                              THREE FISCAL MONTHS     THREE FISCAL MONTHS     THREE FISCAL MONTHS
                                     ENDED                   ENDED                   ENDED
                                 MARCH 31, 1995          MARCH 29, 1996          MARCH 31, 1995
                             ----------------------  ----------------------  ----------------------
                               AMOUNT         %        AMOUNT         %        AMOUNT         %
                             -----------  ---------  -----------  ---------  -----------  ---------
                                               (IN MILLIONS, EXCEPT PERCENTAGES)
<S>                          <C>          <C>        <C>          <C>        <C>          <C>
Concrete accessories
 (including concrete paving
 products).................   $    18.0      100.0%   $    18.6       78.8%   $    18.0       75.0%
Masonry accessories........      --          --             5.0        21.2         6.0        25.0
                                  -----   ---------       -----   ---------       -----   ---------
                              $    18.0      100.0%   $    23.6      100.0%   $    24.0      100.0%
                                  -----   ---------       -----   ---------       -----   ---------
                                  -----   ---------       -----   ---------       -----   ---------
</TABLE>
    
 
    Net sales of  concrete accessories increased  by $0.6 million,  or 3.3%,  to
$18.6 million in the first quarter of 1996 due to fair market demand in spite of
the  adverse  weather. On  a  pro forma  combined  basis, net  sales  of masonry
accessories declined by  $1.0 million, or  16.7%, to $5.0  million in the  first
quarter  of 1996 due to severe winter weather which adversely affected the sales
of "hot dip" galvanized masonry accessories used in exterior building walls.  In
addition, a competitor entered the market for "hot dip" masonry accessories late
in 1995 which also adversely affected sales of this product in the first quarter
of 1996.
 
    Gross  profit increased  $2.1 million,  or 38.9%,  from $5.4  million in the
first quarter  of 1995  to  $7.5 million  in the  first  quarter of  1996.  This
increase  was largely due to  the acquisition of Dur-O-Wal  in October 1995, but
higher gross margins were also realized  on the Company's sales due to  improved
selling  prices, favorable  material cost variances  and, to a  lesser extent, a
shift in sales mix toward higher margin products. In the first quarter of  1996,
gross  margins were 31.6%  of net sales versus  30.2% of net  sales in the first
quarter of 1995.  On a  pro forma combined  basis, gross  margin increased  from
28.8% of net sales in the first quarter of 1995 to 31.6% of net sales due to the
factors mentioned above.
 
    Selling,   general   and   administrative   ("SG&A")   expenses,   excluding
amortization of goodwill and intangibles,  increased by $1.3 million, or  30.5%,
from  $4.3 million  in the first  quarter of 1995  to $5.6 million  in the first
quarter of 1996. Dur-O-Wal accounted for $0.9 million of the increase, with  the
remainder due to new product literature and advertising expenses, the opening of
an additional service center in Westfield, MA, and the one-time costs associated
with the consolidation of two service/ distribution centers in Toronto. On a pro
forma  combined  basis, SG&A  expenses, excluding  amortization of  goodwill and
intangibles, in the first quarter of 1995 were $5.1 million.
 
   
    Net interest expense  increased by  $0.7 million  from $0.9  million in  the
first  quarter of  1995 to  $1.6 million in  the first  quarter of  1996, due to
higher debt resulting from  the acquisition of Dur-O-Wal  and the redemption  of
$10.0 million of the Company's preferred shares completed during October 1995.
    
 
    The Company did not have any provision for income taxes in the first quarter
of  1995 as  U.S. net  operating losses were  being utilized.  The provision for
income taxes  in the  first  quarter of  1996 reflects  non-deductible  goodwill
amortization  and a net  operating loss in  Canada on which  no tax carryback is
available.
 
    Net loss increased from $0.2  million in the first  quarter of 1995 to  $0.4
million in the first quarter of 1996 due to the factors described above.
 
    COMPARISON OF YEARS ENDED DECEMBER 31, 1994 AND 1995
 
    The  recovery of the Heavy Construction industry continued during 1995, with
the total  value of  construction projects  started during  the year  (excluding
single family homes) increasing by an estimated 7.4%, as reported by McGraw-Hill
Dodge.  Net  sales  increased  $10.5  million,  or  12.8%,  from  $82.3  million
 
                                       23
<PAGE>
   
in 1994  to $92.8  million in  1995,  including Dur-O-Wal's  net sales  of  $4.8
million  from October 16, 1995, the date of its acquisition. After adjusting for
the Dur-O-Wal Acquisition as if  it had occurred on  January 1, 1994, net  sales
would  have been $107.0 million  in 1994. In 1995,  pro forma combined net sales
were $113.7 million, representing an increase of $6.7 million, or 6.3%.
    
 
    Net sales  by product  category as  reported in  the Company's  consolidated
financial statements and on a pro forma combined basis were as follows:
 
   
<TABLE>
<CAPTION>
                                                HISTORICAL                     PRO FORMA FOR THE DUR-O-WAL ACQUISITION
                              ----------------------------------------------  ------------------------------------------
                                       1994                    1995                 1994(1)                 1995
                              ----------------------  ----------------------  --------------------  --------------------
                                AMOUNT         %        AMOUNT         %       AMOUNT        %       AMOUNT        %
                              -----------  ---------  -----------  ---------  ---------  ---------  ---------  ---------
                                                          (IN MILLIONS, EXCEPT PERCENTAGES)
 
<S>                           <C>          <C>        <C>          <C>        <C>        <C>        <C>        <C>
Concrete accessories
 (including concrete paving
 products)..................   $    82.3       100.0%  $    88.0        94.8%     $82.3       76.9%     $88.0       77.4%
Masonry accessories.........      --          --             4.8         5.2       24.7       23.1       25.7       22.6
                                   -----   ---------       -----   ---------  ---------  ---------  ---------  ---------
                              $     82.3       100.0% $     92.8       100.0% $   107.0      100.0% $   113.7      100.0%
                                   -----   ---------       -----   ---------  ---------  ---------  ---------  ---------
                                   -----   ---------       -----   ---------  ---------  ---------  ---------  ---------
</TABLE>
    
 
(1)  Gives  effect to the Dur-O-Wal Acquisition as if it had occurred on January
     1, 1994.
 
   
    Net sales of  concrete accessories increased  by $5.7 million,  or 6.9%,  to
$88.0  million in 1995 principally due to strong market demand, and, to a lesser
extent, internally developed new products as well as the introduction of the new
line of  formliner  products added  with  the acquisition  of  C&B  Construction
Supplies, Inc. on June 1, 1995. After adjusting for the Dur-O-Wal Acquisition as
if  it had occurred on  January 1, 1994, net  sales of masonry accessories would
have been $24.7  million in 1994  compared to  pro forma combined  net sales  of
masonry  products of  $25.7 million  in 1995. The  increase of  $1.0 million, or
4.0%, from  1994 to  1995 was  largely  due to  increased volume  of  hot-dipped
products and, to a lesser extent, new product introductions.
    
 
   
    Gross  profit increased  $4.5 million  from $24.3  million, or  29.5% of net
sales, in 1994 to $28.8 million, or  31.0% of net sales, in 1995, primarily  due
to  improved pricing and reduced manufacturing costs. Price improvements reflect
the results of a three-year program (initiated in 1993) to pass on raw  material
cost  increases and to better reflect the  value of the Company's services, such
as quick delivery, and its high product quality. The price improvements  allowed
the  Company to reach the pricing levels  that existed prior to the recession of
1990-1991 for some products. Continued  emphasis on cost containment,  favorable
product mix shifts to higher margin products and lower transportation costs also
contributed  to the gross margin improvement. Dur-O-Wal contributed $0.9 million
to gross  profit  in 1995  during  the two  and  one-half months  following  its
acquisition. After adjusting for the Dur-O-Wal Acquisition as if it had occurred
on  January 1, 1994, gross profit would have been $30.4 million, or 28.4% of net
sales, in 1994 compared to pro forma combined gross profit of $33.7 million,  or
29.7%  of net  sales, in  1995. However,  on a  pro forma  combined basis, gross
margin of 29.7% of net  sales in 1995 was less  than the Company's actual  gross
margin of 31.0% of net sales as masonry accessories generally have a lower gross
margin than concrete accessories.
    
 
   
    SG&A expenses, excluding amortization of goodwill and intangibles, increased
$2.0  million  from $16.7  million, or  20.3% of  net sales,  in 1994,  to $18.7
million,  or   20.1%  of   net  sales,   in  1995.   The  addition   of  a   new
service/distribution  center  in Westfield,  Massachusetts and  costs associated
with new product sales efforts  and management information systems  installation
were  the primary sources of increased  SG&A expenses. The addition of Dur-O-Wal
added $0.7 million to SG&A  expenses in 1995 from  the date of its  acquisition.
After  adjusting for the Dur-O-Wal Acquisition as  if it had occurred on January
1, 1994,  SG&A expenses,  excluding amortization  of goodwill  and  intangibles,
would  have  been  $20.6 million  in  1994.  In 1995,  pro  forma  combined SG&A
expenses,  excluding  amortization  of  goodwill  and  intangibles,  were  $21.7
million.  However, SG&A  expenses decreased  as a  percentage of  net sales from
19.2% in
    
 
                                       24
<PAGE>
   
1994, after adjusting  for the Dur-O-Wal  Acquisition as if  it had occurred  on
January  1,  1994,  to 19.1%  in  1995 on  a  pro  forma combined  basis  due to
Dur-O-Wal's having a lower ratio of SG&A expenses to net sales.
    
 
    Net interest expense decreased from $6.0 million in 1994 to $4.2 million  in
1995, primarily as a result of the 1994 Restructuring, which reduced outstanding
debt  by $33.8 million. In October 1995, the Company increased its borrowings by
$23.6 million to acquire Dur-O-Wal, which resulted in an additional $0.5 million
of interest expense from the  date of the acquisition.  On a pro forma  combined
basis, net interest expense for 1995 was $6.3 million.
 
    During  October 1995, the Company  repurchased from The Prudential Insurance
Company of America and Pruco Life Insurance Company (collectively, "Prudential")
all the  then outstanding  redeemable preferred  shares at  their $10.0  million
aggregate  redemption  value and  all the  then outstanding  Old Class  B Common
Shares for a total of $3.5 million (or  $4.00 per share) plus a payment of  $1.9
million ($1.0 million of which is payable in quarterly installments during 1996)
to  extinguish  certain  rights  of  Prudential  under  the  predecessor  to the
Shareholder Agreement (the  "Old Shareholder Agreement").  Both such  redeemable
preferred  shares  and  such  Old  Class B  Common  Shares  had  been  issued to
Prudential  in  the  1994  Restructuring  and  were  repurchased,  in  part,  to
facilitate  the Dur-O-Wal Acquisition. Under  the Old Shareholder Agreement, the
consent of  Prudential  would  have  been required  to  complete  the  Dur-O-Wal
Acquisition.  The repurchase  of such  redeemable preferred  shares was financed
through borrowings of $10 million under  the Credit Facility, which resulted  in
an  additional $0.2 million of interest expense in 1995. In connection with such
repurchase and the Dur-O-Wal Acquisition, during October 1995, the Company  also
sold  Class A Common Shares and Old Class  B Common Shares at $4.00 per share to
its existing shareholders, the holders of  its Senior Notes, certain members  of
management and new investors for net proceeds of $4.9 million.
 
    Other expense, net, of $0.9 million in 1994 represents costs associated with
an acquisition that was not completed.
 
   
    Income  tax expense was  $0.7 million, or  15.7% of income  before taxes, in
1995, reflecting the  favorable impact  of utilization  of the  majority of  the
Company's  net operating loss carryforwards to reduce the effective tax rate. On
a pro forma combined  basis, the effective  tax rate of  17.3% of income  before
taxes  exceeded the Company's historical effective tax rate of 15.7% in 1995 due
to  the  additional  non-deductible  goodwill  amortization  arising  from   the
Dur-O-Wal Acquisition.
    
 
    Income  before extraordinary item  increased by $4.4 million  from a loss of
$0.7 million  in 1994  to income  of $3.7  million in  1995 due  to the  factors
described  above. Net income decreased by $27.0 million in 1995 compared to 1994
due to the absence  of the extraordinary  gain of $31.4  million related to  the
forgiveness of debt recorded as a result of the 1994 Restructuring.
 
    COMPARISON OF YEARS ENDED DECEMBER 31, 1993 AND 1994
 
    Net  sales increased $7.1  million, or 9.4%,  from $75.2 million  in 1993 to
$82.3 million in 1994 as a result  of a moderate recovery in Heavy  Construction
activity  and, to a lesser extent, added  sales from new products. For the first
four months of 1994, net sales  were depressed due to unusually adverse  weather
conditions  throughout  the  United  States. Blizzards,  ice  storms  and floods
largely shut down  construction in some  regions. The last  eight months of  the
year  were exceptionally strong with record sales achieved by the Company in six
of these eight months. The  combination of a strong  overall market with a  slow
weather-suppressed  start for the  year resulted in sales  increases late in the
year. According to McGraw-Hill Dodge,  the total value of construction  projects
started in 1994 (excluding single family homes) increased by 11.6% from the 1993
level.
 
   
    Gross  profit increased by $4.6 million from  $19.7 million, or 26.2% of net
sales, in 1993 to $24.3 million, or 29.5% of net sales, in 1994, largely due  to
general  price  increases in  improving  economic markets,  stable  raw material
prices and a  favorable shift in  product mix. Cost  reduction and  productivity
programs  in  manufacturing  also  contributed  slightly  to  the  gross  margin
improvement.
    
 
                                       25
<PAGE>
   
    SG&A expenses, excluding amortization of goodwill and intangibles, increased
$2.1 million  from $14.6  million,  or 19.4%  of net  sales,  in 1993  to  $16.7
million,  or  20.3% of  net sales,  in 1994.  Of the  increase, $1.0  million is
attributable to  wages  and  other  direct employee  expenses,  as  the  Company
invested  in customer contact and sales  service personnel and the formula-based
incentive compensation plan grew with improved performance. Depreciation expense
accounted for $0.2 million of the increase in SG&A due to an investment in a new
management information system. In addition, the Company incurred $0.3 million in
start up costs associated with  the system installation. Promotional and  travel
expenses  increased $0.3 million, as the  Company updated catalogs, introduced a
new Spanish-language  catalog  for  sales in  Mexico  and  expanded  promotional
activities.
    
 
    Net interest expense decreased from $10.1 million, or 13.4% of net sales, in
1993  to $6.0 million,  or 7.3% of  net sales, in  1994 as a  result of the 1994
Restructuring.
 
    Net income increased to $30.7 million in 1994 compared to a net loss of $6.2
million in 1993 largely due to  the extraordinary gain of $31.4 million  related
to  the forgiveness of debt recorded as  a result of the 1994 Restructuring. The
loss before extraordinary item  decreased by $5.5 million  from $6.2 million  in
1993 to $0.7 million in 1994 due to the factors discussed above.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    The Company's capital requirements relate primarily to capital expenditures,
debt  service and the cost of  acquisitions. Historically, the Company's primary
sources of  financing  have been  cash  from operations,  borrowings  under  its
revolving  line of credit and, in 1994  and 1995, the issuance of long-term debt
and equity.
 
    Net cash  provided  by  operating  activities was  $8.2  million  for  1995.
Operating cash flow consisted of net income of $3.7 million, non-cash charges of
$4.3  million for depreciation and amortization and other changes in net working
capital of $0.2 million. Net cash used in operating activities was $3.6  million
for  the first  quarter of  1996. Uses  of operating  cash flow  included a $0.4
million net loss, seasonal  increases in receivables and  inventory of $1.5  and
$2.7  million,  respectively,  and a  decrease  in accrued  liabilities  of $1.9
million. The  drop  in  accrued  liabilities  reflects  the  payment  of  annual
incentive compensation, estimated income tax payments and a $0.5 million payment
to  former shareholders. Sources of operating cash  flow in the first quarter of
1996  included  $1.3  million  from   non-cash  charges  for  depreciation   and
amortization and $1.7 million from seasonal growth in accounts payable.
 
    At  March  29, 1996,  working capital  was $14.3  million compared  to $11.4
million at March 31, 1995. Of the increase, $1.1 million is attributable to  the
acquisition of Dur-O-Wal while $1.8 million is a result of deferred tax benefits
recognized  in the latter part  of 1995. The ratio  of current assets to current
liabilities was 1.8 to 1 at March 29, 1996 and 1.9 to 1 at March 31, 1995.
 
    The Company has an agreement in principle with the Banks to amend the Credit
Facility concurrent with,  and conditional upon,  consummation of the  Offering.
The  Amended Credit Facility will provide for  (i) a term loan (the "Term Loan")
and (ii)  a revolving  credit facility  (the "Revolving  Credit Facility").  The
Revolving  Credit Facility will  terminate in four  years, with interest options
based on  (a) Bank  One, Dayton  NA's prime  rate or  (b) LIBOR  plus an  amount
between  1.00% and 2.25%  (LIBOR plus 1.50%  if the Amended  Credit Facility had
been in place at March  29, 1996) depending on the  level of EBITDA and  certain
other  financial ratios. A commitment fee of between 0.125% and 0.375% per annum
will be payable on the  average unused amount depending  on the level of  EBITDA
and  certain other financial ratios. If the  Amended Credit Facility had been in
place at March 29,  1996, the commitment  fee would have  been 0.25% per  annum.
Amounts  available  under the  Revolving Credit  Facility will  be equal  to the
lesser of (i)  $36.5 million or  (ii) the sum  of (x) 85%  of eligible  accounts
receivable,  (y) 60%  of eligible  inventories and  (z) an  amount equal  to $10
million upon closing of the Offering,  decreasing in steps to zero on  September
30, 1997. At March 29, 1996, if the Revolving Credit Facility had been in place,
$29.7  million would have  been available thereunder, of  which $17.1 million of
borrowings would have been  outstanding. The principal amount  of the Term  Loan
will  be  the lesser  of $13.5  million or  70%  of the  appraised value  of the
Company's fixed  assets.  An appraisal  is  currently being  conducted.  If  the
 
                                       26
<PAGE>
appraised value of the Company's fixed assets were equal to the depreciated book
value  of such assets  at March 29, 1996,  the amount of the  Term Loan would be
$12.2 million. The Term  Loan will be due  in full four years  from its date  of
issuance  with mandatory quarterly principal payments of $843,750 plus interest.
The Term  Loan will  permit the  Company to  choose from  various interest  rate
options.  The Amended Credit Facility  will contain restrictive covenants which,
among other  things, will  require  the Company  to maintain  certain  specified
financial  ratios  and will  limit  the Company's  ability  to incur  debt, make
acquisitions and capital  expenditures and  pay dividends.  See "Description  of
Certain  Indebtedness." The Company intends to  draw down $19.75 million on this
facility which, with the proceeds  of the Offering, will  be used to retire  $40
million  of outstanding  Senior Notes  and to pay  a prepayment  premium of $2.4
million in connection therewith.
 
   
    Borrowing levels vary during the course  of a year based upon the  Company's
seasonal  working capital needs. The Company's  sales are highly seasonal due to
the impact of weather on the  Heavy Construction industry. Beginning at the  end
of the first quarter, the Company's sales typically increase sharply, reaching a
peak around the end of the second quarter or beginning of the third quarter. The
Company's  accounts receivable normally increase from  the beginning of the year
to the end of the third quarter.  Accounts receivable are highest in the  months
of  May through September and averaged $15.0  million during such months in 1994
and $15.7 million during such months in 1995. Accounts receivable are lowest  in
the  months of December  through February and averaged  $9.3 million during such
months in  1994  and  $10.1  million  during  such  months  in  1995  (excluding
Dur-O-Wal's  accounts receivable for December  1995). Inventory generally begins
to buildup during the middle  of the first quarter and  remains at a high  level
until  the fourth quarter. In 1994, the  average inventory was $10.4 million and
in 1995 it was $11.1 million. The average inventory turnover ratio for 1994  was
5.0  and in 1995 was  4.8. This results in a  seasonal need for working capital.
During the  fourth quarter,  sales and  working capital  typically experience  a
seasonal  decline. The maximum borrowings  outstanding under the Credit Facility
during 1995 were  $18.4 million on  October 16, 1995  immediately following  the
Dur-O-Wal  Acquisition and the repurchase of the redeemable preferred shares and
certain of  the  Old Class  B  Common  Shares. Absent  these  two  transactions,
seasonal  peak borrowings under the Credit  Facility during 1995 would have been
$3.2 million at April 14, and  July 13, 1995. Outstanding borrowings dropped  to
$13.3  million at December  31, 1995 as seasonal  working capital needs declined
and rose to $17.1 million  at March 29, 1996  as seasonal working capital  needs
increased.
    
 
    At  March  29,  1996,  the  Company  had  $39.7  million  of  long-term debt
outstanding, net of  debt discount  and excluding  the Credit  Facility, with  a
weighted  average interest rate of 12.08% and final maturities from 1999 through
2005.
 
    The Company  made $2.7  million  in capital  expenditures during  1995.  The
largest  expenditure  was  a  $1.0  million  acquisition  of  equipment  and the
associated construction of  a new  facility to house  an epoxy  coating line  in
Parsons,  Kansas. Other significant investments  in 1995 included a construction
nail stake  machine, an  automated  resistance welder  for the  concrete  paving
products   line,  equipment  for  a  new  mechanical  rebar  connector  product,
additional computers and software.
 
    The Company made $0.7 million in  capital expenditures in the first  quarter
of  1996 and has planned additional capital expenditures during the remainder of
1996 of approximately  $1.2 million  with up to  an additional  $0.6 million  in
capital  expenditures associated with the  paving acquisition completed on April
29, 1996. Major  projects include a  new truss machine  for Dur-O-Wal's  Aurora,
Illinois  plant, improved air handling and  water cooling in Miamisburg, Ohio, a
major upgrade  of the  chemical laboratory  and new  liquid chemical  production
equipment  for the  Oregon, Illinois facility  and an  additional automated side
frame machine for the concrete paving products line in Parsons, Kansas.
 
    The Company believes that  its liquidity, capital  resources and cash  flows
from  operations are  sufficient to  fund planned  capital expenditures, working
capital requirements and debt service in the absence of additional acquisitions.
 
    The Company intends to fund future  acquisitions with cash, securities or  a
combination  of cash and securities. To the extent the Company uses cash for all
or a part of any such acquisition, it expects to
 
                                       27
<PAGE>
raise such cash primarily from cash generated from operations, borrowings  under
the  Amended  Credit  Facility  or, if  feasible  and  attractive,  issuances of
long-term debt or additional Class A Common Shares. However, under the terms  of
the  Amended  Credit  Facility the  Company  will be  prohibited  from incurring
additional  debt  (subject   to  certain   exceptions)  and   from  merging   or
consolidating  with,  or acquiring  the stock  of,  any corporation  without the
consent of the Banks. In addition, the amount available under the Amended Credit
Facility will  not  be  sufficient  to finance  all  the  Company's  anticipated
acquisitions and its working capital requirements.
 
EFFECTS OF INFLATION
 
    Inflation  generally affects the Company  by increasing interest expense and
by increasing the cost of labor,  equipment and raw materials, primarily  steel.
The  Company does not  believe that inflation  has had a  material effect on the
Company's business over the past three years. In the past, the Company has  been
able  to pass along  to its customers all  or a portion of  the effects of steel
price increases by increasing selling prices or imposing cost surcharges.  There
can  be no assurance that the Company will  able to continue to pass on the cost
of such increases in the future.
 
RECENTLY ISSUED ACCOUNTING STANDARDS
 
   
    In March  1995, the  Financial Accounting  Standards Board  ("FASB")  issued
Statement of Financial Accounting Standards ("SFAS") No. 121 "Accounting for the
Impairment  of  Long-Lived  Assets and  for  Assets  to be  Disposed  Of," which
addresses the identification and measurement  of asset impairments and  requires
recognition  of impairment losses  on long-lived assets  when book values exceed
expected future cash flows. The Company was required to adopt the provisions  of
SFAS  No. 121 in the first quarter of 1996. The application of this standard did
not have a  material impact on  the Company's financial  position or results  of
operations.
    
 
   
    In  October 1995, the  FASB issued SFAS No.  123 "Accounting for Stock-Based
Compensation," which establishes new accounting and disclosure requirements  for
stock-based employee compensation plans. The Company will adopt this standard in
1996  by continuing to follow the accounting prescribed by Accounting Principles
Board Opinion No. 25 "Accounting for  Stock Issued to Employees" and  presenting
the  required pro  forma disclosures. The  application of this  standard did not
have a  material  impact on  the  Company's  financial position  or  results  of
operations.
    
 
                                       28
<PAGE>
                                    BUSINESS
 
GENERAL
 
   
    The  Company  believes it  is the  largest  North American  manufacturer and
distributor of specialized metal accessories  used in concrete construction  and
masonry  construction on  the basis  of sales.  The Company's  products are used
primarily in two segments of the construction industry: non-residential building
projects such as institutional buildings,  retail sites, commercial offices  and
manufacturing facilities; and infrastructure projects such as highways, bridges,
utilities,  water  and waste  treatment facilities  and  airport runways.  On an
historical  basis,   the  dollar   volume   of  non-residential   building   and
infrastructure construction in North America has been less cyclical than that of
single family residential construction.
    
 
    The  Company was  founded in  1924 under the  name The  Dayton Sure-Grip and
Shore Company. Following the 1982 acquisition of Superior Concrete  Accessories,
Inc.,  the Company  evolved from a  regional company to  a large, geographically
diversified firm. Between 1991 and June  1995, the Company completed four  small
acquisitions and, in October 1995, the Company acquired Dur-O-Wal, which had net
sales  of  $25.7 million  in 1995  on a  pro  forma combined  basis, for  a cash
purchase price  of  $23.6 million  (including  acquisition costs).  The  Company
believes that Dur-O-Wal is a leading manufacturer of masonry accessories and the
largest manufacturer of masonry wall reinforcement in North America on the basis
of  sales.  On  April  29,  1996, the  Company  purchased  certain  assets  of a
privately-held concrete paving products manufacturer based in Kankakee, Illinois
for a  cash purchase  price  of approximately  $5 million  (including  estimated
acquisition  costs and subject to post-closing adjustments). The Company intends
to combine the  acquired business (the  principal products of  which are  welded
dowel  assemblies and epoxy-coated  steel bar stock)  with its existing concrete
paving products business. The Company believes that, in addition to the offering
consolidation savings,  this acquisition  will enable  it to  enter certain  new
markets and to better serve existing customers in the Midwest.
 
    The  Company believes  that its  distribution system  is the  largest in its
industry, consisting of  a network of  22 Company-operated  service/distribution
centers  in the  United States  and Canada  and over  3,000 customers, including
stocking dealers, brokers, rebar fabricators, precast concrete manufacturers and
brick and concrete block manufacturers. The Company believes that its ability to
deliver quality  products  to  customers quickly  using  its  on-line  inventory
tracking  system gives it  a competitive advantage over  many of its competitors
and encourages customer loyalty. Although the Company believes it is the largest
North American  manufacturer and  distributor of  specialized metal  accessories
used  in concrete construction  and masonry construction,  the industry in which
the Company  competes  is highly  competitive  in most  product  categories  and
geographic  regions.  The Company  competes with  a  relatively small  number of
full-line national manufacturers of concrete  or masonry accessories and a  much
larger  number  of  regional  manufacturers  with  limited  product  lines.  See
"Business--Competition."
 
    The Company manufactures most of  its products at four principal  facilities
in  the United  States using,  in many  cases, high-volume,  automated equipment
designed and built or custom modified  by in-house personnel. The Company  sells
approximately 12,300 different products in two principal product lines (concrete
accessories,  which include concrete paving  products, and masonry accessories),
including products designed to hold rebar in place, support concrete  framework,
reinforce  masonry walls  and create  attachment points  on concrete  or masonry
surfaces. The  Company's  product lines,  which  the Company  believes  are  the
broadest in the industry, are marketed under the DAYTON
SUPERIOR-REGISTERED  TRADEMARK-  name in  the case  of concrete  accessories and
under  the  DUR-O-WAL-REGISTERED  TRADEMARK-  name   in  the  case  of   masonry
accessories.
 
    The Company's senior management team, which has been in place since 1989 and
averages  over 20 years of manufacturing industry  experience, is led by John A.
Ciccarelli, its  President and  Chief Executive  Officer, who  formerly was  the
President  of The Wheelabrator  Corporation, a manufacturer  of industrial blast
cleaning equipment. The Company also benefits from the experience of Matthew  O.
Diggs,   Jr.,  its   non-executive  Chairman,   particularly  with   respect  to
acquisitions and strategic direction.
 
                                       29
<PAGE>
Mr. Diggs  is the  former  President and  Chief  Executive Officer  of  Copeland
Corporation, a manufacturer of refrigerator compressors, and the former Chairman
of The Delfield Company, a manufacturer of food service equipment.
 
    The  Company  was incorporated  in 1959.  The Company's  principal executive
offices are  located at  721 Richard  Street, Miamisburg,  Ohio 45342,  and  its
telephone number is (513) 866-0711.
 
BUSINESS STRATEGY
 
    Management is seeking to implement the following business strategy, which is
designed  to build on the Company's manufacturing and distribution strengths and
scale advantages to achieve growth both through acquisitions and internally.
 
    - PURSUE STRATEGIC ACQUISITIONS.  In addition to internal growth,  including
      new  product development, the Company intends  to continue to grow through
      acquisitions. The  markets in  which  the Company  competes have  a  large
      number  of relatively small, regional manufacturers and consequently offer
      consolidation  opportunities.   The   Company  seeks   acquisitions   that
      complement  its  existing  products or  represent  product  extensions and
      primarily   focuses   its   acquisition    strategy   on   regional    and
      specialty-product  firms. The Company believes it has been able to achieve
      synergies in its  acquisitions through economies  of scale in  purchasing,
      manufacturing, marketing and distribution.
 
   
    - LEVERAGE  EXTENSIVE DISTRIBUTION SYSTEM AND DEALER NETWORK.  The Company's
      extensive  distribution  system,  broad   product  lines  and   continuing
      commitment  to customer service and quality have enabled it to attract and
      maintain the largest dealer network in its industry. The Company  utilizes
      its  distribution system and dealer network  as a platform for integrating
      acquisitions and for selling products manufactured by third parties. Sales
      of third-party  products allow  the Company  to utilize  its  distribution
      system  to increase sales without  making significant capital investments.
      The Company estimates that net sales of third party products accounted for
      approximately $18.5 million of  the Company's net sales  in 1995 on a  pro
      forma combined basis.
    
 
    - UTILIZE CUSTOMIZED AUTOMATED MANUFACTURING EQUIPMENT.  The Company designs
      and builds or custom modifies much of the high-volume, automated equipment
      it  uses  to manufacture  metal concrete  accessories and  concrete paving
      products. To  develop this  equipment, it  employs a  team of  experienced
      manufacturing engineers and tool and die makers. The Company believes that
      its  customized automated manufacturing equipment provides it with several
      competitive  advantages  relative  to   its  competitors,  including   (i)
      significantly  greater productivity,  (ii) lower  capital equipment costs,
      (iii) lower scrap rates, (iv)  higher product quality, (v) faster  product
      changeover times and (vi) lower inventory levels.
 
   
    - DEVELOP  NEW PRODUCTS.  The Company  has a new product development program
      built around its marketing, engineering and manufacturing personnel.  This
      program  establishes goals  for, and  tracks the  success of,  new product
      development in each project group. The Company estimates that new products
      introduced in the last  five years (three years,  in the case of  chemical
      products),  including  new products  introduced  by Dur-O-Wal  during such
      period, accounted  for approximately  $6.5 million  of the  Company's  net
      sales in 1995 on a pro forma combined basis.
    
 
    - OFFER  BROAD PRODUCT  LINE.  The  Company believes it  offers the broadest
      product  line  in   metal  accessories  for   the  concrete  and   masonry
      construction  industry  in  North America,  providing  its  customers with
      products  designed  to  meet  a  wide  variety  of  concrete  and  masonry
      construction  needs. The Company  believes that its  customers' ability to
      order a wide range of products from the Company enhances its sales.
 
