1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 10-Q Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 ---------------------------------- For Quarter Ended March 31, 1996 Commission File Number 0-325 -------------- ----- THE DURIRON COMPANY, INC. ------------------------- (Exact name of Registrant as specified in its charter) New York -------- (State or other jurisdiction of incorporation or organization) 31-0267900 ---------- (I.R.S. Employer Identification Number) 3100 Research Boulevard, Dayton, Ohio 45420 ------------------------------------- ----- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (513) 476-6100 -------------- No Change --------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ---- ---- Shares of Common Stock, $1.25 par value, outstanding as of March 31, 1996..........24,483,859
2 PART I: Financial Information
3 THE DURIRON COMPANY, INC. Consolidated Statement of Income Quarters Ended March 31, 1996 and 1995 (dollars in thousands except per share data) <TABLE> <CAPTION> 1996 1995 -------- -------- <S> <C> <C> Revenues: Net sales $149,193 $122,664 Costs and expenses: Cost of sales 89,279 72,455 Selling and administrative 36,460 31,634 Research, engineering and development 4,269 3,663 Interest 1,394 1,323 Other, net 1,737 1,297 -------- -------- 133,139 110,372 Earnings before income taxes 16,054 12,292 Provision for income taxes 5,940 4,634 -------- -------- Net earnings 10,114 7,658 -------- -------- Earnings per share $ 0.41 $ 0.31 ======== ======== </TABLE> (See accompanying notes)
4 THE DURIRON COMPANY, INC. Consolidated Balance Sheet (dollars in thousands except per share data) <TABLE> <CAPTION> March 31, December 31, ASSETS 1996 1995 --------- -------- <S> <C> <C> Current assets: Cash and cash equivalents $ 12,527 $ 19,434 Accounts receivable 110,248 103,963 Inventories 97,712 93,155 Prepaid expenses 10,741 8,170 --------- -------- Total current assets 231,228 224,722 Property, plant and equipment, at cost 250,254 247,975 Less accumulated depreciation and amortization 147,709 144,252 --------- -------- Net property, plant and equipment 102,545 103,723 Intangibles and other assets 66,723 66,928 --------- -------- Total assets $ 400,496 $395,373 ========= ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 29,850 $ 31,499 Notes payable 4,661 3,723 Income taxes 7,650 3,448 Accrued liabilities 38,242 44,455 Long-term debt due within one year 6,576 6,597 --------- -------- Total current liabilities 86,979 89,722 Long-term debt due after one year 52,156 51,756 Postretirement benefits and other deferred items 58,689 58,123 Shareholders' equity: Serial preferred stock, $1.00 par value, no shares issued -- -- Common stock, $1.25 par value, 24,484,000 shares issued (24,405,000 in 1995) 30,605 30,506 Capital in excess of par value 6,899 6,022 Retained earnings 165,690 158,754 --------- -------- 203,194 195,282 Foreign currency and other equity adjustments (522) 490 --------- -------- Total shareholders' equity 202,672 195,772 --------- -------- Total liabilities and shareholders' equity $ 400,496 $395,373 ========= ======== </TABLE> (See accompanying notes)
5 THE DURIRON COMPANY, INC. Consolidated Statement of Cash Flows Three Months Ended March 31, 1996 and 1995 (dollars in thousands) <TABLE> <CAPTION> 1996 1995 ----- ---- <S> <C> <C> Increase (decrease) in cash and cash equivalents: Operating activities: Net earnings $ 10,114 $ 7,658 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 5,158 4,556 Loss (gain) on the sale of fixed assets 65 (51) Change in assets and liabilities net of effects of acquisitions and divestitures: Accounts receivable (6,708) (2,590) Inventories (4,987) (4,398) Prepaid expenses (2,514) (2,237) Accounts payable and accrued liabilities (7,176) (615) Income taxes 4,291 3,889 Postretirement benefits and other deferred items 682 (594) -------- -------- Net cash flows from operating activities (1,075) 5,618 Investing activities: Capital expenditures (4,184) (2,539) Other (350) (517) -------- -------- Net cash flows from investing activities (4,534) (3,056) Financing activities: Net borrowings under lines-of-credit 1,040 1,348 Payments on long-term debt (691) (3,024) Proceeds from long-term debt 1,241 15 Proceeds from issuance of common stock 509 104 Dividends paid (3,178) (2,528) -------- -------- Net cash flows from financing activities (1,079) (4,085) Effect of exchange rate changes (220) 1,315 -------- -------- Net increase in cash and cash equivalents (6,908) (208) Cash and cash equivalents at beginning of year 19,434 19,625 -------- -------- Cash and cash equivalents at end of period $ 12,526 $ 19,417 ======== ======== Supplemental disclosures of cash flow information: Cash paid during year for: Interest $ 437 $ 819 Income taxes $ 1,737 $ 1,382 </TABLE> (See accompanying notes)
