DAYTON SUPERIOR CORP, S-1/A, 1996-05-17

DAYTON SUPERIOR CORP
S-1/A, 1996-05-17
STEEL PIPE & TUBES

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1996

REGISTRATION NO. 333-2974

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1
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
3,700,000 SHARES

DAYTON SUPERIOR CORPORATION

CLASS A COMMON SHARES tuvw
(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 $ .

(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 had 1995 net sales of $92.8
million and 1995 net sales of $113.7 million on a pro forma combined basis.

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).

3
<PAGE>

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 and 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 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
and accounted for approximately 16.5%, or $18.8 million, of the Company's
net sales in 1995 on a pro forma combined basis.

4
<PAGE>

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. 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 $6.7 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 and the three fiscal months ended March 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
ENDED
YEAR ENDED DECEMBER 31, ------------------------
------------------------------------------------------------------------------ PRO FORMA
PRO FORMA MARCH 31, MARCH 31,
1991 1992 1993 1994 1995 1995 (1) 1995 1995 (1)
---------- ---------- ------------- ------------- ----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <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 $23,957
Gross profit........... 19,925 18,408 19,727 24,330 28,812 33,718 5,422 6,904
Income from
operations............ 4,126 1,286 3,856 6,303 8,623 10,372 758 1,312
Interest expense,
net................... 8,541 8,727 10,118 6,017 (2) 4,231 6,264 909 1,551
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 ) (245)
Extraordinary item, net
of tax................ -- -- -- 31,354 (2) -- -- -- --
Net income (loss)...... $(3,409) $(6,615) $(6,173 ) $30,672 $3,705 $3,404 $(151 ) $(245)
---------- ---------- ------------- ------------- ----------- ----------- ----------- -----------
---------- ---------- ------------- ------------- ----------- ----------- ----------- -----------
Net income (loss)
available to common
shareholders.......... $(3,409) $(6,615) $(6,173 ) $30,175 $71 $(230 ) $(363 ) $(457)
---------- ---------- ------------- ------------- ----------- ----------- ----------- -----------
---------- ---------- ------------- ------------- ----------- ----------- ----------- -----------
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 ) $(0.15)
Net income (loss) per
common and common
equivalent share
(4)................... (35.87) (69.60) (64.95 ) 14.92 0.02 (0.08 ) (0.12 ) (0.15)
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 2,956,789

AS ADJUSTED FOR THE
OFFERING: (5)
Net income............. $4,682 $5,247 $498
Net income per common
and common equivalent
share before
dividends, accretion
and redemption of
redeemable preferred
shares (4)............ 0.86 0.96 0.09
Net income per common
and common equivalent
share (4)............. 0.19 0.30 0.05
Weighted average common
and common equivalent
shares outstanding
(4)................... 5,460,808 5,460,808 5,381,361

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............. $60
Net income per common
and common equivalent
share before
dividends, accretion
and redemption of
redeemable preferred
shares (4)............ 0.01
Net income per common
and common equivalent
share (4)............. 0.01
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>

<S> <C> <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 $2,629
Cash flow from operating
activities............... (736) 882 2,503 (7,576 ) 8,226 8,786 (2,133 ) (3,427)
Cash flow from investing
activities............... (456) 578 (1,617 ) (2,075 ) (26,321 ) (3,129 ) (503 ) (610)
Cash flow from financing
activities............... 500 2,992 -- 3,912 18,256 (5,180 ) 2,170 2,170
Capital expenditures...... 447 695 1,647 2,082 2,730 3,166 505 612
Management fees(7)........ 250 250 250 250 250 250 63 63

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 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
therefrom, 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, March 29,
1996, and pro forma March 31, 1995 interest expense by $1.6 million, $3.0
million, $0.7 million and $0.7 million, respectively, and increase the 1995,
pro forma 1995 and March 29, 1996 provision for income tax by $0.6 million,
$1.1 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. EBITDA is presented because such data is used by
certain investors to determine the Company's ability to meet its debt
service requirements and is a component in the interest rate and covenant
structure of the Company's Credit Facility. Management believes EBITDA
provides a useful measurement of cash available for paying interest,
repaying debt, and making capital expenditures. 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:

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 a
management fee. 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 and infrastructure 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 and the Company's 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, 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 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 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 and
outstanding.................................... -- --
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,
1,522,500 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, after giving effect to
the Offering, 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)......................... 3,634,600 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>

- ------------------------

(1) Sales by the Selling Shareholders in the Offering 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: (i) exercise of all the outstanding
warrants to purchase 346,600 Class A Common Shares (the "Warrants") at a price
of $0.000002 per share and sale in the Offering by the Selling Shareholders of
all of the Class A Common Shares for which the Warrants were exercised and (ii)
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>

- ------------------------------
(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. EBITDA is presented because
such data is used by certain investors to determine the Company's ability
to meet its debt service requirements and is a component in the interest
rate and covenant structure of the Company's Credit Facility. Management
believes EBITDA provides a useful measurement of cash available for paying
interest, repaying debt, and making capital expenditures. 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
--------- --------- --------- --------- --------- ----------- -----------
<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 a management fee. 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
statements of operations give effect to the Dur-O-Wal Acquisition as if it
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>

(see footnotes on the following page)

19
<PAGE>

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE THREE FISCAL MONTHS ENDED MARCH 31, 1995

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
RELATED TO THE
THE COMPANY, DUR-O-WAL PRO FORMA
AS REPORTED DUR-O-WAL ACQUISITION COMBINED
-------------- ----------- ------------------ -----------
<S> <C> <C> <C> <C>
Net sales............................................. $17,977 $ 5,980 $ -- $23,957
Cost of sales......................................... 12,555 4,287 211 (2) 17,053
-------------- ----------- ------ -----------
Gross profit........................................ 5,422 1,693 (211 ) 6,904
Selling, general and administrative expenses.......... 4,315 871 6 (2) 5,136
(56 (3)

Amortization of goodwill and intangibles.............. 349 57 50 (4) 456
-------------- ----------- ------ -----------
Income from operations................................ 758 765 (211 ) 1,312
Other expenses:
Interest expense, net............................... 909 119 642 (5) 1,551
(119 (6)

Other, net.......................................... -- 6 -- 6
-------------- ----------- ------ -----------
Income before income taxes............................ (151 ) 640 (734 ) (245 )
Provision (benefit) for income taxes.................. -- 278 (278 (7) --
-------------- ----------- ------ -----------
Net income (loss)..................................... $(151 ) $362 $(456 ) $(245 )
Dividends on Redeemable Preferred Shares.............. (150 ) -- -- (150 )
Accretion on Redeemable Preferred Shares.............. (62 ) -- -- (62 )
-------------- ----------- ------ -----------
Net income (loss) available to common shareholders.... $(363 ) $362 $ (456 ) $(457 )
-------------- ----------- ------ -----------
-------------- ----------- ------ -----------
Net income (loss) per share........................... $(0.12 ) $(0.15 )
-------------- -----------
-------------- -----------
Weighted average common and common equivalent shares
outstanding(8)....................................... 2,956,789 2,956,789
-------------- -----------
-------------- -----------
</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, with respect to the year ended December
31, 1995, and $56,000 for management fees to Dur-O-Wal's former controlling
shareholder, with respect to the three fiscal months ended March 31, 1995.

(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.

(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 fair 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
---------------------------------------------- -------------------------------
PRO PRO FORMA(1)
HISTORICAL FORMA(1) ----------------
---------------------------------- ---------- MARCH 31, MARCH 31,
1993 1994 1995 1995 1995 1995
---------- ---------- ---------- ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Net sales................................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales............................ 73.8 70.5 69.0 70.3 69.8 71.2
----- ----- ----- ----- ----- -----
Gross profit............................. 26.2 29.5 31.0 29.7 30.2 28.8
Selling, general and administrative
expenses................................ 19.4 20.3 20.1 18.9 24.0 21.4
Amortization of goodwill and
intangibles............................. 1.7 1.5 1.6 1.7 2.0 1.9
----- ----- ----- ----- ----- -----
Income from operations................... 5.1 7.7 9.3 9.1 4.2 5.5
Interest expense, net.................... 13.4 7.3 4.6 5.5 5.0 6.5
Other, net(2)............................ -- 1.1 -- -- -- --
----- ----- ----- ----- ----- -----
Income (loss) before income taxes and
extraordinary item...................... (8.3) (0.7) 4.7 3.6 (0.8) (1.0)
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) (1.0)
Extraordinary item, net of tax........... -- 38.1(3) -- --
----- ----- ----- ----- ----- -----
Net income (loss)........................ (8.2)% 37.3% 4.0% 3.0% (0.8)% (1.0)%
----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- -----

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 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 transactions, 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.
On a pro forma combined basis, net interest expense remained constant at $1.6
million.

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

23
<PAGE>
7.4%, as reported by McGraw-Hill Dodge. Net sales increased $10.5 million, or
12.8%, from $82.3 million 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. On a pro forma combined basis, the Company's net sales increased by
$6.7 million, or 6.3%, from $107.0 million in 1994 to $113.7 million in 1995.

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. On a pro forma combined basis, net sales of
masonry accessories increased by $1.0 million, or 4.0%, to $25.7 million in 1995
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. On a pro forma combined basis, gross profit increased $3.3 million,
from $30.4 million, or 28.4% of net sales, in 1994, to $33.7 million, or 29.7%
of net sales, in 1995 as a result of the Company's improved performance,
discussed above. 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. On
a pro forma combined basis, SG&A expenses, excluding amortization of goodwill
and intangibles, increased from $20.6 million in 1994 to $21.7 million in 1995
but decreased as a percentage of net sales from 19.2% in 1994 to 19.1% in 1995
due to Dur-O-Wal 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

24
<PAGE>

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 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.

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

25
<PAGE>

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
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,

26
<PAGE>

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 between 50% to 70% 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.
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 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.

27
<PAGE>

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 will
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 will not
have a material impact on the Company's financial position or results of
operations.

28
<PAGE>
BUSINESS

GENERAL

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.

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

- 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.

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 primarily sold 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 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 one- and two-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 one- and two-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 one- and
two-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 one-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 such as 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's net sales of new products developed within
the prior five years (three years in the case of chemical products) increased
from $3.5 million to $5.5 million including new products introduced by Dur-O-Wal
during such period ($6.7 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. Net sales of
third-party products were approximately $18.8 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 98 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

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 it 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

Each director who is not an employee of the Company or Ripplewood receives
an annual retainer of $20,000 payable in Class A Common Shares or options to
purchase 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 of 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. Currently the Company pays Mr. Begel an annual
management fee of $25,000, payable on a monthly basis. Following the Offering,
the Company will no longer pay a management fee to Mr. Begel.

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 INCENTIVE PLAN. The Board of Directors adopted the
1995 Management Stock Incentive 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 holders'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. Currently the Company pays Mr. Begel an annual
management fee of $25,000, payable on a monthly basis. Following the Offering,
the Company will no longer pay a management fee to Mr. Begel.

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

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

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<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

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<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.

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<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 prohibited 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.

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<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.

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<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 and certain of the Company's 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, grant any
option for the sale of, 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) 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.

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<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 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. 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
earnings to current obligations, a specified ratio of total debt to earnings, a
specified net worth and 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.

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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.

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<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 holders of all the Common Shares and Options outstanding prior to the
Offering and the Company have agreed not to offer, sell, contract to sell or
otherwise dispose of, directly or indirectly, or announce the offering of, their
Common Shares or any securities convertible into or exchangeable for 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, and (iii) 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.

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.

59
<PAGE>

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-5
Consolidated Statements of Shareholders' Equity for the years ended December 31, 1993, 1994 and 1995..... F-6
Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1994 and 1995............... F-7
Notes to Consolidated Financial Statements............................................................... F-8
Consolidated Balance Sheet as of December 31, 1995 and March 29, 1996 (unaudited)........................ F-21
Consolidated Statements of Operations for the three fiscal months ended March 31, 1995 and March 29, 1996
(unaudited)............................................................................................. F-23
Consolidated Statements of Cash Flows for the three fiscal months ended March 31, 1995 and March 29, 1996
(unaudited)............................................................................................. F-24
Notes to Consolidated Financial Statements (unaudited)................................................... F-25
Dur-O-Wal, Inc. and Subsidiary:
Reports of Independent Accountants....................................................................... F-26
Consolidated Statements of Operations for the years ended December 31, 1992, 1993, and 1994.............. F-28
Consolidated Statements of Cash Flows for the years ended December 31, 1992, 1993, and 1994.............. F-29
Notes to Consolidated Financial Statements............................................................... F-30
Consolidated Statements of Income for the periods January 1 through October 15, 1994 and 1995
(unaudited)............................................................................................. F-33
Consolidated Statements of Cash Flows for the periods January 1 through October 15, 1994 and 1995
(unaudited)............................................................................................. F-34
Notes to Consolidated Financial Statements (unaudited)................................................... F-35
</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 17, 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)
<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>

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 BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1995
LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
1994 1995
--------- -----------
(AMOUNTS IN THOUSANDS,
EXCEPT SHARE AMOUNTS)
<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-4
<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-5
<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)
--------- ----------- --------- ----------- ------ ------ -----------
--------- ----------- --------- ----------- ------ ------ -----------

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-6
<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-7
<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-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)

(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-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)
(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-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)

(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-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)

(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-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)

(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-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

(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-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)

(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-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)
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-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)

(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-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)

(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-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)

(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 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. 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-19
<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
Senior Promissory Notes described in Note 4, totalling $40,000, plus a
prepayment premium of $2,400 negotiated by the Company. Reference is made to
the "Summary Financial and Pro Forma Data" for the effects of the offering
on net income and net income per common and common equivalent share.

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 per annum. 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-20
<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)
<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>

The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.

F-21
<PAGE>

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND MARCH 29, 1996
LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
DECEMBER 31,
1995
--------------
MARCH 29,
1996
------------
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
<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-22
<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-23
<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-24
<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>

(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-25
<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-26
<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.

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-27
<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-28
<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-29
<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-30
<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-31
<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-32
<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-33
<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-34
<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-35
<PAGE>

Dayton Superior manufactures precast and prestressed
concrete construction products, such as anchors, inserts,
holddowns and pushdowns, which are used in the manufac-
ture 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.

