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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993; or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to _______
Commission File Number 1-898
AMPCO-PITTSBURGH_CORPORATION
Incorporated in Pennsylvania I.R.S. Employer Identification
No. 25-1117717
600_Grant_Street,_Suite_4600,_Pittsburgh,_Pennsylvania _15219_
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 412/456-4400
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title_of_each_class _on_which_registered__
Common stock, $1 par value New York Stock Exchange
Philadelphia Stock Exchange
Series A Preference Stock New York Stock Exchange
Purchase Rights Philadelphia Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of March 18, 1994, 9,577,621 common shares were outstanding. The
aggregate market value of the voting stock of Ampco-Pittsburgh Corporation held
by non-affiliates (based upon the closing price of these shares on the New York
Stock Exchange) was approximately $70 million.
DOCUMENTS INCORPORATED BY REFERENCE: Parts I, II and IV of this report
incorporate by reference certain information from the Annual Report to
Shareholders for the year ended December 31, 1993.
PART I
ITEM_1_-_BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
Ampco-Pittsburgh Corporation (the "Corporation") was incorporated in
Pennsylvania in 1929. The Corporation currently operates four businesses which
manufacture engineered equipment: Buffalo Pumps, Inc. and Aerofin Corporation,
acquired in 1981, headquartered in North Tonawanda, New York and Lynchburg,
Virginia, respectively, and Union Electric Steel Corporation and New Castle
Industries, Inc., acquired in 1984, headquartered in Carnegie and New Castle,
Pennsylvania, respectively.
In 1993, the stock of Buffalo Forge Company, including its Canadian and
Mexican subsidiaries, was sold. Management believes that this sale
strengthened the Corporation's financial position against economic
uncertainties and that the Corporation can now concentrate on those companies
that are better positioned to deal with both domestic and international
business opportunities.
Through various wholly-owned subsidiaries, the Corporation also acquires
and sells investments in other companies. In 1993, Amersham International plc
acquired United States Biochemical Corporation, a small private company in
which the Corporation owned a 20% interest. As a result of that transaction,
the Corporation received cash and stock of Amersham. Since January 1, 1993 the
Corporation has sold a portion of its investment in Northwestern Steel and Wire
Company, a public company.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The sales and operating profit of the Corporation's only segment and the
identifiable assets attributable to it for the three years ended December 31,
1993 are set forth in Note 16 (Business Segment Information) on p. 15 of the
accompanying Annual Report which is incorporated herein by reference.
(c) NARRATIVE DESCRIPTION OF BUSINESS
The Corporation produces finned tube heat exchange coils and pumps for the
construction, electric utility, chemical processing and marine defense
industries, machine parts for the plastics industry and forged hardened steel
rolls for producers of cold rolled steel, aluminum and other metals. These
products are heavily dependent on engineering, principally custom designed and
are sold to sophisticated commercial and industrial users in the United States
and, to a lesser extent, in foreign countries.
No one customer's purchases were material to the Corporation. Contracts
that may be subject to renegotiation or termination are not material to the
Corporation. The Corporation's business is not seasonal but is subject to the
cyclical nature of the industries and markets served. For additional
information on the products produced and financial information about the
business, see pp. 2 through 4 and Note 16 on p. 15 of the accompanying Annual
Report which are incorporated herein by reference.
Raw_Materials
Raw materials are generally available from many sources and the Corporation
is not dependent upon any single supplier for any raw material. Certain of the
raw materials used by the Corporation have historically been subject to
variations in price. The Corporation generally does not purchase or arrange
for the purchase of raw materials significantly in advance of the time it
requires them.
Patents
While the Corporation holds some patents, trademarks and licenses, in the
opinion of management they are not material to the Corporation's business other
than in protecting the goodwill associated with the names under which its
products are sold.
Working_Capital
The Corporation maintains levels of inventory, which generally reflect its
normal requirements and are believed to reflect the practices of its
industries. Production is generally to custom order and requires inventory
levels of raw materials or semi-finished products with only a limited level of
finished products.
Backlog
The backlog of orders at December 31, 1993 was approximately $56,300,000
compared to a backlog for continuing operations of $64,700,000 at year end
1992. Most of those orders are expected to be filled in 1994.
Competition
The Corporation faces considerable competition from a large number of
companies. The Corporation believes, however, that it is a significant factor
in each of the principal markets which it serves.
Buffalo Pumps, Inc. produces a line of centrifugal pumps and competes with
many other producers. Competition is primarily based on quality, service,
price and delivery. Aerofin Corporation produces finned tube heat exchange
coils and competes in commercial and industrial markets with a broad product
line. There are several major competitors in these markets. Competition is
based on quality, service and price.