THE INDUSTRY
 
    The  Company's  products  are  used   primarily  in  two  segments  of   the
construction  industry: non-residential building projects, such as institutional
buildings, retail sites,  commercial offices and  manufacturing facilities;  and
infrastructure  projects, such as highways,  bridges, utilities, water and waste
treatment facilities and airport runways.  The Company's products are also  used
in multi-family residential
 
                                       30
<PAGE>
   
construction  such as  apartments, condominiums and  multi-family homes. Because
the Company's products are  sold primarily through  its distribution system  and
dealer  network rather than directly to  end-users, the Company cannot determine
precisely the  percentages of  its  sales made  to  individual segments  of  the
construction  industry. However, certain  of the Company's  products can only be
used or  are  predominantly  used  only in  particular  segments  of  the  Heavy
Construction  industry. In addition the Company  conducted an informal survey of
its customers in 1992 with respect to the end-use of selected product lines  and
updated  the survey in 1994.  Based on the survey,  an analysis of the potential
uses for its products, discussions with customers and management's knowledge  of
the  construction industry, the Company  estimates that (i) less  than 1% of its
net sales are made to the  single family residential construction segment,  (ii)
less  than  10%  of its  net  sales  are made  to  the  multi-family residential
construction segment, (iii) approximately 35% of  its net sales are made to  the
infrastructure  segment and (iv) the  majority of its net  sales are made to the
non-residential building construction segment.
    
 
   
    The Company believes that approximately 90% of its net sales are made to the
non-residential  building  and  infrastructure  segments  of  the   construction
industry  which  made up  approximately 55%  of  the United  States construction
industry in 1994  (with the  remainder consisting of  single family  residential
construction    (40%)   and   multi-family   residential   construction   (5%)).
Historically, based  upon  the  dollar  volume  of  contracts  awarded  for  new
construction  starts, infrastructure, non-residential  building and multi-family
residential construction, taken  together, have been  less cyclical than  single
family  residential construction.  The chart  below shows  the annual percentage
change in the total  dollar value of construction  contracts started during  the
years  1968 to 1995 for single family residential construction and for all other
types of construction, excluding single family residential construction.
    
 
                       DOLLAR VOLUME OF CONTRACTS AWARDED
                            Annual Percentage Change
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
 CHANGE FROM PREVIOUS YEAR     HEAVY CONSTRUCTION   SINGLE FAMILY RESIDENTIAL
<S>                           <C>                   <C>
68                                             14%                          9%
69                                             16%                         -4%
70                                              2%                         -4%
71                                             10%                         41%
72                                              8%                         29%
73                                             13%                          0%
74                                             -3%                        -17%
75                                             -4%                          9%
76                                             12%                         43%
77                                             22%                         40%
78                                             11%                         19%
79                                             15%                         -8%
80                                             -5%                        -23%
81                                              8%                         -8%
82                                              0%                         -2%
83                                             10%                         65%
84                                             12%                          7%
85                                             13%                          3%
86                                              0%                         20%
87                                              4%                          4%
88                                             -1%                          6%
89                                              5%                          1%
90                                             -8%                        -11%
91                                             -9%                         -1%
92                                              2%                         22%
93                                              5%                         12%
94                                             12%                          6%
95E                                             7%                         -8%
96P                                             2%                          7%
</TABLE>
 
- ------------------------
 
Source: McGraw-Hill Dodge
 
    Management believes that the 1980s were an unusually active period for  real
estate  development. Debt  financing was readily  available, due in  part to the
expansion of savings and  loan associations into this  area. Equity capital  was
abundant,  due in  part to  pre-1986 tax laws  that allowed  investors to offset
ordinary income with tax losses from real estate investments. Real estate values
expanded rapidly, reflecting general increases in price levels during the  1970s
and  1980s as well as growth in household formation due to the maturation of the
"Baby Boom" generation.
 
    The construction industry  suffered a sharp  decline in 1990  and 1991  with
overall  demand for  Heavy Construction  declining by  16.4% during  the 1990-91
recession (as defined by the National Bureau of
 
                                       31
<PAGE>
Economic Research),  compared  with an  average  decline  of 1.8%  in  the  five
recessions  (as defined by the National Bureau of Economic Research) experienced
during the  25 years  prior to  that period.  See "Management's  Discussion  and
Analysis  of Financial Condition and Results of Operations" for a description of
the impact of this sharp decline on the Company. The decline in 1990-91 was  due
to the combined impact of a cyclical recession with other factors, including the
impact  of the 1986 Tax Reform Act, passage of the Financial Institutions Reform
Recovery and  Enforcement  Act  of  1989  ("FIRREA")  and  a  slow-down  in  the
decade-long  period  of  what  many regarded  as  speculative  overbuilding. The
changes in  the  tax  laws in  1986  and  changes in  regulatory  standards  for
oversight  of financial institutions in 1989 brought about by FIRREA reduced the
availability of capital for investment in commercial developments and,  combined
with  a normal,  cyclical downturn  in the economy,  had the  effect of severely
reducing the level of construction activity at the end of the 1980s.
 
    NON-RESIDENTIAL   BUILDING   CONSTRUCTION.       Non-residential    building
construction  includes projects  such as institutional  buildings, retail sites,
commercial offices and manufacturing facilities. The Company estimates that  its
sales  to this  segment of the  industry account for  more than half  of its net
sales. The graph below contains  data for non-residential building  construction
and   its   two  segments,   commercial   and  manufacturing   construction  and
institutional construction.
 
                     NON-RESIDENTIAL BUILDING CONSTRUCTION
                       DOLLAR VOLUME OF CONTRACTS AWARDED
                            (in billions of dollars)
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
 NON-RESIDENTIAL    COMMERCIAL & INDUSTRIAL   INSTITUTIONAL
<S>                <C>                        <C>
67                                    $10.40           11.6
68                                    $12.00           12.3
69                                    $14.70           13.5
70                                    $13.60           13.2
71                                    $13.50           14.7
72                                    $16.20           13.2
73                                    $19.80           14.4
74                                    $18.50           16.2
75                                    $16.70           15.9
76                                    $15.60           15.7
77                                    $20.30           16.6
78                                    $31.50           15.9
79                                    $34.70           18.8
80                                    $36.90             20
81                                    $44.50             21
82                                    $41.80           22.8
83                                    $43.70           24.2
84                                    $56.20           25.9
85                                    $62.80           29.5
86                                    $59.70           31.9
87                                    $62.30           36.5
88                                    $61.10           36.8
89                                    $66.30           39.8
90                                    $53.20           42.2
91                                    $41.00           45.3
92                                    $41.70           45.4
93                                    $43.20           45.5
94                                    $51.50           49.5
95                                    $57.60           51.7
</TABLE>
 
- ------------------------
Source: McGraw-Hill Dodge
(1) Compounded annual growth rate for the period from 1967 through projected
1995
 
                                       32
<PAGE>
   
    Certain  sectors within this segment  of the construction industry generally
have experienced more stable  historical growth, while  other sectors have  been
affected  more  by  cyclical  trends. The  less  cyclical  portion, representing
institutional projects (such  as government buildings,  schools and  hospitals),
shares  certain  similarities with  infrastructure  construction as  its funding
sources  are  somewhat   independent  of  the   general  economy.  Funding   for
construction  of schools and hospitals typically  comes from bond issues or real
estate taxes.
    
 
    The more  cyclical portion  of  this segment  includes the  construction  of
commercial offices, commercial retail sites and industrial buildings. Commercial
office  construction was very active  in the mid-1980's due,  in part, to strong
tax inducements and the wide availability of debt and equity capital to  finance
commercial  development projects. Changes in the tax laws in 1986 and changes in
regulatory  standards   for  oversight   of  financial   institutions  in   1989
dramatically  reduced the availability  of capital for  investment in commercial
developments, and construction decreased accordingly.
 
    INFRASTRUCTURE CONSTRUCTION.  This segment  is comprised of construction  of
highways,  bridges, utilities, water and  waste treatment facilities and airport
runways. The Company estimates  that its sales to  this segment of the  industry
account  for  approximately 35%  of  the Company's  net  sales. The  graph below
illustrates the historical trends in this segment of the construction industry.
 
                          INFRASTRUCTURE CONSTRUCTION
                       DOLLAR VOLUME OF CONTRACTS AWARDED
                            (in billions of dollars)
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
               INFRASTRUCTURE
<S>            <C>
1967                     12.9
1968                     13.8
1969                     15.7
1970                     17.9
1971                     18.2
1972                     18.7
1973                     21.6
1974                       25
1975                     28.4
1976                     35.8
1977                     43.2
1978                       40
1979                     45.5
1980                     34.5
1981                     35.4
1982                     37.5
1983                     37.8
1984                     36.9
1985                     41.4
1986                     42.1
1987                     46.1
1988                     48.1
1989                       49
1990                     49.7
1991                     50.2
1992                     54.6
1993                     58.9
1994                     61.4
1995 Prelim              63.8
</TABLE>
 
- ------------------------
Source: McGraw-Hill Dodge
(1) Compound annual growth rate for the period from 1967 through projected 1995.
 
    Compared to  other segments  of  the construction  industry,  infrastructure
construction  is less dependent  on general economic  conditions, as funding for
infrastructure projects often comes  from federal, state  and local taxes,  user
taxes,  gasoline  taxes and  bond issues.  In certain  instances, infrastructure
spending has  increased notwithstanding  a soft  economy, as  local and  federal
governments  attempted to offset recessionary trends.  There can be no assurance
that  such   increases  will   be  repeated   in  future   recessionary   times.
Infrastructure  construction  remained  relatively  constant  during  the 1980s,
reflecting continued  construction of  the  Federal Highway  System as  well  as
implementation  of  federal  water  quality  standards  and  continuing  airport
expansion.  The  Intermodal  Surface  Transportation  Efficiency  Act  of   1991
("ISTEA")  authorized up to  $155 billion of  federal funding for transportation
projects for 1992 through 1997.
 
    MULTI-FAMILY RESIDENTIAL  CONSTRUCTION.   This segment  of the  construction
industry  consists of apartment, condominium and multi-family home construction.
The Company estimates that its sales to this
 
                                       33
<PAGE>
segment of  the industry  account for  less than  10% of  its net  sales.  After
reaching   a  peak  in  1985,  multi-family  residential  construction  declined
dramatically, declining by more  than two thirds by  1992. Since 1992,  spending
has increased modestly, but remains below the levels achieved during much of the
1980s.
 
                     MULTI-FAMILY RESIDENTIAL CONSTRUCTION
                       DOLLAR VOLUME OF CONTRACTS AWARDED
                            (in billions of dollars)
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
           MULTI-FAMILY
<S>        <C>
67                 $4.80
68                 $7.00
69                 $8.30
70                 $8.40
71                $12.20
72                $15.60
73                $15.70
74                 $9.20
75                 $5.30
76                 $7.20
77                $10.80
78                $13.60
79                $17.30
80                $18.80
81                $18.00
82                $17.40
83                $26.30
84                $28.90
85                $33.10
86                $32.10
87                $27.50
88                $24.00
89                $22.80
90                $17.50
91                $12.40
92                $10.00
93                $11.40
94                $15.00
95                $17.40
</TABLE>
 
- ------------------------
Source: McGraw-Hill Dodge
(1) Compound annual growth rate for the period from 1967 through projected 1995.
 
ACQUISITIONS
 
    In  addition  to internal  growth,  including new  product  development, the
Company intends to continue to grow  through acquisitions. The markets in  which
the  Company competes are generally fragmented with a large number of relatively
small, privately held regional manufacturers. The Company believes these markets
offer a number of  consolidation opportunities and  is focusing its  acquisition
strategy  primarily on regional  and specialty product  firms. The Company seeks
acquisitions that  complement  or  extend  its  existing  product  lines,  offer
compatibility   in  customers   or  in   manufacturing  processes,   add  strong
manufacturing or product technology or provide access to new market segments  or
proprietary products.
 
    Since 1990, the Company has completed four small asset acquisitions, as well
as  the acquisition of Dur-O-Wal in  1995 which the Company believes established
it as a leading manufacturer of masonry accessories and the largest manufacturer
of masonry  wall  reinforcement in  North  America on  the  basis of  sales.  In
addition, on April 29, 1996, the Company purchased certain assets of a privately
held  concrete paving  products manufacturer based  in Kankakee,  Illinois for a
cash purchase price of approximately $5 million (including estimated acquisition
costs and subject to post-closing  adjustments). The Company intends to  combine
the  acquired  business  (the  principal  products  of  which  are  welded dowel
assemblies and epoxy-coated steel bar  stock) with its existing concrete  paving
products   business.  The  Company  believes   that,  in  addition  to  offering
consolidation savings,  this acquisition  will enable  it to  enter certain  new
markets  and to better serve existing customers  in the Midwest. The table below
 
                                       34
<PAGE>
indicates the  principal strategic  benefits that  the Company  believes it  has
achieved or will achieve with respect to each acquisition. The Company used cash
from  operations and borrowings on  its line of credit  to make the acquisitions
listed in the table below.
 
   
<TABLE>
<CAPTION>
  YEAR     ACQUISITION         CASH PURCHASE PRICE  BUSINESS                         STRATEGIC BENEFITS
- ---------  ------------------  -------------------  -------------------------------  -------------------------------
<C>        <S>                 <C>                  <C>                              <C>
     1996  Paving products     $5 million(1)        - Regional manufacturer of       - Increases presence in the
            manufacturer                              concrete paving products         Midwest paving market;
                                                                                       permits consolidation of
                                                                                       manufacturing facilities.
     1995  Dur-O-Wal           $23.6 million(2)     - Leading manufacturer of        - Established the Company as a
                                                      masonry accessories              leader in the masonry
                                                                                       accessories market; increased
                                                                                       raw material purchasing
                                                                                       power; permitted
                                                                                       consolidation of distribution
                                                                                       facilities.
     1995  C&B Construction    $150,000             - Regional manufacturer of       - Introduced a new line of
            Supplies, Inc.                            textured and profiled liners     concrete formliners for sale
                                                      for concrete forms               through the Company's
                                                                                       distribution system.
     1994  Alpha Rebar         $67,000              - Regional manufacturer of       - Increased presence in the
            Company, Inc.                             paving products                  paving market in Texas and
                                                                                       the surrounding region;
                                                                                       permitted consolidation of
                                                                                       manufacturing facilities.
     1992  Jois Plastics       $75,000              - Regional manufacturer of       - Introduced a new line of
                                                      plastic bar supports             plastic bar supports for sale
                                                                                       through the Company's
                                                                                       distribution system.
     1991  UBS                 $200,000             - Regional manufacturer of       - Increased presence in the
                                                      metal bar supports               Northeast region; permitted
                                                                                       consolidation of
                                                                                       manufacturing facilities.
</TABLE>
    
 
- ------------------------------
(1) Includes estimated acquisition costs and subject to post-closing
adjustments.
(2) Includes acquisition costs.
 
PRODUCTS
 
   
    Although almost  all of  the  Company's products  are  used in  concrete  or
masonry construction, the function and nature of the products differ widely. The
Company currently offers more than 12,300 different items and believes its brand
names  DAYTON SUPERIOR-Registered Trademark- and DUR-O-WAL-Registered Trademark-
are widely  recognized in  the construction  industry. The  Company  continually
attempts  to increase  the number  of products  it offers  by using  two product
development teams  to  introduce  new products  and  refine  existing  products.
Between  1990 and  1995, the  Company estimates that  net sales  of new products
developed within  the prior  five years  (three years  in the  case of  chemical
products)  increased  from  approximately  $3.5  million  to  approximately $5.5
million including  new  products  introduced by  Dur-O-Wal  during  such  period
(approximately $6.5 million on a pro forma combined basis).
    
 
                                       35
<PAGE>
    The  Company's 1995 net sales  of its two principal  product lines, on a pro
forma combined basis, were as follows:
 
               PRO FORMA COMBINED 1995 NET SALES BY PRODUCT LINE
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
     (100% = $113.7 MILLION)
<S>                                <C>
Masonary Accessories                   22.6%
Concrete Accessories (including        77.4%
concrete paving products)
</TABLE>
 
   
    CONCRETE ACCESSORIES (INCLUDING  CONCRETE PAVING PRODUCTS).   The  Company's
concrete  accessories products are comprised primarily of wall-forming products,
concrete paving  products,  bridge  deck products,  bar  supports,  precast  and
prestressed  concrete construction  products, tilt-up  construction products and
chemicals used in concrete construction. Sales of concrete accessories accounted
for approximately $88.0 million, or  77.4%, of the net  sales of the Company  in
1995  on a  pro forma  combined basis.  The Company  estimates that wall-forming
products and concrete paving products each accounted for approximately one fifth
of its concrete accessories sales on a pro forma combined basis in 1995.
    
 
    Wall-forming products, such as snap ties, coil ties, she bolts and he bolts,
are used in  the fabrication of  job-built and prefabricated  modular forms  for
poured-in-place  concrete walls. The products, which generally are not reusable,
are made of wire or plastic (or  a combination of both materials) and  generally
are manufactured by the Company on customized high-speed automatic equipment.
 
    The  Company's concrete  paving products  consist primarily  of welded dowel
assemblies and dowel baskets used to transfer dynamic loads between two adjacent
slabs of concrete roadway. Concrete paving products are used in the construction
and rehabilitation of roads, highways and airport runways to extend the life  of
the  pavement. The Company  manufactures welded dowel  assembles primarily using
automated and semi-automatic equipment.
 
   
    Bridge deck  products (used  to  support the  formwork of  bridges)  include
hangers  and sidewalk  overhang brackets (used  to support the  formwork used by
contractors in the construction  and rehabilitation of  bridges), coil nuts  and
bolts, haunch carriers, screen supports and cast wing nuts.
    
 
    Bar  supports  are  non-structural  metal  or  plastic  accessories  used to
position rebar within a horizontal slab or form to be filled with concrete.  Bar
supports  often are plastic or epoxy coated, galvanized or equipped with plastic
tips to prevent  creating a  conduit for corrosion  of the  embedded rebar.  The
Company  sells more than  100 basic types of  bar supports in  a wide variety of
standard and custom sizes and finishes.
 
    Precast and  prestressed concrete  construction products,  such as  anchors,
inserts,  holddowns  and  pushdowns,  are used  in  the  manufacture  of precast
concrete panels and prestressed concrete  beams and structural members.  Precast
concrete  panels and  prestressed concrete  beams are  fabricated away  from the
construction site and  transported to  the site for  erection. Precast  concrete
panels  are used  in the construction  of prisons, freeway  sound barrier walls,
external building facades and other similar
 
                                       36
<PAGE>
applications. Prestressed concrete  beams use  multiple strands  of steel  cable
under  tension  embedded in  a  concrete beam  to  provide rigidity  and bearing
strength, and often are used in the construction of bridges, parking garages and
other applications where long, unsupported spans are required.
 
    The Company  offers  a  complete  line  of  inserts,  lifting  hardware  and
adjustable  beams  used in  the  tilt-up method  of  construction, in  which the
concrete floor  slab is  used as  part of  a form  for casting  the walls  of  a
building.  After the cast walls have hardened on the floor slab, a crane is used
to "tilt up" the walls, which then are braced in place until they are secured to
the rest of the structure. Tilt-up construction generally is considered to be  a
faster   method   of   constructing   low-rise   buildings   than   conventional
poured-in-place concrete construction.
 
    The Company  also manufactures  or distributes  chemicals used  in  concrete
construction,  including  form coatings,  bond  breakers, curing  agents, liquid
hardeners, sealers,  water  repellents,  bonding  agents,  epoxy  grouts,  floor
hardeners, patching cements, self-leveling floor under-layments and coatings. In
1995,  the Company  manufactured approximately 80%  of the  chemical products it
sold (with the  remainder being purchased  from third-party manufacturers  under
private  label  programs). The  Company believes  that it  is currently  a minor
competitor in the approximately  $1 billion North  American market for  concrete
construction chemicals.
 
   
    MASONRY  ACCESSORIES.    The  Company's  masonry  accessories  product  line
consists primarily  of  masonry  wall reinforcement  ("MWR")  products,  masonry
anchors  and  other accessories  used in  masonry construction  and restoration.
These products are manufactured  and sold primarily  by the Company's  Dur-O-Wal
subsidiary.  Sales  of  masonry accessories  accounted  for  approximately $25.7
million, or 22.6%,  of the  net sales  of the  Company in  1995 on  a pro  forma
combined basis.
    
 
    The  Company believes that it is the largest manufacturer of MWR products in
North America on the  basis of sales.  MWR products are  wire products that  are
placed  between courses of  masonry and covered  with mortar to  add tensile and
structural strength to masonry walls in order to control shrinkage and cracking,
to provide the principal horizontal  reinforcement in engineered masonry  walls,
to  bond masonry  wythes (single thicknesses  of brick) in  composite and cavity
walls, to  reinforce stack  bond masonry  and to  bond intersecting  walls.  The
products  improve the  performance and longevity  of masonry  walls by providing
crack control, greater elasticity, higher ductility to withstand seismic  shocks
and better resistance to rain penetration.
 
    The  Company  is one  of only  two  manufacturers of  MWR products  with the
in-house ability  to  produce  hot-dipped zinc  galvanized  finishes.  "Hot-dip"
galvanizing  occurs after products are fabricated and requires skilled personnel
and special  systems to  prevent  the products  from  adhering to  one  another.
Hot-dipped  galvanized finishes  are considered  to provide  superior protection
against corrosion compared to mill-galvanized  finishes, which are added by  the
manufacturer  of the wire from  which MWR products are  fabricated. As a result,
products with hot-dipped  galvanized finishes  generally are sold  at a  premium
compared  to mill-galvanized products  and at greater  profit margins. In recent
years, model building codes in a number  of the regions of the country in  which
masonry  construction is  used have  been amended  to require  use of hot-dipped
galvanized MWR  products.  The  Company  also  manufactures  MWR  products  with
mill-galvanized finishes.
 
    The Company sells other masonry accessories such as wall ties, which connect
masonry  to  masonry; masonry  anchors, which  connect  masonry to  the building
structure; stone anchors, which attach building stone (generally ornamental)  to
the  structural frame of a building; restoration products, which are anchors and
ties used in the  restoration of existing masonry  construction and for  seismic
retrofitting  of existing brick veneer  surfaces; and moisture control products,
such as flashing and vents, which control the flow of moisture in cavity walls.
 
DISTRIBUTION
 
    The  Company   distributes   its   products   through   a   system   of   22
service/distribution centers located in the continental United States and in two
Canadian  provinces.  Of  these centers,  15  are dedicated  principally  to the
distribution of  concrete accessories,  five are  dedicated principally  to  the
distribution of
 
                                       37
<PAGE>
masonry accessories and two carry both concrete and masonry accessories. Most of
the  Company's products are shipped to the service/distribution centers from the
Company's four  principal  manufacturing  plants; however,  a  majority  of  the
centers  also  are  able to  produce  smaller  batches of  some  products  on an
as-needed basis  and to  fill rush  orders. In  late 1995  and early  1996,  the
Company  consolidated  two  Dur-O-Wal service/distribution  centers  in Toronto,
Ontario and Birmingham, Alabama into  the Company's existing centers in  Toronto
and Birmingham. The Company believes that its extensive distribution system is a
key element in providing customer service and timely delivery.
 
    The  Company  has an  on-line inventory  tracking  system which  enables the
Company's  customer  service  representatives  to  identify,  reserve  and  ship
inventory quickly from any Company location in response to telephone orders. The
system  provides the Company with a  key competitive advantage since its service
representatives are able  to answer  customer questions  about availability  and
shipping  dates while still on the telephone,  rather than calling back with the
information.
 
   
    The Company primarily uses third-party common carriers to ship its products.
In 1995, the Company spent  over $9 million on a  pro forma combined basis  with
third-party  common carriers. A study commissioned  by the Company and completed
in January 1996 indicated that annual savings in the Company's freight  expenses
of  approximately $0.5 million may be  achieved through the consolidation of the
carrier base, institution of a zone billing structure for freight and  handling,
and the establishment of a corporate freight management function. The Company is
in  the process of implementing these recommendations. There can be no assurance
that such  savings  can be  achieved  or that  the  level of  potential  savings
projected is correct.
    
 
   
    In  addition, the Company utilizes its  distribution system to sell products
which are manufactured by third parties.  These products usually are sold  under
the  Company's name, and often are produced  for it on an exclusive basis. Sales
of third-party products allow the Company to utilize its distribution network to
increase sales  without  making  significant capital  investments.  The  Company
estimates  that  net  sales  of third-party  products  were  approximately $18.5
million in 1995 on a pro forma combined basis.
    
 
CUSTOMERS
 
    The Company has  over 3,000  customers, consisting  principally of  stocking
dealers,   brokers,   rebar  fabricators,   precast  and   prestressed  concrete
manufacturers and brick and concrete  block manufacturers. The Company  believes
that over 95% of its customers purchase its products for resale, including those
that  incorporate  the  Company's  products into  products  manufactured  by the
customer. The  Company's  customer  base  is  geographically  diverse,  with  no
customer  accounting  for more  than 5%  of net  sales  in 1995  on a  pro forma
combined basis and with the largest  ten customers accounting for less than  16%
of  net sales in 1995 on a pro forma combined basis. The Company's sales are not
concentrated in any  particular geographic  region. Customers  who purchase  the
Company's  products  for resale  generally do  not  sell the  Company's products
exclusively.
 
    The Company has instituted a certified dealer program for dealers who handle
its tilt-up  construction  products. This  program  was established  to  educate
dealers  in the proper use of the  Company's tilt-up products and to assist them
in providing  engineering assistance  to customers.  Certified dealers  are  not
permitted  to  carry other  manufacturers' tilt-up  products, which  the Company
believes are incompatible with those sold  by the Company and, for that  reason,
could  be unsafe if used with the  Company's products. The Company currently has
51 certified dealers  of tilt-up  construction products,  each of  which has  an
exclusive territory in which it is the only dealer certified by the Company.
 
SALES AND MARKETING
 
   
    The Company employs approximately 100 sales and marketing personnel, of whom
approximately  one-third  are  salesmen  and  two-thirds  are  customer  service
representatives. Sales  and  marketing  personnel  are located  in  all  of  the
Company's  service/distribution centers. The Company believes  that it is one of
the few manufacturers  in the  concrete and masonry  accessories industry  whose
sales  representatives routinely call on architects and engineers to promote new
products and techniques, in
    
 
                                       38
<PAGE>
recognition of the influence that these professionals can have in the  selection
of  the Company's products for their  projects. Company representatives also are
active in many concrete  and masonry construction  industry technical and  trade
groups.
 
    The  Company  produces  product  catalogs  and  promotional  materials  that
illustrate certain construction techniques in  which the Company's products  can
be  used to solve typical construction  problems. These materials are often used
by contractors  as reference  sources at  construction sites.  The Company  also
promotes its products through seminars and other customer education efforts.
 
MANUFACTURING
 
   
    The  Company estimates  that sales of  products manufactured  by the Company
accounted for approximately 83% of its net sales in 1995 on a pro forma combined
basis. Most products are manufactured at five principal facilities in the United
States, although a majority of the Company's 22 service/ distribution facilities
can produce  smaller lots  of some  products. The  Company's production  volumes
enable  it to design and build or custom modify much of the equipment it uses to
manufacture metal concrete  accessories and  concrete paving  products, using  a
team  of  experienced  manufacturing  engineers  and  tool  and  die  makers. By
developing its  own automatic  high-speed manufacturing  equipment, the  Company
believes  that  it generally  has  achieved significantly  greater productivity,
lower capital equipment costs, lower scrap rates, higher product quality, faster
product  changeover  times  and  lower   inventory  levels  than  most  of   its
competitors. In addition, Dur-O-Wal's ability to "hot-dip" galvanize products at
its  Aurora, Illinois manufacturing facility provides  it with an advantage over
most competitors manufacturing MWR products, who lack this internal  capability.
The  Company generally operates its manufacturing facilities two shifts per day,
five days per week (six  days per week during peak  months), with the number  of
employees increasing or decreasing as necessary to satisfy demand.
    
 
RAW MATERIALS
 
    The  Company's principal raw  materials are steel  wire rod, metal stampings
and flat steel, cement and cementitious ingredients, liquid chemicals, zinc  and
injection-molded  plastic parts.  The Company currently  purchases products from
over 100 vendors and  is not dependent  on any single vendor  or small group  of
vendors  for any material portion  of its purchases. The  costs of raw materials
average approximately 70% of the Company's cost of goods sold.
 
    Steel accounts for more than  a third of the  Company's total cost of  goods
sold.  In non-recessionary periods, the Company has  been able to pass along raw
material cost increases to its customers. For example, in 1994, the Company  put
in place cost surcharges to pass along higher steel costs to its customers.
 
COMPETITION
 
    Although  the Company believes it is the largest North American manufacturer
and distributor of specialized metal  accessories used in concrete  construction
and  masonry construction, the industry in  which the Company competes is highly
competitive in  most  product categories  and  geographic regions.  The  Company
competes  with a relatively small number  of full-line national manufacturers of
concrete  or  masonry  accessories  and   a  much  larger  number  of   regional
manufacturers and manufacturers with limited product lines. The Company believes
that  competition  is  largely based  on,  among other  things,  price, quality,
breadth of product  lines, distribution capabilities  (including quick  delivery
times)  and customer service. In certain circumstances, due primarily to factors
such as freight rates,  quick delivery times and  customer preference for  local
suppliers,  certain manufacturers and suppliers may have a competitive advantage
over the Company in a given region. The Company believes that its size  provides
it with certain advantages of scale in both distribution and production relative
to its competitors.
 
PATENTS AND TRADEMARKS
 
    The  Company sells  most products  under the  registered trade  names DAYTON
SUPERIOR-Registered Trademark-  and DUR-O-WAL-Registered  Trademark-, which  the
Company  believes  are  widely  recognized  in  the  construction  industry and,
therefore, important to its business. Although certain of the Company's products
(and components thereof) are protected by patents, the Company does not  believe
these patents are material to its business.
 
                                       39
<PAGE>
FACILITIES
 
    The   Company's  corporate   headquarters  are  located   at  its  principal
manufacturing plant in Miamisburg, Ohio. The Company's principal facilities  are
located throughout North America, as follows:
 
<TABLE>
<CAPTION>
                                                                                 SIZE (SQ.
LOCATION                                   USE                  LEASED/OWNED        FT.)
- ---------------------------  --------------------------------  ---------------  ------------
<S>                          <C>                               <C>              <C>
Miamisburg, Ohio...........  Manufacturing,                           Owned         126,000
                             Service/Distribution
                             and Corporate Headquarters
Kankakee, Illinois.........  Manufacturing and Service/              Leased         107,990
                             Distribution
Aurora, Illinois...........  Manufacturing and Service/               Owned         104,000
                             Distribution
Parsons, Kansas............  Manufacturing and Service/               Owned          98,250
                             Distribution
Parker, Arizona............  Manufacturing and Service/              Leased          60,000
                             Distribution
Birmingham, Alabama........  Service/Distribution                    Leased          55,000
Seattle, Washington........  Service/Distribution                    Leased          42,825
Santa Fe Springs,            Service/Distribution                    Leased          40,000
 California................
Toronto, Ontario...........  Service/Distribution                    Leased          40,000
Oregon, Illinois...........  Service/Distribution                     Owned          39,000
Folcroft, Pennsylvania.....  Service/Distribution                     Owned          32,000
Baltimore, Maryland........  Service/Distribution                     Owned          30,000
Houston, Texas.............  Service/Distribution                    Leased          28,474
Dallas, Texas(1)...........  Service/Distribution                     Owned          22,000
Orlando, Florida...........  Service/Distribution                    Leased          20,000
Westfield, Massachusetts...  Service/Distribution                    Leased          20,000
Denver, Colorado(1)........  Service/Distribution                    Leased          20,000
Denver, Colorado(1)........  Service/Distribution                    Leased          19,800
Hialeah Gardens, Florida...  Service/Distribution                    Leased          19,300
Rushsylvania, Ohio.........  Manufacturing                            Owned          12,000
Montreal, Quebec...........  Service/Distribution                    Leased          11,000
Dallas, Texas(1)...........  Service/Distribution                    Leased          10,000
Mesa, Arizona..............  Service/Distribution                    Leased          10,000
Arlington Heights,           Dur-O-Wal Headquarters                  Leased           5,000
 Illinois..................
</TABLE>
 
(1)  The Company intends to consolidate its  facilities in these cities when the
    leases expire.
 
    The Company believes that its facilities provide adequate manufacturing  and
distribution  capacity for its needs. The Company  also believes that all of the
leases were entered into on market terms.
 