Dayton Superior manufactures products for concrete paving and high-
ways include welded dowel assemblies, loose dowels, caps, keyways
and stakes. In addition, Dayton Superior manufactures bridge and heavy
construction products such as overhang brackets, hangers, adjustable
bolts, bar supports and hold downs and chemical products, including
anchoring epoxies, cement based grouts, reflective curing agents, and
epoxy coatings.

The Company's masonry accessories product line
consists primarily of masonry wall reinforcement,
masonry anchors and other accessories
used in masonry construction and restoration.

<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........................................ 59
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

II-1
<PAGE>

of Directors of the Company by a majority vote of a quorum consisting of
directors of the Company who 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 17, 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 17, 1996
John A. Ciccarelli Executive Officer
and Director
(principal executive
officer)

* Vice President, Finance May 17, 1996
Richard L. Braswell (principal financial
and accounting officer)

* Director May 17, 1996
Timothy C. Collins

* Director May 17, 1996
Matthew O. Diggs, Jr.

* Director May 17, 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 Incentive 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

(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 17, 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

(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..............................................

<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.........................................................

- ------------------------
* To be filed by amendment

** Filed herewith

+ Previously filed

<PAGE>
EXHIBIT 3.2

AMENDED
ARTICLES OF INCORPORATION
OF
DAYTON SUPERIOR CORPORATION

FIRST: The name of the Corporation is Dayton Superior Corporation.

SECOND: The place in the State of Ohio where the principal office of
the Corporation is located is Miamisburg in Montgomery County.

THIRD: The purposes for which the Corporation is formed is to
manufacture and supply concrete and masonry accessories and to engage in any
other lawful act or activity for which a corporation may be formed under Chapter
1701 of the Ohio Revised Code.

FOURTH: The Corporation shall have authority to issue 27,825,250
capital shares, classified as follows:

(i) 20,000,000 Class A Common Shares, without par value ("Class A
common Shares");

(ii) 2,005,850 Class B Common Shares, without par value ("Class B
Common Shares"); and

(iii) 5,000,000 Preferred Shares, without par value ("Preferred
Shares").

The Class A Common Shares and the Class B Common Shares sometimes are referred
to herein collectively as the "Common Shares".

A. COMMON SHARES. The express terms of the Common Shares of each
class shall be as follows:

1. IDENTICAL RIGHTS. Except as otherwise provided in this Article
Fourth, all Common Shares shall be identical and shall entitle the holder
thereof to the same rights and privileges.

2. DIVIDENDS. From and after the date of issuance, the holders of
outstanding Common Shares shall be entitled to receive dividends on the Common
Shares when, as and if declared by the directors out of funds legally available
for such purpose. All holders of Common Shares shall share ratably, in
accordance with the number of shares held by each such holder, in all dividends
or distributions payable in cash, in property or in securities (other than
Common Shares) of the Corporation. All dividends or distributions declared on
the Common Shares which are payable in

<PAGE>
Common Shares shall be declared at the same rate on both classes of Common
Shares, but shall be payable only in Class A Common Shares to the holders of
Class A Common Shares and in Class B Common Shares to the holders of Class B
Common Shares.

3. SUBDIVISIONS AND COMBINATIONS OF SHARES. The Corporation shall
not in any manner subdivide (by stock split, stock dividend or otherwise) or
combine (by stock split, stock dividend or otherwise) the outstanding Common
Shares of either class unless the outstanding Common Shares of the other class
are proportionately subdivided or combined.

4. LIQUIDATION. In the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the affairs of the Corporation, the
holders of the Common Shares shall share ratably, in accordance with the number
of shares held by each such holder, in all of the assets of the Corporation
available for distribution to the holders of Common Shares.

5. VOTING RIGHTS. Except as otherwise required by law, the holder
or holders of the Class A Common Shares and the Class B Common Shares shall vote
together as one class on all matters on which the holders of Common Shares are
entitled to vote. The holder or holders of the Class A Common Shares shall be
entitled to one vote for each Class A Common Share held of record, and the
holder or holders of the Class B Common Shares shall be entitled to ten votes
for each Class B Common Share held of record.

6. CONVERSION. (a) Each Class B Common Share shall be
convertible at any time, at the option of the holder, into one fully-paid and
non-assessable Class A Common Share by delivering to the principal office of the
Corporation: (i) the certificate or certificates representing the Class B Common
Shares to be converted, duly endorsed in blank or accompanied by proper
instruments of transfer, and (ii) written notice (a "Conversion Notice") to the
Corporation specifying the number of Class B Common Shares to be converted into
Class A Common Shares and stating the name or names (with addresses) and
denominations in which the certificate or certificates representing the Class A
Common Shares issuable upon such conversion are to be issued and including
instructions for the delivery of such certificate or certificates. The
conversion of the Class B Common Shares for which a Conversion Notice is given
shall be effective at the time at which the Conversion Notice and the
certificate or certificates representing the Class B Common Shares to be
converted are delivered to the Corporation or such later time as may be
specified in the Conversion Notice. At the time a conversion becomes effective:
(i) each person named in the Conversion Notice as the person to whom a
certificate or certificates representing Class A Common Shares is to be issued
shall be deemed to be the holder of record of the number of Class A Common
Shares to be represented by such certificate or certificates, (ii) the rights of
the holder with respect to the Class B Common Shares being converted shall cease
and terminate and (iii) the Corporation or its transfer agent thereafter
promptly shall issue and deliver a certificate or certificates representing the
number of Class A Common Shares to which each such record holder is entitled by
reason of the conversion to such holder at the address set forth in the
Conversion Notice.

-2-
<PAGE>

(b) Each Class B Common Share which is sold or otherwise
transferred to any person other than a Ripplewood Successor (as hereinafter
defined) automatically shall convert upon such sale or transfer, without any
further action of the holder of such Class B Common Shares, into one fully-paid
and non-assessable Class A Common Share. If at any time the aggregate number of
Class B Common Shares held by Ripplewood and all Ripplewood Successors is less
than the Minimum Number of Shares (as hereinafter defined), each outstanding
Class B Common Share automatically shall convert, without any further action of
any holder of any such Class B Common Shares, into one fully-paid and non-
assessable Class A Common Share. Upon any such automatic conversion, each
record holder of a certificate that, immediately prior to the effectiveness of
the conversion, represented Class B Common Shares shall be entitled to receive
in exchange for such certificate, upon surrender of such certificate to the
Corporation at its principal office, a certificate representing the number of
Class A Common Shares to which such holder is entitled as a result of the
conversion. Until surrendered and exchanged in accordance herewith, each
certificate that, immediately prior to effectiveness of the conversion,
represented Class B Common Shares shall represent the Class A Common Shares to
which the holder is entitled as a result of the conversion. For purposes of
this Section 6(b)(i): "Ripplewood Successor" means (x) any person, corporation,
partnership, limited liability company or other entity that is merged into
Ripplewood or with which Ripplewood is merged or consolidated or that succeeds,
directly or indirectly, to the ownership of the business of, or all or
substantially all of the assets and liabilities of, Ripplewood, whether by
formation of a holding company, transfer of assets or otherwise, and (y) any
person who is employed by Ripplewood or a Ripplewood Successor referred in the
foregoing clause (x) or who is a shareholder, partner, member or other equity
owner of Ripplewood or any such Ripplewood Successor, in each case so long as
such person remains so employed or such a shareholder, partner, member or other
equity owner, and (ii) "Minimum Number of Shares" means 622,525 Class B Common
Shares, subject to proportionate adjustment to reflect any subdivision (by stock
split, stock dividend or otherwise) or combination (by stock split, stock
dividend or otherwise) of the outstanding Common Shares.

(c) Upon the voluntary or automatic conversion of Class B Common
Shares into Class A Common Shares as provided in this Section 6, the Class B
Common Shares so converted automatically shall be retired and shall become
authorized and unissued Class A Common Shares.

(d) The Corporation at all times shall reserve and shall keep
available out of its authorized but unissued Class A Common Shares or Class A
Common Shares held in its treasury, solely for the purpose of issuance upon
conversion of the Class B Common Shares as provided in this Section 6, such
number of Class A Common Shares as then shall be issuable upon conversion of all
outstanding Class B Common Shares.

7. MERGERS, ETC. In the event of any merger, consolidation,
purchase or acquisition of property or shares or other reorganization in which
any consideration is to be received by the holders of Common Shares, the holders
of the Class A Common Shares and the holders of the Class B Common Shares shall
receive the same consideration on a per share basis; provided, however, that, if
such consideration shall consist in any part of voting securities (or of options
or warrants to purchase, or securities convertible into or exchangeable for,
voting securities), the holders of the Class

-3-
<PAGE>

B Common Shares shall 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 the Class A Common Shares but otherwise with the same terms as
those voting securities to be received by the holders of the 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 the exercise of the options or warrants
to be received by the holders of the Class A Common Shares but otherwise with
the same terms as those voting securities issuable upon the exercise of the
options or warrants to be received by the holders of the Class A Common Shares
or into which the convertible or exchangeable securities to be received by the
holders of the Class A Common Shares may be converted or exchanged).

8. PRE-EMPTIVE RIGHTS. The holders of the Common Shares shall
not have any preemptive rights under Section 1701.15 of the Ohio Revised Code.

B. PREFERRED SHARES. The express terms of the Preferred Shares
shall be as follows:

1. SERIES OF PREFERRED SHARES. Within the limitations and
restrictions set forth in this Article Fourth, the directors are authorized, at
any time or from time to time, to adopt amendments to these Amended Articles of
Incorporation with respect to any authorized and unissued Preferred Shares to
fix or alter the division of such shares into series, the designation and number
of shares of each series, the dividend rates, dates of payment of dividends and
the dates from which they are cumulative, redemption rates, redemption prices,
liquidation prices, sinking fund requirements, conversion rights, any
restrictions on issuance of shares of the same series or of any other class or
series and any other terms not prohibited by law.

2. VOTING RIGHTS. Except as otherwise provided by law, the
holders of the Preferred Shares shall have no voting rights; provided, however,
that so long as there are no Preferred Shares issued and outstanding, the
directors are authorized, at any time or from time to time, to adopt an
amendment to these Amended Articles of Incorporation to fix or alter the voting
rights of the Preferred Shares, as a class.

FIFTH: When authorized by the affirmative vote of the directors,
without any action by the shareholders, the Corporation may purchase its own
shares for such prices, in such manner and upon such terms and conditions as the
directors from time to time may determine, except that no such purchase shall be
made if immediately thereafter the Corporation's assets would be less than its
liabilities plus stated capital, if any, or if the Corporation is insolvent (as
defined in Chapter 1701 of the Ohio Revised Code) or if there is reasonable
ground to believe that by such purchase it would be rendered insolvent.

SIXTH: The shareholders of the Corporation shall have no right to vote
cumulatively in the election of directors.

-4-
<PAGE>

SEVENTH: Notwithstanding any provision of Chapter 1701 of the Ohio
Revised Code (or any successor provision) now or hereafter in force designating
for any purpose the vote or consent of the holders of shares entitling them to
exercise in excess of a majority of the voting power of the Corporation, or of
any particular class or classes of shares of the Corporation, such action,
unless otherwise expressly required by statute or these Amended Articles of
Incorporation, may be taken by the vote of the holders of shares entitling them
to exercise a majority of the voting power of the Corporation or of such class
or classes.

EIGHTH:

8.1 LIMITATION OF LIABILITY. (a) No person shall be found to have
violated any duties to the Corporation as a director of the Corporation in any
action brought against the person (including actions involving or affecting any
of the following: (i) a change or potential change in control of the
Corporation; (ii) a termination or potential termination of the person's service
to the Corporation as a director; or (iii) the person's service in any other
position or relationship with the Corporation), unless it is proved by clear and
convincing evidence that the person did not act in good faith, in a manner the
person reasonably believed to be in or not opposed to the best interests of the
Corporation, or with the care that an ordinarily prudent person in a like
position would use under similar circumstances.

(b) In performing any duties to the Corporation as a director,
the director shall be entitled to rely on information, opinions, reports, or
statements, including financial statements and other financial data, that are
prepared or presented by: (i) one or more directors, officers, or employees of
the Corporation who the director reasonably believes are reliable and competent
in the matters prepared or presented; (ii) counsel, public accountants, or other
persons as to matters that the director reasonably believes are within the
person's professional or expert competence; or (iii) a committee of the
directors upon which the director does not serve, duly established in accordance
with the provisions of the Corporation's Code of Regulations, as to matters
within its designated authority, which committee the director reasonably
believes to merit confidence. A director shall not be considered to be acting
in good faith if the director has knowledge concerning the matter in question
that would cause reliance on information, opinions, reports, or statements that
are prepared by the foregoing persons to be unwarranted.

(c) In determining what a director reasonably believes to be in
the best interests of the Corporation, the director shall consider the interests
of the shareholders and, in the director's discretion, may consider any of the
following: (i) the interests of the Corporation's employees, suppliers,
creditors, and customers; (ii) the economy of the state and nation; (iii)
community and societal considerations; and (iv) the long-term as well as short-
term interests of the Corporation and its shareholders, including the
possibility that these interests may be best served by the continued
independence of the Corporation.

(d) A director shall be liable in damages for any action the
director takes or fails to take as a director only if it is proved by clear and
convincing evidence in a court of competent jurisdiction that the action or
failure to act involved an act or omission undertaken with deliberate

-5-
<PAGE>
intent to cause injury to the Corporation or undertaken with reckless disregard
for the best interests of the Corporation. Notwithstanding the foregoing,
nothing contained in this paragraph (d) affects the liability of directors under
Section 1701.95 of the Ohio Revised Code or limits relief available under
Section 1701.60 of the Ohio Revised Code.

8.2 THIRD PARTY ACTION INDEMNIFICATION. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party,
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that the person is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, trustee, officer, employee, member, manager or
agent of another corporation, domestic or foreign, nonprofit or for profit,
limited liability company, partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit, or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe the conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
or conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, the person had reasonable cause to believe that the conduct was
unlawful.