6 THE DURIRON COMPANY, INC. Notes to Consolidated Financial Statements (dollars presented in tables in thousands except per share data) 1. Inventories. The amount of inventories and the method of determining costs for the quarter ended March 31, 1996 and the year ended December 31, 1995 were as follows: <TABLE> <CAPTION> Domestic Foreign inventories inventories Total (LIFO) (FIFO) inventories --------------------------------------- <S> <C> <C> <C> March 31, 1996 Raw materials $ 3,277 $ 3,189 $ 6,466 Work in process and finished goods 53,734 37,512 91,246 ------- ------- ------- $57,011 $40,701 $97,712 ======= ======= ======= December 31, 1995 Raw materials $ 2,642 $ 3,282 $ 5,924 Work in process and finished goods 48,857 38,374 87,231 ------- ------- ------- $51,499 $41,656 $93,155 ======= ======= ======= </TABLE> LIFO inventories at current cost are $36,376,000 and $36,127,000 higher than reported at March 31, 1996 and December 31, 1995, respectively. 2. Shareholders' equity. There are authorized 60,000,000 shares of $1.25 par value common stock and 1,000,000 shares of $1.00 par value preferred stock. Changes in the three months ended March 31, 1996 and 1995 were as follows: <TABLE> <CAPTION> Capital in Total Common excess of Retained Equity shareholders' stock par value earnings adjustments equity ----------------------------------------------------------- <S> <C> <C> <C> <C> <C> Balance at December 31, 1994 $ 30,427 $ 5,577 138,837 $ (488) $174,353 Net earnings 7,658 7,658 Cash dividends (2,528) (2,528) Retirement of common stock (2,189 shares) (3) (22) (25) Net shares issued (24,149) under stock plans 30 58 35 123 Foreign currency translation adjustment 1,665 1,665 -------- -------- -------- ------- ------- Balance at March 31, 1995 $ 30,454 $ 5,635 143,945 $ 1,212 $181,246 ======== ======== ======== ======= ======= Balance at December 31, 1995 $ 30,506 $ 6,022 158,754 $ 490 $195,772 Net earnings 10,114 10,114 Cash dividends (3,178) (3,178) Net shares issued (78,859) under stock plans 99 877 (405) 571 Foreign currency translation adjustment (607) (607) -------- -------- -------- ------- ------- Balance at March 31, 1996 $ 30,605 $ 6,899 165,690 $ (522) $202,672 ======== ======== ======== ======= ======= </TABLE>
7 As of March 31, 1996, 1,316,000 shares of common stock were reserved for exercise of stock options and grants of restricted shares. 3. Dividends. Dividends paid during the quarters ended March 31, 1996 and 1995 were based on 24,445,392 and 24,344,003 respectively, common shares outstanding on the applicable dates of record. 4. Earnings per share. Earnings per share for the quarters ended March 31, 1996 and 1995 were based on average common shares and common share equivalents outstanding of 24,792,964 and 24,548,015, respectively. 5. Contingencies. The Company is involved as a "potentially responsible party" at five former public waste disposal sites which may be subject to remediation under pending government procedures. The sites are in various stages of evaluation by federal and state environmental authorities. The projected cost of remediating these sites, as well as the Company's alleged "fair share" allocation, is uncertain and speculative until all studies have been completed and the parties have either negotiated an amicable resolution or the matter has been judicially resolved. At each site, there are many other parties who have similarly been identified, and the identification and location of additional parties is continuing under applicable federal or state law. Many of the other parties identified are financially strong and solvent companies which appear able to pay their share of the remediation costs. Based on the Company's preliminary information about the waste disposal practices at these sites and the environmental regulatory process in general, the Company believes