Union Electric Steel Corporation is considered the largest producer of
forged hardened steel rolls in the United States. In addition to several
domestic competitors, European and Japanese manufacturers also compete in both
the domestic and foreign markets. Quality, performance, service and price are
the most important factors in the industry. New Castle Industries primarily
produces machine parts for use in the plastics industry and competes with a
number of small regional companies.
Research_and_Development
The Corporation operates in mature industries and does not expend material
amounts for research and development. The activities that are undertaken are
primarily designed to improve existing products, reduce costs and adapt
products to specific customer requirements.
Environmental_Protection_Compliance_Costs
Expenditures for environmental control matters were not material in 1993
and such expenditures in 1994 are not expected to be material. However, with
increasing regulatory activity, such expenditures may increase.
Employees
In December, 1993, the Corporation had 924 active employees, of whom 333
were sales, executive, administrative, engineering and clerical personnel. All
production and craft employees are covered by negotiated labor agreements with
various unions. Two bargaining agreements covering 212 production employees
will expire in the remainder of 1994. A contract with the International Union
of Electronic Workers (IUE), which represents 131 hourly employees at Aerofin's
plant in Lynchburg, Virginia, expired on March 12, 1994 and a work stoppage is
currently in progress.
(d)FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES
The Corporation's only foreign operation is a manufacturing plant located
in Belgium that principally serves the European markets. For financial
information relating to foreign and domestic operations see Note 16 (Business
Segment Information) on p. 15 of the accompanying Annual Report which is
incorporated herein by reference.
ITEM_2_-_PROPERTIES
The Corporation is in one segment that produces engineered products. The
location and general character of the principal locations, all of which are
owned, are as follows:
Extent of
Utilization
Company and Principal Approximate Type of Based on
__Location__ ___Use____ Square_Footage Construction Normal_Capacity
Aerofin Corporation Manufacturing 146,000 on Brick 75%
4621 Murray Place facilities and 15.3 acres Concrete &
Lynchburg, VA 24506 offices Steel
Buffalo Pumps, Inc. Manufacturing 94,000 on Brick and 80%
874 Oliver Street facilities and 7 acres Cement
N. Tonawanda, NY 14120 offices Block
New Castle Industries, Manufacturing 81,600 on Sheet 70%
Inc. facilities and 18.5 acres Metal
1399 Countryline Road offices
New Castle, PA 16102
New Castle Industries, Manufacturing 31,000 Masonry 70%
Inc. facilities 5.3 acres Construction
925 Industrial Street with Steel
New Castle, PA 16102 Truss Roof
Union Electric Steel Manufacturing 186,000 on Steel 80%
Corporation plant 55 acres Sided
Route 18
Burgettstown, PA 15021
Extent of
Utilization
Company and Principal Approximate Type of Based on
__Location__ ___Use____ Square_Footage Construction Normal_Capacity
Union Electric Steel Manufacturing 153,000 on Steel 80%
Corporation facilities, 5 acres Sided
726 Bell Street offices and
Carnegie, PA 15106 plant
Union Electric Steel Manufacturing 75,000 on Steel 90%
Corporation facilities 20 acres Sided
U.S. Highway 30
Valparaiso, IN 46383
Union Electric Steel, Manufacturing 66,000 on Concrete 80%
N.V. facilities and 15 acres and Steel
Industrie Park offices
B-3980 Tessenderlo
Belgium
(1) The Corporation holds properties of discontinued operations for sale in
Monaca and Coraopolis, PA; Longview, TX; Putnam, CT; Plymouth, MI and
Chicago, IL.
(2) The Corporate office space is leased as are domestic sales offices. All of
the owned facilities are adequate and suitable for their respective
purposes. There were no facilities idled during 1993.
(3) Normal capacity is defined as capacity under approximately normal
conditions during 1993. Allowances were made for unavoidable
interruptions, such as lost time for repairs, maintenance, breakdowns,
set-up, failure, supply delays, labor shortages and absences, Sundays,
holidays, vacation, inventory taking, etc. The number of work shifts were
also taken into consideration.
ITEM_3_-_LEGAL_PROCEEDINGS
The Corporation has been involved in various claims and lawsuits incidental
to its business. In the opinion of management, the Corporation has meritorious
defenses in those cases and believes that, in the aggregate, any liability will
not have a material effect on the financial position of the Corporation.
Three lawsuits were commenced in May, 1991 against the Corporation and its
subsidiary, Vulcan, Inc. ("Vulcan"), arising out of the filing of a petition
under Chapter 11 of the United States Bankruptcy Code in October, 1990 by
Valley-Vulcan Mold Company (the "Partnership"), a 50/50 partnership formed in
September, 1987 between Vulcan and Valley Mould Corporation, a subsidiary of
Microdot, Inc. Microdot and Valley are unrelated to the Corporation and are
also defendants in the lawsuits. The Partnership acquired the ingot mold
businesses of each of the partners. On June 10, 1993, Microdot also filed a
Petition under Chapter 11 of the United States Bankruptcy Code.