8.3 DERIVATIVE ACTION INDEMNIFICATION. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party,
to any threatened, pending, or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that
the person is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, trustee, officer,
employee, member, manager or agent of another corporation, domestic or foreign,
nonprofit or for profit, limited liability company, partnership, joint venture,
trust, or other enterprise, against expenses, including attorney's fees,
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification shall be made in
respect of any of the following:

(i) any claim, issue, or matter as to which the person is adjudged to
be liable for negligence or misconduct in the performance of the person's
duty to the Corporation unless, and only to the extent that, the court of
common pleas or the court in which such action or suit was brought
determines upon application that, despite the adjudication of liabilities,
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court of common
pleas or such other court shall deem proper; or

(ii) any action or suit in which the only liability asserted against
the director is pursuant to Section 1701.95 of the Ohio Revised Code.

-6-
<PAGE>

8.4 SUCCESS ON MERITS. To the extent that a director, trustee,
officer, employee, or agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in Section 8.2 or 8.3, or
in defense of any claim, issue, or matter therein, the person shall be
indemnified against expenses, including attorney's fees, actually and reasonably
incurred by the person in connection with the action, suit or proceeding.

8.5 AUTHORIZATION OF INDEMNIFICATION. Any indemnification under
Section 8.2 or 8.3, unless ordered by a court, shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
Section 8.2 or 8.3. Such determination shall be made as follows:

(i) by a majority vote of a quorum consisting of directors of the
Corporation who were not and are not parties to or threatened with any such
action, suit, or proceeding;

(ii) if the quorum described in subparagraph (a) of this Section 8.5
is not obtainable or if a majority vote of a quorum of disinterested
director so directs, in a written opinion by independent legal counsel
other than an attorney, or a firm having associated with it an attorney,
who has been retained by or who has performed services for the Corporation
or any person to be indemnified within the past five years;

(iii) by the shareholders; or

(iv) by the court of common pleas or the court in which the action,
suit, or proceeding was brought.

In the case of an action or suit brought by or in the right of the Corporation
under Section 8.3, any determination made by the disinterested directors under
subparagraph (i) of this Section 8.5 or by independent legal counsel under
subparagraph (ii) of this Section 8.5 shall be communicated promptly to the
person who threatened or brought the action or suit, and within ten days after
receipt of the notification, the person shall have the right to petition the
court of common pleas or the court in which such action or suit was brought to
review the reasonableness of such determination.

8.6 PAYMENT OF EXPENSES IN ADVANCE. (a) Unless the only liability
asserted against a director in an action, suit, or proceeding referred to in
Section 8.2 or 8.3 is pursuant to Section 1701.95 of the Ohio Revised Code,
expenses, including attorney's fees, incurred by the director in defending the
action, suit, or proceeding shall be paid by the Corporation as they are
incurred, in advance of the final disposition of the action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of the director in
which the director agrees to do both of the following: (i) repay such amount if
it is proved by clear and convincing evidence in a court of competent
jurisdiction that the director's action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury

-7-
<PAGE>
to the Corporation or undertaken with reckless disregard for the best
interests of the Corporation; and (ii) reasonably cooperate with the
Corporation concerning the action, suit, or proceeding.

(b) Expenses, including attorney's fees, incurred by a director
or officer in defending any action, suit, or proceeding referred to in Section
8.2 or 8.3, may be paid by the Corporation as they are incurred, in advance of
the final disposition of the action, suit, or proceeding as authorized by the
directors in the specific case upon receipt of an undertaking by or on behalf of
the director or officer to repay such amount, if it ultimately is determined
that the director or officer is not entitled to be indemnified by the
Corporation.

8.7 NONEXCLUSIVITY. The indemnification authorized by this Article
Eighth shall not be exclusive of, and shall be in addition to, any other rights
granted to those seeking indemnification under these Amended Articles of
Incorporation, the Code of Regulations or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in the person's
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer, and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

8.8 INSURANCE. The Corporation may purchase and maintain insurance or
furnish similar protection including but not limited to trust funds, letters of
credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, trustee, officer, employee, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against any liability
asserted against the person and incurred by the person in any such capacity, or
arising out of the person's status as such, whether or not the Corporation would
have the power to indemnify the person against such liability under this Article
Eighth. Insurance may be purchased from or maintained with a person in which
the Corporation has a financial interest.

8.9 NO LIMITATION. The authority of the Corporation to indemnify
persons pursuant to Sections 8.2 and 8.3 does not limit the payment of expenses
as they are incurred, indemnification, insurance, or other protection that may
be provided pursuant to Sections 8.6, 8.7 and 8.8. Sections 8.2 and 8.3 do not
create any obligation to repay or return payments made by the Corporation
pursuant to Sections 8.6, 8.7 and 8.8.

NINTH: The provisions of Section 1701.831 of the Ohio Revised Code
shall not apply to control share acquisitions of shares of the Corporation.

TENTH: These Amended Articles of Incorporation supersede the existing
Amended Articles of Incorporation of the Corporation.

ELEVENTH: At the time these Amended Articles of Incorporation are
filed with the Secretary of State of Ohio (the "Effective Time"), the following
changes in the outstanding capital

-8-
<PAGE>
shares of the Corporation (the "Recapitalization") shall occur automatically in
the order set forth below and without further action by any holder of any such
capital shares:

(i) each Class B Common Share outstanding immediately prior to
the Effective Time shall be converted into and shall become one fully-
paid and non-assessable Class A Common Share;

(ii) each Class A Common Share outstanding immediately prior to
the Effective Time (including, without limitation, those issued upon
conversion of the Class B Common Shares into Class A Common Shares
pursuant to subparagraph (i) above) shall be converted into and shall
become 50 fully-paid and non-assessable Class A Common Shares with the
express terms set forth in these Amended Articles of Incorporation;

(iii) each Class A Common Share outstanding immediately prior to
the Effective Time and held by Ripplewood Holdings L.L.C. (consisting
of those issued upon conversion of each Class A Common Share into 50
Class A Common Shares pursuant to subparagraph (ii) above) shall be
converted into and shall become one fully-paid and non-assessable Class
B Common Share with the express terms set forth in these Amended
Articles of Incorporation;

(iv) all of the Class B Common Shares outstanding immediately
prior to the Effective Time which are converted into Class A Common
Shares at the Effective Time pursuant to the foregoing provisions
shall, upon such conversion, be retired and restored to the status of
authorized and unissued Class A Common Shares, and all outstanding
Class A Common Shares outstanding immediately prior to the Effective
Time which are converted into Class B Common Shares at the Effective
Time pursuant to the foregoing provisions shall, upon such conversion,
be retired and shall become authorized and unissued Class A Common
Shares; and

(v) the stated capital, if any, of the Class A Common Shares and
the Class B Common Shares shall be eliminated.

Promptly after the Effective Time, each record holder of a certificate that,
immediately prior to the Effective Time, represented Class A Common Shares or
Class B Common Shares shall be entitled to receive in exchange for such
certificate, upon surrender of such certificate to the Corporation at its
principal office, a certificate for the number of Class A Common Shares or Class
B Common Shares to which such holder is entitled as a result of the
Recapitalization. Until surrendered and exchanged in accordance herewith, each
certificate that, immediately prior to the Effective Time, represented Common
Shares shall represent the number and class of Common Shares to which the holder
is entitled as a result of the Recapitalization.

-9-

<PAGE>

EXHIBIT 4.1

TEMPORARY CERTIFICATE: EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE
WHEN READY FOR DELIVERY
- --------------------------------------------------------------------------------

DAYTON SUPERIOR

CLASS A CLASS A
COMMON SHARES COMMON SHARES

DAYTON SUPERIOR CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO

WITHOUT CUSIP 240028 10 0
PAR VALUE
SEE REVERSE FOR
CERTAIN DEFINITIONS

This certifies that

is the owner of

FULLY PAID AND NON-ASSESSABLE CLASS A COMMON SHARES OF
DAYTON SUPERIOR CORPORATION
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
is not valid unless countersigned and registered by the Transfer Agent and
Registrar.
Witness the facsimile seal of the corporation and the facsimile signatures
of its duly authorized officers.

Dated:

/s/Douglas L. Good [SEAL] /s/John S. Smith
SECRETARY PRESIDENT & CHIEF
EXECUTIVE OFFICER

Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY

By: Transfer Agent
and Registrar,

Authorized Officer

- --------------------------------------------------------------------------------

<PAGE>

DAYTON SUPERIOR CORPORATION

TERMS OF SHARES

Dayton Superior Corporation will mail to the holder of the Class A Common Shares
represented by this Certificate, without charge, within five days after receipt
of a written request therefor, a copy of the express terms of the Class A Common
Shares and of the other classes and series of shares which the Corporation is
authorized to issue.

- --------------------------------------------------------------------------------

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common UNIF TRAN MIN ACT - ........Custodian........
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Transfers to Minors

JT TEN - as joint tenants with right Act .....................
of survivorship and not as (State)
tenants in common

Additional abbreviations may also be used though not in the above list.
- --------------------------------------------------------------------------------

FOR VALUE RECEIVED, _______ HEREBY SELL, ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------

--------------------------------------

- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE,
OF ASSIGNEE

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
SHARES
- --------------------------------------------------------------------------
OF THE CAPITAL SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT

ATTORNEY
- ------------------------------------------------------------------------
TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED ________________________________________

________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.

<PAGE>

EXHIBIT 10.8

DAYTON SUPERIOR CORPORATION

AMENDED AND RESTATED
SHAREHOLDER AGREEMENT

Dated as of [ (1) ], 1996

_________________
(1) Agreement to be dated as of the closing date of the Company's initial
public offering.

<PAGE>
ARTICLE I

DEFINITIONS
Page
----
SECTION 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II

CERTAIN TRANSACTIONS

SECTION 2.1 Amendment of Prior Agreement. . . . . . . . . . . . . . . . . . 4
SECTION 2.2 1994 Stock Option Plan. . . . . . . . . . . . . . . . . . . . . 4

ARTICLE III

BOARD OF DIRECTORS; VOTING AGREEMENTS

SECTION 3.1 Board of Directors. . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 3.2 Voting Agreements . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 3.3 Termination of Voting Agreements
and Proxies . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE IV

TRANSFER OF COMMON SHARES

SECTION 4.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 4.2 Restrictions on Transfer; Legend on
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 4.3 Sales to Competitors. . . . . . . . . . . . . . . . . . . . . . 7
SECTION 4.4 Tag-Along Rights. . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 4.5 Drag-Along Rights . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE V

REGISTRATION RIGHTS

SECTION 5.1 Registration on Request . . . . . . . . . . . . . . . . . . . . 9
SECTION 5.2 Incidental Registration . . . . . . . . . . . . . . . . . . . .10
SECTION 5.3 Registration Procedures . . . . . . . . . . . . . . . . . . . .11
SECTION 5.4 Underwritten Offerings. . . . . . . . . . . . . . . . . . . . .15
SECTION 5.5 Preparation; Reasonable Investigation . . . . . . . . . . . . .16

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<PAGE>

SECTION 5.6 Indemnification . . . . . . . . . . . . . . . . . . . . . . . .16
SECTION 5.7 Rule 144. . . . . . . . . . . . . . . . . . . . . . . . . . . .20

ARTICLE VI

SALE OF THE COMPANY

SECTION 6.1 Representations and Warranties
Upon Sale of the Company . . . . . . . . . . . . . . . . . . .20

ARTICLE VII

CERTAIN COVENANTS

SECTION 7.1 Action by Shareholders. . . . . . . . . . . . . . . . . . . . .21
SECTION 7.2 Further Actions . . . . . . . . . . . . . . . . . . . . . . . .21

ARTICLE VIII

MISCELLANEOUS

SECTION 8.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
SECTION 8.2 Binding Nature of Agreement . . . . . . . . . . . . . . . . . .21
SECTION 8.3 Descriptive Headings. . . . . . . . . . . . . . . . . . . . . .21
SECTION 8.4 Specific Performance. . . . . . . . . . . . . . . . . . . . . .21
SECTION 8.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .22
SECTION 8.6 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . .22
SECTION 8.7 Severability. . . . . . . . . . . . . . . . . . . . . . . . . .22
SECTION 8.8 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . .22
SECTION 8.9 Amendment and Waiver. . . . . . . . . . . . . . . . . . . . . .22
SECTION 8.10 Additional Parties. . . . . . . . . . . . . . . . . . . . . . .22
SECTION 8.11 No Third Party Beneficiaries. . . . . . . . . . . . . . . . . .23
SECTION 8.12 Agent for Management Investors. . . . . . . . . . . . . . . . .23

EXHIBIT A -- Certificate to Accompany Certain Transfers

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<PAGE>
DAYTON SUPERIOR CORPORATION

AMENDED AND RESTATED
SHAREHOLDER AGREEMENT

THIS AMENDED AND RESTATED SHAREHOLDER AGREEMENT (this
"Agreement") is made as of [ (1)], 1996 by and among DAYTON SUPERIOR
CORPORATION, an Ohio corporation (the "Company"), each of the holders of Common
Shares (as such term is defined herein) or options or warrants to acquire Common
Shares indicated at the end of this Agreement, and such other holders of Common
Shares or options or warrants to acquire Common Shares as, from time to time,
may become parties to this Agreement in accordance with the provisions hereof
(individually, a "Shareholder" and, collectively, the "Shareholders"), under the
following circumstances:

A. The Company and each of the holders of its capital shares
entered into an Amended and Restated Shareholder Agreement dated as of
October 13, 1995 (the "Prior Agreement") in order to make certain
provisions with respect to their ownership of capital shares of the
Company; and

B. Certain of the parties to the Prior Agreement (the "Selling
Shareholders") have sold their Common Shares in the Company's initial
public offering (the "Offering"); and

C. The Company and the Shareholders now desire to amend and
restate the Prior Agreement in certain respects to reflect the
completion of the Offering and the sale by the Selling Shareholders of
their Common Shares and to set forth certain other agreements.