EMPLOYEES
 
    The Company employs approximately 238 salaried and 600 hourly personnel,  of
whom  approximately  300  of  the  hourly personnel  and  five  of  the salaried
personnel  are  represented  by  labor   unions.  Employees  at  the   Company's
Miamisburg,  Ohio; Parsons, Kansas and Aurora, Illinois manufacturing facilities
and its  service/distribution  centers  in  Baltimore,  Maryland  and  Santa  Fe
Springs,  California are covered  by collective bargaining  agreements. In 1995,
the Company renewed the collective bargaining agreement covering the  Miamisburg
facility for six years and reopened the collective bargaining agreement covering
the Parsons facility (with two years remaining), extending that agreement for an
additional three years so that it now expires in 2000. The collective bargaining
agreement  covering  the  Aurora,  Illinois facility  expires  in  1998  and the
agreement covering  the  Baltimore,  Maryland  facility  expires  in  2001.  The
collective  bargaining  agreement that  covers  five salaried  employees  at the
Company's Santa Fe Springs facility expires in 1996. Twelve hourly employees  in
Santa  Fe Springs are covered by a separate agreement which expires in 1997. The
Company believes that it has satisfactory employee and labor relations.
 
                                       40
<PAGE>
ENVIRONMENTAL COMPLIANCE
 
    The Company is  subject to  regulation under various  and changing  federal,
state and local laws and regulations relating to the environment and to employee
safety   and  health.  These  environmental  laws  and  regulations  govern  the
generation,  storage,   transportation,  disposal   and  emission   of   various
substances.  Permits  are  required  for  operation  of  the  Company's business
(particularly air emission permits), and  these permits are subject to  renewal,
modification  and, in  certain circumstances,  revocation. The  Company believes
that it is in substantial compliance with such laws and permitting requirements.
The Company is also  subject to regulation under  various and changing  federal,
state  and  local laws  and regulations  which  allow regulatory  authorities to
compel (or seek reimbursement for) cleanup of environmental contamination at its
own sites and at facilities where its waste is or has been disposed.
 
    The Company  expects  to  incur  on-going capital  and  operating  costs  to
maintain   compliance   with   currently  applicable   environmental   laws  and
regulations. The Company  does not expect  such costs, in  the aggregate, to  be
material to its financial condition, results of operations or liquidity.
 
LEGAL PROCEEDINGS
 
    The Company does not believe that there are any pending legal proceedings to
which  the Company  or any of  its subsidiaries  is a party  which, if adversely
determined, would have a material adverse effect on the Company.
 
                                       41
<PAGE>
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
    The table below sets forth the names, ages as of the date of this Prospectus
and titles of the executive officers and directors of the Company.
 
<TABLE>
<CAPTION>
          NAME                AGE                           POSITION
- -------------------------  ---------  -----------------------------------------------------
<S>                        <C>        <C>
John A. Ciccarelli                56  President, Chief Executive Officer and Director
Richard L. Braswell               53  Vice President, Finance and Treasurer
John R. Paine, Jr.                53  Vice President, Sales and Marketing
Michael C. Deis                   45  Vice President, Eastern Division
James C. Stewart                  48  Vice President, Western Division
Mark K. Kaler                     38  Vice President, Engineering
James W. Fennessy                 52  Vice President and General Manager, Dayton Superior
                                       Canada Ltd.
Mario Catani                      62  President of Dur-O-Wal
Matthew O. Diggs, Jr.             63  Director and non-executive Chairman of the Board
Timothy C. Collins                39  Director
Matthew M. Guerreiro              39  Director
Robert B. Holmes                  64  Director
</TABLE>
 
    John A. Ciccarelli has been President of the Company since 1989 and has been
Chief Executive Officer and a Director of the Company since 1994.
 
    Richard L. Braswell has  been Vice President, Finance  and Treasurer of  the
Company since 1989.
 
    John  R. Paine,  Jr. has  been Vice  President, Sales  and Marketing  of the
Company since 1984.
 
    Michael C. Deis  has been Vice  President, Eastern Division  of the  Company
since 1987.
 
    James  C. Stewart has  been Vice President, Western  Division of the Company
since 1984.
 
    Mark K. Kaler  has been  Vice President,  Engineering of  the Company  since
1990.
 
    James  W. Fennessy  has been  a Vice  President of  the Company  and General
Manager, Dayton Superior Canada, Ltd. since 1988.
 
    Mario Catani  has been  President  of Dur-O-Wal  since 1984.  Dur-O-Wal  was
acquired by the Company in October 1995.
 
    Timothy  C. Collins has  been a director  of the Company  since 1991 and was
Chairman of the Board from June 1994 until December 1995. Mr. Collins is  Senior
Managing   Director  and  Chief  Executive  Officer  of  Ripplewood,  a  private
investment firm formed  by him in  October 1995. From  February 1990 to  October
1995, Mr. Collins was a Senior Managing Director of the New York office of Onex.
Mr. Collins also is a director of Scotsman Industries, Inc.
 
    Matthew  O. Diggs, Jr. has been a director of the Company since October 1995
and non-executive Chairman of the Board since December 1995. Mr. Diggs has  been
Chief  Executive Officer  of The Diggs  Group, a private  investment firm, since
1990. Mr. Diggs  has been  the non-executive  Chairman of  Ripplewood since  its
inception  in October 1995. From 1991 to 1994, Mr. Diggs was the Chairman of The
Delfield Company, a manufacturer of food  service equipment. From 1987 to  1990,
Mr.  Diggs was Vice Chairman of  Copeland Corporation, a refrigerator compressor
manufacturer, having served as President  and Chief Executive Officer from  1975
to 1987. Mr. Diggs also is a director of Scotsman Industries, Inc.
 
                                       42
<PAGE>
    Matthew M. Guerreiro has been a director of the Company since February 1994.
Mr.  Guerreiro has been a principal of Ripplewood since Ripplewood was formed in
October 1995. From August 1992 to October 1995, Mr. Guerreiro was a principal in
the New York office  of Onex and  from April 1989  to March 1992  he was a  Vice
President of Mergers and Acquisitions with Salomon Brothers Inc.
 
    Robert  B. Holmes has been  a director of the  Company since March 1996. Mr.
Holmes is  a  director  of Mitsubishi  International  Corporation,  an  advisory
director  of Ripplewood and a  principal of the Lens  Fund, a private investment
company. From 1986 to 1990, Mr. Holmes  was a Managing Director of the New  York
office  of Onex.  Prior to  that, Mr.  Holmes was  president of  three financial
service companies and a  General Partner of the  predecessor to Lazard Freres  &
Co. LLC.
 
    After  the  Offering is  consummated, the  Company  intends to  increase the
number of directors to nine and to appoint four additional directors to fill the
vacancies so created. The Company has not yet identified any person to fill  any
of the vacancies.
 
    All  directors of the Company serve terms  of one year or until the election
of their successor. Officers serve at the pleasure of the Board of Directors.
 
    There are  three  committees  of  the  Board  of  Directors:  the  Executive
Committee  (comprised  of  Messrs.  Ciccarelli, Collins  and  Diggs),  the Audit
Committee (comprised of Messrs. Collins, Diggs and Holmes) and the  Compensation
and Benefits Committee (comprised of Messrs. Collins, Diggs and Guerreiro).
 
DIRECTORS' COMPENSATION
 
   
    Following  the Offering, each director who is not an employee of the Company
or Ripplewood will  receive an  annual retainer of  $20,000 payable  in Class  A
Common  Shares. Directors  who also are  employees of the  Company or Ripplewood
receive no additional remuneration for serving as directors.
    
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
 
    During 1995,  the  Compensation  and  Benefits Committee  of  the  Board  of
Directors  was comprised of Thomas  M. Begel and Ewout  Heersink, who are former
directors of the Company, and Timothy C. Collins.
 
   
    During 1993-1995, Mr. Collins and Mr. Heersink were Senior Managing Director
of the New York office and  Chief Financial Officer, respectively, of Onex,  the
former  controlling shareholder of the Company. The Company paid a subsidiary of
Onex  a  fee  of  $93,800,  $225,000  and  $195,000  in  1993,  1994  and  1995,
respectively. In addition, in October 1995 the Company paid a subsidiary of Onex
a  fee  of  $400,000 for  financial  advisory  services in  connection  with the
Dur-O-Wal Acquisition and related financial transactions.
    
 
    Mr. Collins  is Senior  Managing  Director and  Chief Executive  Officer  of
Ripplewood,  the present controlling  shareholder of the  Company. Since October
1995, the Company  has paid  Ripplewood an  annual management  fee of  $225,000,
payable  on a monthly basis. Following the  Offering, the Company will no longer
pay such management fee to Ripplewood. The Company will pay a fee of $600,000 to
Ripplewood for additional services provided in connection with the Offering  and
related  transactions. In  addition, the  Company reimburses  Ripplewood for the
allocable costs of certain insurance policies  which cover both the Company  and
Ripplewood.  Approximately $175,000 of such costs  were allocated to the Company
for the period October 13, 1995 to October 13, 1996.
 
   
    The Company paid Mr. Begel a management fee of $156,200 in 1993 and  $25,000
in  each of  1994 and 1995.  Mr. Begel resigned  from the Board  of Directors in
March 1996 and received 1996 management fees of $6,250 prior to his resignation.
Mr. Begel is no longer entitled to a management fee.
    
 
                                       43
<PAGE>
EXECUTIVE COMPENSATION
 
    The  following table sets forth,  for the year ended  December 31, 1995, the
compensation paid to the Chief Executive Officer and each of the other four most
highly compensated executive officers of  the Company whose total annual  salary
and  bonus  for the  year exceeded  $100,000,  in all  capacities in  which they
served:
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                                  LONG-TERM COMPENSATION
                                                                             --------------------------------
<S>                                     <C>        <C>          <C>          <C>          <C>                  <C>
                                                                               AWARDS
                                                                             -----------        PAYOUTS
                                                   ANNUAL COMPENSATION (1)     SHARES     -------------------
                                                   ------------------------  UNDERLYING   LONG TERM INCENTIVE      ALL OTHER
     NAME AND PRINCIPAL POSITION          YEAR       SALARY        BONUS     OPTIONS (2)     PLAN PAYOUTS       COMPENSATION (3)
- --------------------------------------  ---------  -----------  -----------  -----------  -------------------  ------------------
John A. Ciccarelli
 President and Chief Executive Officer       1995  $   175,529  $   105,000      40,000           --               $    3,000
Richard L. Braswell
 Vice President, Finance and Treasurer       1995       93,923       43,000       4,000           --                    2,754
James C. Stewart
 Vice President, Western Division            1995       93,923       43,000       3,000           --                    2,578
John R. Paine, Jr.
 Vice President, Sales and Marketing         1995       93,923       40,000       3,000           --                    2,558
Michael C. Deis
 Vice President, Eastern Division            1995       87,362       45,000       3,000           --                    2,407
</TABLE>
 
- ------------------------------
(1)  Mario Catani, the President of Dur-O-Wal, has been employed by the  Company
     since  the  acquisition  of  Dur-O-Wal  by  the  Company  in  October 1995.
     Dur-O-Wal paid  Mr. Catani  a salary  of $127,000  and a  bonus of  $34,000
     during  1995.  During  1996, Dur-O-Wal  will  pay  Mr. Catani  a  salary of
     $132,000 and a bonus which has yet to be determined but which will be based
     upon performance against predetermined objectives.
 
(2)  Options to purchase Class A Common Shares were granted under the  Company's
     1995  Stock Option Plan at  an exercise price of  $4.00 per share, the fair
     market value at the time of grant. The Options have a term of ten years and
     generally vest three years  after grant; however, all  of the Options  will
     become immediately exercisable upon consummation of the Offering.
 
(3)  Employer matching contributions under the Company's Savings (401(k)) Plan.
 
                                       44
<PAGE>
OPTION GRANTS IN 1995
 
    The  following table  sets forth information  on the Options  granted to the
named executive officers  in 1995  and the  potential realizable  value of  each
grant:
 
                       OPTION GRANTS IN LAST FISCAL YEAR
 
<TABLE>
<CAPTION>
                                                                                                    POTENTIAL REALIZABLE VALUE
                                NUMBER OF                                                           AT ASSUMED ANNUAL RATES OF
                                 SHARES        % OF TOTAL                                            STOCK PRICE APPRECIATION
                               UNDERLYING    OPTIONS GRANTED                                           FOR OPTION TERM (3)
                                 OPTIONS     TO EMPLOYEES IN     EXERCISE                           --------------------------
NAME                           GRANTED (1)     FISCAL YEAR       PRICE (2)      EXPIRATION DATE         5%            10%
- -----------------------------  -----------  -----------------  -------------  --------------------  -----------  -------------
<S>                            <C>          <C>                <C>            <C>                   <C>          <C>
John A. Ciccarelli...........      40,000           62.0%        $    4.00    October 17, 2005      $   719,603  $   1,240,621
Richard L. Braswell..........       4,000            6.2              4.00    October 17, 2005           71,960        124,062
James C. Stewart.............       3,000            4.7              4.00    October 17, 2005           53,970         93,047
John R. Paine, Jr. ..........       3,000            4.7              4.00    October 17, 2005           53,970         93,047
Michael C. Deis..............       3,000            4.7              4.00    October 17, 2005           53,970         93,047
</TABLE>
 
- ------------------------
(1)  All  Options granted  in 1995 were  granted under the  Company's 1995 Stock
     Option Plan. By their terms all Options will become immediately exercisable
     upon consummation  of the  Offering. Amounts  are adjusted  to reflect  the
     Recapitalization  and the  Option Adjustment.  See "Description  of Capital
     Shares."
 
(2)  The exercise price of $4.00 per share is based on the fair market value  of
     the Class A Common Shares at the time of grant.
 
(3)  The  5% and 10%  assumed annual compound rates  of stock price appreciation
     from the assumed  initial public  offering price  of $13.50  per share  are
     mandated  by the rules of the Securities and Exchange Commission and do not
     represent the  Company's  estimate or  projection  of future  Common  Share
     prices.
 
FISCAL YEAR-END OPTION VALUES
 
    The  following table sets  forth information with respect  to the number and
value of  the  unexercised Options  held  by  the named  executive  officers  at
December  31, 1995. No Options were exercised by the named executive officers in
1995.
 
                         FISCAL YEAR-END OPTION VALUES
 
<TABLE>
<CAPTION>
                                        NUMBER OF SECURITIES
                                       UNDERLYING UNEXERCISED          VALUE OF UNEXERCISED
                                             OPTIONS AT              IN-THE-MONEY OPTIONS AT
                                          DECEMBER 31, 1995           DECEMBER 31, 1995 (1)
                                    -----------------------------  ----------------------------
NAME                                EXERCISABLE/UNEXERCISABLE (2)  EXERCISABLE/UNEXERCISABLE (2)
- ----------------------------------  -----------------------------  ----------------------------
<S>                                 <C>                            <C>
John A. Ciccarelli................            0/144,000                    $0/1,579,869
Richard L. Braswell...............            0/12,350                      0/134,336
James C. Stewart..................            0/18,600                      0/208,480
John R. Paine, Jr. ...............            0/16,900                      0/188,867
Michael C. Deis...................            0/18,600                      0/208,480
</TABLE>
 
- ------------------------
(1)  Calculated on  the  basis  of  the fair  market  value  of  the  underlying
     securities  based upon the assumed initial  public offering price of $13.50
     per share.
 
(2)  All  unexercised   Options  will   become  immediately   exercisable   upon
     consummation of the Offering.
 
PENSION PLAN
 
    The  Company's Employees Retirement Plan  provides retirement benefits based
upon an  individual participant's  years  of service  and final  average  annual
compensation.   Final  average   annual  compensation  is   the  average  annual
compensation (but not  in excess  of $150,000, which  is the  maximum amount  of
compensation  on which benefits can accrue under  the law in effect in 1995) for
the highest five  consecutive years  of earnings during  the last  ten years  of
credited  service.  The compensation  covered by  the Employees  Retirement Plan
includes wages plus any  normal incentive award or  bonus, but does not  include
certain  special discretionary bonuses. Benefits  under the Employees Retirement
Plan are limited to  the extent required by  provisions of the Internal  Revenue
Code  of 1986, as  amended, and the  Employee Retirement Income  Security Act of
1974, as amended. The following table sets forth the
 
                                       45
<PAGE>
   
estimated annual retirement benefits under the Employees Retirement Plan payable
on a straight-life annuity basis  to participants in the specified  compensation
and  years-of-service categories, assuming continued active service until normal
retirement age and that the Employees Retirement Plan is in effect at such time.
Benefits are  not subject  to  deduction for  social  security or  other  offset
amounts.  Each of the named executive officers has six years of credited service
under the Employees Retirement Plan.
    
 
                               PENSION PLAN TABLE
 
<TABLE>
<CAPTION>
                                                                               YEARS OF SERVICE
                                                       ----------------------------------------------------------------
REMUNERATION                                              10         15         20         25         30         35
- -----------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>
$125,000.............................................  $  16,397  $  24,595  $  32,794  $  40,992  $  49,191  $  57,389
 150,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639
 175,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639
 200,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639
 225,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639
 250,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639
 300,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639
 400,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639
</TABLE>
 
INCENTIVE BONUS PROGRAM
 
    The Company's Incentive Bonus  Program provides for  the payment of  bonuses
from  an annual bonus pool to  salaried employees, including all named executive
officers  of  the  Company,  selected  by  the  President  of  the  Company  for
participation. The Compensation and Benefits Committee of the Board of Directors
determines  the incentive bonus of  the President of the  Company. The amount of
the annual  pool  is determined  based  upon the  degree  to which  the  Company
achieves  certain  targeted  levels of  sales  growth, operating  cash  flow and
earnings before  interest  and  taxes  (with the  last  factor  being  the  most
significant).  Each participating employee's bonus award  is a percentage of the
participant's base  salary, determined  on the  basis of  (i) the  participant's
level  of participation  in the  program, as specified  by the  President of the
Company, (ii) the  amount of the  pool for the  year and (iii),  in the case  of
those  participants  (other  than  executive officers)  for  whom  an individual
performance goal is specified, the degree  to which the participant attains  the
specified  performance goal. Up to 30% of the  bonus of a participant who is not
an executive officer may  be based on the  attainment of individual  performance
goals.
 
STOCK PLANS
 
   
    1995  MANAGEMENT STOCK  PURCHASE PLAN.   The Board of  Directors adopted the
1995 Management Stock Purchase  Plan in October 1995  to provide key  management
employees selected by the Board of Directors with the opportunity to purchase up
to a specified maximum number of Class A Common Shares. Nineteen senior managers
(including  each of  the named executive  officers of the  Company) purchased an
aggregate of 187,050 Class A  Common Shares under the plan  at a price of  $4.00
per share. No additional shares are available for sale under the plan.
    
 
    1994  AND  1995 STOCK  OPTION PLANS.    The Company  has granted  Options to
purchase an  aggregate  of  208,250  Class  A  Common  Shares  to  19  employees
(including  each of the named executive officers of the Company) pursuant to the
Company's 1994 Stock Option  Plan (the "1994 Plan")  and has granted Options  to
purchase an aggregate of 64,500 Class A Common Shares to such employees pursuant
to  the Company's 1995 Stock Option Plan  (the "1995 Plan"). The Options granted
under the 1994 Plan and the 1995 Plan are not generally exercisable until  three
years  after the date of  grant; however, all of  the Options granted under both
plans will become exercisable  upon consummation of  the Offering in  accordance
with  the terms of the 1994  Plan and the 1995 Plan.  The term of each Option is
ten years and the  exercise price is $1.96  per share (in the  case of the  1994
Plan) and $4.00 per share (in the case of the 1995 Plan). No further Options may
be granted under either the 1994 Plan or the 1995 Plan.
 
    1996  STOCK OPTION PLAN.  The Company intends to adopt the 1996 Stock Option
Plan (the "1996 Plan") and to seek  shareholder approval of the 1996 Plan  prior
to completion of the Offering. The 1996
 
                                       46
<PAGE>
Plan  permits the Compensation and Benefits  Committee of the Company's Board of
Directors (the "Committee") to grant options  to purchase Class A Common  Shares
to  officers  and  other  key  employees of  the  Company,  including  the named
executive officers  of the  Company, on  terms and  conditions approved  by  the
Committee,  subject to the limitations set forth in the 1996 Plan. As of May 10,
1996, there were  eight executive officers  and eleven other  key employees  who
would be eligible to receive options under the 1996 Plan. The number of eligible
participants  may vary from year to year. No options have been granted under the
1996 Plan.
 
    The maximum number  of Class A  Common Shares  that may be  issued upon  the
exercise  of the  options granted  under the  1996 Plan  is 100,000,  subject to
adjustment in the event of a change  in the outstanding Common Shares by  reason
of   a  share  dividend,   recapitalization,  merger,  consolidation,  split-up,
combination or  exchange of  shares, or  similar event.  Class A  Common  Shares
subject to options which expire or terminate unexercised are again available for
issuance  upon the exercise of  options under the 1996  Plan. The Class A Common
Shares that may be  issued under the  1996 Plan may  be authorized but  unissued
shares or treasury shares.
 
    At  the time  an option  is granted,  the Committee  will determine  (i) the
exercise price of the option, which may not be less than the average of the high
and low sale price of a Class A Common Share on the date the option is  granted,
(ii)  the period, if any, over which the  option will vest and (iii) the maximum
term of the option, which may not exceed 10 years from the date of grant. Unless
otherwise provided  by the  Committee, Class  A Common  Shares issued  upon  the
exercise of options will be subject to the Shareholder Agreement.
 
   
    Generally,  an  option  may  be  exercised  only  if  the  holder  has  been
continuously employed by the Company since  the option was granted; however,  at
the time an option is granted, the Committee may specify a period (not to exceed
the remaining term of the option) within which the option may be exercised after
the  holder's employment with the Company  terminates. If the Committee does not
otherwise determine  at  or after  an  option is  granted  (i) the  option  will
terminate  at the  time the holder's  employment is terminated,  if the holder's
employment  is  terminated  for  cause  and  (ii)  if  the  holder's  employment
terminates  for any  other reason,  the option  will remain  exercisable, to the
extent it was exercisable at the time of termination (after giving effect to any
acceleration described below) until the earlier of the end of the option term or
90 days (one  year, if the  termination is as  a result of  the holder's  death,
disability  or retirement) after  the date of  termination. If the  holder of an
option dies during a period following termination of employment during which the
option continues to be exercisable, the option will remain exercisable until the
earlier of one year from the date of death or the end of the option term. Unless
the Committee otherwise determines at the  time an option is granted, an  option
which  otherwise is not exercisable will become exercisable immediately upon the
death or disability of the holder, the retirement of the holder from the Company
at age 65 or older or the occurrence  of a change of control of the Company,  as
defined in the 1996 Plan.
    
 
    The  exercise price of an option must be paid in full at the time the option
is exercised in cash or, in the discretion of the Committee, by delivering Class
A Common Shares already owned  by the holder of the  option with a market  value
equal  to the exercise price,  by the Company retaining  from the Class A Common
Shares to be issued upon the exercise of the option shares having a market value
equal to the exercise price or by any combination of cash, already-owned  shares
and/or  retained shares. With  the approval of  the Committee, the  holder of an
option also may pay any withholding taxes  due upon exercise of the option  with
already-owned shares, retained shares or a combination thereof.
 
    The  1996 Plan  will be  administered by the  Committee, which  may make all
determinations necessary or desirable  under the Plan. With  the consent of  the
holder  of an option, the Committee at any time may authorize the payment to the
holder in  cancellation of  the option  of  an amount  equal to  the  difference
between the fair market value of the Class A Common Shares which may be acquired
upon exercise of the option and the exercise price.
 
    The 1996 Plan will terminate on the tenth anniversary of its effective date.
The Board of Directors may terminate the 1996 Plan at any time and may amend the
1996 Plan from time to time; however, any
 
                                       47
<PAGE>
amendment  must be approved by the shareholders if necessary to comply with Rule
16b-3 adopted under the Securities Exchange Act of 1934 or any other  applicable
law,  regulation or stock exchange rule. No amendment or termination of the 1996
Plan may adversely  affect any  outstanding option  without the  consent of  the
holder of the option.
 
    Options  granted under the 1996 Plan may be incentive stock options intended
to qualify for the favorable federal tax treatment accorded under Section 422 of
the Internal Revenue  Code of  1986, as  amended (the  "Code"), or  nonstatutory
stock options, as designated by the Committee at the time the option is granted.
No  incentive stock  option can  be granted  to an  officer or  key employee who
possesses at the time of grant more than 10% of the combined voting power of the
Company, unless the exercise price  of the option is at  least 110% of the  fair
market value of the Company's Class A Common Shares on the date of grant and the
option is not exercisable after five years from the date of grant. The aggregate
fair market value of Class A Common Shares with respect to which incentive stock
options are exercisable for the first time by an individual in any calendar year
cannot exceed $100,000 or such other maximum amount permitted by the Code.
 
    In  general, no federal income  tax is imposed on the  holder at the time an
incentive stock  option is  granted  or exercised,  except  to the  extent  that
alternative  minimum tax results from the exercise of the option. The Company is
not entitled to a tax deduction in  connection with the grant or exercise of  an
incentive  stock option. If the Class A  Common Shares acquired upon exercise of
an incentive stock option are  held for more than two  years after grant of  the
option  and one year after exercise of the option, then any amount realized upon
the disposition of such shares in excess of the holder's tax basis will be taxed
as long-term capital gain in the year of disposition and the Company will not be
entitled to a tax deduction.
 
    If the Class A  Common Shares acquired upon  exercise of an incentive  stock
option are disposed of before the above-described holding periods are satisfied,
the  disposition will be a disqualifying disposition resulting in recognition of
ordinary income to the holder at the  time of disposition in an amount equal  to
the  lesser of (i) the excess of the fair market value of the shares at the time
of exercise over the exercise price paid with respect to the shares, or (ii) the
excess of the amount received, if any, on the disposition of the shares over the
exercise price. If the  amount realized on  a disqualifying disposition  exceeds
the  fair market value of the shares at the time the option was exercised, then,
in addition to recognizing ordinary income, the holder also will recognize long-
or short-term capital gain to  the extent of the  excess of the amount  received
over  the fair market value of the Class  A Common Shares at the time the option
was exercised. A  disqualifying disposition will  entitle the Company  to a  tax
deduction equal to the amount of ordinary income recognized by the holder.
 
    No  federal  income tax  is imposed  at  the time  a nonstatutory  option is
granted. With  certain  exceptions  for  payment  of  the  exercise  price  with
already-owned  shares,  upon  exercise  of  a  nonstatutory  option,  the holder
realizes ordinary income for federal income tax purposes to the extent that  the
fair  market value of  the Class A  Common Shares acquired  exceeds the exercise
price of the related option on the date of exercise. In addition, the Company is
entitled to a deduction for federal income tax purposes at the same time and  to
the  same extent that ordinary  income is realized by  the holder, provided that
the Company satisfies the applicable withholding requirements.
 
              CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
    Since October 1995, the Company has paid Ripplewood, the present controlling
shareholder of the Company, a management fee of $225,000 per year, payable on  a
monthly basis. The Company will pay Ripplewood a fee of $600,000 at the time the
Offering  is completed for  additional services provided  in connection with the
Offering and related transactions. The fee paid by the Company to Ripplewood  in
connection with the Offering and related transactions may not be on as favorable
terms  to the  Company as  could have  been obtained  from a  non-affiliate. The
Company has  also agreed  to indemnify  Ripplewood against  losses arising  from
Ripplewood's performance of management and financial advisory services on behalf
of  the Company. After consummation of the  Offering, the Company will no longer
pay
 
                                       48
<PAGE>
a management fee to Ripplewood.  In addition, the Company reimburses  Ripplewood
for  the allocable costs  of certain insurance  policies purchased by Ripplewood
which cover  both the  Company and  Ripplewood. Approximately  $175,000 of  such
costs  were allocated to the Company for  the period October 13, 1995 to October
13,  1996.  In  addition,  the   Company,  Ripplewood  and  the  other   current
shareholders  of  the Company  are parties  to  the Shareholder  Agreement which
contains, among other  things, provisions  with respect to  voting, transfer  of
shares and registration rights. See "Principal and Selling
Shareholders--Shareholders Agreement." Timothy C. Collins, Matthew O. Diggs, Jr.
and  Matthew M.  Guerreiro, directors  of the  Company, are  the Senior Managing
Director and Chief  Executive Officer, Chairman  of the Board  and a  principal,
respectively, of Ripplewood.
 
   
    From  August 1989 to March  18, 1996, Thomas M. Begel  was a director of the
Company. The Company paid  Mr. Begel a  management fee of  $156,200 in 1993  and
$25,000 in each of 1994 and 1995. Mr. Begel resigned from the Board of Directors
in  March  1996  and  received  1996 management  fees  of  $6,250  prior  to his
resignation. Mr. Begel is no longer entitled to a management fee.
    
 
    From February  1990 to  October  1995, Mr.  Collins  was a  Senior  Managing
Director  of the New York office of  Onex, the former controlling shareholder of
the Company. The Company paid a subsidiary of Onex a management fee of  $93,800,
$225,000  and $195,000  in 1993,  1994 and  1995, respectively.  In addition, in
October 1995  the Company  paid  a subsidiary  of Onex  a  fee of  $400,000  for
financial  advisory services  in connection  with the  Dur-O-Wal Acquisition and
related financing transactions.
 
    The Company may enter into transactions  with its affiliates in the  future.
However,  the Company intends to enter into such transactions only at prices and
on terms it believes are no less favorable to the Company than transactions with
independent third parties. In addition, the Company's debt instruments generally
prohibit the Company from entering into any such affiliate transaction on  other
than arm's-length terms.
 