that it is likely that ultimate remediation liability costs for each site will be apportioned among all liable parties, including site owners and waste transporters, according to the volumes and/or toxicity of the wastes shown to have been disposed of at the sites. The Company is a defendant in numerous pending lawsuits (which include, in many cases, multiple claimants) which seek to recover damages for alleged personal injury allegedly resulting from exposure to asbestos containing products formerly manufactured and distributed by the Company. A high percentage of these claims was assumed by the Company in 1995 as the result of the merger of Durametallic Corporation. All such products were used within self-contained process equipment, and management does not believe that there was any emission of ambient asbestos fiber during the use of this equipment. The Company has resolved numerous claims at an average of about $120 per claim, the cost of which was fully paid by insurance. The Company continues to have a substantial amount of available insurance from financially solvent carriers to cover the cost of both defending and resolving the claims. The Company is also a defendant in several other products liability lawsuits which are insured, subject to the applicable deductibles, and certain other non-insured lawsuits received in the ordinary course of business. The Company has fully accrued the estimated loss reserve for each such lawsuit. No insurance recovery has been projected for any of the insured claims because management currently believes that all will be resolved within applicable deductibles. Although none of the aforementioned gives rise to any additional liability that can now be reasonably estimated, it is possible that the Company could incur additional costs in the range of $250,000 to $1,000,000 over the upcoming five years to fully resolve these matters. Although the Company has accrued the minimum end of this range as a precaution, management has no current reason to believe that any such increase is probable or quantifiable. The Company will continue to evaluate these contingent loss exposures and, if they develop, recognize expense as soon as such losses can be reasonably estimated.
8 6. Merger. On November 30, 1995, the Company merged with Durametallic Corporation. The acquisition was accounted for under the pooling of interests method of accounting, and accordingly, the accompanying consolidated financial statements have been restated for all periods prior to the acquisition to include the financial position, results of operations and cash flows of Durametallic. --------------------------------------------- The financial information contained in this report is unaudited, but, in the opinion of the Company, all adjustments (consisting of normal recurring accruals) which are necessary for a fair presentation of the operating results for the period have been made.
9 Management's Discussion and Analysis of Financial Condition and Results of Operations Capital Resources and Liquidity - Three Months Ended March 31, 1996 The Company's capital structure, consisting of long-term debt, deferred items and shareholders' equity, continues to enable the Company to finance short-and long-range business objectives. At March 31, 1996, long-term debt was 16.6% of the Company's capital structure, compared to 16.9% at December 31, 1995. Based upon annualized 1996 results, the interest coverage ratio of the Company's indebtedness was 12.5 at March 31, 1996, compared with 10.7 for the twelve months ended December 31, 1995, reflecting the improvement in net earnings in 1996 over 1995. The return on average net assets at March 31, 1996 was 13.9% based upon 1996 annualized results, compared to 11.5% at December 31, 1995. Annualized return on average shareholders' equity was 20.3% at March 31, 1996, compared to 16.6% at December 31, 1995. Increases in these returns reflect the Company's improved level of profitability. Management continues to focus on improving its performance in these areas. Capital spending in 1996 is expected to be approximately $17.5 million, compared with $13.3 million in 1995. The 1996 expenditures will be invested in new and replacement products, international market development and general manufacturing equipment upgrades. The Company's liquidity