NOW, THEREFORE, in consideration of the foregoing and of the
mutual agreements and covenants contained herein, the sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 DEFINITIONS. Unless otherwise defined herein, the
following terms used in this Agreement shall have the meanings specified below:

"AFFILIATE" shall mean, with respect to any Person, any of (a) a
director or executive officer of such Person, (b) a spouse, parent, sibling or
descendant of such Person (or a spouse, parent, sibling or descendant of any
director or executive officer of such Person), and (c) any other Person that,
directly or indirectly, controls, or is controlled by or is under common control
with

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<PAGE>
such Person. For the purpose of this definition, "control" (including the terms
"controlling", "controlled by" and "under common control with"), as used with
respect to any Person, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities or by contract or
agency or otherwise.

"CLASS A COMMON SHARES" shall mean Class A Common Shares, without
par value, of the Company.

"CLASS B COMMON SHARES" shall mean Class B Common Shares, without
par value, of the Company.

"COMMISSION" shall mean the Securities and Exchange Commission or
any other Federal agency at the time administering the Securities Act.

"COMMON SHARES" shall mean the Class A Common Shares and the
Class B Common Shares.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, or
any similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. Reference to a
particular section of the Securities Exchange Act of 1934 shall include a
reference to the comparable section, if any, of any such similar Federal
statute.

"MANAGEMENT INVESTORS" shall mean those members of the management
of the Company (other than Matthew O. Diggs, Jr.) who own Class A Common Shares
or options to acquire such shares granted under an employee stock option plan of
the Company.

"PERSON" shall mean an individual or a corporation, association,
partnership, limited liability company, organization, business or other entity,
including a government or a subdivision thereof or a governmental agency.

"PUBLIC SALE" shall mean any sale of Common Shares to the public
pursuant to an offering registered under the Securities Act or to the public
through a broker, dealer or market maker pursuant to the provisions of Rule 144
(or any similar provision then in force) adopted under the Securities Act.

"REGISTRABLE SECURITIES" shall mean, as to any Shareholder, (a)
any issued and outstanding Common Shares owned by such Shareholder and (b) any
securities issued or issuable with respect to any Common Shares referred to in
(a) above by way of shares dividend or shares split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise. As to any particular Registrable Securities, once
issued such securities shall cease to be Registrable Securities when (w) a
registration statement with respect to the sale of such Registrable Securities
shall have become effective under the Securities Act and such

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<PAGE>
Registrable Securities shall have been disposed of in accordance with such
registration statement, (x) such Registrable Securities shall have been
distributed to the public pursuant to Rule 144 (or any successor provision)
under the Securities Act, (y) such Registrable Securities shall have been
otherwise transferred, new certificates for such Registrable Securities not
bearing a legend restricting further transfer shall have been delivered by the
Company and a subsequent disposition of such Registrable Securities shall not
require registration or qualification under the Securities Act or any similar
state law then in force, or (z) such Registrable Securities shall have ceased to
be outstanding.

"REGISTRATION EXPENSES" shall mean all reasonable expenses
incident to the Company's performance of its obligations under Sections 5.1
through 5.6 hereof, including, without limitation (i) all registration, filing
and NASD fees, (ii) all fees and expenses of complying with securities or blue
sky laws, (iii) all word processing, duplicating and printing expenses, (iv) all
messenger and delivery expenses, (v) the fees and disbursements of counsel for
the Company and of its independent public accountants, including the expenses of
any special audits or "cold comfort" letters required by or incident to such
performance, (vi) the fees and disbursements of any one counsel retained by the
holder or holders of a majority of the Registrable Securities being registered
(or, if Ripplewood has requested the registration under Section 5.1, any one
counsel selected by Ripplewood to represent all holders of Registrable
Securities being registered) and (vii) any fees and disbursements of
underwriters customarily paid by issuers or sellers of securities, but excluding
underwriting discounts and commissions and transfer taxes.

"RESTRICTED SECURITIES" shall mean all Common Shares and any
securities obtained upon exchange for or upon conversion or transfer of or as a
distribution on such Common Shares or any such securities and except that any
particular Restricted Securities shall cease to be such when (w) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (x) they shall have been
distributed to the public pursuant to Rule 144 (or any successor provision)
under the Securities Act, (y) they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent disposition of them shall not
require registration or qualification of them under the Securities Act or any
similar state law then in force, or (z) they shall have ceased to be
outstanding. Whenever any particular securities cease to be Restricted
Securities, the holder thereof shall be entitled to receive from the issuer
thereof or its transfer agent, without expense (other than transfer taxes, if
any), new securities of like tenor not bearing a legend of the character set
forth in Section 4.2.

"RIPPLEWOOD GROUP" shall mean Ripplewood and its Affiliates and
all other Shareholders owning Common Shares as to which Ripplewood controls the
voting rights.

"SALE OF THE COMPANY" shall mean any transaction pursuant to
which a Person or Persons other than the Ripplewood Group acquire(s): (i) a
number of Common Shares which represents a majority of the outstanding Common
Shares (whether pursuant to the sale of Common

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<PAGE>
Shares or by merger, consolidation, recapitalization, reorganization or
otherwise) or (ii) all or substantially all of the assets of the Company.

"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

"SUBSIDIARIES" means, as to any Person, any corporation, limited
or general partnership, limited liability company, trust, association or other
business entity of which an aggregate of at least a majority of the outstanding
voting shares or other equivalent controlling interest is, at the time, directly
or indirectly, owned by such Person and/or one or more Subsidiaries of such
Person.

"VOTING SHARES" shall mean all of the Company's capital shares
entitled to vote generally in the election of directors of the Company.

ARTICLE II

CERTAIN TRANSACTIONS

SECTION 2.1. AMENDMENT OF PRIOR AGREEMENT. (a) The Prior
Agreement hereby is amended and restated in its entirety as set forth in this
Agreement.

(b) Each of the parties to the Prior Agreement who is a party
hereto hereby releases and discharges all other parties to the Prior Agreement
and their respective present or former officers, directors, employees,
affiliates, representative, shareholders, successors and assigns (collectively,
the "Releasee") from all claims, rights, causes of actions, suits or recoveries,
known or unknown, whether absolute or contingent or due or to become due, that
might be brought against the Releasee under the Prior Agreement.

SECTION 2.2. 1994 STOCK OPTION PLAN. Each Management Investor
who holds an option granted under the 1994 Stock Option Plan hereby acknowledges
and agrees that all references in such plan and options to the Prior Agreement
hereafter shall refer to this Agreement, as it may be amended from time to time.

ARTICLE III

BOARD OF DIRECTORS; VOTING AGREEMENTS

SECTION 3.1. BOARD OF DIRECTORS. From and after the date
hereof, each of the Shareholders shall vote all Voting Shares held by such
Shareholder, and shall take all other necessary or desirable actions within the
control of such Shareholder:

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<PAGE>
(i) to cause the number of directors of the Company (the
"Board") to be fixed at such number as Ripplewood may specify;

(ii) to cause the election to the Board (whether at a
meeting of the shareholders or pursuant to an action by written
consent of the shareholders in lieu of a meeting) of the Persons
designated by Ripplewood ("Ripplewood Designees");

(iii) at the written request of Ripplewood given at any
time, to cause the immediate removal from the Board (with or
without cause) of any Ripplewood Designee(s) specified by
Ripplewood (and if any such request is given during any meeting,
at the option of Ripplewood, to cause such meeting to be
adjourned pending filling the vacancy caused by such removal in
accordance with clause (iv) below); and

(iv) in the event that any Ripplewood Designee for any
reason ceases to serve as a director during such person's term of
office, to cause the resulting vacancy on the Board to be filled
with a Ripplewood Designee immediately upon the written request
of Ripplewood, whether at a meeting of the shareholders or
pursuant to an action by written consent of the shareholders in
lieu of a meeting.

SECTION 3.2. VOTING AGREEMENTS. From and after the date hereof
and until the provisions of this Section 3.2 shall terminate as provided in
Section 3.3 hereof, each of the Management Investors: (a) shall vote all of the
Voting Shares held by such Person (including shares acquired after the date
hereof) in the same manner as the Voting Shares held by Ripplewood are voted on
all matters acted upon at any annual or special meeting of shareholders or by
written consent in lieu of a meeting, and (b) irrevocably constitutes and
appoints the Person who is at the time the Senior Managing Director and Chief
Executive Officer of Ripplewood its proxy to vote all of the Voting Shares held
by such Person in the same manner as the Voting Shares held by Ripplewood are
voted on all matters acted upon at any annual or special meeting of shareholders
or by written consent in lieu of a meeting; PROVIDED, that this Section 3.2
shall be inapplicable with respect to any matters which would both adversely
affect the rights of Voting Shares held by any such Person and treat such Person
differently from other holders of Voting Shares. The voting agreements and
proxies granted pursuant to this Section 3.2 are coupled with an interest. Each
Person subject to a voting agreement and proxy pursuant to this Section 3.2
represents that he or it has not granted and is not a party to any proxy, voting
trust or other agreement which in each case is inconsistent with or conflicts
with the provisions of this Agreement, and no such Person shall grant any proxy
or become a party to any voting trust or other agreement which in each case is
inconsistent with or conflicts with the provisions of this Agreement. The
Company shall cause any Person who hereafter becomes a Management Investor to
become a party to this Agreement and to become subject to all of the provisions
of this Agreement, including, without limitation, the provisions of this Section
3.2.

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<PAGE>
SECTION 3.3. TERMINATION OF VOTING AGREEMENTS AND PROXIES. With
respect to Voting Shares subject to a voting agreement and proxy pursuant to
Sections 3.1 and 3.2, such voting agreement and proxy shall terminate
automatically (without any action on behalf of the holder of such shares or any
other party) and be of no further force and effect at such time as all of the
Class B Common Shares are converted into Class A Common Shares in accordance
with their terms.

ARTICLE IV

TRANSFER OF COMMON SHARES

SECTION 4.1. GENERAL. Except as otherwise provided in the
Amended Articles of Incorporation, this Agreement or by law, each Shareholder
may transfer its Common Shares at any time to any Person.

SECTION 4.2. RESTRICTIONS ON TRANSFER; LEGEND ON CERTIFICATES.
(a) Except as otherwise provided in this Agreement, Restricted Securities shall
not be transferable except: (i) pursuant to an effective registration statement
under the Securities Act, (ii) pursuant to Rule 144 (or any successor
provisions) under the Securities Act, or (iii) upon receipt by the Company of an
opinion of counsel (which may be an in-house counsel) reasonably satisfactory to
the Company to the effect that such transfer is exempt from the registration
requirements of the Securities Act.

(b) Unless otherwise expressly provided herein, each certificate
for Restricted Securities and each certificate issued in exchange for or upon
transfer of any thereof shall be stamped or otherwise imprinted with a legend in
substantially the following form:

"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and the
transfer of such securities is subject to the conditions specified in
that certain Amended and Restated Shareholder Agreement among Dayton
Superior Corporation and the shareholders listed therein, as the same
may be amended from time to time, a counterpart of which has been
placed on file by the issuer at its principal place of business and
its registered office. The issuer reserves the right to refuse the
transfer of such securities until such conditions have been fulfilled
with respect to such transfer."

(c) Any other provision of this Agreement to the contrary
notwithstanding, no transfer of any Common Shares other than a Public Sale may
be made to any Person unless such Person shall have agreed in writing that such
Person, as a Shareholder, and the Common Shares it acquires shall be bound by
and be entitled to the benefits of all the provisions of this Agreement
applicable to shares of the type acquired by such Person. Any purported
transfer of Common Shares without compliance with the applicable provisions of
this Agreement shall be void and of no effect, and the purported transferee
shall have no rights hereunder. In the event of such non-complying transfer,
the Company shall not transfer any such Common Shares on its books or

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<PAGE>
recognize the purported transferee as a shareholder or partner, for any purpose,
until all applicable provisions of this Agreement have been complied with.

SECTION 4.3. SALES TO COMPETITORS. Notwithstanding anything to
the contrary in this Agreement, no Shareholder shall, without the prior written
consent of Ripplewood and the Company, transfer any Common Shares (other than in
a Public Sale) to any Person which is substantially engaged in the business of
manufacturing or selling: (i) concrete accessories consisting of wire and
chemical products used in various methods of concrete construction in North
America or (ii) masonry reinforcement products used in North America, or which
owns directly or indirectly 50% or more of a Person which is substantially
engaged in the business of manufacturing or selling concrete accessories
consisting of wire and chemical products used in various methods of concrete
construction in North America or masonry reinforcement products used in North
America (any such Person being referred to herein as a "Competitor"); PROVIDED,
that any Shareholder which obtains (i) an executed certificate from the
transferee in the form of EXHIBIT A hereto and (ii) an executed confidentiality
agreement from the transferee with respect to the information provided to such
Person by the Shareholder containing an agreement on behalf of such Person not
to use the information provided to such Person to the detriment of the Company,
and delivers such executed documents to the Company with a copy to Ripplewood
simultaneously with such transfer shall be entitled to conclusively rely on such
certificate as fulfilling its obligations under this Section 4.3 with respect to
such transfer.

SECTION 4.4. TAG-ALONG RIGHTS. If Ripplewood proposes to
transfer to any Person (the "Transferee"), in one or a series of related
transactions other than in a Public Sale, Common Shares representing 40% or more
of the Common Shares then owned by Ripplewood, Ripplewood shall first give to
each Shareholder a written notice (a "Transfer Notice"), setting forth: (a) the
number of Common Shares that the Transferee proposes to acquire from Ripplewood,
(b) the name and address of the Transferee, (c) the proposed purchase price,
terms of payment and other material terms and conditions of the Transferee's
offer (including representations, warranties and indemnities) and (d) a
representation from Ripplewood to the effect that Ripplewood will not transfer
its shares to the Transferee unless the Transferee agrees to purchase, upon the
purchase by the Transferee of any Common Shares owned by Ripplewood and for the
same per share consideration, that number of Common Shares (or if such number is
not an integral number, the next integral number which is greater than such
number) which shall be the product of (i) the total number of Common Shares then
owned by such Shareholder and (ii) a fraction, the denominator of which shall be
the total number of Common Shares then held by Ripplewood and the numerator of
which shall be the number of Common Shares held by Ripplewood indicated in the
Transfer Notice as subject to purchase by the Transferee. Such Shareholder
shall have the right, for a period of 15 days after the Transfer Notice is
given, to accept such offer in whole or in part, exercisable by delivering a
written notice to Ripplewood and the Company within such 15-day period, setting
forth therein the number and class of Common Shares (which may be the number of
shares set forth in the offer by the Transferee or a portion thereof) to be sold
by such Shareholder. Prior to the earlier of (x) the end of such 15-day period,
(y) the acceptance of the Transferee's offer (whether based directly on the
offer pursuant to the Transfer Notice or on an agreement reached between the

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<PAGE>
Shareholder and the Transferee) or (z) the rejection of the offer, Ripplewood
shall not complete any sale of Common Shares to the Transferee. Thereafter, for
a period of 120 days after the prohibition under the preceding sentence
terminates, Ripplewood may sell to the Transferee, for the consideration and on
the terms set forth in the Transfer Notice, the Common Shares stated in the
Transfer Notice as subject to purchase by the Transferee; PROVIDED, that the
Transferee shall simultaneously purchase all such Common Shares from those who
have accepted the Transferee's offer.