                                       49
<PAGE>
                       PRINCIPAL AND SELLING SHAREHOLDERS
 
    The  following table sets forth certain information regarding the beneficial
ownership of the Common Shares as of May 10, 1996 and as adjusted to reflect the
sale of  Class A  Common Shares  offered  hereby (assuming  no exercise  of  the
Underwriters'  over-allotment option)  by: (i) each  person who is  known by the
Company to  own beneficially  more than  5% of  the outstanding  Class A  Common
Shares;  (ii) each director of the Company; (iii) the Chief Executive Officer of
the Company; (iv) the Company's four highest paid executive officers  (exclusive
of  the Chief Executive Officer); (v) each of the Selling Shareholders; and (vi)
all directors  and executive  officers of  the  Company as  a group.  Except  as
otherwise  noted, to  the Company's  knowledge, the  persons named  in the table
below have sole voting  and investment power with  respect to all Common  Shares
shown  as  beneficially owned  by them.  Except as  otherwise described  in this
Prospectus, no Selling  Shareholder has  held any office  or has  had any  other
position  or  other material  relationship with  the Company  in the  last three
years.
<TABLE>
<CAPTION>
                                                              SHARES BENEFICIALLY OWNED                   SHARES BENEFICIALLY OWNED
                                                                                                           AFTER THE OFFERING (1)
                                                              PRIOR TO THE OFFERING (1)                   -------------------------
                                                             ---------------------------    NUMBER OF      NUMBER OF    NUMBER OF
                                                              NUMBER OF     PERCENT OF    CLASS A COMMON    CLASS A    CLASS B (2)
                                                               COMMON      TOTAL COMMON    SHARES BEING     COMMON        COMMON
NAME                                                           SHARES         SHARES         OFFERED        SHARES        SHARES
- -----------------------------------------------------------  -----------  --------------  --------------  -----------  ------------
<S>                                                          <C>          <C>             <C>             <C>          <C>
Ripplewood Holdings L.L.C. (3)(4)..........................   2,825,250          72.3%         483,300       459,800     1,522,550
John Hancock Mutual Life Insurance Company (5).............     499,300          12.8%         499,300        --            --
The Paul Revere Life Insurance Company (6).................     332,800           8.5%         332,800        --            --
John A. Ciccarelli (7)(8)..................................     181,500           4.6%          --           181,500        --
Timothy C. Collins (3)(9)..................................   2,825,250          72.3%          --           459,800     1,522,550
Matthew O. Diggs, Jr. (10).................................     125,000           3.2%          --           125,000        --
Matthew M. Guerreiro.......................................      --             --              --            --            --
Robert B. Holmes...........................................      --             --              --            --            --
James C. Stewart (7)(11)(12)...............................      24,950         *               --            24,950        --
Richard L. Braswell (7)(12)(13)............................      15,800         *               --            15,800        --
John R. Paine, Jr. (7)(12)(14).............................      21,900         *               --            21,900        --
Michael C. Deis (7)(11)(12)................................      24,950         *               --            24,950        --
Thomas M. Begel (7)(15)....................................     178,800           4.6%         178,800        --            --
Damon Mezzacappa (7)(16)...................................      71,500           1.9%          71,500        --            --
Michel David-Weill (7)(16).................................      12,900         *               12,900        --            --
David B. Dillard (7)(16)...................................      30,717         *               30,717        --            --
Steven Rattner (7)(16).....................................       6,786         *                6,786        --            --
Dod A. Fraser (7)..........................................       9,000         *                9,000        --            --
Jonathan H. Kagan (7)(16)..................................      10,377         *               10,377        --            --
Saundra L. Gulley (7)......................................       5,450         *                5,450        --            --
David McMillan, Jr. (7)(17)................................       5,470         *                5,470        --            --
Society of the New York Hospital Fund, Inc.(7).............      20,000         *               20,000        --            --
Pierpont Morgan Library(7).................................       2,850         *                2,850        --            --
Educational Broadcasting Corporation (Thirteen-WNET)(7)....       5,750         *                5,750        --            --
Stanley S. Shuman..........................................     125,000           3.2%         125,000        --            --
Textron Collective Investment Trust (18)...................     332,800           8.5%         332,800        --            --
All directors and executive officers as a group (19).......   2,950,250          75.5%          --           584,800     1,522,550
 
<CAPTION>
 
                                                              PERCENT OF
                                                             TOTAL COMMON
NAME                                                            SHARES
- -----------------------------------------------------------  -------------
<S>                                                          <C>
Ripplewood Holdings L.L.C. (3)(4)..........................         34.1%
John Hancock Mutual Life Insurance Company (5).............       --
The Paul Revere Life Insurance Company (6).................       --
John A. Ciccarelli (7)(8)..................................          3.1%
Timothy C. Collins (3)(9)..................................         34.1%
Matthew O. Diggs, Jr. (10).................................          2.2%
Matthew M. Guerreiro.......................................       --
Robert B. Holmes...........................................       --
James C. Stewart (7)(11)(12)...............................        *
Richard L. Braswell (7)(12)(13)............................        *
John R. Paine, Jr. (7)(12)(14).............................        *
Michael C. Deis (7)(11)(12)................................        *
Thomas M. Begel (7)(15)....................................       --
Damon Mezzacappa (7)(16)...................................       --
Michel David-Weill (7)(16).................................       --
David B. Dillard (7)(16)...................................       --
Steven Rattner (7)(16).....................................       --
Dod A. Fraser (7)..........................................       --
Jonathan H. Kagan (7)(16)..................................       --
Saundra L. Gulley (7)......................................       --
David McMillan, Jr. (7)(17)................................       --
Society of the New York Hospital Fund, Inc.(7).............       --
Pierpont Morgan Library(7).................................       --
Educational Broadcasting Corporation (Thirteen-WNET)(7)....       --
Stanley S. Shuman..........................................       --
Textron Collective Investment Trust (18)...................       --
All directors and executive officers as a group (19).......         36.3%
</TABLE>
 
- ------------------------------
  *  Signifies less than 1%.
 
 (1) Beneficial ownership  is determined  in accordance  with the  rules of  the
     Securities  and Exchange Commission  and generally includes  sole or shared
     voting or investment power with respect to the shares. Includes the  number
     of  Common Shares subject  to outstanding Options  and Warrants exercisable
     within 60 days.
 
 (2) Each of the Company's Class B  Common Shares is convertible, at the  option
     of the holder, into one Class A Common Share at any time.
 
 (3) The address of Ripplewood is 712 Fifth Avenue, New York, NY 10019.
 
 (4) Includes,  prior to the Offering, 546,650  Class A Common Shares and, after
     the Offering,  459,800  Class  A  Common Shares  held  by  parties  to  the
     Shareholder  Agreement other than Matthew O.  Diggs, Jr., Stanley S. Shuman
     and the holders of the Senior Notes. Pursuant to the Shareholder Agreement,
     such  shares  must   be  voted  in   the  same  manner   as  the  Class   B
 
                                       50
<PAGE>
     Common  Shares held by Ripplewood and as  to which the holders have granted
     Ripplewood irrevocable proxies. Also includes 272,750 Class A Common Shares
     which may be acquired  upon the exercise of  Options, which shares will  be
     subject to the Shareholder Agreement upon issuance.
 
 (5) Includes  180,250  Class A  Common Shares  which may  be acquired  upon the
     exercise of Warrants. Also includes 38,850  Class A Common Shares held  by,
     and 27,750 Class A Common Shares which may be acquired upon the exercise of
     Warrants  held  by, John  Hancock Life  Insurance  Company of  America. The
     address of John Hancock Mutual Life Insurance Company and John Hancock Life
     Insurance Company of America is  John Hancock Place, 200 Clarendon  Street,
     Boston, MA 02117. John Hancock Mutual Life Insurance Company and certain of
     its affiliates own 60% of each class of the Senior Notes.
 
 (6) Includes  83,150  Class A  Common  Shares which  may  be acquired  upon the
     exercise of Warrants. Also  includes 2,600 Class A  Common Shares held  by,
     and 13,850 Class A Common Shares which may be acquired upon the exercise of
     Warrants held by, The Paul Revere Life Insurance Company, and 7,900 Class A
     Common  Shares  held by,  and 41,600  Class  A Common  Shares which  may be
     acquired upon the exercise  of Warrants held by,  The Paul Revere  Variable
     Annuity Insurance Company. Also includes 168,000 Class A Common Shares held
     by  Textron Collective  Investment Trust, an  affiliate of  The Paul Revere
     Life Insurance Company. The Paul Revere Life Insurance Company and  certain
     of its affiliates own 40% of each class of the Senior Notes. The address of
     The Paul Revere Life Insurance Company is John Hancock Place, 200 Clarendon
     Street, Boston, Massachusetts 02117.
 
 (7) Shares  are subject to the voting  provisions of the Shareholder Agreement,
     which requires that they be voted in the same manner as the Class B  Common
     Shares  held by  Ripplewood, and  as to  which Ripplewood  has been granted
     irrevocable proxies.
 
 (8) Includes 144,000  Class A  Common Shares  which may  be acquired  upon  the
     exercise  of  Options.  Mr.  Ciccarelli's address  is  721  Richard Street,
     Miamisburg, Ohio 45342.
 
 (9) Timothy C.  Collins is  the Senior  Managing Director  and Chief  Executive
     Officer of Ripplewood, and the only Common Shares beneficially owned by him
     are  the Class B Common Shares held of record by Ripplewood and the Class A
     Common Shares as to which  Ripplewood has been granted irrevocable  proxies
     under the Shareholder Agreement.
 
(10) The  named person  is a  director of  Ripplewood. His  shareholdings in the
     Company do not include Common Shares beneficially owned by Ripplewood.
 
(11) Includes 18,600  Class A  Common  Shares which  may  be acquired  upon  the
     exercise of Options.
 
(12) The named person is an employee of the Company whose address is 721 Richard
     Street, Miamisburg, Ohio 45342.
 
(13) Includes  12,350  Class A  Common  Shares which  may  be acquired  upon the
     exercise of Options.
 
(14) Includes 16,900  Class A  Common  Shares which  may  be acquired  upon  the
     exercise of Options.
 
(15) Mr. Begel was the Chairman of the Board of the Company from 1989 until June
     1994,  and thereafter  continued as a  director of the  Company until March
     1996. Mr.  Begel's address  is  TMB Industries,  Inc., 980  North  Michigan
     Avenue, Suite 1000, Chicago, Illinois 60611.
 
(16) Selling  Shareholder is a Managing Director of Lazard Freres & Co. LLC, one
     of the Underwriters.
 
(17) Selling Shareholder is a Senior Vice President of Lazard Freres & Co.  LLC,
     one of the Underwriters.
 
(18) Also  includes  26,200 Class  A Common  Shares and  138,600 Class  A Common
     Shares which may be acquired upon the exercise of Warrants held by The Paul
     Revere Life  Insurance Company  and  certain of  its affiliates.  The  Paul
     Revere  Life  Insurance  Company  is  an  affiliate  of  Textron Collective
     Investment Trust. The address of Textron Collective Investment Trust is The
     Paul  Revere  Investment  Management   Corporation,  18  Chestnut   Street,
     Worcester, Massachusetts 01608.
 
(19) Includes  237,950  Class A  Common Shares  which may  be acquired  upon the
     exercise of Options by certain  executive officers. Includes, prior to  the
     Offering, 2,005,850 Common Shares and, after the Offering, 1,522,550 Common
     Shares  held of record  by Ripplewood and beneficially  owned by Timothy C.
     Collins. Includes 237,400 Class A Common  Shares and 34,800 Class A  Common
     Shares  which may  be acquired  upon the  exercise of  Options beneficially
     owned by Timothy C. Collins (and  not otherwise included in the  beneficial
     share  ownership of  any other  director or  executive officer)  due to his
     control of the voting of the Class  A Common Shares as to which  Ripplewood
     has been granted irrevocable proxies under the Shareholder Agreement.
 
RIPPLEWOOD
 
    Upon  completion of  the Offering, Ripplewood  will own  all the outstanding
Class B Common Shares, representing  approximately 79.1% of the combined  voting
power of the outstanding Common Shares (approximately 73.2% if the Underwriters'
over-allotment  option is  exercised in full).  Ripplewood is  a holding company
founded by Timothy C. Collins to invest, directly and through private investment
funds for  which  it  acts  as  general  partner,  in  leveraged  build-ups  and
acquisitions sponsored by senior, industrial
 
                                       51
<PAGE>
operating  managers affiliated with Ripplewood. Prior to forming Ripplewood, Mr.
Collins was the  Senior Managing Director  of the  New York office  of Onex,  an
Ontario  corporation  listed on  the Toronto  and  Montreal Stock  Exchanges. An
investor group led by a subsidiary of Onex acquired the Company in August  1989.
Ripplewood  acquired  50.4%  of  the  Common Shares  of  the  Company  from such
subsidiary in October 1995 and an additional 0.9% on April 4, 1996.
 
SHAREHOLDER AGREEMENT
 
    The Company and all shareholders who  acquired Common Shares (or Options  or
Warrants) prior to the Offering, including the Selling Shareholders, are parties
to  the  Shareholder Agreement  which contains  provisions  with respect  to the
voting, transfer and registration of the Common Shares held by the parties.  The
parties  to the  Shareholder Agreement  who will  remain as  shareholders of the
Company following the Offering have agreed to enter into an Amended and Restated
Shareholder Agreement  (as so  amended and  restated, the  "Amended  Shareholder
Agreement"),  effective  immediately  after the  Offering  is  consummated. Upon
completion of the  Offering, the  parties to the  Amended Shareholder  Agreement
will  hold  all  the  Class  B  Common  Shares  and  approximately  7.7%  of the
outstanding Class A Common Shares.
 
    Under the Amended Shareholder Agreement, so long as Ripplewood continues  to
hold  at least 622,525 Common Shares  (subject to adjustment in certain events),
all of the parties to the Amended Shareholder Agreement will be required to vote
as Ripplewood directs to fix  the number of directors  of the Company, to  elect
directors  designated  by  Ripplewood  and  to  remove  directors  specified  by
Ripplewood, and all of the parties  to the Amended Shareholder Agreement  (other
than  Matthew O. Diggs) will be required to  vote all Common Shares held by them
in the same manner as Ripplewood votes the Common Shares held by it and to grant
the person who is  the Senior Managing Director  and Chief Executive Officer  of
Ripplewood  (currently  Timothy C.  Collins) an  irrevocable  proxy to  vote the
Common Shares held by them, except with  respect to (i) matters that would  both
adversely  affect the rights of the Common Shares held by such parties and would
treat such parties  differently than other  holders of Common  Shares, and  (ii)
matters as to which a separate class vote of the party is required by law.
 
    Under  the Amended Shareholder Agreement, Ripplewood  will have the right to
require, on not more than two occasions (or more if the Common Shares Ripplewood
proposes to sell are cut back by more than 75%), the Company, at its expense, to
register under the Securities Act all or a portion of the Common Shares held  by
Ripplewood.  The Amended  Shareholder Agreement will  permit the  parties to the
agreement to  require  the  Company,  subject to  certain  marketing  and  other
limitations, to register their Common Shares, at the Company's expense, whenever
the  Company registers any  of its securities under  the Securities Act, whether
for its own account  or otherwise. The Amended  Shareholder Agreement will  also
require  each  party to  give the  Company and  Ripplewood certain  notices with
respect to  proposed sales  and  transfers of  their  Common Shares  and,  under
certain  circumstances,  to offer  to Ripplewood  the  right to  purchase Common
Shares which the party otherwise proposes to sell or transfer.
 
    The Amended Shareholder Agreement also provides that if Ripplewood sells 40%
or more  of  the  Common  Shares  then  owned by  it  in  one  or  more  related
transactions,  other than in a registered offering  or other sale to the public,
each other party to  the Amended Shareholder Agreement  (i) will be entitled  to
participate  in the sale  on a pro rata  basis, if the party  so elects and (ii)
will be required to participate in the sale on a pro rata basis (unless the sale
is to an affiliate of Ripplewood), if Ripplewood so requires.
 
                                       52
<PAGE>
                         DESCRIPTION OF CAPITAL SHARES
 
    Immediately prior to consummation  of the Offering,  the Company will  amend
its  amended articles of incorporation (as  so amended, the "Amended Articles of
Incorporation") to (i) convert all its currently outstanding Old Class B  Common
Shares  into Class A Common Shares, (ii)  change its authorized share capital to
Class A Common Shares with  one vote per share, Class  B Common Shares with  ten
votes  per  share  and  preferred  shares,  without  par  value  (the "Preferred
Shares"), (iii) split each outstanding Class  A Common Share into fifty Class  A
Common Shares and (iv) convert each Class A Common Share held by Ripplewood into
one Class B Common Share (collectively, the "Recapitalization"). In addition, in
order  to cause  the Options to  be exercisable for  Class A Common  Shares on a
basis consistent with the  Company's capitalization after the  Recapitalization,
the  Compensation and Benefits  Committee of the Board  of Directors will adjust
all of the  outstanding Options  so that each  Option is  exercisable for  fifty
times  the number  of Class A  Common Shares  for which it  had been exercisable
immediately prior to the Recapitalization at  an exercise price per share  equal
to  one fiftieth of the exercise price immediately prior to the Recapitalization
(the "Option Adjustment").
 
    The following summary description  of the capital shares  of the Company  is
qualified  in  its entirety  by reference  to  the form  of Amended  Articles of
Incorporation of the Company and the Code of Regulations of the Company, a  copy
of  each of which is filed as an  exhibit to the Registration Statement of which
this Prospectus forms a part.
 
    Upon completion  of  the Offering,  the  authorized capital  shares  of  the
Company  will consist  of 20,483,300  Class A  Common Shares,  1,522,550 Class B
Common Shares and 5,000,000  Preferred Shares and there  will be: (i)  4,012,050
Class  A Common  Shares issued  and outstanding,  (ii) 1,522,550  Class B Common
Shares issued and outstanding,  all of which will  be held by Ripplewood,  (iii)
272,750  Class A  Common Shares  issuable upon  the exercise  of the outstanding
Options (all of which will become exercisable immediately upon completion of the
Offering) and (iv) no  Preferred Shares issued  or outstanding. All  outstanding
Common  Shares are, and all  Common Shares to be  outstanding upon completion of
the Offering will be, fully paid and nonassessable.
 
COMMON SHARES
 
    The Amended  Articles of  Incorporation provide  for two  classes of  common
shares:  Class A Common  Shares and Class  B Common Shares.  The two classes are
identical except for  disparity in  voting power and  convertibility. See  "Risk
Factors--Control of the Company by Ripplewood; Other Anti-Takeover Provisions."
 
    Each Class A Common Share entitles the holder of record to one vote and each
Class  B Common Share entitles the holder of  record to ten votes at each annual
or special  meeting of  shareholders, in  the  case of  any written  consent  of
shareholders,  and for all other purposes. The  holders of Class A Common Shares
and Class B Common Shares will vote  as a single class on all matters  submitted
to  a vote of the shareholders, except as otherwise provided by law. The holders
of Common Shares do not have cumulative voting or preemptive rights.
 
    Upon completion of the Offering, Ripplewood will own all of the  outstanding
Class  B Common Shares, representing  79.1% of the combined  voting power of the
outstanding Common Shares.  As a result,  Ripplewood will continue  to have  the
ability  to  elect all  of the  directors of  the Company  and will  continue to
control the Company. See  "Risk Factors--Control of  the Company by  Ripplewood;
Other Anti-Takeover Provisions." The Class B Common Shares are not being offered
hereby.
 
    Class   B  Common   Shares  convert  into   Class  A  Common   Shares  on  a
share-for-share basis:  (i)  at any  time  at the  option  of the  holder,  (ii)
immediately  upon the transfer of Class B Common Shares to any holder other than
certain successors  of Ripplewood  or  persons employed  by or  affiliated  with
Ripplewood  or such  successors as  long as such  persons remain  so employed or
affiliated or (iii) immediately if Ripplewood or certain of its successors cease
to hold  at  least 622,525  Class  B  Common Shares  (subject  to  proportionate
adjustment    in    the   events    of    any   subdivision    or   combinations
 
                                       53
<PAGE>
of the outstanding Common Shares). Upon conversion of Class B Common Shares into
Class A Common Shares, the  Class B Common Shares  so converted will be  retired
and will become authorized but unissued Class A Common Shares.
 
    The  holders of Common Shares will be entitled to receive like dividends and
other distributions as may be declared thereon by the Board of Directors of  the
Company  out  of assets  or  funds of  the  Company legally  available therefor,
subject to the rights of the holders  of any series of Preferred Shares and  any
other  provision of the Amended Articles  of Incorporation. The Amended Articles
of Incorporation provide  that if  Class A  Common Shares  are paid  on Class  A
Common Shares and Class B Common Shares are paid on Class B Common Shares, in an
equal  amount per  share of  Class A  Common Shares  and Class  B Common Shares,
respectively, such  payment  will be  deemed  to be  a  like dividend  or  other
distribution.
 
   
    The  Company will be restricted by the  terms of the Amended Credit Facility
from paying cash dividends  on its capital  shares and may  in the future  enter
into  loan or other agreements or issue  debt securities or preferred stock that
restrict the  payment of  cash dividends  on the  Common Shares.  See  "Dividend
Policy"  and  "Description  of  Certain  Indebtedness."  The  Company  does  not
anticipate declaring and paying cash dividends on the Common Shares at any  time
in the near term. The decision as to whether to apply legally available funds to
the  payment of  dividends on  the Common Shares  will be  made by  the Board of
Directors of the  Company from  time to  time in  the exercise  of its  business
judgment,  taking into  account, among  other things,  the Company's  results of
operations and financial  condition, any then  existing or proposed  commitments
for the use by the Company of available funds and the Company's obligations with
respect to any then outstanding class or series of Preferred Shares.
    
 
    In  the case of  any split, subdivision,  combination or reclassification of
Class A Common Shares or Class B Common Shares, the other class of Common Shares
also will be split, subdivided, combined  or reclassified so that the number  of
Class  A  Common  Shares  and  Class  B  Common  Shares  outstanding immediately
following such split, subdivision, combination or reclassification will bear the
same relationship to each other as that which existed immediately prior to  such
action.
 
    In  the event of any liquidation, dissolution  or winding up of the Company,
the holders of Common Shares will be entitled to receive the assets and funds of
the Company available for  distribution after payments to  creditors and to  the
holders  of  any  Preferred  Shares of  the  Company  that may  at  the  time be
outstanding, in proportion to the number  of shares held by them,  respectively,
without regard to class.
 
    In  the  event  of any  merger,  consolidation, purchase  or  acquisition of
property or securities, or other reorganization in which any consideration is to
be received by the holders of Common Shares, the holders of each class of Common
Shares will receive the same consideration on a per share basis, except that, if
such consideration consists in any part  of voting securities (or of options  or
warrants  to purchase,  or of securities  convertible into  or exchangeable for,
voting securities), the holders of Class B  Common Shares may receive, on a  per
share  basis, voting securities with ten times  the number of votes per share as
those voting securities to be received by  the holders of Class A Common  Shares
(or  options  or  warrants  to  purchase,  or  securities  convertible  into  or
exchangeable for, voting securities with ten times the number of votes per share
as those voting securities issuable upon exercise of the options or warrants, or
into which  the  convertible or  exchangeable  securities may  be  converted  or
exchanged, received by the holders of Class A Common Shares).
 
    Prior  to the date of this Prospectus,  there has been no established public
trading market  for the  Common Shares.  The  Class A  Common Shares  have  been
approved  for listing  on the  New York Stock  Exchange under  the symbol "DSD,"
subject to official notice of issuance.  See "Risk Factors--No Prior Market  for
Class A Common Shares; Possible Volatility of Price."
 
    American  Stock Transfer & Trust Company  will be the Registrar and Transfer
Agent for the Class A Common Shares.
 
                                       54
<PAGE>
PREFERRED SHARES
 
    There are no Preferred  Shares outstanding. The Board  of Directors has  the
authority,  without further action  by the shareholders,  to issue the Preferred
Shares in one or more series  and to fix the rights, designations,  preferences,
privileges, qualifications, and restrictions thereof, including dividend rights,
conversion  rights, terms and rights of redemption, liquidation preferences, and
sinking fund terms (any or  all of which may be  greater than the rights of  the
Common  Shares). The Board of Directors  also has the authority, without further
action by the shareholders,  to amend the Amended  Articles of Incorporation  to
fix  the voting  rights of the  entire class  of Preferred Shares.  The Board of
Directors,  without  shareholder  approval,  can  issue  Preferred  Shares  with
conversion,  voting and other rights which  could adversely affect the rights of
the holders of Class A Common Shares.
 
CERTAIN CHARTER PROVISIONS
 
    The Amended Articles  of Incorporation  provide for  indemnification of  the
officers  and directors of the Company to  the full extent provided in the OGCL.
The Amended Articles  of Incorporation  also include certain  provisions of  the
OGCL  that limit the liability of a director  of the Company for damages for any
action the director takes or fails to take as a director unless it is proved  by
clear  and convincing  evidence in  a court  of competent  jurisdiction that the
action or failure to act was  undertaken with deliberate intent to cause  injury
to the Company or with reckless disregard for the best interests of the Company.
Neither  the OGCL  nor this provision  of the Amended  Articles of Incorporation
will exonerate a director from liability  under the federal securities laws  nor
will  either have any effect on any  non-monetary remedies that may be available
to the Company or its shareholders.
 
CERTAIN OHIO LEGISLATION
 
    Ohio's Merger Moratorium Act prohibits an Ohio corporation from engaging  in
specified  transactions such as a merger, certain asset sales, certain issuances
of shares, a liquidation or the like with  a beneficial owner of 10% or more  of
the  outstanding voting  power of the  corporation during  the three-year period
following the date  the person  became the owner  of the  10% interest,  unless,
prior to the date the person became the owner of the 10% interest, the specified
transaction  or the acquisition of  shares was approved by  the directors of the
corporation. After the three-year period, such transactions may be entered  into
if  approved by the  holders of at least  two-thirds of the  voting power of the
corporation (including by the holders of at least a majority of the shares  held
by persons other than an interested person, as defined in the statute) or if the
consideration  to  be paid  in  the transaction  is  at least  equal  to certain
specified amounts.  Such provision  will not  be applicable  to Ripplewood,  the
Company's current controlling shareholder.
 
                                       55
<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE
 
    Upon  completion of the Offering  (assuming the Underwriters' over-allotment
option  is  not  exercised),  the  1,522,550  Class  B  Common  Shares  held  by
Ripplewood,  312,050 Class A Common Shares  held by the Company's management and
Matthew O. Diggs, Jr., and 272,750 Class A Common Shares issuable upon  exercise
of  the Options held by the Company's management will continue to be "restricted
shares" as defined in Rule 144 under the Securities Act. Such shares may not  be
resold  in the absence of registration  under the Securities Act except pursuant
to exemptions  from such  registration including,  among others,  the  exemption
provided  by Rule 144 under the  Securities Act. After the Offering, Ripplewood,
management and the other remaining parties to the Amended Shareholder  Agreement
will  have certain  incidental registration  rights with  respect to  all of the
Common Shares owned by them or that may be acquired by them, and Ripplewood will
have two demand registration rights with  respect to the Common Shares owned  or
acquired by it. See "Principal and Selling Shareholders--Shareholder Agreement."
 
    In  general, pursuant  to Rule  144 under the  Securities Act,  a person (or
person whose shares must  be aggregated) who  has beneficially owned  restricted
shares  for  at  least  two years,  including  a  person who  may  be  deemed an
"affiliate" of the Company,  is entitled to sell  within any three-month  period
that  number of shares  that does not exceed  the greater of  one percent of the
then outstanding Class A  Common Shares or the  reported average weekly  trading
volume  of  the  then outstanding  Class  A  Common Shares  for  the  four weeks
preceding each  such sale.  Sales under  Rule 144  also are  subject to  certain
manner  of sale restrictions and notice requirements, and to the availability of
current public  information  about the  Company.  As  defined in  Rule  144,  an
"affiliate"  of an issuer is  a person that directly,  or indirectly through the
usage of one or more intermediaries, controls, or is controlled by, or is  under
common control with, such issuer.
 
    Rule 701 under the Securities Act permits resales of shares in reliance upon
Rule 144 but without compliance with certain restrictions, including the holding
period  requirement,  of Rule  144.  Any employee,  officer  or director  of, or
consultant to, the Company who purchased his or her shares pursuant to a written
compensatory plan or contract may be  entitled to rely on the resale  provisions
of  Rule 701. Rule  701 permits affiliates  to sell their  Rule 701 shares under
Rule 144 without  complying with the  holding period requirements  of Rule  144.
Rule  701 further provides that non-affiliates  may sell such shares in reliance
on  Rule  144  without  having  to  comply  with  the  holding  period,   public
information,  volume limitation or notice provisions of Rule 144. In both cases,
a holder of Rule 701 shares is required to wait until 90 days after the date the
Registration Statement (as hereinafter defined) becomes effective before selling
such shares.
 
   
    The Company, Ripplewood and certain of the Company's other shareholders,  to
the  extent that such shareholders are not  selling Class A Common Shares in the
Offering, have agreed,  subject to  certain exceptions,  not to  sell, offer  to
sell,  contract to sell, grant  any option to purchase,  or otherwise dispose of
any Class  A Common  Shares or  securities convertible  into or  exercisable  or
exchangeable  for Class  A Common  Shares other than  the Class  A Common Shares
offered hereby for  a period  of 360  days after  the date  of this  Prospectus,
without  the prior written  consent of the  Representatives of the Underwriters;
provided, however,  that the  Company may  issue: (i)  options pursuant  to  any
employee  stock option plan, stock ownership  plan or dividend reinvestment plan
in effect on the date  of this Prospectus, (ii) Class  A Common Shares upon  the
conversion  or exercise of securities or Options outstanding on the date of this
Prospectus and (iii) commencing 90 days after the date of this Prospectus, Class
A Common Shares or securities convertible, exercisable or exchangeable for Class
A  Common  Shares  in  mergers,   acquisitions  or  similar  transactions.   See
"Underwriting."
    
 
    No  prediction can be  made as to the  effect, if any,  that future sales of
shares, or the availability of shares for  future sale, will have on the  market
price  of  the Class  A Common  Shares prevailing  from time  to time.  Sales of
substantial numbers of Class A Common  Shares (including shares issued upon  the
exercise  of  Options), or  the perception  that such  sales could  occur, could
adversely affect the prevailing market price  for the Class A Common Shares.  If
such  sales reduce the market price of  the Class A Common Shares, the Company's
ability to raise  additional capital in  the equity markets  could be  adversely
affected.
 
                                       56
<PAGE>
                      DESCRIPTION OF CERTAIN INDEBTEDNESS
 
    The  summary contained herein  of certain provisions  of the indebtedness of
the Company does not purport to be complete and is qualified in its entirety  by
reference  to the provisions of the Amended Credit Facility, which will be filed
as an exhibit to the Registration Statement  of which this Prospectus is a  part
and to which reference is hereby made.
 
   
    The Company has an agreement in principle with the Banks to amend the Credit
Facility concurrent with, and conditional upon, consummation of the Offering and
will  pay a commitment fee of $170,000 to the Banks in connection therewith. The
Amended Credit  Facility  will  provide for  (i)  the  Term Loan  and  (ii)  the
Revolving Credit Facility. Amounts available under the Revolving Credit Facility
will  be equal to the lesser of (i) $36.5  million or (ii) the sum of (x) 85% of
eligible accounts receivable, (y) 60% of eligible inventories and (z) an  amount
equal  to $10 million upon closing of  the Offering, decreasing in steps to zero
on September 30, 1997. At March 29,  1996, if the Revolving Credit Facility  had
been  in place,  $29.7 million  would have  been available  thereunder, of which
$17.1 million of borrowings  would have been  outstanding. The Revolving  Credit
Facility  will terminate in four years, with  interest options based on (a) Bank
One, Dayton NA's prime rate or (b) LIBOR plus an amount between 1.00% and  2.25%
(LIBOR  plus 1.50% if the Amended Credit Facility had been in place at March 29,
1996) depending on  the ratio of  EBITDA to  interest expense and  the ratio  of
total  liabilities to EBITDA. A commitment fee  of between 0.125% and 0.375% per
annum will be payable  on the average  unused amount depending  on the level  of
EBITDA  and certain other  financial ratios. If the  Amended Credit Facility had
been in place at March  29, 1996, the commitment fee  would have been 0.25%  per
annum. The principal amount of the Term Loan will be the lesser of $13.5 million
or  70% of the  appraised value of  the Company's fixed  assets. An appraisal is
currently being conducted. If the appraised value of the Company's fixed  assets
were  equal to the depreciated book value of  such assets at March 29, 1996, the
amount of the Term  Loan would be $12.2  million. The Term Loan  will be due  in
full  four years  from its date  of issuance with  mandatory quarterly principal
payments of $843,750  plus interest. The  Term Loan will  permit the Company  to
choose from various interest rate options.
    
 
   
    The  Amended Credit  Facility will  require the  Company to  satisfy certain
financial performance  criteria  (including  maintaining a  specified  ratio  of
EBITDA to current obligations, a specified ratio of total liabilities to EBITDA,
a  specified net worth and a specified  tangible net worth) and will provide for
certain customary  events of  default.  The Amended  Credit Facility  will  also
contain covenants and provisions restricting, among other things, the ability of
the  Company  to: (i)  incur additional  indebtedness, (ii)  incur liens  on its
property, (iii) merge or consolidate with or acquire another person or engage in
other fundamental changes,  (iv) engage  in certain  sales of  assets, (v)  make
capital  expenditures and  (vi) pay dividends  or make  distributions or prepay,
purchase or redeem indebtedness other than indebtedness under the Amended Credit
Facility.
    
 
                                       57
<PAGE>
                                  UNDERWRITING
 
    Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company and the Selling Shareholders  have severally agreed to sell to  each
of  the Underwriters named below, and each of the Underwriters, for whom Salomon
Brothers Inc, Lazard Freres & Co. LLC, Robert W. Baird & Co. Incorporated and BT
Securities Corporation are  acting as  representatives (the  "Representatives"),
has  severally agreed to purchase from the Company and the Selling Shareholders,
the number of shares set forth opposite its name below:
 
<TABLE>
<CAPTION>
                               UNDERWRITER                                   NUMBER OF SHARES
- --------------------------------------------------------------------------  ------------------
<S>                                                                         <C>
Salomon Brothers Inc......................................................
Lazard Freres & Co. LLC...................................................
Robert W. Baird & Co. Incorporated........................................
BT Securities Corporation.................................................
                                                                                 ----------
    Total.................................................................        3,700,000
                                                                                 ----------
                                                                                 ----------
</TABLE>
 
    In the Underwriting Agreement, the several Underwriters have agreed, subject
to the terms and conditions set forth therein, to purchase all 3,700,000 of  the
Class  A Common  Shares offered hereby,  if any  such Class A  Common Shares are
purchased. In  the event  of  a default  by  any Underwriter,  the  Underwriting
Agreement  provides that, in certain  circumstances, purchase commitments of the
non-defaulting Underwriters may be increased  or the Underwriting Agreement  may
be terminated. The Company and the Selling Shareholders have been advised by the
Representatives  that the several  Underwriters propose initially  to offer such
Class A Common Shares at the public  offering price set forth on the cover  page
of  this Prospectus, and to certain dealers  at such price less a concession not
in excess of $      per share. The Underwriters may allow, and such dealers  may
reallow,  a concession not in excess of $      per share to other dealers. After
the initial offering,  the public  offering price  and such  concessions may  be
changed.
 