Dillon,_et_al_v._Ampco-Pittsburgh_Corporation,_Vulcan,_Inc.,_Microdot,_Inc.
and_Valley_Mould_Corporation. This purported class action was brought in
the United States District Court for the Northern District of Ohio by
certain retired and former salaried employees who had worked at plants
formerly operated by Microdot and, as to certain plaintiffs, who continued
with the Partnership. Plaintiffs sought the continuation of health
insurance and other employee benefits, and to compel the defendants to make
payments to certain pension plans sufficient to assure full payment of
benefits. The complaint did not specify the amount of the claimed
damages.
In 1993, a settlement was reached among the plaintiffs and the Corporation,
Vulcan and the Partnership which is more fully described in the
Corporation's quarterly reports on Form 10-Q filed in 1993. On December
14, 1993, the Bankruptcy Court authorized payment of $133,000 from the
Partnership's estate for the benefit of the Settlement Class, which funds
were subject to the Corporation's liens. Payment has been made in
accordance with the settlement.
Andras,_et_al_v._Ampco-Pittsburgh_Corporation,_Vulcan,_Inc.,_Microdot,
Inc.,_Valley_Mould_Corporation_and_Valley-Vulcan_Mold_Company. This
purported class action was brought in the United States District Court for
the Northern District of Ohio by the United Steelworkers of America
("USW"), the International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America ("UAW"), UAW Local 758, and
certain retired and former hourly employees. The plaintiffs brought the
action on behalf of employees who worked at plants formerly operated by
Microdot, plants formerly operated by Vulcan, and, as to some of these
employees, who continued to work for the Partnership. The plaintiffs
sought to compel defendants to provide health insurance and other employee
benefits and to make payments to certain pension plans. Plaintiffs did not
specify the amounts of damages they sought.
This action was also settled as described in the Corporation's quarterly
reports on Form 10-Q filed in 1993. On January 11, 1994, following notice
and a hearing, the District Court entered an Order approving the fairness
and adequacy of the allocations of the $500,000 settlement amount to the
USW Settlement Class. Payment was made in March, 1994.
Official_Unsecured_Creditors'_Committee_of_Valley-Vulcan_Mold_Company_v.
Microdot,_Inc.,_Valley_Mould_Corporation,_Ampco-Pittsburgh_Corporation_and
Vulcan,_Inc. The plaintiff, allegedly on behalf of the debtor
Partnership, filed the Adversary Proceeding in the United States Bankruptcy
Court for the Northern District of Ohio against Microdot, Valley, Vulcan
and the Corporation, seeking to set aside the Corporation's liens on the
Partnership's assets, to hold all defendants liable for the debts of the
Partnership, and return of all money received by any of the defendants from
the Partnership and out of the proceeds of a loan to the Partnership by a
third-party lender, alleged to be at least $9.35 million. The
Corporation's liens secure a guaranty that it was required to give with
respect to a Vulcan obligation that was assumed by the Partnership, and a
$500,000 loan made to the Partnership.
The trial of this lawsuit was held the week of October 4, 1993 and
post-trial briefs have been filed. The Court has not yet rendered its
decision.
The Corporation is also involved in certain environmental proceedings. The
River Road Landfill in Mercer County, Pennsylvania was used by Greenville Steel
Car Company ("GSCC") when it was an operating subsidiary. GSCC has been
designated as a Potentially Responsible Party ("PRP") along with several other
companies. Waste Management, the owner of the site, has alleged that GSCC is
liable for approximately $200,000 of the cleanup cost. The PRPs are continuing
to negotiate and to date no settlement has been reached.
There are various other environmental proceedings, which all involve
discontinued operations. In some of those proceedings, the Corporation has
been designated as a PRP. However, the Corporation believes that in each
instance it is either a de minimis participant based on information known to
date and the estimated quantities of waste at these sites and/or that it is
entitled to indemnity from the successors of the operations alleged to be
involved.
ITEM_4_-_SUBMISSION_OF_MATTERS_TO_A_VOTE_OF_SECURITY_HOLDERS
No matter was submitted to a vote of security holders during the fourth
quarter.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
_________MATTERS_____________________________________________________
The information called for by this item is set forth on p. 20 of the Annual
Report to Shareholders for the year ended December 31, 1993 which is
incorporated herein by reference.
ITEM_6_-_SELECTED_FINANCIAL_DATA
The information called for by this item is set forth on p. 20 of the Annual
Report to Shareholders for the year ended December 31, 1993 which is
incorporated herein by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
__________RESULTS_OF_OPERATION__________________________________________
The information called for by this item is set forth on pp. 16 through 18
of the Annual Report to Shareholders for the year ended December 31, 1993
which are incorporated herein by reference.