SECTION 4.5. DRAG-ALONG RIGHTS. If Ripplewood proposes to
transfer to any Person (the "Proposed Transferee") Common Shares representing
40% or more of the Common Shares then owned by Ripplewood other than in a Public
Sale, Ripplewood shall have the right (the "Drag-Along Right") to require each
other Shareholder to sell to the Proposed Transferee for the same per share
consideration received by Ripplewood that number of Common Shares (or if such
number is not an integral number, the next integral number which is greater than
such number) which is the product of (i) the total number of Common Shares then
owned by such Shareholder, and (ii) a fraction, the denominator of which is the
total number of Common Shares then owned by Ripplewood, and the numerator of
which is the number of such shares indicated in the Drag-Along Notice (as
hereinafter defined) as subject to purchase by the Proposed Transferee. To
exercise the Drag-Along Right, Ripplewood shall first give to the Company and
each other Shareholder (pursuant to a list provided by the Company) a written
notice (a "Drag-Along Notice") setting forth: (a) the number of Common Shares
that the Proposed Transferee proposes to acquire from Ripplewood, (b) the name
and address of the Proposed Transferee, (c) the proposed purchase price, terms
of payment and other material terms and conditions of the Proposed Transferee's
offer and (d) the aggregate number of Common Shares owned by each such
Shareholder as to which Ripplewood desires to exercise its Drag-Along Right
pursuant to this Section 4.5 (which may be the number of shares determined
pursuant to the previous sentence or a portion thereof, provided that the
proportion of shares as to which Ripplewood desires to exercise its Drag-Along
Right is the same for all Shareholders). Each Shareholder thereafter shall be
obligated to sell the Common Shares subject to such Drag-Along Notice and to
make his proportionate share of the representations, warranties and indemnities
contained in the transfer agreement; PROVIDED, that the sale to the Proposed
Transferee is consummated within 120 days of delivery of the Drag-Along Notice.
If the sale is not consummated within such 120-day period, then each Shareholder
no longer shall be obligated to sell such Shareholder's shares pursuant to that
specific Drag-Along Right but shall remain subject to the provisions of this
Section 4.5. The provisions of this Section 4.5 shall not apply to transfers by
Ripplewood to any Affiliate of Ripplewood, transfers by any Affiliate of
Ripplewood to Ripplewood or transfers by any Affiliate of Ripplewood to any
other Affiliate of Ripplewood but shall apply to transfers by any Affiliate of
Ripplewood to any Person other than Ripplewood or any Affiliate of Ripplewood.

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<PAGE>

ARTICLE V

REGISTRATION RIGHTS

SECTION 5.1. REGISTRATION ON REQUEST. (a) Upon the written
request of Ripplewood requesting that the Company effect the registration under
the Securities Act of all or a portion of Ripplewood's Registrable Securities
and specifying the intended method of disposition thereof, the Company will
promptly give written notice of such requested registration to all holders of
Registrable Securities, and thereupon the Company will use its best efforts to
effect the registration under the Securities Act of:

(i) the Registrable Securities which the Company has been
so requested to register by Ripplewood for disposition in
accordance with the intended method of disposition stated in such
request;

(ii) all other Registrable Securities the holders of which
shall have made a written request to the Company for registration
thereof within 20 days after the giving of such written notice by
the Company (which request shall specify the intended method of
disposition of such Registrable Securities if the method of
disposition stated in Ripplewood's request is other than an
underwritten offering); and

(iii) all Common Shares which the Company may elect to
register in connection with the offering of Registrable
Securities pursuant to this Section 5.1,

all to the extent requisite to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities and the
additional shares of Common Shares, if any, so to be registered: PROVIDED, that
Ripplewood shall be entitled to not more than two registrations upon request;
and PROVIDED, FURTHER, that no registration shall be counted as a registration
requested by Ripplewood for purposes of this Section 5.1 unless at least 75% of
the Registrable Securities requested to be registered by Ripplewood are
registered and the registration statement with respect thereto has become
effective.

(b) Registrations under this Section 5.1 shall be on such
appropriate registration form of the Commission (i) as shall be selected by the
Company and (ii) as shall permit the disposition of such Registrable Securities
in accordance with the intended method or methods of disposition specified in
their request for such registration.

(c) The Company will pay all Registration Expenses in connection
with the registration requested pursuant to this Section 5.1.

(d) If a requested registration pursuant to this Section 5.1
involves an underwritten offering, the underwriter or underwriters thereof shall
be selected by the Company and shall be reasonably acceptable to Ripplewood.

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(e) If a requested registration pursuant to this Section 5.1
involves an underwritten offering, and the managing underwriter shall advise the
Company in writing (with a copy to each holder of Registrable Securities
requesting registration) that, in its opinion, the number of securities
requested to be included in such registration (including securities of the
Company which are not Registrable Securities) exceeds the number which can be
sold in such offering within a price range acceptable to the holders of a
majority of the Registrable Securities so requested to be included, the Company
will include in such registration, to the extent of the number which the Company
is so advised can be sold in such offering, (i) first, Registrable Securities
requested to be included in such registration by the holder or holders of
Registrable Securities, PRO RATA among such holders on the basis of the number
of such securities requested to be included by such holders, and (ii) second,
securities the Company proposes to sell and other securities of the Company
included in such registration by the holders thereof.

SECTION 5.2. INCIDENTAL REGISTRATION. (a) If the Company at any
time proposes to register any of its securities under the Securities Act (other
than by a registration on Form S-4, S-8, S-14 or S-15 or any successor or
similar forms), whether or not for sale for its own account, it will each such
time give prompt written notice to all holders of Registrable Securities of its
intention to do so and of such holders' rights under this Section 5.2. Upon the
written request of any such holder made within 20 days after the receipt of any
such notice (which request shall specify the Registrable Securities intended to
be disposed of by such holder and the intended method of disposition thereof),
the Company will use its best efforts to effect the registration under the
Securities Act of all Registrable Securities which the Company has been so
requested to register by the holders thereof, to the extent requisite to permit
the disposition (in accordance with the intended methods thereof as aforesaid)
of the Registrable Securities so to be registered, by inclusion of such
Registrable Securities in the registration statement which covers the securities
which the Company proposes to register, PROVIDED that if, at any time after
giving written notice of its intention to register any securities and prior to
the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason either not to register
or to delay registration of such securities, the Company may, at its election,
give written notice of such determination to each holder of Registrable
Securities and, thereupon, (i) in the case of a determination not to register,
shall be relieved of its obligation to register any Registrable Securities in
connection with such registration (but not from its obligation to pay the
Registration Expenses in connection therewith) and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities, for the same period as the delay in registering such
other securities. The Company will pay all Registration Expenses in connection
with each registration of Registrable Securities pursuant to this Section 5.2.

(b) If (i) a registration pursuant to this Section 5.2 involves
an underwritten offering of the securities so being registered, whether or not
for sale for the account of the Company, to be distributed (on a firm commitment
basis) by or through one or more underwriters of recognized standing under
underwriting terms appropriate for such a transaction, and (ii) the managing
underwriter of such underwritten offering shall inform the Company and holders
of the Registrable

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Securities requesting such registration by letter of its belief that the
distribution of all or a specified number of such Registrable Securities
concurrently with the securities being distributed by such underwriters would
interfere with the successful marketing of the securities being distributed by
such underwriters (such writing to state the basis of such belief and the
approximate number of such Registrable Securities which may be distributed
without such effect), then the Company may, upon written notice to all holders
of such Registrable Securities, reduce PRO RATA (if and to the extent stated by
such managing underwriter to be necessary to eliminate such effect) the number
of such Registrable Securities the registration of which shall have been
requested by each holder of Registrable Securities so that the resultant
aggregate number of such Registrable Securities so included in such registration
shall be equal to the number of shares stated in such managing underwriter's
letter.

SECTION 5.3. REGISTRATION PROCEDURES. If and whenever the
Company is required to use its best efforts to effect the registration of any
Registrable Securities under the Securities Act as provided in Section 5.1 or
5.2, the Company shall, as expeditiously as possible:

(i) prepare and (within 60 days after the end of the period
within which requests for registration may be given to the
Company or in any event as soon thereafter as possible) file with
the Commission the requisite registration statement to effect
such registration (including such audited financial statements as
may be required by the Securities Act or the rules and
regulations promulgated thereunder) and thereafter use its best
efforts to cause such registration statement to become and remain
effective; PROVIDED, HOWEVER, that the Company may discontinue
any registration of its securities which are not Registrable
Securities (and, under the circumstances specified in Section
5.2(a), its securities which are Registrable Securities) at any
time prior to the effective date of the registration statement
relating thereto; PROVIDED, further, that before filing such
registration statement or any amendments thereto, the Company
will furnish to the counsel selected by the holders of
Registrable Securities which are to be included in such
registration copies of all such documents proposed to be filed,
which documents will be subject to the review of such counsel;

(ii) prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such
registration statement effective and to comply with the
provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement until 90
days after such registration statement becomes effective;

(iii) furnish to each seller of Registrable Securities
covered by such registration statement and each underwriter, if
any, of the securities being sold by such seller such number of
conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all
exhibits),

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<PAGE>

such number of copies of the prospectus contained in such
registration statement (including each preliminary prospectus and
any summary prospectus) and any other prospectus filed under Rule
424 under the Securities Act, in conformity with the requirements
of the Securities Act, and such other documents, as such seller
and underwriter, if any, may reasonably request in order to
facilitate the public sale or other disposition of the
Registrable Securities owned by such seller;

(iv) use its best efforts to register or qualify all
Registrable Securities and other securities covered by such
registration statement under such other securities laws or blue
sky laws of such jurisdictions as any seller thereof and any
underwriter of the securities being sold by such seller shall
reasonably request, to keep such registrations or qualifications
in effect for so long as such registration statement remains in
effect, and take any other action which may be reasonably
necessary or advisable to enable such seller and underwriter to
consummate the disposition in such jurisdictions of the
securities owned by such seller, except that the Company shall
not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein it
would not but for the requirements of this subdivision (iv) be
obligated to be so qualified, to subject itself to taxation in
any such jurisdiction or to consent to general service of process
in any such jurisdiction;

(v) use its best efforts to cause all Registrable
Securities covered by such registration statement to be
registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the seller or
sellers thereof to consummate the disposition of such Registrable
Securities;

(vi) furnish to each seller of Registrable Securities a
copy of (x) any opinion of counsel received by the Company, and
(y) any "comfort" letter received by the Company;

(vii) notify the holders of Registrable Securities and the
managing underwriter or underwriters, if any, promptly and
confirm such advice in writing promptly thereafter:

(A) when the registration statement, the prospectus or any
prospectus supplement related thereto or post-effective amendment
to the registration statement has been filed, and, with respect
to the registration statement or any post-effective amendment
thereto, when the same has become effective;

(B) of any request by the Commission for amendments or
supplements to the registration statement or the prospectus or
for additional information;

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<PAGE>
(C) of the issuance by the Commission of any stop order
suspending the effectiveness of the registration or the
initiation of any proceedings by any Person for that purpose;

(D) if at any time the representations and warranties of
the Company made as contemplated by Section 5.4 below cease to be
true and correct; or

(E) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any Registrable
Securities for sale under the securities or blue sky laws of any
jurisdiction or the initiation or threat of any proceeding for
such purpose; and

(viii) notify each seller of Registrable Securities covered
by such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities
Act, upon the Company's discovery that, or upon the happening of
any event as a result of which, the prospectus included in such
registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing, and at the request of any such seller promptly prepare
and furnish to such seller and each underwriter, if any, a
reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus
shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the
light of the circumstances then existing;

(ix) make every reasonable effort to obtain the withdrawal
of any order suspending the effectiveness of the registration
statement at the earliest possible moment;

(x) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at
least twelve months, but not more than eighteen months, beginning
with the first full calendar quarter after the effective date of
such registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act,
and will furnish to each such seller at least five business days
prior to the filing thereof a copy of any amendment or supplement
to such registration statement or prospectus and shall not file
any thereof to which any such seller shall have reasonably
objected on the grounds that such amendment or supplement does
not comply in all material respects with the requirements of the
Securities Act or of the rules or regulations thereunder;

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<PAGE>
(xi) make available for inspection by a representative of
the holders of Registrable Securities, any underwriter
participating in any disposition pursuant to the registration and
any attorney or accountant retained by such selling holders or
underwriter (each, an "Inspector"), all financial and other
records, pertinent corporate documents and properties of the
Company (the "Records"), and cause the Company's officers,
directors and employees to supply all information reasonably
requested by any such Inspector in connection with such
registration; PROVIDED, that the Company shall not be required to
comply with this subdivision (xi) if there is a reasonable
likelihood, in the judgment of the Company, that such delivery
could result in the loss of any attorney-client privilege related
thereto; and PROVIDED, FURTHER, that Records which the Company
determines, in good faith, to be confidential and which it
notifies the Inspectors are confidential shall not be disclosed
by the Inspectors (other than to any holder of Registrable
Securities) unless (x) such Records have become generally
available to the public or (y) the disclosure of such Records may
be necessary or appropriate (A) in compliance with any law, rule,
regulation or order applicable to any such Inspectors or holder
of Registrable Securities, (B) in response to any subpoena or
other legal process, (C) in connection with any litigation to
which such Inspectors or any holder of Registrable Securities is
a party or (D) to avoid or correct material misstatements or
omissions in the prospectus;

(xii) provide and cause to be maintained a transfer agent
and registrar for all Registrable Securities covered by such
registration statement from and after a date not later than the
effective date of such registration statement;

(xiii) use its best efforts to list all Registrable
Securities covered by such registration statement on any
securities exchange on which any of the Registrable Securities
are then listed; and

(xiv) use its best efforts to provide a CUSIP number for
the Registrable Securities, not later than the effective date of
the registration.

The Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish the Company such information regarding
such seller and the distribution of such securities as the Company may from time
to time reasonably request in writing.

The Company will not file any registration statement or amendment
thereto or any prospectus or any supplement thereto (including such documents
incorporated by reference and proposed to be filed after the initial filing of
the registration) to which the holders of at least a majority of the Registrable
Securities covered by such registration statement or the underwriter or
underwriters, if any, shall reasonably object; PROVIDED, that the Company may
file such document in a form required by law or upon the advice of its counsel.

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<PAGE>
Upon receipt of any notice from the Company of the occurrence of
any event of the kind described in subdivision (viii) of this Section 5.3, each
holder of Registerable Securities shall forthwith discontinue such holder's
disposition of Registrable Securities pursuant to the registration statement
relating to such Registrable Securities until such holder's receipt of the
copies of the supplemented or amended prospectus contemplated by subdivision
(viii) of this Section 5.3 and, if so directed by the Company, will deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies, then in such holder's possession of the prospectus relating to such
Registrable Securities current at the time of receipt of such notice. In the
event the Company shall give any such notice, the period mentioned in
subdivision (ii) of this Section 5.3 shall be extended by the length of the
period from and including the date when each seller of any Registrable
Securities covered by such registration statement shall have received such
notice to the date on which each such seller has received the copies of the
supplemented or amended prospectus contemplated by subdivision (viii) of this
Section 5.3.

If any such registration or comparable statement refers to any
holder of Registrable Securities by name or otherwise as the holder of any
securities of the Company, then such holder shall have the right to require (i)
the insertion therein of language, in form and substance satisfactory to such
holder, to the effect that the holding by such holder of such securities is not
to be construed as a recommendation by such holder of the investment quality of
the Company's securities covered thereby and that such holding does not imply
that such holder will assist in meeting any future financial requirements of the
Company, or (ii) in the event that such reference to such holder by name or
otherwise is not required by the Securities Act or any other applicable statute
then in force, the deletion of the reference to such holder.

SECTION 5.4. UNDERWRITTEN OFFERINGS. (a) The holders of
Registrable Securities to be distributed in any underwritten offering shall be
parties to the underwriting agreement between the Company and such underwriters.

(b) (i) Each holder of Registrable Securities agrees by
acquisition.of such Registrable Securities, if so required by the
managing underwriter, not to sell, make any short sale of, loan, grant
any option for the purchase of, effect any public sale or distribution
of or otherwise dispose of any equity securities of the Company,
during the seven days prior to and the 90 days after any underwritten
registration pursuant to Section 5.1 or 5.2 has become effective,
except as part of such underwritten registration, whether or not such
holder participates in such registration. Each holder of Registrable
Securities agrees that the Company may instruct its transfer agent to
place stop transfer notations in its records to enforce this Section
5.4.

(ii) The Company shall (x) if so required by the managing
underwriter, not sell, make any short sale of, loan, grant any option
for the purchase of, effect any public sale or distribution of or
otherwise dispose of its equity securities or securities convertible
into or exchangeable or exercisable for any of such securities during
the seven days prior to and the 90 days after any underwritten
registration pursuant to Section 5.1 or 5.2 has become

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<PAGE>
effective, except as part of such underwritten registration and except
pursuant to registrations on Form S-4, S-8, S-14 or S-15 or any
successor or similar forms thereto, and (y) cause each holder of its
equity securities or any securities convertible into or exchangeable
or exercisable for any of such securities, in each case purchased from
the Company at any time after the date of this Agreement (other than
in a Public Sale) to agree not to sell, make any short sale of, loan,
grant any option for the purchase of, effect any public sale or
distribution of or otherwise dispose of such securities during such
period except as part of such underwritten registration.

(c) No Person may participate in any underwritten offering
hereunder unless such Person (i) agrees to sell such Person's securities on the
basis provided in any underwriting arrangements approved, subject to the terms
and conditions hereof, by the Company and the holders of a majority of
Registrable Securities to be included in such underwritten offering, (ii)
completes and executes all questionnaires providing information about such
person and other documents (other than powers of attorney) required under the
terms of such underwriting arrangements and (iii) makes representations and
warranties with respect to information provided by such Person as may be
reasonably requested.

SECTION 5.5. PREPARATION; REASONABLE INVESTIGATION. In
connection with the preparation and filing of each registration statement under
the Securities Act pursuant to this Agreement, the Company will give the holders
of Registrable Securities registered under such registration statement, their
underwriters, if any, and their respective counsel and accountants, the
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the Commission, and each
amendment thereof or supplement thereto, and will give each of them such access
to its books and records and such opportunities to discuss the business of the
Company with its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of such
holders' and such underwriters' respective counsel, to conduct a reasonable
investigation within the meaning of the Securities Act.

SECTION 5.6. INDEMNIFICATION. (a) In the event any registration
statement is filed under the Securities Act pursuant to Section 5.1 or 5.2, the
Company shall agree at such time to indemnify and hold harmless the holder of
any Registrable Securities covered by such registration statement, its directors
and officers, each other Person who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who controls
such holder or any such underwriter within the meaning of the Securities Act,
against any losses, claims, damages or liabilities, joint or several, to which
such holder or any such director or officer or underwriter or controlling person
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which such securities were registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to

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<PAGE>
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and the Company will reimburse such
holder and each such director, officer, underwriter and controlling person for
any legal or any other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding; PROVIDED, that the Company shall not be liable in any such case (i)
to any such holder, any such officer or director of any such holder or any
Person who controls any such holder to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company through an instrument duly executed by such holder specifically
stating that it is for use in the preparation thereof, (ii) to any such
underwriter or any such Person who controls any such underwriter to the extent
that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company through an instrument duly
executed by such underwriter specifically stating that it is for use in the
preparation thereof; and PROVIDED, further that the Company shall not be liable
to any Person who participates as an underwriter in the offering or sale of
Registrable Securities or to any other Person, if any, who controls such
underwriter within the meaning of the Securities Act, in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of such Person's failure to send or give
a copy of the final prospectus, as the same may be then supplemented or amended,
within the time required by the Securities Act to the Person asserting the
existence of an untrue statement or alleged untrue statement or omission or
alleged omission at or prior to the written confirmation of the sale of
Registrable Securities to such Person if such statement or omission was
corrected in such final prospectus. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such holder
or any such director, officer, underwriter or controlling person and shall
survive the transfer of such securities by such holder.

(b) The Company may require, as a condition to including any
Registrable Securities in any registration statement filed pursuant to Section
5.1 or 5.2, that the Company shall have received an undertaking satisfactory to
it from the prospective seller of such Registrable Securities, to indemnify and
hold harmless (in the same manner and to the same extent as set forth in
subdivision (a) of this Section 5.6) the Company, each director of the Company,
each officer of the Company and each other person, if any, who controls the
Company within the meaning of the Securities Act, with respect to any statement
or alleged statement in or omission or alleged omission from such registration
statement, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, if such statement or
alleged statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company through an
instrument duly executed by such seller specifically stating that it is for use
in the preparation of such registration statement, preliminary

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<PAGE>
prospectus, final prospectus, summary prospectus, amendment or supplement;
PROVIDED, that such indemnification shall be limited to the net proceeds to be
received by the prospective seller of such Registrable Securities. Any such
indemnity shall remain in full force and effect, regardless of any investigation
made by or on behalf of the Company or any such director, officer or controlling
person and shall survive the transfer of such securities by such seller.

(c) Promptly after receipt by an indemnified party of notice of
the commencement of any action or proceeding involving a claim referred to in
the preceding subdivisions of this Section 5.6, such indemnified party will, if
a claim in respect thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action; PROVIDED, that
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the preceding
subdivisions of this Section 5.6, except to the extent that the indemnifying
party is actually prejudiced by such failure to give notice. In case any such
action is brought against an indemnified party, unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified, to the extent that the
indemnifying party may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement of any such action which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such
claim or litigation. No indemnified party shall consent to entry of any
judgment or enter into any settlement of any such action the defense of which
has been assumed by an indemnifying party without the consent of such
indemnifying party.

(d) Indemnification similar to that specified in the preceding
subdivisions of this Section 5.6 (with appropriate modifications) shall be given
by the Company and each seller of Registrable Securities with respect to any
required registration or other qualification of securities under any Federal or
state law or regulation of any governmental authority, other than the Securities
Act.

(e) The indemnification required by this Section 5.6 shall be
made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.

(f) If the indemnification provided for in the preceding
subdivisions of this Section 5.6 is unavailable to an indemnified party in
respect of any expense, loss, claim, damage or liability referred to therein,
then each indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such expense, loss, claim, damage or liability (i) in such proportion
as is appropriate to reflect the relative benefits

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received by the Company on the one hand and the holder or underwriter, as the
case may be, on the other from the distribution of the Registrable Securities or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and of the holder or underwriter, as the case may
be, on the other in connection with the statements or omissions which resulted
in such expense, loss, damage or liability, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the holder or underwriter, as the case may be, on the other in
connection with the distribution of the Registrable Securities shall be deemed
to be in the same proportion as the total net proceeds received by the Company
from the initial sale of the Registrable Securities by the Company to the
purchasers bear to the gain realized by the selling holder or the underwriting
discounts and commissions received by the underwriter, as the case may be. The
relative fault of the Company on the one hand and of the holder or underwriter,
as the case may be, on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or omission to state a material fact relates to information supplied by the
Company, by the holder or by the underwriter and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission; PROVIDED, that the foregoing contribution agreement shall
not inure to the benefit of any indemnified party if indemnification would be
unavailable to such indemnified party by reason of the provisions contained in
the first sentence of subdivision (a) of this Section 5.6, and in no event shall
the obligation of any indemnifying party to contribute under this subdivision
(f) exceed the amount that such indemnifying party would have been obligated to
pay by way of indemnification if the indemnification provided for under
subdivisions (a) or (b) of this Section 5.6 had been available under the
circumstances.

The Company and the holders of Registrable Securities agree that
it would not be just and equitable if contribution pursuant to this subdivision
(f) were determined by PRO RATA allocation (even if the holders, Requesting
Holders and any underwriters were treated as one entity for such purpose) or by
any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph and
subdivision (c) of this Section 5.6, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim.

Notwithstanding the provisions of this subdivision (f), no holder
of Registrable Securities or underwriter shall be required to contribute any
amount in excess of the amount by which (i) in the case of any such holder, the
net proceeds received by such holder from the sale of Registrable Securities or
(ii) in the case of an underwriter, the total price at which the Registrable
Securities purchased by it and distributed to the public were offered to the
public exceeds, in any such case, the amount of any damages that such holder or
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) the Securities Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

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SECTION 5.7. RULE 144. The Company shall file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the Commission thereunder and shall take such
further action as any holder of Registrable Securities may reasonably request,
all to the extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (a) Rule 144 under the Securities Act,
as such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission. Upon the request of any holder
of Registrable Securities, the Company shall deliver to such holder a written
statement as to whether it has complied with such requirements.

ARTICLE VI

SALE OF THE COMPANY

SECTION 6.1. REPRESENTATIONS AND WARRANTIES UPON SALE OF THE
COMPANY. In connection with any Sale of the Company, each Shareholder shall
become a party to the agreement implementing such Sale of the Company and
representations and warranties with respect to information provided by such
Shareholder as reasonably may be requested; PROVIDED, that the foregoing shall
only be applicable if the agreement implementing such Sale of the Company shall
contain a provision that limits the liability of such Shareholder to the net
proceeds to be received by such Shareholder from the sale of such Shareholder's
shares to the Transferee.

ARTICLE VII

CERTAIN COVENANTS

SECTION 7.1. ACTION BY SHAREHOLDERS. The Shareholders shall
from time to time vote their Common Shares as may be required to cause the
Company to comply with the provisions of this Agreement.

SECTION 7.2. FURTHER ACTIONS. In case at any time after the
date hereof any further action is necessary or desirable to carry out the
purposes of this Agreement, each party hereto shall take all such necessary
action.

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ARTICLE VIII

MISCELLANEOUS

SECTION 8.1. NOTICES. All notices and other communications
provided for hereunder shall be dated and in writing and shall be deemed to have
been given (i) when delivered, if delivered personally or sent by confirmed
telecopy, (ii) on the next business day if sent by overnight courier and (iii)
when received if delivered otherwise. Such notices shall be addressed to the
appropriate party to the attention of the person who executed this Agreement at
the address set forth under such party's name at the end of this Agreement (or
to the attention of such other person or to such other address as such party
shall have furnished to each other party in accordance with this Section 8.1),
provided that (A) notice to any of the Management Investors shall be given to
the Agent for the Management Investors, Dayton Superior Corporation, 721 Richard
Street, Miamisburg, Ohio 45342, Attention: John A. Ciccarelli, or such other
Person designated pursuant to Section 8.12 hereof. A copy of any notice sent to
the Company shall be sent by the party sending such notice to the Company to
David A. Neuhardt, Thompson Hine & Flory P.L.L., 2000 Courthouse Plaza
Northwest, Dayton, Ohio 45402.

SECTION 8.2. BINDING NATURE OF AGREEMENT. This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the parties
hereto or their successors in interest, except as expressly otherwise provided
herein.