    The  Company  and Ripplewood  have granted  to  the Underwriters  an option,
exercisable during  the 30-day  period after  the date  of this  Prospectus,  to
purchase  up to an aggregate of 555,000  additional Class A Common Shares at the
public offering price less the underwriting discount set forth on the cover page
of this Prospectus.  The Underwriters  may exercise  such option  only to  cover
over-allotments  in the sale of the Class  A Common Shares that the Underwriters
have agreed  to purchase.  To the  extent that  the Underwriters  exercise  such
option,  each  Underwriter  will  have a  firm  commitment,  subject  to certain
conditions, to  purchase  a  number  of  option  shares  proportionate  to  such
Underwriter's initial commitment.
 
    Certain  Managing Directors and one employee of Lazard Freres & Co. LLC, one
of the Representatives,  will be Selling  Shareholders in the  Offering and  are
expected  to sell  an aggregate of  3.72% of  the Class A  Common Shares offered
hereby, assuming that the Underwriters' over-allotment option is not  exercised.
See  "Principal  and  Selling Shareholders."  Consequently,  in  accordance with
subsection (c)(7)(C) of Section 44 of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., the  price at which the Class A  Common
Shares  will be  distributed to  the public  must be  established at  a price no
higher than that  recommended by  a qualified  independent underwriter.  Salomon
Brothers  Inc,  one  of the  Representatives,  has  agreed to  act  as qualified
independent underwriter, to participate in  the preparation of the  registration
statement  and  this  Prospectus and  to  exercise  the usual  standards  of due
diligence in respect  thereto. Salomon  Brothers Inc  will receive  compensation
from  the  Underwriters in  the  amount of  $10,000  for acting  as  a qualified
independent underwriter.
 
                                       58
<PAGE>
    The Representatives have advised  the Company that  the Underwriters do  not
intend  to  confirm sales  to accounts  over  which they  exercise discretionary
authority.
 
   
    The Company, Ripplewood and certain of the Company's other shareholders,  to
the  extent that such shareholders are not  selling Class A Common Shares in the
Offering, have agreed,  subject to  certain exceptions,  not to  sell, offer  to
sell, contract to sell, grant any option to purchase or otherwise dispose of any
Class  A  Common Shares  or any  securities convertible  into or  exercisable or
exchangeable for Class  A Common  Shares other than  the Class  A Common  Shares
offered  hereby for  a period  of 360  days after  the date  of this Prospectus,
without the prior  written consent  of the  Representatives; provided,  however,
that  the Company may issue:  (i) options pursuant to  any employee stock option
plan, stock ownership plan or dividend  reinvestment plan in effect on the  date
of  this Prospectus, (ii) Class A Common  Shares upon the conversion or exercise
of securities or Options  outstanding on the date  of this Prospectus and  (iii)
commencing  90 days after the date of  this Prospectus, Class A Common Shares or
securities convertible, exercisable or exchangeable for Class A Common Shares in
mergers, acquisitions or similar transactions.
    
 
    The Underwriting  Agreement  provides  that  the  Company  and  the  Selling
Shareholders   will   indemnify   the  several   Underwriters   against  certain
liabilities, including liabilities  under the Securities  Act, or contribute  to
payments  the  Underwriters may  be  required to  make  in respect  thereof. The
Underwriters have agreed to reimburse the Company for certain expenses  incurred
by the Company in connection with the Offering.
 
    Prior  to the  Offering, there  has been  no public  market for  the Class A
Common Shares. The initial public offering  price for the Class A Common  Shares
will  be  determined  by  negotiation  among  the  Company,  Ripplewood  and the
Representatives. Among the factors to  be considered in determining the  initial
public  offering  price will  be the  earnings and  certain other  financial and
operating information of the Company in recent periods, the future prospects  of
the Company and its industry in general, the general condition of the securities
market  at the  time of  the Offering  and the  market prices  of securities and
certain financial and operating information  of companies engaged in  activities
similar  to those of the  Company. There can, however,  be no assurance that the
prices at which the Class A Common  Shares will sell in the public market  after
the  Offering will not  be lower than  the price at  which they are  sold by the
Underwriters.
 
    The Company will pay Ripplewood a fee  of $600,000 at the time the  Offering
is  completed for additional  services provided in  connection with the Offering
and related transactions.
 
    The Class A Common  Shares have been  approved for listing  on the New  York
Stock Exchange under the symbol "DSD," subject to official notice of issuance.
 
                                 LEGAL MATTERS
 
    The validity of the Class A Common Shares offered hereby will be passed upon
for  the Company and the  Selling Shareholders by Thompson  Hine & Flory P.L.L.,
Dayton, Ohio. Certain legal matters relating to the Offering will be passed upon
for the Company by Cravath,  Swaine & Moore, New  York, New York. Certain  legal
matters  relating to the  Offering will be  passed upon for  the Underwriters by
Debevoise & Plimpton, New York, New York. Debevoise & Plimpton will rely, as  to
matters of Ohio law, on the opinion of Thompson Hine & Flory P.L.L. From time to
time  Debevoise &  Plimpton has  represented certain  affiliates of  the Company
(such as Ripplewood, Timothy C. Collins and Matthew O. Diggs, Jr.), including in
connection with Ripplewood's acquisition of the Company, and expects to continue
to do so in the future.
 
                                       59
<PAGE>
                                    EXPERTS
 
    The consolidated financial statements of the Company as of December 31, 1994
and 1995 and for each of the three  years in the period ended December 31,  1995
included   in  this  Prospectus  have  been  audited  by  Arthur  Andersen  LLP,
independent public  accountants,  as  indicated in  their  report  with  respect
thereto,  and are included herein in reliance upon the authority of such firm as
experts in accounting and auditing in giving such reports.
 
    The consolidated statements of  operations and cash  flows of Dur-O-Wal  for
the  year ended December 31, 1994 included  in this Prospectus have been audited
by Altschuler,  Melvoin  and Glasser  LLP,  independent public  accountants,  as
indicated  in  their report  with respect  thereto, and  are included  herein in
reliance upon the authority of such  firm as experts in accounting and  auditing
in giving such report.
 
    The  consolidated statements of  operations and cash  flows of Dur-O-Wal for
the years ended December 31, 1992 and 1993 included in this Prospectus have been
audited by Coopers &  Lybrand L.L.P., independent  accountants, as indicated  in
their  report with respect thereto, and are included herein in reliance upon the
authority of such firm as experts in accounting and auditing.
 
    The Company has agreed to indemnify Altschuler, Melvoin and Glasser LLP  for
costs  and  expenses that  Altschuler, Melvoin  and Glasser  LLP might  incur in
successfully defending itself in litigation resulting from the inclusion of  its
report in the registration statement of which this Prospectus forms a part. Such
indemnification,  however, will be null and  void should Altschuler, Melvoin and
Glasser LLP be found by a court to be liable for professional malpractice.
 
                             AVAILABLE INFORMATION
 
    The Company  has filed  with  the Securities  and Exchange  Commission  (the
"Commission")   a  Registration   Statement  on  Form   S-1  (the  "Registration
Statement") under the Securities Act for the registration of the Class A  Common
Shares  offered  hereby.  This  Prospectus,  which  constitutes  a  part  of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement, certain  items of  which are contained  in exhibits  and
schedules   to  the  Registration  Statement  as  permitted  by  the  rules  and
regulations of  the Commission.  For  further information  with respect  to  the
Company  and the Class A Common Shares  offered hereby, reference is made to the
Registration Statement, including the exhibits thereto, and financial statements
and notes filed as a part thereof.
 
    Statements made in this Prospectus  concerning the contents of any  contract
or  other  document are  not  necessarily complete.  With  respect to  each such
contract or  other document  filed with  the  Commission as  an exhibit  to  the
Registration  Statement, reference  is made to  the exhibit for  a more complete
description of the  matter involved,  and each  such statement  shall be  deemed
qualified  in its entirety by such reference. The Registration Statement and the
exhibits and schedules thereto filed by  the Company with the Commission may  be
inspected  at the  public reference facilities  maintained by  the Commission at
Judiciary Plaza, 450  Fifth Street,  N.W., Washington,  D.C. 20549,  and at  the
regional  offices of the Commission located at 7 World Trade Center, Suite 1300,
New York, New York 10048  and at 500 West  Madison Street, Suite 1400,  Chicago,
Illinois  60661.  Copies  of such  materials  may  be obtained  from  the Public
Reference Section of the  Commission, Judiciary Plaza,  450 Fifth Street,  N.W.,
Washington, D.C. 20549, at prescribed rates.
 
    As  a  result  of the  Offering,  the  Company will  become  subject  to the
informational requirements of the  Securities Exchange Act  of 1934, as  amended
(the  "Exchange  Act").  So long  as  the  Company is  subject  to  the periodic
reporting requirements of  the Exchange  Act, it  will continue  to furnish  the
reports  and other information  required thereby to  the Commission. The Company
intends to furnish  holders of  the Class A  Common Shares  with annual  reports
containing,  among other information, audited  financial statements certified by
an independent public accounting firm and quarterly reports containing unaudited
condensed financial  information for  the first  three quarters  of each  fiscal
year. The Company also intends to furnish such other reports as it may determine
or as may be required by law.
 
                                       60
<PAGE>
                         INDEX TO FINANCIAL STATEMENTS
 
   
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                             ---------
<S>                                                                                                          <C>
Dayton Superior Corporation and Subsidiaries:
  Report of Independent Public Accountants.................................................................        F-2
  Consolidated Balance Sheets as of December 31, 1994 and 1995.............................................        F-3
  Consolidated Statements of Operations for the years ended December 31, 1993, 1994 and 1995...............        F-4
  Consolidated Statements of Shareholders' Equity for the years ended December 31, 1993, 1994 and 1995.....        F-5
  Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1994 and 1995...............        F-6
  Notes to Consolidated Financial Statements...............................................................        F-7
  Consolidated Balance Sheet as of December 31, 1995 and March 29, 1996 (unaudited)........................       F-20
  Consolidated Statements of Operations for the three fiscal months ended March 31, 1995 and March 29, 1996
   (unaudited).............................................................................................       F-21
  Consolidated Statements of Cash Flows for the three fiscal months ended March 31, 1995 and March 29, 1996
   (unaudited).............................................................................................       F-22
  Notes to Consolidated Financial Statements (unaudited)...................................................       F-23
Dur-O-Wal, Inc. and Subsidiary:
  Reports of Independent Accountants.......................................................................       F-24
  Consolidated Statements of Operations for the years ended December 31, 1992, 1993, and 1994..............       F-26
  Consolidated Statements of Cash Flows for the years ended December 31, 1992, 1993, and 1994..............       F-27
  Notes to Consolidated Financial Statements...............................................................       F-28
  Consolidated Statements of Income for the periods January 1 through October 15, 1994 and 1995
   (unaudited).............................................................................................       F-31
  Consolidated Statements of Cash Flows for the periods January 1 through October 15, 1994 and 1995
   (unaudited).............................................................................................       F-32
  Notes to Consolidated Financial Statements (unaudited)...................................................       F-33
</TABLE>
    
 
                                      F-1
<PAGE>
    After  the authorization of the stock split  discussed in Note 10a to Dayton
Superior Corporation's consolidated financial statements,  we expect to be in  a
position to render the following report.
 
                                                             ARTHUR ANDERSEN LLP
 
   
May 29, 1996
    
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Shareholders of Dayton Superior Corporation:
 
    We  have  audited the  accompanying  consolidated balance  sheets  of Dayton
Superior Corporation (an Ohio corporation)  and Subsidiaries as of December  31,
1994   and  1995,  and  the   related  consolidated  statements  of  operations,
shareholders' equity and cash flows  for each of the  three years in the  period
ended  December 31, 1995.  These financial statements  are the responsibility of
the Company's management. Our responsibility is  to express an opinion on  these
financial statements based on our audits.
 
    We  conducted  our audits  in  accordance with  generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In  our opinion, the financial statements  referred to above present fairly,
in all material respects, the financial position of Dayton Superior  Corporation
and  Subsidiaries as  of December 31,  1994 and  1995, and the  results of their
operations and their cash flows for each  of the three years in the period  then
ended  December  31,  1995  in  conformity  with  generally  accepted accounting
principles.
 
Dayton, Ohio
February 10, 1996 (except with respect to the matters discussed in Note 10
                as to which the date is                ).
 
                                      F-2
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 1994 AND 1995
                                     ASSETS
 
   
<TABLE>
<CAPTION>
                                                                                           1994       1995
                                                                                         ---------  ---------
                                                                                             (AMOUNTS IN
                                                                                              THOUSANDS,
                                                                                             EXCEPT SHARE
                                                                                               AMOUNTS)
<S>                                                                                      <C>        <C>
CURRENT ASSETS:
  Cash.................................................................................       $464       $643
  Accounts receivable, net of allowance for
   doubtful accounts of $764 and $708 (Note 4)                                               9,089     11,724
  Inventories (Notes 2 and 4)..........................................................      9,724     12,392
  Rental equipment, net (Note 2).......................................................        847      1,235
  Prepaid expenses.....................................................................        507        474
  Prepaid income taxes.................................................................         --        436
  Future income tax benefits (Note 7)..................................................         --      1,393
                                                                                         ---------  ---------
    Total current assets...............................................................     20,631     28,297
                                                                                         ---------  ---------
PROPERTY, PLANT AND EQUIPMENT (Note 2):
  Land.................................................................................        496        932
  Building and improvements............................................................      5,263      8,209
  Machinery and equipment..............................................................     11,835     18,419
                                                                                         ---------  ---------
                                                                                            17,594     27,560
  Less accumulated depreciation........................................................     (8,022)   (10,000)
                                                                                         ---------  ---------
      Net property, plant and equipment................................................      9,572     17,560
                                                                                         ---------  ---------
GOODWILL AND INTANGIBLE ASSETS,
 net of accumulated amortization (Note 2)..............................................     42,130     57,734
OTHER ASSETS...........................................................................         38        269
                                                                                         ---------  ---------
    Total assets.......................................................................  $  72,371  $ 103,860
                                                                                         ---------  ---------
                                                                                         ---------  ---------
</TABLE>
    
 
                      LIABILITIES AND SHAREHOLDERS' EQUITY
 
   
<TABLE>
<S>                                                                                      <C>        <C>
CURRENT LIABILITIES:
  Current portion of long-term debt (Note 4)...........................................        $--        $32
  Accounts payable.....................................................................      6,391      8,043
  Amounts due to former shareholder (Note 5)...........................................         --      1,000
  Accrued interest.....................................................................          4      2,063
  Accrued compensation and benefits....................................................      3,251      3,889
  Other accrued liabilities............................................................      1,624      2,987
  Income taxes payable.................................................................        174         --
                                                                                         ---------  ---------
    Total current liabilities..........................................................     11,444     18,014
LONG-TERM DEBT (Note 4)................................................................     24,448     52,980
DEFERRED INCOME TAXES (Note 7).........................................................         --      2,781
OTHER LONG-TERM LIABILITIES............................................................      1,969      2,600
                                                                                         ---------  ---------
    Total liabilities..................................................................     37,861     76,375
                                                                                         ---------  ---------
COMMITMENTS AND CONTINGENCIES (Note 8)
REDEEMABLE PREFERRED SHARES (Note 5)...................................................      6,836         --
                                                                                         ---------  ---------
SHAREHOLDERS' EQUITY:
  Class A Common shares; no par value; 20,000,000 shares authorized; 2,040,000 and
   2,804,500 shares issued; and 2,038,000 and 2,802,500 shares outstanding.............     14,554     17,483
  Class B Common shares; no par value; 15,000,000 shares authorized; 873,400 and
   485,500 shares issued and outstanding...............................................      1,714      1,942
  Cumulative foreign currency translation adjustment...................................       (157)      (139)
  Excess pension liability (Note 6)....................................................       (295)       (50)
  Retained earnings....................................................................     11,939      8,330
  Treasury shares, Class A Common, 2,000 shares, at cost...............................        (81)       (81)
                                                                                         ---------  ---------
    Total shareholders' equity.........................................................     27,674     27,485
                                                                                         ---------  ---------
      Total liabilities and shareholders' equity.......................................  $  72,371  $ 103,860
                                                                                         ---------  ---------
                                                                                         ---------  ---------
</TABLE>
    
 
          The accompanying notes to consolidated financial statements
           are an integral part of these consolidated balance sheets.
 
                                      F-3
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
 
<TABLE>
<CAPTION>
                                                                               1993        1994         1995
                                                                            ----------  -----------  -----------
                                                                            (AMOUNTS IN THOUSANDS, EXCEPT SHARE
                                                                                   AND PER SHARE AMOUNTS)
<S>                                                                         <C>         <C>          <C>
NET SALES.................................................................     $75,154      $82,341      $92,802
COST OF SALES.............................................................      55,427       58,011       63,990
                                                                            ----------  -----------  -----------
  Gross profit............................................................      19,727       24,330       28,812
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES..............................      15,871       18,027       20,189
                                                                            ----------  -----------  -----------
  Income from operations..................................................       3,856        6,303        8,623
OTHER EXPENSES:
  Interest expense, net...................................................      10,118        6,017        4,231
  Other, net..............................................................          --          873           (3)
                                                                            ----------  -----------  -----------
  Income (loss) before income taxes and extraordinary item................      (6,262)        (587)       4,395
PROVISION (BENEFIT) FOR INCOME TAXES......................................         (89)          95          690
                                                                            ----------  -----------  -----------
  Income (loss) before extraordinary item.................................      (6,173)        (682)       3,705
EXTRAORDINARY ITEM--
  Gain on forgiveness of debt, net of income tax effect of $92 (Note 3)...          --       31,354           --
                                                                            ----------  -----------  -----------
  Net income (loss).......................................................      (6,173)      30,672        3,705
Dividends on Redeemable Preferred Shares..................................          --         (361)        (470)
Accretion on Redeemable Preferred Shares..................................          --         (136)        (192)
Redemption of Redeemable Preferred Shares in excess of book value.........          --           --       (2,972)
                                                                            ----------  -----------  -----------
Net income (loss) available to common shareholders........................     $(6,173)     $30,175          $71
                                                                            ----------  -----------  -----------
                                                                            ----------  -----------  -----------
Income (loss) per share before extraordinary item.........................     $(64.95)      $(0.58)       $0.02
Extraordinary item per share..............................................          --        15.50           --
                                                                            ----------  -----------  -----------
Net income (loss) per share...............................................     $(64.95)      $14.92        $0.02
                                                                            ----------  -----------  -----------
                                                                            ----------  -----------  -----------
Weighted average common and common equivalent shares outstanding..........      95,039    2,021,918    3,560,808
                                                                            ----------  -----------  -----------
                                                                            ----------  -----------  -----------
</TABLE>
 
          The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.
 
                                      F-4
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
<TABLE>
<CAPTION>
                                                                                                        CUMULATIVE
                                           CLASS A                 CLASS B                                FOREIGN
                                        COMMON SHARES           COMMON SHARES                            CURRENCY       EXCESS
                                    ----------------------  ----------------------    SUBSCRIPTIONS     TRANSLATION     PENSION
                                     SHARES      AMOUNT      SHARES      AMOUNT        RECEIVABLE       ADJUSTMENT     LIABILITY
                                    ---------  -----------  ---------  -----------  -----------------  -------------  -----------
                                                     (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<S>                                 <C>        <C>          <C>        <C>          <C>                <C>            <C>
Balances, December 31, 1992.......     40,000   $  10,000      10,000         $--             $--      $       (83  )        $--
Net loss..........................
Foreign currency translation
 adjustment.......................                                                                             (33  )
Excess pension liability
 adjustment.......................                                                                                          (150)
Reclassification of notes
 receivable from stock issuance...                                                           (268    )
                                    ---------  -----------  ---------  -----------         ------           ------    -----------
Balances, December 31, 1993.......     40,000      10,000      10,000          --            (268    )        (116  )       (150)
Net income........................
Foreign currency translation
 adjustment.......................                                                                             (41  )
Excess pension liability
 adjustment.......................                                                                                          (145)
Cancellation of notes receivable
 from stock issuance..............                                                            268
Issuance of Common Shares and
 warrants in exchange for debt,
 net of issuance costs (Note 3)...         --         554     863,400       1,714
Dividends on Redeemable Preferred
 Class A Shares, $7.22 per
 share............................
Accretion on Redeemable Preferred
 Class B Shares...................
Issuance of Common Shares for
 cash.............................  2,000,000       4,000
                                    ---------  -----------  ---------  -----------         ------           ------    -----------
Balances, December 31, 1994.......  2,040,000      14,554     873,400       1,714              --             (157  )       (295)
Net income........................
Foreign currency translation
 adjustment.......................                                                                              18
Excess pension liability
 adjustment.......................                                                                                           245
Dividends on Redeemable Preferred
 Class A Shares, $9.40 per
 share............................
Accretion on Redeemable Preferred
 Class B Shares...................
Acquisition of Common Shares (Note
 5)...............................                           (873,400)     (1,714 )
Redemption of Redeemable Preferred
 Shares (Note 5)..................
Issuance of Common Shares for
 cash, net of issuance costs......    764,500       2,929     485,500       1,942
                                    ---------  -----------  ---------  -----------         ------           ------    -----------
Balances, December 31, 1995.......  2,804,500  $   17,483     485,500  $    1,942             $--      $      (139  )       $(50)
                                    ---------  -----------  ---------  -----------         ------           ------    -----------
                                    ---------  -----------  ---------  -----------         ------           ------    -----------
 
<CAPTION>
 
                                       RETAINED         TREASURY SHARES
                                       EARNINGS
                                     (ACCUMULATED   ------------------------
                                       DEFICIT)       SHARES       AMOUNT       TOTAL
                                    --------------  -----------  -----------  ---------
 
<S>                                 <C>             <C>          <C>          <C>
Balances, December 31, 1992.......  $    (12,063  )        350   $      (78 ) $  (2,224)
Net loss..........................        (6,173  )                              (6,173)
Foreign currency translation
 adjustment.......................                                                  (33)
Excess pension liability
 adjustment.......................                                                 (150)
Reclassification of notes
 receivable from stock issuance...                                                 (268)
                                    --------------       -----          ---   ---------
Balances, December 31, 1993.......       (18,236  )        350          (78 )    (8,848)
Net income........................        30,672                                 30,672
Foreign currency translation
 adjustment.......................                                                  (41)
Excess pension liability
 adjustment.......................                                                 (145)
Cancellation of notes receivable
 from stock issuance..............                       1,650           (3 )       265
Issuance of Common Shares and
 warrants in exchange for debt,
 net of issuance costs (Note 3)...                                                2,268
Dividends on Redeemable Preferred
 Class A Shares, $7.22 per
 share............................          (361  )                                (361)
Accretion on Redeemable Preferred
 Class B Shares...................          (136  )                                (136)
Issuance of Common Shares for
 cash.............................                                                4,000
                                    --------------       -----          ---   ---------
Balances, December 31, 1994.......        11,939         2,000          (81 )    27,674
Net income........................         3,705                                  3,705
Foreign currency translation
 adjustment.......................                                                   18
Excess pension liability
 adjustment.......................                                                  245
Dividends on Redeemable Preferred
 Class A Shares, $9.40 per
 share............................          (470  )                                (470)
Accretion on Redeemable Preferred
 Class B Shares...................          (192  )                                (192)
Acquisition of Common Shares (Note
 5)...............................        (3,680  )                              (5,394)
Redemption of Redeemable Preferred
 Shares (Note 5)..................        (2,972  )                              (2,972)
Issuance of Common Shares for
 cash, net of issuance costs......                                                4,871
                                    --------------       -----          ---   ---------
Balances, December 31, 1995.......  $      8,330         2,000   $      (81 ) $  27,485
                                    --------------       -----          ---   ---------
                                    --------------       -----          ---   ---------
</TABLE>
 
          The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.
 
                                      F-5
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
 
<TABLE>
<CAPTION>
                                                                                              1993         1994          1995
                                                                                           ----------  ------------  ------------
                                                                                                   (AMOUNTS IN THOUSANDS)
<S>                                                                                        <C>         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)......................................................................  $   (6,173)      $30,672        $3,705
  Adjustments to reconcile net income (loss) to net cash provided by (used in) operating
   activities:
    Extraordinary gain on forgiveness of debt............................................          --       (31,354)           --
    Depreciation.........................................................................       1,914         2,194         2,777
    Amortization of goodwill and intangibles.............................................       1,303         1,305         1,491
    Deferred income taxes................................................................          --            --          (120)
    Amortization of debt discount and deferred financing costs...........................         582           385           409
    Loss (gain) on sales of assets.......................................................         (71)           16           (17)
Change in assets and liabilities, net of effects of acquisition of Dur-O-Wal, Inc. and
 Subsidiary:
    Accounts receivable..................................................................      (1,291)       (1,580)          206
    Inventories..........................................................................        (309)       (1,692)       (1,175)
    Prepaid income taxes and income taxes payable........................................        (138)          224          (473)
    Accounts payable.....................................................................         538         2,038          (425)
    Accrued liabilities..................................................................       6,862        (9,954)        1,989
    Other, net...........................................................................        (714)          170          (141)
                                                                                           ----------  ------------  ------------
      Net cash provided by (used in) operating activities................................       2,503        (7,576)        8,226
                                                                                           ----------  ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Property, plant and equipment additions, net...........................................      (1,647)       (2,082)       (2,730)
  Proceeds from sales of assets..........................................................          30             7            37
  Acquisition of Dur-O-Wal, Inc. and Subsidiary, net of cash acquired (Note 1)...........          --            --       (23,628)
                                                                                           ----------  ------------  ------------
      Net cash used in investing activities..............................................      (1,617)       (2,075)      (26,321)
                                                                                           ----------  ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends paid on Redeemable Preferred Shares..........................................          --          (361)         (470)
  Repayments of long-term debt...........................................................          --       (23,369)          (98)
  Issuance of long-term debt.............................................................          --        24,414        28,594
  Issuance of Common Shares and warrants.................................................          --         4,554         4,871
  Financing costs and fees...............................................................          --        (1,326)         (247)
  Acquisition of Common Shares...........................................................          --            --        (4,394)
  Redemption of Redeemable Preferred Shares..............................................          --            --       (10,000)
                                                                                           ----------  ------------  ------------
      Net cash provided by financing activities..........................................          --         3,912        18,256
                                                                                           ----------  ------------  ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH..................................................         (33)          (41)           18
                                                                                           ----------  ------------  ------------
      Net increase (decrease) in cash....................................................         853        (5,780)          179
CASH, beginning of year..................................................................       5,391         6,244           464
                                                                                           ----------  ------------  ------------
CASH, end of year........................................................................      $6,244          $464          $643
                                                                                           ----------  ------------  ------------
                                                                                           ----------  ------------  ------------
</TABLE>
 
          The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.
 
                                      F-6
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1993, 1994 AND 1995
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
(1) THE COMPANY
    The  accompanying consolidated financial statements  include the accounts of
Dayton Superior Corporation and its  wholly owned subsidiaries, Dayton  Superior
Canada  Ltd.  and  commencing  as  of October  16,  1995,  Dur-O-Wal,  Inc., and
Dur-O-Wal Limited (collectively referred to  as the "Company"). All  significant
intercompany transactions have been eliminated.
 
    The Company operates in one segment, manufacturing and distributing concrete
and  masonry accessories. The Company is the largest North American manufacturer
and distributor  of specialized  metal accessories  used primarily  in  concrete
construction and masonry construction. The Company's products are used primarily
in  two segments of the construction industry: non-residential building projects
such  as  institutional   buildings,  retail  sites,   commercial  offices   and
manufacturing facilities; and infrastructure projects such as highways, bridges,
utilities, water and waste treatment facilities and airport runways. The Company
believes that its distribution system is the largest in its industry, consisting
of  a network of 22 Company-operated  service/distribution centers in the United
States and Canada and over 3,000 customers, including stocking dealers, brokers,
rebar  fabricators,   precast   concrete  manufacturers   and   concrete   block
manufacturers.  The Company  employs approximately  240 salaried  and 470 hourly
personnel, of whom  approximately 300 of  the hourly personnel  and five of  the
salaried  personnel  are represented  by labor  unions. A  collective bargaining
agreement expiring in 1996 covers five salaried employees at the Company's Santa
Fe Springs facility.
 
    As of  December  31, 1994,  Dayton  Superior Corporation  was  a  52%-owned,
indirect  subsidiary of Onex Corporation ("Onex"), an Ontario corporation listed
on the Toronto and Montreal Stock Exchanges. During October 1995, 98% of  Onex's
shares   in  the  Company   were  transferred  to   Ripplewood  Holdings  L.L.C.
("Ripplewood"). Ripplewood holds 50.4% of the common shares of the Company as of
December 31, 1995. Onex is a minority shareholder of Ripplewood.
 
    On October 16, 1995, the Company purchased all of the outstanding shares  of
Dur-O-Wal, Inc., a Chicago-area based manufacturer of masonry wall reinforcement
products  with seven  manufacturing and  distribution facilities  throughout the
United  States  and  Canada.  Sales  are  made  principally  to  masonry   block
manufacturers  and wholesalers of masonry materials throughout the United States
and Canada. The purchase price of $21,875, plus acquisition costs of $1,766, was
financed by draws on the line of credit, which aggregated $8,641, and new Senior
Promissory Notes  of  $15,000. The  acquisition  has  been accounted  for  as  a
purchase,  and  the results  of  Dur-O-Wal, Inc.  and  its subsidiary  have been
included in the accompanying consolidated financial statements since the date of
acquisition. The cost  of the  acquisition has been  allocated on  the basis  of
appraised  fair value  of the assets  acquired and  liabilities assumed. Certain
appraisals and evaluations are preliminary estimates and may change during 1996.
In management's opinion, the preliminary allocation of the purchase price is not
expected to differ materially from the final allocation.
 
<TABLE>
<S>                                                                 <C>
Cash..............................................................        $13
Other current assets..............................................      5,948
Property, plant and equipment.....................................      7,620
Other assets......................................................        267
Goodwill..........................................................     17,167
                                                                    ---------
  Total assets acquired...........................................     31,015
Liabilities assumed...............................................     (7,374)
                                                                    ---------
  Net assets acquired.............................................  $  23,641
                                                                    ---------
                                                                    ---------
</TABLE>
 
                                      F-7
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 1993, 1994 AND 1995
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
(1) THE COMPANY (CONTINUED)
    The unaudited consolidated  results of operations  on a pro  forma basis  as
though  Dur-O-Wal, Inc.  had been acquired  as of  the beginning of  1994 are as
follows:
 
<TABLE>
<CAPTION>
                                                                         1994         1995
                                                                      -----------  -----------
<S>                                                                   <C>          <C>
Net sales...........................................................  $   106,965  $   113,695
Gross profit........................................................       30,421       33,718
Income before extraordinary item....................................          487        3,404
Income (loss) before extraordinary item available for common
 shareholders.......................................................          (10)        (230)
Income (loss) per share before extraordinary item...................        (0.00)       (0.08)
</TABLE>
 
    The pro forma financial information is presented for informational  purposes
only  and is not necessarily indicative of the operating results that would have
occurred had the Dur-O-Wal,  Inc. acquisition been consummated  as of the  above
date, nor are they necessarily indicative of future operating results.
 