position is reflected in a current ratio of 2.7 to 1 at March 31, 1996. This compares to 2.5 to 1 at December 31, 1995. Cash in excess of current requirements was invested in high-grade, short-term securities. Cash and amounts available under borrowing arrangements will be adequate to fund operating needs and capital expenditures through the coming year. Results of Operations - Three Months Ended March 31, 1996 Net sales for the three months ended March 31, 1996 were a record of $149.2 million, compared to net sales of $122.7 million for the same period in 1995. The 21.6% increase in net sales reflects strong global shipments from all operations and across all geographic regions. The Company's sales mix during the quarter contained an unusually large amount of major project activity which reflects the Company's aggressive pursuit of new construction projects in Asia and in the Americas. Foreign contributions to consolidated net sales were 33.6% and 33.1% for the three month periods ended March 31, 1996 and 1995, respectively. Total net sales to foreign customers including export sales from the U.S. were 40.3% and 38.5%, respectively. The increase in foreign contributions reflects higher levels of shipments into the Asian and Latin/South American markets. Record incoming business of $157.0 million for the first three months of 1996 exceeded incoming business of $126.4 million during the same period in 1995 by 24.2%. The 1996 incoming business level reflected strong activity throughout the global organization. Incoming
10 business in the Asian and American markets was particularly strong during the first three months of 1996 compared with 1995. Backlog at March 31, 1996 was $112.3 million, compared with a backlog of $101.4 million at December 31, 1995. The gross profit margin was 40.2% for the three months ended March 31, 1996. This compares to 40.9% for the same period in 1995. The decrease in the margin reflects the impact of an unusually large number of major project shipments in the first quarter of 1996. Due to the competitive nature of the pricing for such projects, the Company has historically realized lower margins on major project activity. In addition, severe weather conditions in January and February at several of the Company's manufacturing facilities in the United States resulted in inefficiencies and increased overtime pay. Selling and administrative expenses as a percentage of net sales for the three months ended March 31, 1996 were 24.4%, compared to 25.8% for the same period in 1995. The decrease in expense as a percentage of net sales is consistent with the Company's plan to further leverage expense in 1996 while continuing to invest in the development and growth of international operations. Selling and administrative expense in dollars increased between periods due to higher commission payments on large project shipments and global market development. Research, engineering and development expense as a percentage of net sales for the three months ended March 31, 1996 was 2.9%, compared with 3.0% for the same period in 1995. The expense level during the first quarter of 1996 reflects the Company's continued investment in new products and production processes. Other expense was $1.7 million for the three month period ended March 31, 1996, compared to $1.3 million for the same period in 1995. The increase in expense reflects higher levels of long and short term incentive compensation expense as the Company achieved record financial results. The effective tax rate for the first three months of 1996 was 37.0%, compared with 37.7% in 1995. The reduction in the tax rate from 1995 reflects the utilization of tax loss carryforwards in the Company's Asia Pacific and European operations. Record first quarter 1996 net earnings were $10.1 million, or $.41 per share, compared with $7.7 million, or $.31 per share, for the same period in 1995. The 32.1% increase in profits reflects the combination of strong business and leveraging of expenses. The impact of the merger with Durametallic was accretive to earnings per share in the first quarter of 1996. Net earnings for future quarters of 1996 and thereafter are uncertain and dependent on general worldwide economic conditions in the Company's major markets and their strong impact on the level of incoming business activity.