SECTION 8.3. DESCRIPTIVE HEADINGS. The descriptive headings of
the several sections and paragraphs of this Agreement are inserted for reference
only and shall not limit or otherwise affect the meaning hereof.

SECTION 8.4. SPECIFIC PERFORMANCE. Without limiting the rights
of each party hereto to pursue all other legal and equitable rights available to
such party for the other parties' failure to perform their obligations under
this Agreement, the parties hereto acknowledge and agree that the remedy at law
for any failure to perform their obligations hereunder would be inadequate and
that each of them, respectively, shall be entitled to specific performance,
injunctive relief or other equitable remedies in the event of any such failure.

SECTION 8.5. GOVERNING LAW. This Agreement shall be construed
and enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the State of Ohio, without regard to the principles of conflicts
of law.

SECTION 8.6. COUNTERPARTS. This Agreement may be executed
simultaneously in any number of counterparts, each of which shall be deemed an
original, but all such counterparts shall together constitute one and the same
instrument.

SECTION 8.7. SEVERABILITY. In the event that any one or more of
the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or

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unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be in any way impaired thereby, it being
intended that all of the rights and privileges of the parties hereto shall be
enforceable to the fullest extent permitted by law.

SECTION 8.8. ENTIRE AGREEMENT. This Agreement is intended by
the parties hereto as a final and complete expression of their agreement and
understanding in respect to the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings, written or oral, between the
parties with respect to such subject matter.

SECTION 8.9. AMENDMENT AND WAIVER. Any provision of this
Agreement may be amended if, but only if, such amendment is in writing and is
signed by the Company and Shareholders owning at least a majority of the then
outstanding Common Shares held by all Shareholders who are parties to this
Agreement at the time (taken together as a single class); PROVIDED that (i) no
such amendment may adversely affect the rights of any Shareholder without the
prior written consent of such Shareholder and (ii) no such amendment may both
(x) adversely affect the rights of Shareholders of any class and (y) treat the
holders of such class differently from holders of another class in a manner not
contemplated by this Agreement without the prior written consent of holders of a
majority of shares (whether outstanding or issuable) of the class so adversely
affected. The Company shall provide notice to all Shareholders of any amendment
to this Agreement which was not approved in writing by such Shareholder. Any
provision of this Agreement may be waived if, but only if, such waiver is in
writing and is signed by or on behalf of the party waiving such provision.

SECTION 8.10. ADDITIONAL PARTIES. A Person who holds or
acquires any Common Shares or any security which is convertible into or
exchangeable for, or any option, warrant or other right to acquire, Common
Shares after the date of this Agreement may become a party to this Agreement if
the Company so agrees by executing and delivering to the Company a dated,
counterpart signature page to this Agreement or other instrument acceptable to
the Company evidencing such Person's agreement to become a party to this
Agreement and bound hereby, and such Person shall become a party to and bound by
this Agreement effective upon acceptance of such signature page or other
instrument by the Company (to be evidenced by the Company's execution thereof).

SECTION 8.11. NO THIRD PARTY BENEFICIARIES. Nothing in this
Agreement shall convey any rights upon any person or entity which is not a party
or an assignee of a party to this Agreement.

SECTION 8.12. AGENT FOR MANAGEMENT INVESTORS. John A.
Ciccarelli or such other person who is the President of the Company at the time
shall act as agent for each of the Management Investors (the "Agent for the
Management Investors") for all purposes of this Agreement, and all payments,
obligations, notices or other deliveries from the Company or any other
Shareholder may be made to the Agent for the Management Investors.

-22-
<PAGE>
IN WITNESS WHEREOF, the parties indicated below have entered into
this Agreement as of the date first above written.

DAYTON SUPERIOR CORPORATION
721 Richard Street
Miamisburg, Ohio 45342
Attention: President

RIPPLEWOOD HOLDINGS L.L.C.
712 Fifth Avenue, 40th floor
New York, NY 10019

MATTHEW O. DIGGS, JR.
The Diggs Group Inc.
40 North Main Street
Dayton, OH 45402

JOHN A. CICCARELLI

MICHAEL C. DEIS

MARK K. KALER

JAMES C. STEWART

J.R. PAINE, JR.

RICHARD L. BRASWELL

JAMES FENNESSY

GREGORY ARNETT

-23-
<PAGE>

MICHAEL BARNETT

MARIO CATANI

WILLIAM S. JAGGER

MYRON JORNOV

J. DALE LEATH

DENNIS MALLANEY

JAMES METZ

ROY L. EDGAR

KEITH E. KELLER

DONALD VAN GERVE

STEVEN GETZ

KEVIN KRIEBS

JEFFREY MATTHEWS

LARRY MONGOLE

JAMES SWAFFAR

-24-
<PAGE>

EXHIBIT A

OFFICER'S CERTIFICATE

I hereby certify that I am an authorized officer of [TRANSFEREE'S
NAME] (the "Company"). This Certificate is being furnished to Dayton Superior
Corporation ("DSC") and to Ripplewood Holdings L.L.C. pursuant to Section 4.3 of
that certain Amended and Restated Shareholder Agreement among DSC and certain of
the shareholders of DSC, in connection with the transfer of securities of DSC to
the Company.

Based upon the foregoing, I certify that:

1. The Company is not substantially engaged in the business of
manufacturing or selling concrete accessories consisting of wire and chemical
products used in various methods of concrete construction in North America or
masonry construction products used in North America.

2. The Company does not own directly or indirectly 50% or more
of any person or entity which is substantially engaged in the business of
manufacturing or selling concrete accessories consisting of wire and chemical
products used in various methods of concrete construction in North America or
masonry construction products used in North America.

Dated:_________________________

By:____________________________
Name:
Title:

<PAGE>
EXHIBIT 10.13

DAYTON SUPERIOR CORPORATION

1996 STOCK OPTION PLAN

1. PURPOSE. The purpose of the Plan is to provide additional incentive to
those officers and key employees of the Company whose substantial contributions
are essential to the growth and success of the Company's business in order to
strengthen their commitment to the Company and to retain competent and dedicated
individuals whose efforts will result in the long-term growth and profitability
of the Company.

2. DEFINITIONS. For purposes of this Plan:

"AGREEMENT" means a written agreement between the Company and an
Optionee evidencing the grant of an Option and setting forth the terms
and conditions of the Option.

"BOARD" means the Board of Directors of the Company.

"CAUSE" means (i) the willful neglect by the Optionee of, or the
refusal by the Optionee to perform, the Optionee's duties or
responsibilities, or any willful act by the Optionee which materially
impairs the ability of the Optionee to perform the Optionee's duties
or responsibilities and which act continues after being brought to the
attention of the Optionee (other than any such failure resulting from
the Optionee's incapacity due to physical or mental illness), or (ii)
any willful act or failure to act by the Optionee which is materially
injurious to the Company.

"CHANGE IN CAPITALIZATION" means any increase, reduction or
change or exchange of Shares for a different number or kind of shares
or other securities of the Company by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, issuance of
warrants or rights, stock dividend, stock split or reverse stock
split, combination or exchange of shares, repurchase of shares, change
in corporate structure or otherwise.

"CHANGE OF CONTROL" means a change of control after the date this
Plan becomes effective of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14 of Regulation 14A
promulgated under the Exchange Act or any similar successor disclosure
provisions. Without limiting the foregoing, a Change of Control shall
be deemed to have occurred for purposes of the Plan regardless of the
provisions of the Exchange Act, if (i) any "person," as such term is
used in Sections 13(d) and 14(d)(2) of the Exchange Act (excluding,
for this purpose, the Company, any subsidiary of the Company, any
employee benefit plan of the Company or any such subsidiary,
Ripplewood or any affiliate of Ripplewood), including any "group" of

<PAGE>
persons, becomes the beneficial owner (as determined in accordance with
Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities of the Company which, together with any other securities of the
Company theretofore directly or indirectly beneficially owned by such
person, represent 20% or more of the combined voting power of the Company's
then outstanding securities; or (ii) at any election or series of
elections, persons not proposed for nomination or nominated by the Board
are elected as directors of the Company and together constitute 50% or more
of the Board.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITTEE" means the Compensation and Benefits Committee of the
Board or another committee appointed by the Board to administer the
Plan and to perform the functions set forth herein; provided, however,
that the Committee must consist of "disinterested persons" as defined
in, and to the extent required by, Rule 16b-3 (or any successor
provision) adopted under the Exchange Act.

"COMMON SHARES" means any class of common shares of the Company.

"COMPANY" means Dayton Superior Corporation, an Ohio corporation;
provided, however, that when used herein in connection with the
employment of any Person, "COMPANY" also shall include any subsidiary
of the Company.

"DISABILITY" has the meaning ascribed to such term in the
Company's disability program as in effect at the time.

"ELIGIBLE EMPLOYEE" means any officer or other key employee of
the Company designated by the Committee as eligible to receive Options
subject to the conditions set forth herein.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

"FAIR MARKET VALUE" means the average of the highest sale price
and the lowest sale price of a Share on the date the value of a Share
is to be determined, as reported on the New York Stock Exchange and
published in the WALL STREET JOURNAL, or if no sale is reported for
such date, then on the next preceding date for which a sale is
reported or, if the Shares are no longer traded on the New York Stock
Exchange, the determination of such value shall be made by the
Committee in good faith.

"INCENTIVE STOCK OPTION" means an Option granted under the Plan
which qualifies as an incentive stock option under Section 422 of the
Code.

"NONSTATUTORY OPTION" means an Option granted under the Plan
which by its terms does not qualify as an Incentive Stock Option.

-2-
<PAGE>
"OPTION" means an option granted under the Plan to acquire
Shares, which may be a Nonstatutory Option or an Incentive Stock
Option.

"OPTIONEE" means a person to whom an Option has been granted
under the Plan or any permitted transferee of such Option under the
terms of the Plan.

"PERSON" means a corporation, an association, a partnership, an
organization, a business, an individual, a government or a subdivision
thereof or a governmental agency.

"PLAN" means this Dayton Superior Corporation 1996 Stock Option
Plan, as amended from time to time.

"QUALIFIED DOMESTIC RELATIONS ORDER" means a qualified domestic
relations order as defined in Section 414(p)(1)(B) of the Code which
satisfies the conditions of Section 414(p)(1)(A) of the Code.

"RETIREMENT" has the meaning ascribed to such term in the
Company's retirement program as in effect at the time.

"RIPPLEWOOD" means Ripplewood Holdings L.L.C., a Delaware limited
liability company.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SHAREHOLDER AGREEMENT" means that certain Amended and Restated
Shareholder Agreement among the Company, Ripplewood and certain other
shareholders of the Company, as the same may be amended from time to
time.

"SHARES" means the Class A Common Shares, without par value, of
the Company (including any new, additional or different shares or
securities resulting from a Change in Capitalization).

"TAX DATE" means the date as of which the amount of a withholding
tax payment with respect to the exercise of an Option is calculated.

3. ADMINISTRATION. (a) The Plan shall be administered by the Committee.
A majority of the members of the Committee shall constitute a quorum, and the
act of a majority of the members of the Committee shall constitute the act of
the Committee. Any action reduced to writing and signed by all of the members
of the Committee shall be fully effective as if it had been taken at a meeting.

(b) Subject to the express terms and conditions set forth in the Plan, the
Committee shall have the power from time to time:

-3-
<PAGE>
(i) to determine those Eligible Employees to whom Options shall
be granted under the Plan and the number of Options to be granted to
each and to prescribe the terms and conditions (which need not be
identical) of each Option, including the exercise price per Share of
each Option;

(ii) to construe and interpret the terms of the Plan and the
Options including, without limitation, to correct any defect or
omission or to reconcile any inconsistency in the Plan or in any
Agreement and to establish, amend and revoke rules and regulations for
the administration of the Plan, in the manner and to the extent the
Committee deems necessary or advisable to make the Plan fully
effective (and all decisions and determinations by the Committee in
the exercise of this power shall be final and binding upon the Company
and each Optionee);

(iii) to determine the duration and permitted purposes for any
leave of absence which may be granted to an Optionee without
constituting a termination of the Optionee's employment for purposes
of the Plan;

(iv) to authorize the payment to an Optionee, but only with the
consent of the Optionee, in exchange for the cancellation of all or
part of the Option, of cash in an amount not to exceed the difference
between the aggregate Fair Market Value of the Shares with respect to
which the Option is being cancelled (as of the effective date of such
cancellation) and the aggregate exercise price of such Shares; and

(v) generally, to exercise such powers and to perform such acts
as the Committee deems are necessary or advisable to promote the best
interests of the Company with respect to the Plan.

4. SHARES SUBJECT TO THE PLAN. (a) The maximum number of Shares that may
be issued pursuant to Options granted under the Plan is 100,000, subject to
adjustment as provided in Section 8. Such Shares may be authorized but unissued
Shares or treasury shares. The Company shall reserve, for purposes of the Plan,
out of its authorized but unissued Shares or treasury shares, or partly out of
each, such number of Shares as shall be determined by the Board.

(b) Whenever any outstanding Option or any portion of an outstanding
Option expires, is cancelled or otherwise terminates (other than by exercise),
the Shares subject to the unexercised portion of the Option which has expired,
been cancelled or has terminated again shall be available for the grant of
Options hereunder. Shares which have been surrendered to or withheld by the
Company to satisfy all or a portion of the purchase price of an Option or a tax
withholding obligation with respect to an Option thereafter shall not be
available for the grant of Options under the Plan.

5. OPTIONS. The terms and conditions of each option granted under this
Plan shall be set forth in an Agreement. The terms of any Option may differ
from the terms of other Options granted under the Plan at the same time or at
any other time. The Committee also may grant more than one Option

-4-
<PAGE>
to an Optionee during the term of the Plan, either in addition to, or in
substitution for, one or more Options previously granted to that Optionee. Each
Option and Agreement shall be subject to the following conditions:

(a) EXERCISE PRICE. No Option may be granted under the Plan with an
exercise price per Share which is less than the Fair Market Value of a Share
on the date the Option is granted.

(b) DURATION. Options shall be for such term as the Committee
determines at the time the Option is granted; provided, however, that no
Option shall be exercisable for a period longer than ten years after the
date the Option is granted. Subsequent to the granting of an Option, the
Committee may extend the terms of the Option to any date before the tenth
anniversary of the date of grant.