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
(a)  INVENTORIES--Substantially  all  finished products  and  raw  materials are
    stated at the lower of last-in, first-out ("LIFO") cost (which  approximates
    current  cost)  or market.  The net  realizable  value reserves  reflect the
    Company's best estimate of the excess of the cost of potential obsolete  and
    slow moving inventory over the expected net realizable value. The reserve is
    measured  by taking an analysis of inventory  with low sales during the year
    and comparing  the  net realizable  value  of  these items  to  their  cost.
    Following  is a summary of the components  of inventories as of December 31,
    1994 and  1995, net  of net  realizable  value reserves  of $368  and  $770,
    respectively:
 
<TABLE>
<CAPTION>
                                                                            1994       1995
                                                                          ---------  ---------
<S>                                                                       <C>        <C>
Raw materials...........................................................  $   2,145     $2,562
Finished goods..........................................................      7,579      9,830
                                                                          ---------  ---------
                                                                              9,724     12,392
LIFO Reserve............................................................         --         --
                                                                          ---------  ---------
                                                                          $   9,724  $  12,392
                                                                          ---------  ---------
                                                                          ---------  ---------
</TABLE>
 
(b)  PROPERTY, PLANT AND EQUIPMENT--Property, plant  and equipment are valued at
    cost and depreciated over their  estimated useful lives using  straight-line
    and accelerated methods. Following is a summary of estimated useful lives:
 
<TABLE>
<S>                                                              <C>
Building and improvements......................................  10-20 years
Machinery and equipment........................................   5-10 years
</TABLE>
 
    Leasehold  improvements are  amortized over  the lesser  of the  term of the
    lease or  the estimated  useful life  of the  improvement. Improvements  and
    replacements are capitalized, while expenditures for maintenance and repairs
    are charged to expense as incurred.
 
(c) RENTAL EQUIPMENT--Rental equipment is manufactured by the Company for resale
    and  for rent to others on a short-term basis. Rental equipment is amortized
    over  the  estimated  useful  life  of  the  equipment,  six  years,  on  an
    accelerated  method. The balances as of December  31, 1994 and 1995, are net
    of accumulated  amortization  of  $1,161 and  $1,438,  respectively.  Annual
    amortization  is charged to cost of  sales. Rental revenues account for less
    than 10% of the Company's net sales.
 
                                      F-8
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 1993, 1994 AND 1995
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) INCOME  TAXES--Deferred  income taxes  are  determined by  applying  current
    statutory  tax  rates to  the cumulative  temporary differences  between the
    carrying value of  assets and  liabilities for financial  reporting and  tax
    purposes.
 
(e)  GOODWILL AND INTANGIBLE ASSETS--Goodwill and intangible assets are recorded
    at the date of acquisition at their allocated cost. Amortization is provided
    over the estimated useful lives of the assets as disclosed below:
 
<TABLE>
<CAPTION>
                                                                  ACCUMULATED
                                                                 AMORTIZATION         BALANCE AT
                                 AMORTIZATION     ORIGINAL    (STRAIGHT-LINE) AT     DECEMBER 31,
DESCRIPTION                      PERIOD-YEARS       COST       DECEMBER 31, 1995         1995
- -----------------------------  -----------------  ---------  ---------------------  --------------
<S>                            <C>                <C>        <C>                    <C>
Goodwill.....................             40      $  64,207        $  (7,634)         $   56,573
Deferred financing costs.....            3-8          1,287             (250)              1,037
License agreement and
 other.......................            1-5            110              (43)                 67
Deferred pension costs.......             --             57               --                  57
</TABLE>
 
    The carrying value of goodwill is assessed for recoverability by  management
    when  changes in circumstances indicate that  the carrying amount may not be
    recoverable, based on an analysis of undiscounted future expected cash flows
    from the use and ultimate disposition of the asset.
 
    In March 1995, the Financial Accounting Standards Board issued Statement No.
    121, "Accounting for the Impairment of Long-Lived Assets and for  Long-Lived
    Assets  to be Disposed  Of" ("SFAS 121"). SFAS  121 establishes standards on
    accounting for the  impairment of long-lived  assets, goodwill,  intangibles
    and  assets to be disposed of. The Company  is required to adopt SFAS 121 no
    later than January 1, 1996. The  Company does not believe that the  adoption
    will have a material impact on its consolidated financial statements.
 
(f)    FOREIGN  CURRENCY TRANSLATION  ADJUSTMENT--The  financial  statements and
    transactions  of  Dayton  Superior  Canada  Ltd.  and  Dur-O-Wal,  Ltd.  are
    maintained  in  their functional  currency (Canadian  dollars) and  are then
    translated into U.S. dollars.  The balance sheets are  translated at end  of
    year  rates  while  revenues,  expenses and  cash  flows  are  translated at
    weighted average rates throughout  the year. Translation adjustments,  which
    result  from the process of translating Canadian dollar financial statements
    to U.S. dollars, are  accumulated in a  separate component of  shareholders'
    equity.
 
(g)  NET INCOME  (LOSS) PER  SHARE--Net income (loss)  per share  is computed by
    dividing net income (loss) available to common shareholders by the  weighted
    average  number of common and common share equivalents outstanding (adjusted
    for the stock  split discussed in  Note 10a) during  the year. Common  share
    equivalents  include  the number  of shares  issuable  upon the  exercise of
    outstanding options and warrants to purchase 346,600 Class A Common  Shares,
    less  the shares that could be purchased with the proceeds from the exercise
    of the options  and warrants, based  on an assumed  initial public  offering
    price of $13.50 per share. For the purposes of calculating net income (loss)
    per common and common equivalent share, common equivalent shares issued more
    than  12 months prior to the initial public offering are excluded in periods
    with a net loss available  to common shareholders. Common equivalent  shares
    issued less than 12 months prior to the initial public offering are included
    for all periods presented.
 
                                      F-9
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 1993, 1994 AND 1995
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(h) STATEMENT OF CASH FLOWS--Cash and cash equivalents include all highly liquid
    investments  with a maturity  of three months  or less at  time of purchase.
    Following are additional cash flow disclosures for the years ended  December
    31, 1993, 1994, and 1995:
 
<TABLE>
<CAPTION>
                                                                 1993       1994       1995
                                                               ---------  ---------  ---------
<S>                                                            <C>        <C>        <C>
Cash paid for income taxes...................................        $53         $1  $   1,132
Cash paid for interest.......................................      1,989     16,590      1,763
Accretion of Redeemable Preferred Shares.....................         --        136        192
Issuance of Common Shares and Redeemable Preferred Shares in
 exchange for debt...........................................         --      8,414         --
Payable for acquisition of Common Shares.....................         --         --      1,000
</TABLE>
 
(i)   USE  OF ESTIMATES--The preparation  of financial  statements in conformity
    with generally accepted  accounting principles requires  management to  make
    estimates  and assumptions  that affect the  reported amounts  of assets and
    liabilities at the balance sheet date  and the reported amounts of  revenues
    and  expenses  during  the  year. Actual  results  could  differ  from those
    estimates. Examples  of accounts  in which  estimates are  used include  the
    reserve  for  excess  and  obsolete inventory,  the  allowance  for doubtful
    accounts, the accrual  for self-insured employee  medical claims, the  self-
    insured  product and  general liability  accrual, the  self-insured workers'
    compensation accrual, the valuation allowance  for deferred tax assets,  and
    actuarial assumptions used in determining pension benefits.
 
(3) EXTRAORDINARY GAIN ON FORGIVENESS OF DEBT
    During  May 1994, the  Company consummated an agreement  with its lenders to
restructure its  debt as  a result  of  being in  default on  certain  financial
covenants  and being unable to  make payments of principal  and interest as they
came due. The following debt instruments and related items were retired:
 
<TABLE>
<S>                                                                 <C>
Revolving line of credit..........................................     $7,000
Senior Promissory Note............................................     35,000
Senior Subordinated Promissory Notes..............................     20,000
Junior Subordinated Notes Payable.................................      2,680
Unamortized debt discount.........................................       (559)
Financing costs...................................................       (559)
                                                                    ---------
                                                                    $  63,562
                                                                    ---------
</TABLE>
 
    The Company funded  the restructuring  by issuing the  following package  of
cash  and  securities  to the  former  debt  holders. The  market  value  of the
Redeemable Preferred Shares  was determined  by independent  appraisal. The  new
Senior  Promissory Notes  were issued  to and the  revolving line  of credit was
established with third parties unrelated to the former debt holders.
 
<TABLE>
<S>                                                                 <C>
Cash..............................................................  $  23,369
863,400 Class B Common Shares, valued at..........................      1,714
50,000 Redeemable Preferred Shares, valued at market value of.....      5,000
50,000 Zero Coupon Redeemable Preferred Shares (redemption value
 $5,000), valued at market value of...............................      1,700
                                                                    ---------
                                                                       31,783
                                                                    ---------
Gain before related expenses and tax effect.......................  $  31,779
                                                                    ---------
                                                                    ---------
</TABLE>
 
                                      F-10
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 1993, 1994 AND 1995
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
(3) EXTRAORDINARY GAIN ON FORGIVENESS OF DEBT (CONTINUED)
    In addition, the Company  paid $14,631 of accrued  but unpaid interest.  The
Company  funded the  cash portion  of the  transaction through  cash on  hand of
$2,970, the issuance of Class A  Common Shares to its principal shareholder  for
$4,000,  the issuance of the Senior Notes  due 2002 (which included the warrants
to acquire 346,600 Class A  Common Shares at $0.000002  per share and expire  in
2002)  for $25,000 and the establishment  of a $20,000 revolving credit facility
under which it drew $6,030. As a  result of the transaction, the Company's  debt
was  reduced  by $33,767  and the  Company recognized  an extraordinary  gain of
$31,354 (net of tax effect of $92).
 
(4) CREDIT ARRANGEMENTS
    Following is a summary of the  Company's credit arrangements as of  December
31, 1994 and 1995:
 
(a) REVOLVING LINES OF CREDIT--During October 1995, the Company entered into two
    revolving  line  of  credit  agreements  (the  "Credit  Facility") totalling
    $30,000  through  December  1,  1999.  The  amount  available  under   these
    agreements is limited to the sum of (a) 85% of eligible accounts receivable,
    (b) the lesser of $10,000 or 60% of eligible inventories, and (c) $5,000. At
    December 31, 1995, the Company had $21,832 available under these agreements,
    of  which $13,280  was outstanding.  These agreements  replaced a  May 1994,
    $19,000 revolving line of credit agreement  with two banks and a CDN  $1,000
    revolving  line of credit agreement with a  Canadian affiliate of one of the
    banks.
 
    Borrowings outstanding under  these agreements bear  interest at prime  plus
    0.25%  (8.75% at December 31, 1995), 30-  or 60-day LIBOR plus 2.75% (8.539%
    and 8.6133%, respectively,  at December  31, 1995) and  8.59% fixed  through
    October  31, 1996, as selected by the Company. A commitment fee of 0.25% per
    annum is payable on the average unused amount.
 
    Average borrowings  under  these  agreements  and  their  predecessors  were
    $7,000,  $4,823, and $3,852 during 1993,  1994 and 1995, respectively, at an
    approximate weighted  average  interest  rate  of  7.5%,  8.2%,  and  10.2%,
    respectively. The maximum borrowings outstanding during 1993, 1994, and 1995
    were $7,000, $7,000 and $18,400, respectively.
 
    These  agreements contain certain restrictive covenants, which require that,
    among other things, the  Company maintain a minimum  tangible net worth  and
    limit  its  debt  to  tangible net  worth  ratio,  capital  expenditures and
    dividend payments. The Company  was in compliance with  the covenants as  of
    December 31, 1995.
 
                                      F-11
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 1993, 1994 AND 1995
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
(4) CREDIT ARRANGEMENTS (CONTINUED)
(b) LONG-TERM DEBT--Following is a summary of the Company's long-term debt as of
    December 31, 1994 and 1995:
 
<TABLE>
<CAPTION>
                                                                           1994       1995
                                                                         ---------  ---------
<S>                                                                      <C>        <C>
Unsecured Senior Promissory Notes, interest at 11.75% payable
 semi-annually, payable in annual installments of $6,250 beginning
 December 31, 1999, through December 31, 2002..........................  $  25,000  $  25,000
Unamortized debt discount..............................................       (642)      (575)
Revolving lines of credit..............................................         90     13,280
Unsecured Senior Promissory Notes, interest at 11.75% payable
 semi-annually, payable in annual installments of $3,750 beginning
 October 16, 2000, through October 16, 2003............................         --     15,000
City of Parsons, Kansas Economic Development Loan, interest at 7.0%
 payable quarterly, payable in quarterly installments of $8 through
 July 2005, secured by real estate in Parsons..........................         --        307
                                                                         ---------  ---------
Total long-term debt...................................................     24,448     53,012
Less current portion...................................................         --        (32)
                                                                         ---------  ---------
Long-term portion......................................................  $  24,448  $  52,980
                                                                         ---------  ---------
                                                                         ---------  ---------
</TABLE>
 
    Scheduled  maturities of long-term debt, excluding the effect of unamortized
    debt discount, are as follows:
 
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,                                                                          AMOUNT
- -----------------------------------------------------------------------------------  ---------
<S>                                                                                  <C>
1996...............................................................................        $32
1997...............................................................................         32
1998...............................................................................         32
1999...............................................................................     19,562
2000...............................................................................     10,032
Thereafter.........................................................................     23,897
                                                                                     ---------
                                                                                     $  53,587
                                                                                     ---------
                                                                                     ---------
</TABLE>
 
    The fair  market  value  of  the  Company's  fixed-rate  long-term  debt  is
    estimated  using discounted cash flow  analyses based on current incremental
    borrowing rates for similar types  of borrowing arrangements. The  estimated
    fair  value  of the  City of  Parsons, Kansas  Economic Development  Loan is
    approximately $250. The estimated fair values of the Senior Promissory Notes
    and Revolving Line of Credit approximate their face values.
 
    The new Senior Promissory Notes contain certain restrictive covenants, which
    require that, among other  things, the Company  maintain a minimum  tangible
    net  worth, a minimum  current ratio, a minimum  interest coverage ratio and
    limit its debt to equity  ratio and its ability  to pay dividends on  Common
    Shares.  The new Senior  Promissory Notes contain  a prepayment premium. The
    Company was in compliance with its loan covenants as of December 31, 1995.
 
                                      F-12
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 1993, 1994 AND 1995
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
(5) COMMON AND REDEEMABLE PREFERRED SHARES
 
(a) REDEEMABLE PREFERRED SHARES--The Class  A Redeemable Preferred Shares had  a
    liquidation  preference of  $5,000. Dividends accrued  at a rate  of 12% and
    were payable  semiannually. The  Class B  Redeemable Preferred  Shares  were
    recorded  at  their estimated  fair  market value  ($1,700)  on the  date of
    issuance. The difference between the  fair market value and the  liquidation
    value  was  being accreted  to  retained earnings  at  an effective  rate of
    approximately 13%. During  October 1995,  the Company purchased  all of  its
    Redeemable  Preferred  Shares from  the holders  at the  $10,000 liquidation
    value. The difference between the liquidation  value and the book value  was
    charged to retained earnings.
 
(b) COMMON SHARES--The following Common Share transactions occurred during 1994:
 
<TABLE>
<S>        <C>                                                                       <C>
- -          Issuance  of 863,400 Class  B Common Shares to  former debt holder (Note
            3).....................................................................      1,714
- -          Issuance of warrants to holder of new Senior Promissory Notes to acquire
            346,600 Class A Common Shares, net of issuance costs (Note 3)..........        554
- -          Issuance of  2,000,000  Class  A  Common  Shares  to  existing  Class  A
            shareholders
            for cash...............................................................      4,000
 
The following Common Share transactions occurred during 1995:
 
- -          Redemption  of 873,400 Class  B Common Shares  for $4,394 of  cash and a
            $1,000 payable due in 1996.............................................     (5,394)
- -          Issuance of  764,500  Class  A Common  Shares  to  management,  existing
            shareholders and two individuals, net of issuance costs................      2,929
- -          Issuance  of  485,500  Class  B  Common  Shares  to  holders  of  Senior
            Promissory Notes.......................................................      1,942
</TABLE>
 
(c) STOCK OPTION  PLANS--On May 26,  1994, the Company  terminated the  existing
    stock  option plan and canceled all related outstanding options. The Company
    then approved a new stock option plan and granted options to certain members
    of management to purchase 208,250 Class A Common Shares. The option price is
    $1.96  per  share,  which  was  fair  market  value  based  on   third-party
    transactions occurring at that time. The options become exercisable upon the
    third  anniversary  of  the date  the  options were  granted.  Under certain
    conditions, including a  qualified public  offering, options  granted to  an
    optionee  will become immediately  exercisable. All options  expire 10 years
    from the date of issuance.
 
    On October 11, 1995, the Company approved a new stock option plan,  granting
    options  to certain members of management  to purchase 64,500 Class A Common
    Shares. The option  price is $4.00  per share, which  was fair market  value
    based on third-party transactions occurring at that time. The options become
    exercisable upon the third anniversary of the date the options were granted.
    Under  certain conditions,  including a  qualified public  offering, options
    granted to  an optionee  will become  immediately exercisable.  All  options
    expire 10 years from the date of issuance.
 
    In  October 1995, the  FASB issued SFAS No.  123 "Accounting for Stock-Based
    Compensation," which establishes new accounting and disclosure  requirements
    for  stock-based employee  compensation plans.  The Company  will adopt this
    standard in fiscal 1996 by continuing to follow the accounting prescribed by
    Accounting Principles Board Opinion No.  25 "Accounting for Stock Issued  to
    Employees" and presenting the required pro forma disclosures. Therefore, the
    application  of  this  standard  will  not have  a  material  impact  on the
    Company's financial position or results of operations.
 
                                      F-13
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 1993, 1994 AND 1995
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
(5) COMMON AND REDEEMABLE PREFERRED SHARES (CONTINUED)
    A summary of  changes in options  for Class  A Common Shares  for the  years
ended December 31, 1993, 1994, and 1995 is as follows:
 
<TABLE>
<CAPTION>
                                                                    NUMBER OF     PRICE PER
                                                                     SHARES         SHARE
                                                                   -----------  --------------
<S>                                                                <C>          <C>
Outstanding at December 31, 1992.................................       1,000          $250.00
Granted..........................................................         300           250.00
Exercised........................................................          --               --
Canceled.........................................................          --               --
                                                                   -----------  --------------
Outstanding at December 31, 1993.................................       1,300           250.00
Granted..........................................................     208,250             1.96
Exercised........................................................          --               --
Canceled.........................................................      (1,300)          250.00
                                                                   -----------  --------------
Outstanding at December 31, 1994.................................     208,250             1.96
Granted..........................................................      64,500             4.00
Exercised........................................................          --               --
Canceled.........................................................          --               --
                                                                   -----------  --------------
Outstanding at December 31, 1995.................................     272,750      $1.96-$4.00
                                                                   -----------  --------------
                                                                   -----------  --------------
Exercisable at:
  December 31, 1993..............................................         350          $250.00
  December 31, 1994..............................................          --               --
  December 31, 1995..............................................          --               --
</TABLE>
 
    All  of the  options outstanding would  be exercisable upon  completion of a
qualified public offering.
 
(6) BENEFIT PLANS
    The Company has pension or  profit sharing plans covering substantially  all
of  its  employees.  The  Company does  not  provide  any  other post-employment
benefits.
 
(a) COMPANY-SPONSORED  PENSION  PLANS--The  pension plans  cover  virtually  all
    salaried  and hourly employees  not covered by  multi-employer pension plans
    and provide benefits of  stated amounts for each  year of credited  service.
    The  Company funds such  plans at a  rate that meets  or exceeds the minimum
    amounts required by applicable regulations. The plans' assets are  primarily
    invested  in mutual funds comprised primarily  of common stock and corporate
    and U.S.  government  obligations. In  determining  the amounts  below,  the
    Company  has used 7% in 1994 and 1995 for its weighted average discount rate
    and has used 8% in 1994 and 1995  for its expected rate of return on  assets
    assumptions.
 
    Effective  May 1,  1994, the Company  amended the benefit  obligation of The
    Dayton Superior Corporation Pension Plan for the Parsons union employees  so
    that  these employees do  not earn additional  benefits for future services.
    The Parsons  union employees  are now  covered by  a multi-employer  pension
    plan. Future service will be counted towards vesting of benefits accumulated
    based on past service.
 
    This   event  qualifies  as  a  curtailment   of  a  defined  benefit  plan.
    Accordingly, the unrecognized prior service cost has been recognized and  is
    included  as  a curtailment  loss of  $33.  The Company  does not  intend to
    terminate the plan.
 
                                      F-14
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 1993, 1994 AND 1995
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
(6) BENEFIT PLANS (CONTINUED)
    The components  of pension  expense  for these  plans  for the  years  ended
December 31, 1993, 1994 and 1995 are as follows:
 
<TABLE>
<CAPTION>
                                                                              1993       1994       1995
                                                                            ---------  ---------  ---------
<S>                                                                         <C>        <C>        <C>
Service cost..............................................................       $363       $426       $459
Interest on projected benefit obligation..................................        301        325        366
Actual return on plan assets..............................................       (266)       (49)    (1,047)
Net amortization and deferral.............................................         (1)      (268)       720
Curtailment loss..........................................................         --         33         --
                                                                            ---------  ---------  ---------
Total.....................................................................       $397       $467       $498
                                                                            ---------  ---------  ---------
                                                                            ---------  ---------  ---------
</TABLE>
 
    The  Company-sponsored pension plans' funded status  as of December 31, 1994
and 1995 are as follows:
 
<TABLE>
<CAPTION>
                                                                                 1994
                                                               -----------------------------------------
                                                                ASSETS EXCEED    ACCUMULATED
                                                                 ACCUMULATED      BENEFITS
                                                                  BENEFITS      EXCEED ASSETS    TOTAL
                                                               ---------------  -------------  ---------
<S>                                                            <C>              <C>            <C>
Actuarial present value of benefit obligations:
  Vested benefit obligation..................................     $   2,209       $   1,903    $   4,112
                                                                    -------     -------------  ---------
                                                                    -------     -------------  ---------
  Accumulated benefit obligation.............................     $   2,346       $   2,142    $   4,488
                                                                    -------     -------------  ---------
                                                                    -------     -------------  ---------
  Projected benefit obligation...............................     $   3,090       $   2,142    $   5,232
Plan assets at fair market value.............................         2,506           1,679        4,185
                                                                    -------     -------------  ---------
Projected benefit obligation in excess of plan assets........           584             463        1,047
Unrecognized net loss........................................          (220)           (295)        (515)
Prior service cost not yet recognized in net periodic pension
 costs.......................................................            --             (63)         (63)
Adjustment required to recognize minimum liability...........            --             358          358
                                                                    -------     -------------  ---------
Pension liability............................................           $364           $463         $827
                                                                     -------    -------------  ---------
                                                                     -------    -------------  ---------
</TABLE>
 
                                      F-15
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 1993, 1994 AND 1995
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
(6) BENEFIT PLANS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                                 1995
                                                               -----------------------------------------
                                                                ASSETS EXCEED    ACCUMULATED
                                                                 ACCUMULATED      BENEFITS
                                                                  BENEFITS      EXCEED ASSETS    TOTAL
                                                               ---------------  -------------  ---------
<S>                                                            <C>              <C>            <C>
Actuarial present value of benefit obligations:
  Vested benefit obligation..................................     $   2,576       $   2,145    $   4,721
                                                                    -------     -------------  ---------
                                                                    -------     -------------  ---------
  Accumulated benefit obligation.............................     $   2,687       $   2,244    $   4,931
                                                                    -------     -------------  ---------
                                                                    -------     -------------  ---------
  Projected benefit obligation...............................     $   3,688       $   2,244    $   5,932
Plan assets at fair market value.............................         3,211           2,050        5,261
                                                                    -------     -------------  ---------
Projected benefit obligation in excess of plan assets........           477             194          671
Unrecognized net loss........................................           130             (48)          82
Prior service cost not yet recognized in net periodic pension
 costs.......................................................            --             (57)         (57)
Adjustment required to recognize minimum liability...........            --             108          108
                                                                    -------     -------------  ---------
Pension liability............................................           $607           $197         $804
                                                                     -------    -------------  ---------
                                                                     -------    -------------  ---------
</TABLE>
 
    As of December  31, 1994  and 1995, the  minimum liability  is reflected  as
intangible assets of $63 and $57, respectively, and a reduction of shareholders'
equity of $295 and $50, respectively.
 
(b)  MULTI-EMPLOYER PENSION PLANS--Approximately 14%  of the Company's employees
    are currently  covered  by collectively  bargained,  multi-employer  pension
    plans.  Contributions are  determined in  accordance with  the provisions of
    negotiated union contracts and  generally are based on  the number of  hours
    worked. The Company does not have the information available to determine its
    share  of the accumulated plan benefits or net assets available for benefits
    under the  multi-employer pension  plans. The  aggregate amount  charged  to
    expense under these plans was $23, $61, and $77 for the years ended December
    31, 1993, 1994 and 1995, respectively.
 
(c)  401(K) SAVINGS PLAN--Virtually all employees are eligible to participate in
    Company sponsored 401(k) savings plans. Company matching contributions  vary
    from  0% to 50% (on the first 2%) according to terms of the individual plans
    and collective  bargaining  agreements.  The  aggregate  amount  charged  to
    expense  under these  plans was  $172, $218,  and $242  for the  years ended
    December 31, 1993, 1994, and 1995, respectively.
 
(7) INCOME TAXES
    The following is  a summary of  the components of  the Company's income  tax
provision (benefit) for the years ended December 31, 1993, 1994, and 1995:
 
<TABLE>
<CAPTION>
                                                                                    1993        1994        1995
                                                                                  ---------     -----     ---------
<S>                                                                               <C>        <C>          <C>
Currently payable (receivable):
  Federal.......................................................................  $     (41)  $      30        $789
  State and local...............................................................        (48)         65          21
Deferred........................................................................         --          --        (120)
                                                                                        ---         ---   ---------
Total provision (benefit).......................................................  $     (89)  $      95        $690
                                                                                        ---         ---   ---------
                                                                                        ---         ---   ---------
</TABLE>
 
                                      F-16
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 1993, 1994 AND 1995
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
(7) INCOME TAXES (CONTINUED)
    The  effective income tax rate differs from the statutory federal income tax
rate for the years  ended December 31,  1993, 1994, and  1995 for the  following
reasons:
 
<TABLE>
<CAPTION>
                                                                           1993         1994         1995
                                                                        -----------  -----------  -----------
<S>                                                                     <C>          <C>          <C>
Statutory income tax rate.............................................       34.0%        34.0%        34.0%
State income taxes (net of federal tax benefit).......................       (0.3)        (7.2)         0.3
Unrecognized benefit of losses........................................      (25.8)        (7.2)          --
Reduction in valuation allowance......................................         --         42.6        (29.5)
Nondeductible goodwill amortization...................................       (6.7)       (78.4)        10.4
Incremental Canadian income tax rate..................................        0.3           --           --
Other, net............................................................         --           --          0.5
                                                                            -----        -----        -----
Effective income tax rate.............................................        1.5%       (16.2)%       15.7%
                                                                            -----        -----        -----
                                                                            -----        -----        -----
</TABLE>
 
    The  components of the Company's future income tax benefits and deferred tax
liabilities as of December 31, 1994 and 1995 are as follows:
 
<TABLE>
<CAPTION>
                                                                                      1994       1995
                                                                                    ---------  ---------
<S>                                                                                 <C>        <C>
Current deferred taxes:
  Net operating loss carryforwards................................................     $1,860        $--
  Inventory reserves..............................................................       (847)      (868)
  Allowance for doubtful accounts.................................................        285        267
  Alternative minimum tax credit carryforwards....................................         95        563
  Accrued liabilities.............................................................      1,063      1,465
  Other...........................................................................          4        (34)
  Valuation allowance.............................................................     (1,297)        --
                                                                                    ---------  ---------
    Total.........................................................................      1,163      1,393
                                                                                    ---------  ---------
Long-term deferred taxes:
  Accelerated depreciation........................................................     (1,323)    (3,509)
  Other long-term liabilities.....................................................        306        865
  Other...........................................................................       (146)      (137)
                                                                                    ---------  ---------
    Total.........................................................................     (1,163)    (2,781)
                                                                                    ---------  ---------
    Net deferred taxes............................................................        $--  $  (1,388)
                                                                                    ---------  ---------
                                                                                    ---------  ---------
</TABLE>
 
    As of December 31, 1994, the  Company had recorded a valuation allowance  on
the  net deferred tax asset  as realization of this  asset was uncertain. During
1995, the Company eliminated its valuation  allowance due to the utilization  of
its net operating loss carryforwards.
 
                                      F-17
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 1993, 1994 AND 1995
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
(8) COMMITMENTS AND CONTINGENCIES
 
(a)   OPERATING  LEASES--Rental  expense  for   property,  plant  and  equipment
    (principally office and warehouse facilities and office equipment) was $990,
    $1,163 and $1,288  for the years  ended December 31,  1993, 1994, and  1995,
    respectively.  Terms generally range from one  to ten years and some contain
    renewal options. The approximate aggregate minimum annual rental commitments
    under non-cancelable operating leases are as follows:
 
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,                                                                           AMOUNT
- ------------------------------------------------------------------------------------  ---------
<S>                                                                                   <C>
1996................................................................................  $   1,510
1997................................................................................      1,308
1998................................................................................        947
1999................................................................................        653
2000................................................................................        270
                                                                                      ---------
                                                                                      $   4,688
                                                                                      ---------
                                                                                      ---------
</TABLE>
 
   
(b) LITIGATION--The Company is a defendant in various legal proceedings  arising
    out  of the  conduct of  its business. While  the ultimate  outcome of these
    lawsuits cannot be  determined at this  time, management is  of the  opinion
    that  any liability,  notwithstanding recoveries  from insurance,  would not
    have a  material  adverse effect  on  the Company's  consolidated  financial
    position, results of operations or cash flows.
    
 
   
(c)  SELF-INSURANCE--The  Company  is  self-insured  for  certain  of  its group
    medical, workers' compensation and product and general liability claims. The
    Company has stop loss insurance coverage  at various per occurrence and  per
    annum  levels depending  on type of  claim. The Company  consults with third
    party administrators to estimate the reserves required for these claims.  No
    material  revisions were made to the  estimates for the years ended December
    31,  1993,  1994  and  1995.The  estimated  range  of  losses  for  possible
    self-insurance  losses as of December 31, 1995  is $1,000 to $2,500, and the
    Company has reserved $2,021.
    
 
(9) RELATED PARTY TRANSACTIONS
    During 1995,  the Company  paid  Ripplewood a  management  fee of  $30.  The
Company  will  pay Ripplewood  a  fee of  $600 at  the  time the  initial public
offering is completed for  additional services provided  in connection with  the
offering  and related  transactions. See  Note 10(b).  In addition,  the Company
reimburses Ripplewood  for the  allocable costs  of certain  insurance  policies
purchased   by  Ripplewood  which   cover  both  the   Company  and  Ripplewood.
Approximately $175 of such  costs were allocated to  the Company for the  period
October 13, 1995 through October 13, 1996.
 
    The Company paid a director/shareholder a management fee of $156 in 1993 and
$25 in each of 1994 and 1995.
 
    The  Company paid Onex a management fee of $94, $225, and $195 in 1993, 1994
and 1995, respectively. In  addition, in October 1995,  the Company paid Onex  a
fee  of $400 for financial advisory  services in connection with the acquisition
of Dur-O-Wal, Inc. and related financing transactions.
 
(10) SUBSEQUENT EVENTS
 
(a) STOCK SPLIT--On              , 1996, the Company authorized a 50-for-1 stock
    split for  Class A  and B  Common Shares.  All references  in the  financial
    statements to number of shares or share prices have been restated to reflect
    the   split.  Immediately  prior  to   the  consummation  of  the  Offering,
 
                                      F-18
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 1993, 1994 AND 1995
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
(10) SUBSEQUENT EVENTS (CONTINUED)
    1,486,550 Class A Common Shares held  by Ripplewood as of December 31,  1995
    and the 36,000 Class A Common Shares acquired by Ripplewood on April 4, 1996
    will  be converted to 1,522,550 Class B Common Shares. Class B Common Shares
    have 10 votes per share.
 
   
(b) PUBLIC OFFERING OF  COMPANY SHARES--On March 29,  1996, the Company filed  a
    Registration Statement with respect to Class A Common Shares with a proposed
    maximum  aggregate offering price  of $63,825,000. Reference  is made to the
    "Risk Factors" section of the Registration Statement for further discussion.
    