11 PART II OTHER INFORMATION ITEM 1 Not Applicable During Reporting Period ITEM 2 Not Applicable During Reporting Period ITEM 3 Not Applicable During Reporting Period ITEM 4 Not Applicable During Reporting Period ITEM 5 Not Applicable During Reporting Period ITEM 6 Exhibits and Reports on Form 10-K (a) The following Exhibits are attached hereto: 10.36 Split Dollar Life Insurance Agreement 27.1 Financial Data Schedule All other Exhibits are incorporated by reference (b) Not applicable during reporting period
12 INDEX TO EXHIBITS <TABLE> <CAPTION> LOCATED AT MANUALLY NUMBERED PAGE ------------- (4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES: <S> <C> <C> 4.1 Lease agreement, indenture of mortgage and deed of trust, and guarantee agreement, all executed on June 1, 1978 in connection with 9-1/8% Industrial Development Revenue Bonds, Series A, City of Cookeville, Tennessee........................................ + 4.2 Lease agreement, indenture of trust, and guaranty agreement, all executed on June 1, 1978 in connection with 7-3/8% Industrial Development Revenue Bonds, Series B, City of Cookeville, Tennessee........................................ + 4.3 Lease agreement, indenture of mortgage and agreement, lessee guaranty agreement, and letter of representation and indemnity agreement, all dated as of December 1, 1983 and executed in connection with the Industrial Development Revenue Bonds (1983 The Duriron Company, Inc. Project), Erie Company New York Industrial Development Agency were filed with the Commission as Exhibit 4.4 to the Company's Report on Form 10-K for the year ended December 31, 1983............................................ * 4.4 Form of Rights Agreement dated as of August 1, 1986 between The Duriron Company, Inc. and Bank One, Indianapolis, National Association, as Rights Agent was filed as an Exhibit to the Company's Form 8-A dated August 13, 1986..................................... * 4.5 Loan Agreement, dated as of March 19, 1987, between The Duriron Company, Inc. and Metropolitan Life Insurance Company, including the form of Promissory Note delivered in connection therewith, was filed with the Commission as Exhibit 7 to Company's Current Report on Form 8-K dated April 6, 1987.......................................... * </TABLE>
13 <TABLE> <CAPTION> LOCATED AT MANUALLY NUMBERED PAGE ------------- <S> <C> <C> 4.6 The Credit Agreement between The Duriron Company, Inc. and Bank One, Dayton, N.A., dated as of November 30, 1989............ + 4.7 Interest Rate and Currency Exchange Agreement between the Company and Barclays Bank dated November 17, 1992 PLC in the amount of $25,000,000 was filed as Exhibit 4.9 to Company's Report of Form 10-K for year ended December 31, 1992......... * 4.8 Loan Agreement in the amount of $25,000,000 between the Company and Metropolitan Life Insurance Company dated November 12, 1992 was filed as Exhibit 4.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 .... * 4.9 Revolving Credit Agreement between the Company and Fifth Third Bank dated November 23, 1992 in the amount of $10,000,000 ... + 4.10 Revolving Credit Agreement between the Company and First of America Bank - Michigan, N.A. in the amount of $20,000,000 and dated August 22, 1995......................................................... + (10) MATERIAL CONTRACTS: (See Footnote "a") 10.1 The Duriron Company, Inc. Incentive Compensation Plan (the "Incentive Plan") for Senior Executives, as amended and restated effective January 1, 1994, was filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993............ * 10.2 Amendment No. 1 to the Incentive Plan was filed as Exhibit 10.2 to the Company'Annual Report on Form 10-K for the year ended December 31, 1995..................................................... * </TABLE>
14 <TABLE> <CAPTION> LOCATED AT MANUALLY NUMBERED PAGE ------------- <S> <C> <C> 10.3 The Duriron Company, Inc. Supplemental Pension Plan for Salaried Employees was filed with the Commission as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1987............................. * 10.4 The Duriron Company, Inc. amended and restated Director Deferral Plan was filed as Attachment A to the Company's definitive 1996 Proxy Statement filed with the Commission on March 10, 1996.. * 10.5 Form of Employment Agreement ("Employment Agreement") between The Duriron Company, Inc. and each of the current officers was filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for year ended December 31, 1992....................................... * 10.6 Form of Amendment No. 1 to Employment Agreement was filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995............................................. * 10.7 The Duriron Company, Inc. First Master Benefit Trust Agreement dated October 1, 1987 was filed as Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 1987..... * 10.8 Amendment #1 to the first Master Benefit Trust Agreement dated October 1, 1987 was filed as Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993............... * 10.9 Amendment #2 to First Master Benefit Trust Agreement was filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993.................................. * 10.10 The Duriron Company, Inc. Second Master Benefit Trust Agreement dated October 1, 1987 was filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 1987..... * </TABLE>