(c) NON-TRANSFERABILITY. Unless otherwise provided in the Agreement
with respect to an Option, no Option granted under the Plan shall be
pledged, assigned, hypothecated or transferred by the Optionee other than by
will or the laws of descent and distribution. Nonstatutory Options also may
be transferred pursuant to a Qualified Domestic Relations Order. Options
may be exercised during the lifetime of an Optionee only by the Optionee or
the Optionee's guardian or legal representative, and in the case of
Nonstatutory Options, the transferee under a Qualified Domestic Relations
Order. With the consent of the Committee, each Optionee may designate a
person or persons to receive, in the event of such Optionee's death, any
Option or any number of Shares issuable upon exercise of such Option or any
amount payable with respect thereto to which the Optionee would then be
entitled.

(d) EXERCISABILITY. Subject to acceleration as provided in Section
5(e), at the time an Option is granted the Committee may provide that the
Option may be exercised in full or in part only after the passage of a
specified period or periods of time following the date of grant or only if
specified conditions have been satisfied. The Committee may accelerate the
exercisability of any Option or any portion of an Option at any time.
Subject to the ten-year limitation set forth in Section 5(b), the Committee
may waive or modify at any time, either before or after an Option is
granted, any condition, limitation or restriction with respect to the
exercise of such Option imposed by or pursuant to this Section 5 or Section
6 in such circumstances as the Committee, in its discretion, may deem
appropriate; provided, however, that any such waiver or modification with
respect to an outstanding Option shall be subject to the limitations
applicable to amendments to outstanding Options set forth in Section 5(j).

(e) ACCELERATION OF EXERCISABILITY. Notwithstanding Section 5(d),
unless otherwise set forth in the Agreement with respect to the Option, each
Option shall become immediately exercisable upon a Change of Control, the
death or Disability of the Optionee holding the Option or the Retirement of
the Optionee holding the Option if at the time of the Optionee's Retirement
the Optionee is age 65 or older.

-5-
<PAGE>
(f) TERMINATION OF EMPLOYMENT. (i) Unless otherwise set forth in the
Agreement with respect to the Option, if an Optionee ceases to be employed
by the Company, all Options held by the Optionee shall terminate as follows:

(w) If the termination of employment is due to the death,
Disability or Retirement of the Optionee, each Option held by the
Optionee shall continue to be exercisable (to the extent exercisable
at the time the Optionee's employment terminates, including as a
result of any acceleration in accordance with Section 5(e)) by the
Optionee, the Optionee's estate or any person who acquired the right
to exercise the Option by bequest or inheritance for a period of one
year following such termination of employment (but, in no event,
beyond the original term of the Option), at the end of which period
the Option shall terminate in full;

(x) If the termination of employment is for any reason other than
the death, Disability or Retirement of the Optionee or for Cause, each
Option held by the Optionee shall continue to be exercisable (to the
extent exercisable at the time the Optionee's employment terminates)
for a period of 90 days following such termination of employment (but,
in no event, beyond the original term of the Option), at the end of
which period the Option shall terminate in full;

(y) If the termination of employment is for Cause, each Option
held by the Optionee, whether exercisable or not, shall be terminated
in full upon such termination of employment; and

(z) If an Optionee dies following termination of the Optionee's
employment but during the period in which an Option held by the
Optionee continues to be exercisable in accordance with this Section
5(f), such Option shall continue to be exercisable (to the extent
exercisable at the time of death by the Optionee) by the Optionee's
estate or by the person who acquired the right to exercise the Option
by bequest or inheritance for a period of one year following the date
of the Optionee's death (but, in no event, beyond the original term of
the Option).

Notwithstanding the foregoing, the Committee may provide, at the time an
Option is granted or thereafter, that an Option may be exercised after the
periods provided for in this Section 5(f) (but, in no event, beyond the
original term of the Option).

(ii) At any time that an Optionee has the right to exercise an Option
during a period following termination of employment in accordance with clause
(w), (x) or (z) of Section 5(f)(i), the Company shall have the right to cancel
the Option by so notifying the Optionee in writing and agreeing to pay to the
Optionee, within 10 days, an amount equal to the number of Shares subject to
the Option multiplied by the amount, if any, by which the Fair Market Value of
a Share determined as of the date the Company gives such notice exceeds the
exercise price per Share of the Option.

-6-
<PAGE>
(g) EXERCISE OF OPTION. (i) An Option may be exercised only by a
written notice delivered to the Secretary of the Company at the Company's
principal executive office, specifying the number of Shares to be purchased
and accompanied by payment therefor and otherwise in accordance with the
Agreement. The exercise price for the Shares to be purchased pursuant to the
exercise of an Option shall be paid in full upon such exercise in cash, by
check, or, at the discretion of the Committee and upon such terms and
conditions as the Committee may approve, by transferring Shares to the Company
or by the retention by the Company of Shares to be issued upon the exercise of
such Option, or any combination thereof. Any Shares transferred to the
Company or retained by the Company as payment of the exercise price of an
Option shall be valued at their Fair Market Value on the business day
preceding the date the Option is exercised. If required by the Committee, the
Optionee shall deliver the Agreement evidencing the Option to the Secretary of
the Company, who shall endorse on the Agreement a notation of such exercise
and shall return such Agreement to the Optionee. Any exercise of an Option
for fewer than all of the Shares covered by the Option shall be for at least
ten Shares. No fractional Shares shall be issued upon the exercise of an
Option.

(ii) If the Plan or any law, regulation or interpretation requires the
Company to take any action regarding the Shares before the Company issues
certificates for the Shares being purchased, the Company may delay delivering
the certificates for the Shares for the period necessary to take such action;
provided, however, that the Company shall use its reasonable best efforts to
promptly take any such action. The certificate or certificates representing
Shares acquired upon the exercise of an Option may bear a legend restricting
the transfer of such Shares to the extent required by applicable law,
regulation or interpretation, and the Company may impose stop transfer
instructions to implement such restrictions, if applicable.

(h) RIGHTS OF OPTIONEE. No Optionee shall be deemed for any purpose to
be the owner of any Shares subject to an Option unless and until the Option
has been validly exercised, the Company has issued and delivered certificates
for the Shares to the Optionee, and the Optionee's name has been entered as a
shareholder of record on the books of the Company.

(i) SHAREHOLDER AGREEMENT. Unless otherwise expressly provided in the
Agreement at the time an Option is granted, if an Optionee who is not bound by
the terms of the Shareholder Agreement exercises an Option, the Optionee shall
become a party to, and shall become bound by, the Shareholder Agreement and
shall execute any instrument which, in the reasonable opinion of the Board or
the Committee, is necessary for such purpose. Upon the exercise of an Option
by an Optionee who is already bound by the terms of the Shareholder Agreement,
the Shares acquired by the Optionee shall be subject to the Shareholder
Agreement, and the Optionee shall execute any instrument which, in the
reasonable opinion of the Board or the Committee, is necessary for such
purpose.

(j) AMENDMENT OF OPTIONS. Subject to the terms and provisions of the
Plan, the Committee may amend any outstanding Option in any respect; provided,
however, that (i) no such amendment shall reduce the exercise price of the
Option (except to set forth an adjustment in the exercise price made pursuant
to Section 8), and (ii) the consent of the Optionee to such amendment

-7-
<PAGE>
must be obtained if the amendment would adversely affect the rights of the
Optionee under the Option.

6. ADDITIONAL PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS. (a)
The following additional terms and provisions shall apply to all Incentive Stock
Options granted under the Plan, notwithstanding any provision of Section 5 to
the contrary:

(i) No Incentive Stock Option shall be granted to an officer or
other employee who possesses, directly or indirectly (as provided in
Section 424(d) of the Code), at the time of grant more than 10% of the
combined voting power of all classes of capital shares of the Company
or any subsidiary unless (i) the exercise price is at least 110% of
the Fair Market Value of the Shares subject to the Incentive Stock
Option on the date the Incentive Stock Option is granted, and (ii) the
Incentive Stock Option is not exercisable after the expiration of five
years from the date of grant;

(ii) The aggregate Fair Market Value (determined as of the time an
Incentive Stock Option is granted) of Shares with respect to which
Incentive Stock Options are exercisable for the first time by any
individual in any calendar year shall not exceed $100,000, or such
other maximum amount permitted by the Code; and

(iii) No Incentive Stock Option may be granted after [_____]1,
2006.

(b) The Committee may grant Incentive Stock Options from time to time
to employees of the Company who formerly were employed by a corporation with
which the Company has entered into a transaction described in Section 424(a)
of the Code in substitution for Incentive Stock Options held by such persons.
Any Incentive Stock Options so granted shall be on such terms and conditions
as may be necessary for the grant to be treated as a substitution under
Section 424(a) of the Code. To the extent contemplated by Section 424(a) of
the Code, any Incentive Stock Options so granted need not comply with the
restrictions set forth in Section 5(a) and 6(a) above.

7. TAX WITHHOLDING. With the approval of the Committee, an Optionee may
elect to have the Company retain from the Shares to be issued upon the exercise
of an Option a number of Shares, or may deliver to the Company a number of
Shares, having a Fair Market Value on the Tax Date equal to all or any part of
the federal, state and local withholding tax payments (whether mandatory or
permissive) to be made on behalf of the Optionee with respect to the exercise of
the Option (up to a maximum amount determined by the Optionee's top marginal tax
rate) in lieu of making such payments in cash. The Committee may establish
rules or limitations with respect to the exercise of the rights described in
this Section 7 from time to time; provided, however, that any such election made
by a person subject to Section 16 of the Exchange Act must be made in accordance
with any applicable rules established thereunder.

8. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of a Change in
Capitalization, the Board or the Committee shall determine the appropriate
adjustments, if any, to the maximum number and class of shares with respect to
which Options may be granted under the Plan, the number and class

-8-
<PAGE>
of shares subject to outstanding Options granted under the Plan, and the
exercise price therefor, if applicable, and any such determination shall be
conclusive. Notwithstanding the foregoing, however, no such adjustment shall be
made with respect to the Recapitalization (as defined in the Company's Amended
Articles of Incorporation).

9. TERMINATION AND AMENDMENT OF THE PLAN. The Plan shall terminate on the
day preceding the tenth anniversary of its effective date and no Options
thereafter may be granted under the Plan. The Board may terminate or amend the
Plan at any time, and from time to time; provided, however, that no such
amendment shall be effective unless approved by the shareholders of the Company
if such shareholder approval is required (a) so that transactions hereunder will
be exempt under Rule 16b-3 under the Exchange Act or (b) to comply with any
other applicable law, regulation or stock exchange rule. The rights and
obligations of an Optionee under any Option outstanding at the time of any such
amendment to the Plan shall not be adversely altered or impaired by such
amendment, except with the consent of the Optionee.

10. REGULATIONS AND OTHER APPROVALS; GOVERNING LAW. (a) This Plan
and the rights of all persons claiming hereunder shall be construed and
determined in accordance with the laws of the State of Ohio without giving
effect to the choice of law principles thereof.

(b) The obligation of the Company to sell or deliver Shares with
respect to Options granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state
securities laws and the rules of any stock exchange on which the Shares are
listed.

(c) If at any time the Committee determines, in its absolute
discretion, that the listing, registration or qualification of Shares issuable
pursuant to the Plan is required by any securities exchange or under any state
or federal law, or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of, or in connection with, the grant of
an Option or the issuance of Shares upon the exercise of an Option, no Option
shall be granted or payment made or Shares issued, in whole or in part, unless
such listing, registration, qualification, consent or approval has been effected
or obtained free of any conditions not acceptable to the Committee.

11. EFFECTIVE DATE. The Plan shall be effective on [_____]1, 1996.

________________
1Day prior to the date the Plan is approved by the shareholders of the Company.

<PAGE>

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
EXHIBIT 11--COMPUTATION OF EARNINGS
PER COMMON AND COMMON EQUIVALENT SHARE

<TABLE>
<CAPTION>
THREE FISCAL MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, 1995 -------------------------------------
------------------------------------------------ PRO FORMA
PRO FORMA MARCH 31, MARCH 31, MARCH 29,
1993 1994 1995 1995 1995 1995 1996
--------- --------- ------------ ------------ ----------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<S> <C> <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 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) 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 2,956,789 3,333,389
--------- --------- ------------ ------------ ----------- ----------- -----------
--------- --------- ------------ ------------ ----------- ----------- -----------
Income (loss) before
extraordinary item....... $ (6,173) $ (682) $3,705 $3,404 $(151 ) $(245 ) $(401 )
Extraordinary item........ -- 31,354 -- -- -- -- --
--------- --------- ------------ ------------ ----------- ----------- -----------
Net income (loss)......... (6,173) 30,672 3,705 3,404 (151 ) (245 ) (401 )
Dividends on Redeemable
Preferred Shares......... -- (361) (470) (470) (150 ) (150 ) --
Accretion on Redeemable
Preferred Shares......... -- (136) (192) (192) (62 ) (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 ) $(457 ) $(401 )
--------- --------- ------------ ------------ ----------- ----------- -----------
--------- --------- ------------ ------------ ----------- ----------- -----------
Income (loss) per share
before extraordinary
item..................... $(64.95) $(0.58) $0.02 $(0.08) $(0.12 ) $(0.15 ) $(0.12 )
Extraordinary item........ -- 15.50 -- -- -- -- --
--------- --------- ------------ ------------ ----------- ----------- -----------
Net income (loss) per
share.................... $ (64.95) $14.92 $0.02 $(0.08) $(0.12 ) $(0.15 ) $(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>

EXHIBIT 21.1

SUBSIDIARIES OF
THE REGISTRANT

Jurisdiction
Name Of Incorporation
---- ----------------

Dayton Superior Canada Ltd. Ontario
Dur-O-Wal, Inc. Delaware
Dur-O-Wal Limited Ontario
Omni Investors, Inc. Delaware

All subsidiaries are wholly-owned, directly or indirectly, by Dayton Superior
Corporation.

<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 17, 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 17, 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 17, 1996

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
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<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
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0
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</TABLE>