 
   
    The proceeds from the sale of the Company's shares will be used to repay the
    Unsecured Senior Promissory  Notes described in  Note 4, totalling  $40,000,
    plus  a  prepayment premium  of  $2,400 negotiated  by  the Company.  If the
    offering had occurred  on January  1, 1995, net  income for  the year  ended
    December  31, 1995, would have been $5,412 and earnings per share would have
    been $0.33.
    
 
    All stock options described in Note 5  and the warrants described in Note  3
    become immediately exercisable upon the closing of the offering. There is no
    effect  on the accounting treatment  of the stock options  and warrants as a
    result of the accelerated exercisability because there has been no change to
    the provisions of the stock options  and warrants. There has been no  change
    to   the  number  of  shares  or   price  per  share,  and  the  accelerated
    exercisability feature existed on the date of grant.
 
(c) ACQUISITION--On April 29, 1996, the  Company acquired certain of the  assets
    and  assumed certain of the liabilities  of a privately held concrete paving
    products manufacturer based  in Kankakee,  Illinois for  cash. The  purchase
    price,  including acquisition costs, is estimated to be approximately $5,000
    and is subject to post-closing adjustments.
 
   
(d) AMENDMENT TO CREDIT ARRANGEMENTS--The Company has an agreement in  principle
    with  Bank One,  Dayton NA and  Bank of America  Illinois (collectively, the
    "Banks") to amend  the Credit Facility  (as so amended,  the Amended  Credit
    Facility)  concurrent  with,  and  conditional  upon,  consummation  of  the
    offering and will pay a  commitment fee of $170  to the Banks in  connection
    therewith.  The Amended Credit Facility will provide for (i) a Term Loan and
    (ii) a  Revolving Credit  Facility. Amounts  available under  the  Revolving
    Credit  Facility will be equal to the lesser  of (i) $36,500 or (ii) the sum
    of (x) 85% of eligible accounts receivable, (y) 60% of eligible  inventories
    and  (z) an amount equal to $10,000 upon closing of the offering, decreasing
    in steps to zero on September 30, 1997. At March 29, 1996, if the  Revolving
    Credit  Facility  had  been  in place,  $29,700  would  have  been available
    thereunder, of which $17,100 of borrowings would have been outstanding.  The
    Revolving  Credit  Facility  will  terminate in  four  years,  with interest
    options based on (a) Bank One, Dayton  NA's prime rate or (b) LIBOR plus  an
    amount  between  1.00% and  2.25% (LIBOR  plus 1.50%  if the  Amended Credit
    Facility had been  in place at  March 29,  1996) depending on  the level  of
    certain  financial ratios. A commitment fee of between 0.125% and 0.375% per
    annum will be payable on the average unused amount depending on the level of
    certain financial ratios. If the Amended  Credit Facility had been in  place
    at  March 29, 1996, the commitment fee  would have been 0.25% per annum. The
    principal amount of the Term  Loan will be the lesser  of $13,500 or 70%  of
    the appraised value of the Company's fixed assets. An appraisal is currently
    being  conducted. If the appraised value  of the Company's fixed assets were
    equal to the depreciated book  value of such assets  at March 29, 1996,  the
    amount  of the Term Loan would be $12,200. The Term Loan will be due in full
    four years  from its  date of  issuance with  mandatory quarterly  principal
    payments  of $844 plus  interest. The Term  Loan will permit  the Company to
    choose from various interest rate options.
    
 
                                      F-19
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                     AS OF DECEMBER 31, 1995 AND MARCH 29, 1996
                                       ASSETS
 
   
<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,
                                                                                           1995
                                                                                      --------------
                                                                                                       MARCH 29,
                                                                                                          1996
                                                                                                      ------------
                                                                                                      (UNAUDITED)
                                                                                         (AMOUNTS IN THOUSANDS,
                                                                                         EXCEPT SHARE AMOUNTS)
<S>                                                                                   <C>             <C>
CURRENT ASSETS:
  Cash..............................................................................           $643          $103
  Accounts receivable, net of allowance for
   doubtful accounts of $708 and $720...............................................         11,724        13,221
  Inventories (Note 2)..............................................................         12,392        14,664
  Rental equipment, net.............................................................          1,235         1,541
  Prepaid expenses..................................................................            474           751
  Prepaid income taxes..............................................................            436           427
  Future income tax benefits........................................................          1,393         1,393
                                                                                      --------------  ------------
    Total current assets............................................................         28,297        32,100
                                                                                      --------------  ------------
PROPERTY, PLANT AND EQUIPMENT (Note 3):                                                      27,560        28,205
  Less accumulated depreciation.....................................................        (10,000 )     (10,798 )
                                                                                      --------------  ------------
      Net property, plant and equipment.............................................         17,560        17,407
                                                                                      --------------  ------------
GOODWILL AND INTANGIBLE ASSETS,
 net of accumulated amortization....................................................         57,734        57,276
OTHER ASSETS........................................................................            269           269
                                                                                      --------------  ------------
    Total assets....................................................................  $     103,860   $   107,052
                                                                                      --------------  ------------
                                                                                      --------------  ------------
</TABLE>
    
 
                      LIABILITIES AND SHAREHOLDERS' EQUITY
 
   
<TABLE>
<S>                                                                          <C>           <C>
CURRENT LIABILITIES:
  Current portion of long-term debt........................................          $32          $32
  Accounts payable.........................................................        8,043        9,796
  Accrued liabilities......................................................        7,876        6,096
  Accrued interest.........................................................        2,063        1,845
                                                                             ------------  -----------
    Total current liabilities..............................................       18,014       17,769
LONG-TERM DEBT ............................................................       52,980       56,777
DEFERRED INCOME TAXES......................................................        2,781        2,729
OTHER LONG-TERM LIABILITIES................................................        2,600        2,693
                                                                             ------------  -----------
    Total liabilities......................................................       76,375       79,968
                                                                             ------------  -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
  Class A Common Shares....................................................       17,483       17,483
  Class B Common Shares....................................................        1,942        1,942
  Cumulative foreign currency translation adjustment.......................         (139 )       (139 )
  Excess pension liability.................................................          (50 )        (50 )
  Retained earnings........................................................        8,330        7,929
  Treasury shares, Class A Common, at cost.................................          (81 )        (81 )
                                                                             ------------  -----------
    Total shareholders' equity.............................................       27,485       27,084
                                                                             ------------  -----------
      Total liabilities and shareholders' equity...........................  $   103,860   $  107,052
                                                                             ------------  -----------
                                                                             ------------  -----------
</TABLE>
    
 
          The accompanying notes to consolidated financial statements
           are an integral part of these consolidated balance sheets.
 
                                      F-20
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
      FOR THE THREE FISCAL MONTHS ENDED MARCH 31, 1995 AND MARCH 29, 1996
 
<TABLE>
<CAPTION>
                                                                                         MARCH 31,     MARCH 29,
                                                                                            1995          1996
                                                                                        ------------  ------------
                                                                                        (UNAUDITED)   (UNAUDITED)
                                                                                          (AMOUNTS IN THOUSANDS,
                                                                                           EXCEPT SHARE AND PER
                                                                                              SHARE AMOUNTS)
<S>                                                                                     <C>           <C>
NET SALES.............................................................................      $17,977       $23,615
COST OF SALES.........................................................................       12,555        16,146
                                                                                        ------------  ------------
  Gross profit........................................................................        5,422         7,469
 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES..........................................        4,664         6,035
                                                                                        ------------  ------------
  Income from operations..............................................................          758         1,434
 
OTHER EXPENSES:
  Interest expense, net...............................................................          909         1,585
  Other, net..........................................................................           --             8
                                                                                        ------------  ------------
  Income (loss) before income taxes...................................................         (151 )        (159 )
 
PROVISION FOR INCOME TAXES............................................................           --           242
                                                                                        ------------  ------------
  Net loss............................................................................         (151 )        (401 )
 
Dividends on Redeemable Preferred Shares..............................................         (150 )          --
Accretion on Redeemable Preferred Shares..............................................          (62 )          --
                                                                                        ------------  ------------
Net loss available to common shareholders.............................................        $(363 )       $(401 )
                                                                                        ------------  ------------
                                                                                        ------------  ------------
Net loss per share....................................................................       $(0.12 )      $(0.12 )
                                                                                        ------------  ------------
                                                                                        ------------  ------------
Weighted average common and common equivalent shares outstanding......................    2,956,789     3,333,389
                                                                                        ------------  ------------
                                                                                        ------------  ------------
</TABLE>
 
          The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.
 
                                      F-21
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THE THREE FISCAL MONTHS ENDED MARCH 31, 1995 AND MARCH 29, 1996
 
<TABLE>
<CAPTION>
                                                                                            1995          1996
                                                                                        ------------  ------------
                                                                                        (UNAUDITED)   (UNAUDITED)
<S>                                                                                     <C>           <C>
                                                                                            (AMOUNTS)IN THOUSANDS
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss............................................................................   $     (151)   $     (401)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation......................................................................          579           908
    Amortization of goodwill and intangibles..........................................          349           406
    Deferred income taxes.............................................................           --           (52)
    Amortization of debt discount and deferred financing costs........................           73            70
    Loss (gain) on sales of assets....................................................           (2)           (2)
Change in assets and liabilities:
    Accounts receivable...............................................................       (1,428)       (1,497)
    Inventories.......................................................................       (2,578)       (2,666)
    Prepaid income taxes..............................................................         (217)            9
    Accounts payable..................................................................        1,269         1,753
    Accrued liabilities...............................................................           60        (1,998)
    Other, net........................................................................          (87)         (182)
                                                                                        ------------  ------------
      Net cash used in operating activities...........................................       (2,133)       (3,652)
                                                                                        ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Property, plant and equipment additions.............................................         (505)         (667)
  Proceeds from sales of assets.......................................................            2             2
                                                                                        ------------  ------------
      Net cash used in investing activities...........................................         (503)         (665)
                                                                                        ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of long-term debt, net.....................................................        2,170         3,777
                                                                                        ------------  ------------
      Net cash provided by financing activities.......................................        2,170         3,777
                                                                                        ------------  ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH...............................................            2            --
                                                                                        ------------  ------------
      Net increase (decrease) in cash.................................................         (464)         (540)
CASH, beginning of period.............................................................          464           643
                                                                                        ------------  ------------
CASH, end of period...................................................................   $       --    $      103
                                                                                        ------------  ------------
                                                                                        ------------  ------------
SUPPLEMENTAL CASH FLOW DISCLOSURES:
  Cash paid for income taxes..........................................................   $      216    $      248
  Cash paid for interest..............................................................           22         1,783
SUPPLEMENTAL NONCASH DISCLOSURES:
  Accretion of preferred stock........................................................           62            --
  Accrual of preferred stock dividends................................................          150            --
</TABLE>
 
          The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.
 
                                      F-22
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1995 AND MARCH 29, 1996
                                  (UNAUDITED)
 
(1) CONSOLIDATED FINANCIAL STATEMENTS
    The interim  consolidated financial  statements  included herein  have  been
prepared  by  the  Company,  without  audit,  and  include,  in  the  opinion of
management, all adjustments necessary to state fairly the information set  forth
therein.  Any  such  adjustments  were of  a  normal  recurring  nature. Certain
information and footnote disclosures  normally included in financial  statements
prepared  in accordance with generally  accepted accounting principles have been
omitted, although the Company believes that the disclosures are adequate to make
the information presented not misleading.  It is suggested that these  unaudited
consolidated  financial statements be read  in conjunction with the consolidated
financial statements  and the  notes thereto  included in  the Company's  annual
financial statements for the year ended December 31, 1995.
 
(2) ACCOUNTING POLICIES
    The   interim  consolidated  financial  statements  have  been  prepared  in
accordance with the accounting policies described in the notes to the  Company's
consolidated  financial statements for  the year ended  December 31, 1995. While
management believes that the procedures  followed in the preparation of  interim
financial  information are reasonable, the accuracy of some estimated amounts is
dependent upon facts that will exist  or calculations that will be  accomplished
at  year end.  Examples of  such estimates include  changes in  the LIFO reserve
(based upon the  Company's best estimate  of inflation to  date) and  management
bonuses.  Any adjustments pursuant  to such estimates  during the fiscal quarter
were of a normal recurring nature.
 
    (a) FISCAL QUARTER--The Company's fiscal quarters are defined as the periods
       ending on the last Friday in March, June or September.
 
    (b) INVENTORIES--Substantially all finished  products and raw materials  are
       stated  at the lower of  last in, first out  (LIFO) cost or market (which
       approximates current cost). Following is  a summary of the components  of
       inventories as of March 29, 1996:
 
<TABLE>
<CAPTION>
                                                                     DECEMBER 31,    MARCH 29,
                                                                         1995          1996
                                                                    --------------  -----------
<S>                                                                 <C>             <C>
Raw materials.....................................................    $    2,562     $   2,996
Finished goods....................................................         9,830        11,668
                                                                    --------------  -----------
                                                                          12,392        14,664
LIFO reserve......................................................        --            --
                                                                    --------------  -----------
                                                                      $   12,392     $  14,664
                                                                    --------------  -----------
                                                                    --------------  -----------
</TABLE>
 
   
    (c)  GOODWILL AND INTANGIBLE ASSETS--In March 1995, the Financial Accounting
       Standards Board issued Statement No. 121, "Accounting for the  Impairment
       of  Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS
       121"). SFAS 121 establishes standards on accounting for the impairment of
       long-lived assets, goodwill,  intangibles and assets  to be disposed  of.
       The  Company adopted SFAS 121 on January  1, 1996. There was no effect on
       the consolidated financial statements as a result of the adoption of SFAS
       121.
    
 
(3) REVOLVING LINES OF CREDIT
    Borrowings outstanding bear interest at between 8.00% and 8.59% as  selected
by  the Company. A commitment  fee of 0.25% per annum  is payable on the average
unused amount.
 
    Average borrowings under the agreements  were $14,959 and $1,127 during  the
three fiscal months ended March 29, 1996 and March 31, 1995, respectively, at an
approximate  weighted average interest rate of 8.8% and 13.3%, respectively. The
maximum borrowings outstanding during  the three fiscal  months ended March  29,
1996 and March 31, 1995, was $17,240 and $2,590, respectively.
 
                                      F-23
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
To the Board of Directors
and Stockholders of
Dur-O-Wal, Inc.
 
    We  have audited the accompanying  consolidated statements of operations and
cash flows of  DUR-O-WAL, INC. AND  SUBSIDIARY for the  year ended December  31,
1994.  These  financial  statements  are  the  responsibility  of  the Company's
management. Our  responsibility is  to  express an  opinion on  these  financial
statements based on our audit.
 
    We  conducted  our  audit  in accordance  with  generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audit provides a reasonable basis for our opinion.
 
    In  our  opinion, the  consolidated financial  statements referred  to above
present fairly, in all material respects, the consolidated results of operations
and cash flows of Dur-O-Wal, Inc. and subsidiary for the year ended December 31,
1994 in conformity with generally accepted accounting principles.
 
    As discussed in Note 1(c) to  the financial statements, the Company  changed
its method of accounting for certain inventories in 1994.
 
ALTSCHULER, MELVOIN AND GLASSER LLP
 
Chicago, Illinois
April 21, 1995
 
                                      F-24
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
Board of Directors
DUR-O-WAL, Inc.
 
    We  have audited the accompanying  consolidated statements of operations and
cash flows of Dur-O-Wal,  Inc. and Subsidiary for  the years ended December  31,
1992 and 1993. These consolidated financial statements are the responsibility of
the  Company's management. Our responsibility is  to express an opinion on these
consolidated financial statements based on our audits.
 
    We conducted  our  audits in  accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In our opinion, the financial  statements referred to above present  fairly,
in  all material respects, the consolidated results of operations and cash flows
of Dur-O-Wal, Inc. and Subsidiary for the years ended December 31, 1992 and 1993
in conformity with generally accepted accounting principles.
 
COOPERS & LYBRAND L.L.P.
 
Chicago, Illinois
April 20, 1994
 
                                      F-25
<PAGE>
                         DUR-O-WAL, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994
 
<TABLE>
<CAPTION>
                                                                                   1992       1993       1994
                                                                                 ---------  ---------  ---------
                                                                                     (AMOUNTS IN THOUSANDS)
 
<S>                                                                              <C>        <C>        <C>
Net sales......................................................................  $  21,469  $  22,149  $  25,512
Cost of goods sold.............................................................     14,812     15,385     16,934
Depreciation and amortization..................................................        832        413        287
                                                                                 ---------  ---------  ---------
Gross profit...................................................................      5,825      6,351      8,291
Selling, general and administrative expenses...................................      4,280      4,343      5,208
Depreciation and amortization..................................................        792        290        300
                                                                                 ---------  ---------  ---------
Income from operations.........................................................        753      1,718      2,783
Other expenses:
  Interest.....................................................................        838        726        456
  Miscellaneous, net...........................................................        136        297        157
                                                                                 ---------  ---------  ---------
Income (loss) before income tax provision......................................       (221)       695      2,170
Income tax provision...........................................................         55         64        855
                                                                                 ---------  ---------  ---------
Net income (loss)..............................................................  $    (276) $     631  $   1,315
                                                                                 ---------  ---------  ---------
                                                                                 ---------  ---------  ---------
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                      F-26
<PAGE>
                         DUR-O-WAL, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994
 
<TABLE>
<CAPTION>
                                                                                    1992       1993       1994
                                                                                  ---------  ---------  ---------
                                                                                      (AMOUNTS IN THOUSANDS)
<S>                                                                               <C>        <C>        <C>
Cash flows from operating activities:
  Net income (loss).............................................................      $(276)      $631     $1,315
  Adjustments to reconcile net income (loss) to net cash provided by operating
   activities:
    Depreciation of property, plant and equipment...............................        874        443        317
    Amortization of goodwill and other assets...................................        750        260        271
    Provision (benefit) for deferred income taxes...............................        (11)        --        243
    Provision for doubtful accounts receivable..................................         60         26         50
    Provision for loss on inventories...........................................         --        125         (9)
    Changes in operating assets and liabilities:
      (Increase) decrease in accounts receivable................................         58       (396)      (633)
      (Increase) decrease in inventories........................................       (137)       749       (792)
      (Increase) decrease in other current assets...............................         63        (22)        87
      Increase in other assets..................................................         --         --       (130)
      Increase (decrease) in accounts payable...................................        312        (79)       950
      Increase (decrease) in accrued expenses...................................       (288)       128        315
      Decrease in other liabilities.............................................         --         --        (76)
                                                                                  ---------  ---------  ---------
  Net cash provided by operating activities.....................................      1,405      1,865      1,908
                                                                                  ---------  ---------  ---------
Cash flows from investing activities:
  Capital expenditures..........................................................       (251)      (161)      (173)
                                                                                  ---------  ---------  ---------
Cash flows from financing activities:
  Borrowings under loan agreements..............................................      5,594      7,668         --
  Repayments under loan agreements..............................................     (6,080)        --     (4,000)
  Repayment of working capital revolver.........................................         --     (8,980)      (583)
  Refinancing proceeds from new term loan.......................................         --         --      4,500
  Refinancing proceeds from new working capital revolver........................         --         --         83
  Payments under new term loan..................................................         --         --     (1,367)
  Borrowings under new working capital revolver.................................         --         --      9,524
  Payments under new working capital revolver...................................         --         --     (9,608)
  Payments under debt issued in conjunction with acquisition....................       (427)      (428)      (468)
  Common stock purchase.........................................................         --        (15)        --
  Proceeds from issuance of common stock........................................         --         --          5
  Increase (decrease) in checks issued in excess of funds on deposit............       (273)        38        170
                                                                                  ---------  ---------  ---------
  Net cash used in financing activities.........................................     (1,186)    (1,717)    (1,744)
                                                                                  ---------  ---------  ---------
Net effects of exchange rate changes on cash....................................         44         18         (6)
                                                                                  ---------  ---------  ---------
Net increase (decrease) in cash.................................................         12          5        (15)
Cash, beginning of year.........................................................         10         22         27
                                                                                  ---------  ---------  ---------
Cash, end of year...............................................................        $22        $27        $12
                                                                                  ---------  ---------  ---------
                                                                                  ---------  ---------  ---------
  Supplemental disclosures of cash flows information:
    Cash paid during the year for:
      Interest..................................................................       $846       $739       $505
      Income taxes..............................................................         78        100        468
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                      F-27
<PAGE>
                         DUR-O-WAL, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1992, 1993 AND 1994
                             (AMOUNTS IN THOUSANDS)
 
(1) NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    (a)  NATURE OF ACTIVITIES--Dur-O-Wal, Inc.  and its wholly-owned subsidiary,
       Dur-O-Wal Limited (together referred to as "the Company"), are engaged in
       the manufacture of masonry wall reinforcement products, sold  principally
       to  masonry  block  manufacturers and  wholesalers  of  masonry materials
       throughout the United  States and Canada.  Operations are conducted  from
       company  owned premises in  Aurora, Illinois and  Baltimore, Maryland and
       leased facilities in Ontario, Canada and other various leased  facilities
       throughout  the United States. The Company grants uncollateralized credit
       to approximately 1,500 customers, none of which accounts for more than 4%
       of net sales.
 
    (b)  PRINCIPLES  OF  CONSOLIDATION--The  consolidated  financial  statements
       include  the accounts of Dur-O-Wal, Inc. and its wholly-owned subsidiary.
       All  significant  intercompany  accounts   and  transactions  have   been
       eliminated.
 
    (c)  COST OF GOODS SOLD--Cost of goods sold in the United States is recorded
       on the last-in, first-out (LIFO)  method. Effective January 1, 1994,  the
       Company  changed its  method of  accounting for  purchased finished goods
       from the  first-in,  first-out (FIFO)  method  to the  LIFO  method.  The
       Company  believes that the use of  the LIFO method better matches current
       costs with  current revenues.  There was  no cumulative  effect for  this
       accounting change. The effect of this change decreased 1994 net income by
       approximately  $61. Foreign  cost of goods  sold is recorded  on the FIFO
       method.
 
    (d)  DEPRECIATION  AND  AMORTIZATION--Property,  plant  and  equipment   are
       depreciated  or  amortized over  their estimated  useful lives  using the
       straight-line method. Upon  asset retirement or  other disposition,  cost
       and  related accumulated depreciation are  removed from the accounts, and
       any  gain  or  loss  is  included  in  the  consolidated  statements   of
       operations.   Significant  renewals  and   betterments  are  capitalized.
       Expenditures for maintenance and repairs are charged to operations.
 
    (e) AMORTIZATION  OF  GOODWILL  AND OTHER  ASSETS--Goodwill  represents  the
       excess  of  purchase price  paid  over the  fair  market value  of assets
       acquired and is  amortized on  a straight-line basis  over twenty  years.
       Other  assets,  which  consist  primarily of  capitalized  loan  fees and
       noncompete agreements, are  stated at their  fair values at  the date  of
       acquisition  and are amortized on a  straight-line basis over the term of
       the related loans and agreements of five and six years.
 
    (f)   INCOME  TAX  PROVISION--Income  tax expense  is  the  total  of  taxes
       currently  payable for  the period  and the  change during  the period in
       deferred tax  assets  and liabilities.  The  Company uses  the  liability
       method  of accounting for  income taxes, under  which deferred tax assets
       and liabilities  are  recorded  based  on  the  differences  between  the
       financial statement and tax bases of assets and liabilities using the tax
       rates  in effect when such differences are expected to reverse. Valuation
       allowances are established, when necessary, to reduce deferred tax assets
       to the amount expected to be realized.
 
    (g) FOREIGN CURRENCY TRANSLATION--The financial statements of the  Company's
       operations  located outside the United  States are translated into United
       States  dollars  in  accordance  with  SFAS  No.  52,  "Foreign  Currency
       Translation."  Profit  and loss  accounts are  translated at  the average
       monthly exchange rate prevailing during the year.
 
                                      F-28
<PAGE>
                         DUR-O-WAL, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1992, 1993 AND 1994
                             (AMOUNTS IN THOUSANDS)
 
(2) TERM AND WORKING CAPITAL REVOLVING DEBT
    On January  14, 1994,  the  Company refinanced  its  term loan  and  working
capital revolver with another lender. The proceeds of the refinancing were used,
in  part, to pay certain  obligations under noncompete/consulting agreements and
to retire outstanding bank debt. The  agreement provides revolving credit of  up
to  $3,000 (limited to the lesser of $3,000 or the borrowing base, computed as a
percentage of eligible  inventory and accounts  receivable) and a  term loan  of
$4,500.  While the agreement  matures January 14, 1997,  the Company can request
and the lender  can grant additional  one-year extensions (the  effect of  which
extension  would be  to continue the  agreement for an  additional three years),
commencing April 30, 1995, 1996 and 1997. Interest on the term loan and revolver
is payable monthly and through December 31, 1994 is computed at 1.50% and  1.25%
above  the lender's current  corporate prime rate,  respectively (prime rate was
8.50% at December 31, 1994).  For the period January  1, 1995 through March  31,
1995, interest on the term loan and revolver was 1.25% and 1% above the lender's
current corporate prime rate. Effective April 1, 1995, the agreement was amended
to  adjust interest on the term  loan and the revolver to  1% and 0.5% above the
lender's current corporate prime rate.  The agreement includes covenants  which,
among  other things,  require the Company  to maintain  various financial ratios
concerning collateral obligations,  net worth, and  debt service.  Additionally,
the  agreement requires the Company to  meet or exceed specific pre-tax earnings
thresholds and limits the Company's total amount of annual capital expenditures.
Under the agreement, the  Company is also  prohibited from incurring  additional
borrowings.  The term loan and the  revolver borrowings under the Secured Credit
Agreement (the agreement) are collateralized by substantially all the assets  of
the Company.
 
    Interest  expense on the above  borrowings totaled approximately $697, $594,
and $435 for the years ended December 31, 1992, 1993 and 1994, respectively.
 
(3) INCOME TAXES
 
    The Company adopted SFAS No.  109, "Accounting for Income Taxes,"  effective
January 1, 1993. The adoption of this standard did not have a material effect on
the  Company's  financial statements.  As permitted  under  SFAS No.  109, prior
years' financial statements were not restated.
 
    The income tax provision  (benefit) for the years  ended December 31,  1992,
1993 and 1994 consisted of:
 
<TABLE>
<CAPTION>
                                                                                                1992         1993        1994
                                                                                                -----        -----     ---------
<S>                                                                                          <C>          <C>          <C>
Current:
  Federal..................................................................................   $      --    $      --   $     476
  State....................................................................................          --           --         109
  Foreign..................................................................................          66           64          27
                                                                                                    ---          ---   ---------
                                                                                                     66           64         612
Deferred...................................................................................         (11)          --         243
                                                                                                    ---          ---   ---------
                                                                                                    $55          $64        $855
                                                                                                    ---          ---   ---------
                                                                                                    ---          ---   ---------
</TABLE>
 
    For  1994, the difference between the statutory  federal tax rate of 34% and
the effective tax rate of 39.4%,  related primarily to state and foreign  income
taxes.  For 1993, the difference  between the statutory federal  tax rate of 34%
and the effective tax rate of 9.3%  related primarily to the utilization of  net
operating  loss carryforwards.  For 1992,  the difference  between the statutory
federal rate of 34% and the effective  tax rate of (24.9%) related primarily  to
there being no benefit from the net operating losses and taxes payable on income
of the foreign subsidiary.
 
                                      F-29
<PAGE>
                         DUR-O-WAL, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1992, 1993 AND 1994
                             (AMOUNTS IN THOUSANDS)
 
(3) INCOME TAXES (CONTINUED)
    The valuation allowance decreased by $251 during the year ended December 31,
1994.
 
(4) COMPENSATION AGREEMENTS
 
    The Company's deferred compensation agreement with its President permits the
President  to  defer a  portion of  his salary  for payment  in the  future plus
accrued interest. Expense under  this plan was  $5 for each  of the years  ended
December  31, 1992, 1993 and 1994. The Company's deferred compensation agreement
with its subsidiary's General Manager resulted  in the grant of "phantom  stock"
shares  whereby the value of the shares  was modified each year for a guaranteed
yearly increase  as specified  by the  agreement, plus  an increase  if  certain
performance goals were achieved for the year. This plan was discontinued in 1993
with  payments of  the deferred  balance to be  paid beginning  in 1995. Expense
under this plan was $10 and $71 for the years ended December 31, 1992 and  1993,
respectively.
 
    The  Company's  supplemental compensation  agreement  with its  President is
funded with  life insurance  and provides  compensation benefits  upon death  or
retirement to the extent of the cash value of such insurance policy. The Company
has  agreed to fund  the premiums under  the policy and  charges the premiums to
expense when  paid. The  Company has  funded four  annual premium  payments  and
borrowed  against the cash value  of the policy to  fund five annual premiums to
date. During  1994,  $29 was  charged  to expense  relating  to the  payment  of
interest on policy loans.
 
    The  Company's  Subscription Stock  Purchase  and Stock  Appreciation Rights
Agreements with certain executives provides for the annual purchase of a defined
number of common shares at  an amount determined by  a formula. In addition,  in
lieu  of exercising their stock options, participants may elect to receive stock
appreciation rights  ("SAR's") on  a  share-for-share basis.  Upon sale  of  the
Company, holders of the SAR's will receive, on a per share basis, the difference
between  their cost per share and the sale  price per share. The SAR's expire on
the earlier of the sale of  the Company, termination of employment, or  December
31,  1998.  At December  31, 1994,  422.2  SAR's were  outstanding at  per share
amounts ranging from $389 to $463. No accruals have been provided for the  SAR's
as management believes there has been no increase in value.
 
5)  OPERATING LEASES
 
    The  Company conducts a portion of its operations in leased facilities under
noncancellable operating  leases  expiring at  various  dates through  1999.  In
addition,  the  Company leases  certain  equipment, principally  automobiles and
trucks, which are  used in  its operations.  Most leases  contain options  which
allow  the Company  to renew  the leases  at the  fair market  rental value. The
Company also leases certain office equipment under short-term agreements.
 
    Rental expense under all  operating leases was $434,  $450 and $462 for  the
years ended December 31, 1992, 1993 and 1994, respectively.
 
6)  SUBSEQUENT EVENT -- UNAUDITED
 
    On  October 16, 1995, the shareholders of  the Company sold the stock of the
Company to Dayton Superior Corporation for $21,875 in cash.
 
                                      F-30
<PAGE>
                         DUR-O-WAL, INC. AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF INCOME
          FOR THE PERIODS JANUARY 1 THROUGH OCTOBER 15, 1994 AND 1995
 
<TABLE>
<CAPTION>
                                                                                         1994          1995
                                                                                     ------------  ------------
                                                                                            (UNAUDITED)
                                                                                       (AMOUNTS IN THOUSANDS)
<S>                                                                                  <C>           <C>
Net sales..........................................................................   $   18,998    $   20,893
Cost of goods sold.................................................................       13,717        15,080
Depreciation and amortization......................................................          222           238
                                                                                     ------------  ------------
  Gross profit.....................................................................        5,059         5,575
Selling, general and administrative expenses.......................................        2,788         3,348
Depreciation and amortization......................................................          201           203
                                                                                     ------------  ------------
  Income from operations...........................................................        2,070         2,024
Other expenses:
  Interest.........................................................................          366           449
  Miscellaneous, net...............................................................          125            24
                                                                                     ------------  ------------
  Income before income tax provision...............................................        1,579         1,551
Income tax provision...............................................................          556           674
                                                                                     ------------  ------------
  Net income.......................................................................   $    1,023    $      877
                                                                                     ------------  ------------
                                                                                     ------------  ------------
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                      F-31
<PAGE>
                         DUR-O-WAL, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE PERIODS JANUARY 1 THROUGH OCTOBER 15, 1994 AND 1995
 
<TABLE>
<CAPTION>
                                                                                         1994          1995
                                                                                     ------------  -------------
                                                                                             (UNAUDITED)
                                                                                       (AMOUNTS IN THOUSANDS)
<S>                                                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income.......................................................................   $    1,023     $     877
  Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation of property, plant and equipment..................................          251           260
    Amortization of goodwill.......................................................          172           181
    Amortization of deferred financing costs.......................................           31            83
    Provision (benefit) for deferred income taxes..................................            4           (35)
  Changes in operating assets and liabilities:
    Accounts receivable............................................................         (778)          (20)
    Inventories....................................................................          (60)          474
    Prepaid income taxes...........................................................           --          (137)
    Accounts payable and checks issued in excess of funds on deposit...............          329          (750)
    Accrued expenses...............................................................          108          (410)
    Other long-term liabilities....................................................          (93)          348
    Other, net.....................................................................           84            23
                                                                                     ------------       ------
      Net cash provided by operating activities....................................        1,071           894
                                                                                     ------------       ------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.............................................................          (68)         (436)
                                                                                     ------------       ------
      Net cash used in investing activities........................................          (68)         (436)
                                                                                     ------------       ------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments under loan agreement..................................................         (655)         (527)
  Proceeds from issuance of common stock...........................................            5            65
                                                                                     ------------       ------
      Net cash used in financing activities........................................         (650)         (462)
                                                                                     ------------       ------
NET EFFECTS OF EXCHANGE RATE CHANGES ON CASH.......................................           11             5
                                                                                     ------------       ------
      Net increase in cash.........................................................          364             1
CASH, beginning of period..........................................................           27            12
                                                                                     ------------       ------
CASH, end of period................................................................   $      391     $      13
                                                                                     ------------       ------
                                                                                     ------------       ------
Supplemental disclosures of cash flows information:
  Cash paid during the period for:
    Interest.......................................................................   $      335     $     324
    Income taxes...................................................................          299         1,016
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                      F-32
<PAGE>
                         DUR-O-WAL, INC. AND SUBSIDIARY
                        NOTES TO CONSOLIDATED STATEMENTS
                           OCTOBER 15, 1994 AND 1995
 
(1) CONSOLIDATED FINANCIAL STATEMENTS
    The interim  consolidated financial  statements  included herein  have  been
prepared  by  the  Company,  without  audit,  and  include,  in  the  opinion of
management, all adjustments necessary to state fairly the information set  forth
therein.  Any  such  adjustments  were of  a  normal  recurring  nature. Certain
information and footnote disclosures  normally included in financial  statements
prepared  in accordance with generally  accepted accounting principles have been
omitted, although the Company believes that the disclosures are adequate to make
the information presented not misleading.  It is suggested that these  unaudited
consolidated  financial statements be read  in conjunction with the consolidated
financial statements and  the notes  thereto included in  the Company's  audited
consolidated financial statements for the year ended December 31, 1994.
 