15 <TABLE> <CAPTION> LOCATED AT MANUALLY NUMBERED PAGE ------------- <S> <C> <C> 10.11 First Amendment to Second Master Benefit Trust Agreement was filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993..................... * 10.12 The Duriron Company, Inc. Long-Term Incentive Plan (the "Long-Term Plan"), as amended and restated effective November 1, 1993 was filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993.......................... * 10.13 Amendment No. 1 to the Long-Term Plan was filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995............................................. * 10.14 The Duriron Company, Inc. 1989 Stock Option Plan as amended and restated April 23, 1991 was filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 ......................................................... * 10.15 The Duriron Company, Inc. 1989 Restricted Stock Plan (the "Restricted Stock Plan") as amended and restated effective April 23, 1991, was filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 ....... * 10.16 Amendment #1 to the Restricted Stock Plan was filed as Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992....................................... * 10.17 Amendment #2 to the Restricted Stock Plan was filed as Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994....................................... * 10.18 Amendment #3 to the Restricted Stock Plan was filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995....................................... * </TABLE>
16 <TABLE> <CAPTION> LOCATED AT MANUALLY NUMBERED PAGE ------------- <S> <C> <C> 10.19 Amendment #4 to the Restricted Stock Plan was filed as Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995....................................... * 10.20 The Duriron Company, Inc. Retirement Compensation Plan for Directors ("Director Retirement Plan") was filed as Exhibit 10.15 on the Company's Annual Report to Form 10-K for the year ended December 31, 1988.............................. * 10.21 Amendment No. 1 to Director Retirement Plan was filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995........................... * 10.22 Reserved 10.23 The Company's Benefit Equalization Pension Plan ("Equalization Plan") was filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989...... * 10.24 Amendment #1 dated December 15, 1992 to the Equalization Plan was filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992................ * 10.25 The Company's Equity Incentive Plan as amended and restated effective July 21, 1995 was filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995............................................. * 10.26 Supplemental Pension Agreement between the Company and William M. Jordan dated January 18, 1993 was filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.......................... * </TABLE>
17 <TABLE> <CAPTION> LOCATED AT MANUALLY NUMBERED PAGE ------------- <S> <C> <C> 10.27 1979 Stock Option Plan, as amended and restated April 23, 1991, and Amendment #1 thereto dated December 15, 1992, was filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 ................... * 10.28 Deferred Compensation Plan for Executives was filed as Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 ..................................... * 10.29 Executive Life Insurance Plan of The Duriron Company, Inc. was filed as Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995......................... * 10.30 Executive Long-Term Disability Plan of The Duriron Company, Inc. was filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.................... * 10.31 Consulting Agreement between James S. Ware and Durametallic Corporation dated April 21, 1991 was filed as Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year end December 31, 1995............................................. * 10.32 Senior Executive Death Benefit Agreement between James S. Ware and Durametallic dated April 12, 1991 was filed as Exhibit 10.32 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995............................................ * 10.33 Executive Severance Agreement between James S. Ware and Durametallic Corporation dated January 6, 1994 was filed as Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995............................................ * </TABLE>
18 <TABLE> <CAPTION> LOCATED AT MANUALLY NUMBERED PAGE ------------- <S> <C> <C> 10.34 Agreement between James S. Ware and the Company dated September 11, 1995 was filed as Exhibit 10.34 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995............... * 10.35 Agreement and Plan of Merger Among The Duriron Company, Inc., Wolverine Acquisition Corporation and Durametallic Corporation, dated as of September 11, 1995 was filed as Annex A on the Form S-4 Registration Statement filed by the Company on September 11, 1995......................................... * 10.36 Split-Dollar Life Insurance Agreement between the Company and James S. and Sheila D. Ware Irrevocable Trust II signed March 6, 1996................................................ 19 (27) FINANCIAL DATA SCHEDULE 27.1 Financial Data Schedule (submitted for the SEC's information)................................................. 24 - --------------- "*" Indicates that the exhibit is incorporated by reference into this Annual Report on Form 10-K from a previous filing with the Commission. The Company's file number with the Commission is "0-325". "+" Indicates that the document relates to a class of indebtedness that does not exceed 10% of the total assets of the Company and subsidiaries and that the Company will furnish a copy of the document to the Commission upon request. "a" The documents identified under Item 10 include all management contracts and compensatory plans and arrangements required to be filed as exhibits. </TABLE>