(2) ACCOUNTING POLICIES
    The   interim  consolidated  financial  statements  have  been  prepared  in
accordance with the accounting policies described in the notes to the  Company's
consolidated   financial  statements  for  the  year  ended  December  31,  1994
consolidated financial statements. While management believes that the procedures
followed in the preparation of interim financial information are reasonable, the
accuracy of some estimated  amounts is dependent upon  facts that will exist  or
calculations  that will  be accomplished  at fiscal  year end.  Examples of such
estimates include changes  in the LIFO  reserve (based upon  the Company's  best
estimate  of inflation to date) and management bonuses. Any adjustments pursuant
to such estimates during the quarter were of a normal recurring nature.
 
                                      F-33
<PAGE>
NO  DEALER, SALESPERSON  OR ANY  OTHER PERSON  HAS BEEN  AUTHORIZED TO  GIVE ANY
INFORMATION OR TO MAKE  ANY REPRESENTATIONS OTHER THAN  THOSE CONTAINED IN  THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED  BY THE COMPANY, ANY SELLING  SHAREHOLDER OR ANY UNDERWRITER. NEITHER
THE DELIVERY OF  THIS PROSPECTUS NOR  ANY SALE MADE  HEREUNDER SHALL, UNDER  ANY
CIRCUMSTANCES,  CREATE  ANY IMPLICATION  THAT THERE  HAS BEEN  NO CHANGE  IN THE
AFFAIRS OF THE COMPANY SINCE THE DATES AS OF WHICH INFORMATION IS GIVEN IN  THIS
PROSPECTUS.  THIS PROSPECTUS  DOES NOT  CONSTITUTE AN  OFFER OR  SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO  DO
SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                    PAGE
                                                    -----
<S>                                              <C>
Prospectus Summary.............................           3
Risk Factors...................................          10
Use of Proceeds................................          14
Dividend Policy................................          14
Capitalization.................................          15
Dilution.......................................          16
Selected Financial Data........................          17
Pro Forma Combined Financial Information.......          19
Management's Discussion and Analysis of
 Financial Condition and Results of
 Operations....................................          21
Business.......................................          29
Management.....................................          42
Certain Relationships and Related Party
 Transactions..................................          48
Principal and Selling Shareholders.............          50
Description of Capital Shares..................          53
Shares Eligible for Future Sale................          56
Description of Certain Indebtedness............          57
Underwriting...................................          58
Legal Matters..................................          59
Experts........................................          60
Available Information..........................          60
Index to Financial Statements..................         F-1
</TABLE>
    
 
                            ------------------------
 
    UNTIL             ,  1996 (25 DAYS  AFTER THE DATE  OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS  IN THE  CLASS A  COMMON SHARES,  WHETHER OR  NOT
PARTICIPATING  IN THIS  DISTRIBUTION, MAY BE  REQUIRED TO  DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO  THE OBLIGATION OF DEALERS  TO DELIVER A PROSPECTUS  WHEN
ACTING   AS  UNDERWRITERS  AND  WITH  RESPECT  TO  THEIR  UNSOLD  ALLOTMENTS  OR
SUBSCRIPTIONS.
 
3,700,000 SHARES
 
DAYTON SUPERIOR CORPORATION
 
CLASS A COMMON SHARES
(WITHOUT PAR VALUE)
 
tuvw
 
SALOMON BROTHERS INC
LAZARD FRERES & CO. LLC
ROBERT W. BAIRD & CO.
       INCORPORATED
BT SECURITIES CORPORATION
 
PROSPECTUS
DATED           , 1996
<PAGE>
                                    PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
    The  following  is  an  itemized  statement of  the  expenses  (all  but the
Securities and Exchange Commission registration  fees, the NASD filing fee,  The
New  York  Stock  Exchange  listing  fee and  the  fee  paid  to  Ripplewood are
estimates) in connection with  the issuance of the  Class A Common Shares  being
registered  hereunder,  other  than  the  Underwriters'  discounts  and  certain
expenses to be reimbursed by the Underwriters.
 
<TABLE>
<S>                                                                             <C>
Securities and Exchange Commission registration fees..........................  $    22,009
NASD filing fee...............................................................        6,882
The New York Stock Exchange listing fee.......................................       81,142
Transfer agent fees...........................................................        3,500
Blue Sky fees and expenses....................................................       10,000
Printing and engraving expenses...............................................      135,000
Legal fees and expenses.......................................................      230,000
Accounting fees and expenses..................................................      250,000
Fee paid to Ripplewood........................................................      600,000
Miscellaneous.................................................................       71,467
                                                                                -----------
  TOTAL.......................................................................  $ 1,410,000
                                                                                -----------
                                                                                -----------
</TABLE>
 
    No  portion  of  the  foregoing  expenses  will  be  borne  by  the  Selling
Shareholders.
 
ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
    Article Eighth of the Company's Amended Articles of Incorporation sets forth
certain rights of directors and officers of the Company to indemnification. Such
rights  provide indemnification by  the Company to the  extent permitted by Ohio
law. The liabilities against which a director and officer may be indemnified and
factors employed to  determine whether  a director  and officer  is entitled  to
indemnification  in a particular  instance depend on  whether the proceedings in
which the claim for indemnification arises were brought (a) other than by and in
the right of the Company ("Third-Party Actions")  or (b) by and in the right  of
the Company ("Derivative Actions").
 
    In  Third-Party Actions, the Company is  required to indemnify each director
and officer  against expenses,  including attorneys'  fees, judgments,  decrees,
fines, penalties and amounts paid in settlement actually and reasonably incurred
by  such person in connection with any  threatened or actual proceeding in which
such person may be involved by reason of having acted in such capacity, if  such
person acted in good faith and in a manner such person reasonably believed to be
in  or not opposed to the best interests of the Company and, with respect to any
matter the subject of a criminal proceeding, such person had no reasonable cause
to believe that such person's conduct was unlawful.
 
    In Derivative Actions, the  Company is required  to indemnify each  director
and officer against expenses, including attorneys' fees, actually and reasonably
incurred by such person in connection with the defense or settlement of any such
proceeding  if  such person  acted in  good faith  and in  a manner  such person
reasonably believed  to be  in  or not  opposed to  the  best interests  of  the
Company,  except that  no indemnification is  permitted with respect  to (a) any
matter as to which such person has been adjudged to be liable for negligence  or
misconduct  in the  performance of  such person's duty  to the  Company unless a
court determines  such  person  is  entitled  to  indemnification  and  (b)  any
liability  asserted in connection with  unlawful loans, dividends, distribution,
distributions of assets and repurchases of  shares of the Company under  Section
1701.95 of the Ohio Revised Code.
 
    Unless  indemnification  is  ordered by  a  court, the  determination  as to
whether or not a person has  satisfied the applicable standards of conduct  (and
therefore  may be indemnified) is made by  the Board of Directors of the Company
by a  majority vote  of a  quorum consisting  of directors  of the  Company  who
 
                                      II-1
<PAGE>
were  not parties to the action; or if such  a quorum is not obtainable, or if a
quorum of disinterested directors so directs, by independent legal counsel in  a
written opinion; or by the shareholders of the Company.
 
    Article  Eighth of the  Amended Articles of Incorporation  does not limit in
any way other indemnification rights to which those seeking indemnification  may
be entitled.
 
    The Company maintains insurance policies which presently provide protection,
within  the maximum liability limits of the policies and subject to a deductible
amount for each claim, to the Company under its indemnification obligations  and
to  the directors  and officers  with respect to  certain matters  which are not
covered by the Company's indemnification obligations.
 
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
 
    The following table sets forth certain  information as to all securities  of
the  Registrant sold  by the Registrant  in the  past three years  that were not
registered under the Securities Act.
 
<TABLE>
<CAPTION>
DATE OF SALE                    AGGREGATE PRICE         DESCRIPTION OF SECURITIES                 PURCHASER
- ------------------------------  ----------------  -------------------------------------  ---------------------------
<S>                             <C>               <C>                                    <C>
May 26, 1994 (1)..............   $    1,700,000   17,268 Old Class B Common Shares       The Prudential Insurance
                                                                                         Company of America and
                                                                                         affiliate
 
May 26, 1994 (1)..............   $   10,000,000   50,000 Series A and 50,000 Series B    The Prudential Insurance
                                                   Preferred Shares                      Company of America and
                                                                                         affiliate
 
May 26, 1994 (1)(2)...........   $   25,000,000   11.75% Senior Notes due 2002 and       John Hancock Mutual Life
                                                   Warrants to purchase 346,600 Class A  Insurance Company and
                                                   Common Shares                         affiliates and The Paul
                                                                                         Revere Life Insurance
                                                                                         Company and affiliates
                                                                                         (collectively, the
                                                                                         "Noteholders")
 
May 26, 1994 (1)..............   $    4,000,000   2,000,000 Class A Common Shares        Existing shareholders
 
October 16, 1995 (2)(3).......   $      748,200   187,050 Class A Common Shares          Management of the Company
 
October 16, 1995 (1)(2).......   $    2,309,800   577,450 Class A Common Shares          Existing shareholders and
                                                                                         two individuals
 
October 16, 1995 (1)(2).......   $   15,000,000   11.75% Senior Notes due 2003           The Noteholders
 
October 31, 1995 (1)(2).......   $    1,942,000   485,500 Old Class B Common Shares      The Noteholders
</TABLE>
 
- ------------------------------
(1)  Exemption was  claimed  under  Section  4(2) of  the  Securities  Act.  The
     Registrant  relied upon  the fact that  such securities were  acquired by a
     sophisticated investor who  had access to  complete information  concerning
     the  Registrant  and  acquired  such  securities  without  a  view  to  the
     distribution thereof.
 
(2)  Smith Barney Inc.  earned a  fee of $0.75  million in  connection with  the
     issuance  on May 26, 1994 of the Senior  Notes due 2002 and $1.0 million in
     connection  with   the   Dur-O-Wal  Acquisition   and   related   financing
     transactions consummated in October 1995.
 
(3)  Exemption  was  claimed  under  Rule  701  under  the  Securities  Act. The
     Registrant relied upon the fact that  the securities were sold pursuant  to
     an employees' compensatory plan and not for capital raising purposes.
 
                                      II-2
<PAGE>
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
    (a)  EXHIBITS.   See  Exhibit Index  following the  signature pages  to this
Registration Statement.
 
    (b) FINANCIAL STATEMENT SCHEDULES.  The following is a list of the Financial
Statement Schedules furnished:
 
         (i) Dayton Superior Corporation and Subsidiary Schedule II-Valuation of
    Qualifying Accounts
 
ITEM 17.  UNDERTAKINGS.
 
    The undersigned registrant hereby undertakes:
 
    (a) To provide the underwriter at the closing specified in the  underwriting
agreements,  certificates in such denominations and  registered in such names as
required by the underwriter to permit prompt delivery to each purchaser.
 
    (b) Insofar as indemnification for liabilities arising under the  Securities
Act  of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant  to the foregoing provisions described  under
Item 14 above, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy  as expressed in the  Act and is, therefore,  unenforceable. In the event
that a  claim  for indemnification  against  such liabilities  (other  than  the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the  registrant in the successful  defense of any action,
suit or proceeding) is asserted by such director, officer or controlling  person
in  connection with the securities being registered, the registrant will, unless
in the  opinion  of its  counsel  the matter  has  been settled  by  controlling
precedent,  submit to a  court of appropriate  jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act  and
will be governed by the final adjudication of such issue.
 
    (c)  For purposes of determining any liability under the Act the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A  and contained in a form  of prospectus filed by  the
registrant  pursuant to Rule 424(b)(1)  or (4) or 497(h)  under the Act shall be
deemed to be part of this registration statement as of the time it was  declared
effective.
 
    (d)  For  the  purpose of  determining  any  liability under  the  Act, each
post-effective amendment that contains a form  of prospectus shall be deemed  to
be  a new registration statement relating to the securities offered therein, and
the offering of such securities at that  time shall be deemed to be the  initial
bona fide offering thereof.
 
                                      II-3
<PAGE>
                                   SIGNATURES
 
   
    Pursuant  to the requirements of the  Securities Act of 1933, the registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miamisburg,
State of Ohio, on May 29, 1996.
    
 
                                          DAYTON SUPERIOR CORPORATION
 
   
                                          By: ______/s/ JOHN A. CICCARELLI______
    
                                              John A. Ciccarelli
                                             PRESIDENT AND CHIEF EXECUTIVE
                                              OFFICER
 
    Pursuant to the requirements of the  Securities Act of 1933, this  Amendment
to  the Registration Statement has  been signed by the  following persons in the
capacities and on the dates indicated.
 
   
<TABLE>
<C>                                                     <S>                              <C>
                         NAME                                        TITLE                         DATE
- ------------------------------------------------------  -------------------------------  ------------------------
 
*                                                       President, Chief                       May 29, 1996
John A. Ciccarelli                                       Executive Officer
                                                         and Director
                                                         (principal executive
                                                         officer)
 
*                                                       Vice President, Finance                May 29, 1996
Richard L. Braswell                                      (principal financial
                                                         and accounting officer)
 
*                                                       Director                               May 29, 1996
Timothy C. Collins
 
*                                                       Director                               May 29, 1996
Matthew O. Diggs, Jr.
 
*                                                       Director                               May 29, 1996
Matthew M. Guerreiro
 
                                                        Director
Robert B. Holmes
</TABLE>
    
 
    * John A. Ciccarelli, by signing  his name hereto, does hereby execute  this
Amendment  to the Registration Statement on behalf of the directors and officers
of the Registrant indicated above by  asterisks, pursuant to powers of  attorney
duly  executed  by such  directors and  officers  and filed  as exhibits  to the
Registration Statement.
 
   
                                          By: ______/s/ JOHN A. CICCARELLI______
    
                                              John A. Ciccarelli
                                             ATTORNEY-IN-FACT
 
                                      II-4
<PAGE>
                                 EXHIBIT INDEX
 
   
<TABLE>
<CAPTION>
      EXHIBIT NO.                                            DESCRIPTION                                          PAGE
- -----------------------  ------------------------------------------------------------------------------------  -----------
<C>           <C>        <S>                                                                                   <C>
         (1)                                                                                     UNDERWRITING AGREEMENT
                                                                                                                        *
                   1.1   Form of Underwriting Agreement......................................................
 
         (3)                                                                      ARTICLES OF INCORPORATION AND BY-LAWS
                                                                                                                        +
                   3.1   Amended Articles of Incorporation of the Company....................................
                                                                                                                        +
                   3.2   Proposed Amended Articles of Incorporation (to be effective immediately prior to the
                          consummation of the Offering)......................................................
                                                                                                                        +
                   3.3   Code of Regulations of the Company (as amended).....................................
 
         (4)                                  INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
                                                                                                                        +
                   4.1   Form of Class A Common Share Certificate............................................
 
         (5)                                                                                        OPINION RE LEGALITY
                                                                                                                        *
                   5.1   Opinion of Thompson Hine & Flory P.L.L..............................................
 
        (10)                                                                                         MATERIAL CONTRACTS
                                                                                                                        +
                  10.1   Securities Purchase Agreements dated as of May 24, 1994 between the Company and each
                          of the purchasers of the Company's 11.75% Senior Notes due 2002....................
                                                                                                                        +
                  10.2   Supplemental Agreement dated as of October 12, 1995 between the Company and each of
                          the purchasers of the Company's 11.75% Senior Notes due 2002.......................
                                                                                                                        +
                  10.3   Securities Purchase Agreement dated as of October 15, 1995 between the Company and
                          each of the purchasers of the Company's 11.75% Senior Notes due 2003...............
                                                                                                                        +
                  10.4   Amended and Restated Loan Agreement dated as of October 16, 1995 between the Company
                          and Bank One, Dayton, NA...........................................................
                                                                                                                        +
                  10.5   Loan Agreement dated as of October 16, 1995 between Dur-O-Wal, Inc. and Bank One,
                          Dayton, NA.........................................................................
                                                                                                                        +
                  10.6   Amended and Restated Shareholder Agreement dated as of October 13, 1995 among the
                          Company and certain shareholders of the Company....................................
                                                                                                                        +
                  10.7   Proposed Amended and Restated Shareholder Agreement (to be effective immediately
                          following consummation of the Offering)............................................
                                                                                                                        +
                  10.8   Management Incentive Program........................................................
                                                                                                                        +
                  10.9   1994 Stock Option Plan..............................................................
                                                                                                                        +
                  10.10  1995 Stock Option Plan..............................................................
                                                                                                                        +
                  10.11  1995 Management Stock Purchase Plan.................................................
                                                                                                                        +
                  10.12  1996 Stock Option Plan..............................................................
                                                                                                                        +
                  10.13  Stock Purchase Agreement dated as of October 16, 1995 by and among the Company,
                          Dur-O-Wal, Inc., Omni Investors, Inc. and certain individuals......................
                                                                                                                        +
                  10.14  Employment Agreement between Dur-O-Wal, Inc. and Mario Catani dated as of October
                          16, 1995...........................................................................
                                                                                                                        +
                  10.15  Supplemental Retirement Benefit Trust Agreement dated as of June 20, 1996 betwen
                          Dur-O-Wal, Inc. and Stanley M. Pillman, as trustee.................................
</TABLE>
    
 
                                      II-5
<PAGE>
   
<TABLE>
<CAPTION>
      EXHIBIT NO.                                            DESCRIPTION                                          PAGE
- -----------------------  ------------------------------------------------------------------------------------  -----------
<C>           <C>        <S>                                                                                   <C>
                                                                                                                        +
                  10.16  Deferred Compensation Trust Agreement dated as of November 14, 1986 between
                          Dur-O-Wal, Inc. and Stanley M. Pillman, as trustee.................................
 
        (11)                                                             STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
                                                                                                                       **
                  11.1   Computation of Earnings Per Share...................................................
 
        (21)                                                                             SUBSIDIARIES OF THE REGISTRANT
                                                                                                                        +
                  21.1   Subsidiaries of the Company.........................................................
 
        (23)                                                                            CONSENTS OF EXPERTS AND COUNSEL
                                                                                                                       **
                  23.1   Consent of Arthur Andersen LLP......................................................
                                                                                                                       **
                  23.2   Consent of Coopers & Lybrand LLP....................................................
                                                                                                                       **
                  23.3   Consent of Altschuler, Melvoin and Glasser LLP......................................
                  23.4   Consent of Thompson Hine & Flory P.L.L. is included in Exhibit 5.1
 
        (24)                                                                                         POWERS OF ATTORNEY
                                                                                                                        +
                  24.1   Powers of Attorney contained on the signature pages of the registration statement on
                          Form S-1...........................................................................
 
        (99)                                                                                    FINANCIAL DATA SCHEDULE
                                                                                                                        +
                  99.1   Financial Data Schedule.............................................................
</TABLE>
    
 
- ------------------------
 * To be filed by amendment
 
** Filed herewith
 
 + Previously filed
 
                                      II-6
<PAGE>
    After  the authorization of the stock split  discussed in Note 10a to Dayton
Superior Corporation's consolidated financial statements,  we expect to be in  a
position to render the following report.
 
                                           ARTHUR ANDERSEN LLP
 
   
May 28, 1996
    
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
    We  have audited, in accordance  with generally accepted auditing standards,
the  consolidated  financial  statements  of  Dayton  Superior  Corporation  and
Subsidiaries included in this registration statement, and have issued our report
thereon,  dated February 10, 1996. Our audit was made for the purpose of forming
an opinion on  the basic  financial statements taken  as a  whole. The  schedule
listed  is the responsibility  of the Company's management  and is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements. This schedule has been subjected  to
the  auditing procedures applied in the  audit of the basic financial statements
and, in our opinion, fairly states  in all material respects the financial  data
required  to be set forth therein in  relation to the basic financial statements
taken as a whole.
 
Dayton, Ohio
February 10, 1996(except with respect to the matters discussed in Note 10,
                as to which the date is                 ).
 
                                      II-7
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
 
<TABLE>
<CAPTION>
                                                                                                      DEDUCTIONS
                                                                     CHARGED                      -------------------
                                                                  (CREDITED) TO                    CHARGES FOR WHICH
                                                 BALANCE AT         COSTS AND         OTHER          RESERVES WERE      BALANCE AT
DESCRIPTION                                  BEGINNING OF YEAR      EXPENSES        ADDITIONS           CREATED        END OF YEAR
- -------------------------------------------  ------------------  ---------------  --------------  -------------------  ------------
<S>                                          <C>                 <C>              <C>             <C>                  <C>
Allowance for Doubtful Accounts
  For the year ended December 31, 1993.....      $    1,525              (256)          --                  (139)       $    1,130
  For the year ended December 31, 1994.....           1,130              (349)          --                   (17)              764
  For the year ended December 31, 1995.....             764               (86)            47(1)              (17)              708
</TABLE>
 
- ------------------------
(1)  Acquisition of Dur-O-Wal
 
                                      II-8
<PAGE>
                                 EXHIBIT INDEX
 
   
<TABLE>
<CAPTION>
      EXHIBIT NO.                                            DESCRIPTION                                          PAGE
- -----------------------  ------------------------------------------------------------------------------------  -----------
<C>           <C>        <S>                                                                                   <C>
         (1)                                                                                     UNDERWRITING AGREEMENT
                                                                                                                        *
                   1.1   Form of Underwriting Agreement......................................................
 
         (3)                                                                      ARTICLES OF INCORPORATION AND BY-LAWS
                                                                                                                        +
                   3.1   Amended Articles of Incorporation of the Company....................................
                                                                                                                        +
                   3.2   Proposed Amended Articles of Incorporation (to be effective immediately prior to the
                          consummation of the Offering)......................................................
                                                                                                                        +
                   3.3   Code of Regulations of the Company (as amended).....................................
 
         (4)                                  INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
                                                                                                                        +
                   4.1   Form of Class A Common Share Certificate............................................
 
         (5)                                                                                        OPINION RE LEGALITY
                                                                                                                        *
                   5.1   Opinion of Thompson Hine & Flory P.L.L..............................................
 
        (10)                                                                                         MATERIAL CONTRACTS
                                                                                                                        +
                  10.1   Securities Purchase Agreements dated as of May 24, 1994 between the Company and each
                          of the purchasers of the Company's 11.75% Senior Notes due 2002....................
                                                                                                                        +
                  10.2   Supplemental Agreement dated as of October 12, 1995 between the Company and each of
                          the purchasers of the Company's 11.75% Senior Notes due 2002.......................
                                                                                                                        +
                  10.3   Securities Purchase Agreement dated as of October 15, 1995 between the Company and
                          each of the purchasers of the Company's 11.75% Senior Notes due 2003...............
                                                                                                                        +
                  10.4   Amended and Restated Loan Agreement dated as of October 16, 1995 between the Company
                          and Bank One, Dayton, NA...........................................................
                                                                                                                        +
                  10.5   Loan Agreement dated as of October 16, 1995 between Dur-O-Wal, Inc. and Bank One,
                          Dayton, NA.........................................................................
                                                                                                                        +
                  10.6   Amended and Restated Shareholder Agreement dated as of October 13, 1995 among the
                          Company and certain shareholders of the Company....................................
                                                                                                                        +
                  10.7   Proposed Amended and Restated Shareholder Agreement (to be effective immediately
                          following consummation of the Offering)............................................
                                                                                                                        +
                  10.8   Management Incentive Program........................................................
                                                                                                                        +
                  10.9   1994 Stock Option Plan..............................................................
                                                                                                                        +
                  10.10  1995 Stock Option Plan..............................................................
                                                                                                                        +
                  10.11  1995 Management Stock Purchase Plan.................................................
                                                                                                                        +
                  10.12  1996 Stock Option Plan..............................................................
                                                                                                                        +
                  10.13  Stock Purchase Agreement dated as of October 16, 1995 by and among the Company,
                          Dur-O-Wal, Inc., Omni Investors, Inc. and certain individuals......................
                                                                                                                        +
                  10.14  Employment Agreement between Dur-O-Wal, Inc. and Mario Catani dated as of October
                          16, 1995...........................................................................
                                                                                                                        +
                  10.15  Supplemental Retirement Benefit Trust Agreement dated as of June 20, 1996 betwen
                          Dur-O-Wal, Inc. and Stanley M. Pillman, as trustee.................................
                                                                                                                        +
                  10.16  Deferred Compensation Trust Agreement dated as of November 14, 1986 between
                          Dur-O-Wal, Inc. and Stanley M. Pillman, as trustee.................................
</TABLE>
    
<PAGE>
   
<TABLE>
<CAPTION>
      EXHIBIT NO.                                            DESCRIPTION                                          PAGE
- -----------------------  ------------------------------------------------------------------------------------  -----------
<C>           <C>        <S>                                                                                   <C>
        (11)                                                             STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
                                                                                                                       **
                  11.1   Computation of Earnings Per Share...................................................
 
        (21)                                                                             SUBSIDIARIES OF THE REGISTRANT
                                                                                                                        +
                  21.1   Subsidiaries of the Company.........................................................
 
        (23)                                                                            CONSENTS OF EXPERTS AND COUNSEL
                                                                                                                       **
                  23.1   Consent of Arthur Andersen LLP......................................................
                                                                                                                       **
                  23.2   Consent of Coopers & Lybrand LLP....................................................
                                                                                                                       **
                  23.3   Consent of Altschuler, Melvoin and Glasser LLP......................................
                  23.4   Consent of Thompson Hine & Flory P.L.L. is included in Exhibit 5.1
        (24)                                                                                         POWERS OF ATTORNEY
                                                                                                                        +
                  24.1   Powers of Attorney contained on the signature pages of the registration statement on
                          Form S-1...........................................................................
</TABLE>
    
 
- ------------------------
 * To be filed by amendment
 
** Filed herewith
 
 + Previously filed

<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                      EXHIBIT 11--COMPUTATION OF EARNINGS
                     PER COMMON AND COMMON EQUIVALENT SHARE
 
   
<TABLE>
<CAPTION>
                                                                                             THREE FISCAL MONTHS
                                               FOR THE YEAR ENDED DECEMBER 31, 1995                 ENDED
                                         ------------------------------------------------  ------------------------
                                                                              PRO FORMA     MARCH 31,    MARCH 29,
                                           1993       1994         1995          1995         1995         1996
                                         ---------  ---------  ------------  ------------  -----------  -----------
                                                     (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<S>                                      <C>        <C>        <C>           <C>           <C>          <C>
Weighted average number of common
 shares outstanding during the year....     49,650  1,766,700     2,990,847     2,990,847   2,911,400    3,288,000
Common equivalent shares outstanding...     45,389(b)   255,218(a)      569,961(a)       45,389(b)     45,389(b)     45,389(b)
                                         ---------  ---------  ------------  ------------  -----------  -----------
Weighted average common and common
 equivalent shares outstanding.........     95,039  2,021,918     3,560,808     3,036,236   2,956,789    3,333,389
                                         ---------  ---------  ------------  ------------  -----------  -----------
                                         ---------  ---------  ------------  ------------  -----------  -----------
Income (loss) before extraordinary
 item..................................  $  (6,173) $    (682)       $3,705        $3,404       $(151 )      $(401 )
Extraordinary item.....................     --         31,354       --            --           --           --
                                         ---------  ---------  ------------  ------------  -----------  -----------
Net income (loss)......................     (6,173)    30,672         3,705         3,404        (151 )       (401 )
Dividends on Redeemable Preferred
 Shares................................     --           (361)         (470)         (470)       (150 )     --
Accretion on Redeemable Preferred
 Shares................................     --           (136)         (192)         (192)        (62 )     --
Redemption of Redeemable Preferred
 Shares in excess of book value........     --         --            (2,972)       (2,972)     --           --
                                         ---------  ---------  ------------  ------------  -----------  -----------
Net income (loss) available to common
 shareholders..........................  $  (6,173) $  30,175           $71         $(230)      $(363 )      $(401 )
                                         ---------  ---------  ------------  ------------  -----------  -----------
                                         ---------  ---------  ------------  ------------  -----------  -----------
Income (loss) per share before
 extraordinary item....................    $(64.95)    $(0.58)        $0.02        $(0.08)     $(0.12 )     $(0.12 )
Extraordinary item.....................     --          15.50       --            --           --           --
                                         ---------  ---------  ------------  ------------  -----------  -----------
Net income (loss) per share............  $  (64.95)    $14.92         $0.02        $(0.08)     $(0.12 )     $(0.12 )
                                         ---------  ---------  ------------  ------------  -----------  -----------
                                         ---------  ---------  ------------  ------------  -----------  -----------
Fully diluted earnings per share are not significantly different from primary earnings per share.
</TABLE>
    
 
- ------------------------
Notes:
 
(a)  Common equivalent  shares are  shares issuable  upon the  exercise of stock
    options and warrants,  when dilutive,  net of  shares assumed  to have  been
    purchased  with the proceeds from the  exercise of the options and warrants,
    based on the assumed offering price of $13.50 per share.
 
(b) Common equivalent shares in periods with a loss are shares issuable upon the
    exercise of  stock options  and warrants  granted within  12 months  of  the
    Offering.

<PAGE>
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
    As  independent  public accountants,  we hereby  consent to  the use  of our
reports (and to all references to our Firm)  included in or made a part of  this
registration statement.
 
   
Dayton, Ohio                                                 ARTHUR ANDERSEN LLP
May 28, 1996
    

<PAGE>
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
    We  consent  to  the  inclusion in  this  registration  statement  of Dayton
Superior Corporation on  Form S-1 of  our report  dated April 20,  1994, on  our
audits of the consolidated statements of operations and cash flows of Dur-O-Wal,
Inc.  and Subsidiary  for the years  ended December  31, 1992 and  1993. We also
consent to the reference to our firm under the caption "Experts."
 
COOPERS & LYBRAND L.L.P.
 
   
Chicago, Illinois
May 28, 1996
    

<PAGE>
                        CONSENT OF INDEPENDENT AUDITORS
 
    We  have issued our  report dated April 21,  1995 accompanying the financial
statements of  Dur-O-Wal,  Inc. and  subsidiary  contained in  the  Registration
Statement  and Prospectus. We consent to the use of the aforementioned report in
the Registration Statement  and Prospectus, and  to the  use of our  name as  it
appears under the caption "Experts".
 
   
Chicago, Illinois                            ALTSCHULER, MELVOIN AND GLASSER LLP
May 28, 1996
    


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