ITEM_8_-_FINANCIAL_STATEMENTS_AND_SUPPLEMENTARY_DATA
The information called for by this item is set forth on pp. 5 through 15
and pp. 19 and 20 of the Annual Report to Shareholders for the year ended
December 31, 1993 which are incorporated herein by reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
__________FINANCIAL_DISCLOSURE___________________________________________
There were none.
PART III
ITEM_10_-_DIRECTORS_and_EXECUTIVE_OFFICERS
(a) IDENTIFICATION OF DIRECTORS
Name, Age, Tenure as a Director, Position with the Corporation (1), Principal
Occupation, Business Experience Past Five Years, and Other Directorships in
Public_Companies_____________________________________________________________
Louis Berkman (age 85, Director since 1960; current term expires in 1996).
Chairman of the Executive Committee of the Corporation for more than five
years. He is also President and a director of The Louis Berkman Company (steel
products, fabricated metal products, building and industrial supplies). (2)(4)
Marshall L. Berkman (age 57, Director since 1970; current term expires in
1995). He has been Chairman of the Board of Directors and Chief Executive
Officer of the Corporation for more than five years. He is also an officer and
director of The Louis Berkman Company. (2)
Robert A. Paul (age 56, Director since 1970; current term expires in 1994). He
has been President and Chief Operating Officer of the Corporation for more than
five years. He is also an officer and director of The Louis Berkman Company
and a director of Integra Financial Corporation. (N)(2)
William D. Eberle (age 70, Director since 1982; current term expires in 1994).
He is a private investor and consultant and is Chairman of Manchester
Associates, Ltd. and Showscan, Inc. He is also a director of Mitchell Energy &
Development Co., America Service Group and Fiberboard Corporation, and was
Special Representative for Trade Negotiations with the rank of Ambassador.
(N)(3)(4)
William P. Hackney (age 69, Director since 1979; current term expires in 1996).
For more than five years prior to 1992 he had been a partner in the law firm of
Reed Smith Shaw & McClay. As of January 1, 1992, he retired and became of
counsel to the law firm. (3)
Alvin G. Keller (age 84, Director since 1961; current term expires in 1995).
He is a private investor who, prior to his retirement, served as a Vice
President of Mellon Bank, N.A. (2)(3)(4)
Carl H. Pforzheimer, III (age 57, Director since 1982; current term expires in
1996). For more than five years he has been Managing Partner of Carl H.
Pforzheimer & Co. (member of the New York and American Stock Exchanges). (3)
Ernest G. Siddons (age 60, Director since 1981; current term expires in 1995).
He has been Senior Vice President Finance and Treasurer of the Corporation for
more than five years. (2)
_______________
(N) Nominee for election at the Annual Meeting of Shareholders to be held on
April 26, 1994.
(1) Officers serve at the discretion of the Board of Directors.
(2) Member of Executive Committee.
(3) Member (or alternate member) of Audit Committee.
(4) Member of Salary Committee.
Mr. Siddons is an executive officer of Valley-Vulcan Mold Company, a
partnership that filed for bankruptcy in October 1990. He also serves as a
director and officer of Vulcan, Inc., a wholly-owned subsidiary of the
Corporation, which is a 50% general partner in Valley-Vulcan. The other 50%
general partner is unrelated to the Corporation.
(b) IDENTIFICATION OF EXECUTIVE OFFICERS
In addition to Marshall Berkman, Louis Berkman, Robert A. Paul and Ernest
G. Siddons (see "Identification of Directors" above) the following are also
Executive Officers of the Corporation:
Name, Age, Position with the Corporation (1), Business Experience Past
Five_Years______________________________________________________________
Rose Hoover (age 38). Secretary of the Corporation since December, 1990. For
more than five years before 1990, she was a Legal Assistant for the
Corporation.
Robert F. Schultz (age 46). Vice President Industrial Relations and Senior
Counsel of the Corporation since December, 1990. From January, 1987 to
December 1990 he was Director of Industrial Relations.
_______________
(1) Officers serve at the discretion of the Board of Directors and none of the
listed individuals serve as a director of a public company.
(c)IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES
None.
(d) FAMILY RELATIONSHIPS
Louis Berkman is the father of Marshall L. Berkman and the father-in-law of
Robert A. Paul. There are no other family relationships among the Directors
and Officers.
EXECUTIVE COMPENSATION
The following table sets forth certain information as to the total
remuneration received for the past three years by the five most highly
compensated executive officers of the Corporation, including the Chief
Executive Officer (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
Annual Compensation
____________________________________________________________________
(a) (b) (c) (d)
Name and
Principal Salary Bonus
Position_ Year __($)_ _($)_
Marshall L. Berkman 1993 $250,000 $ 0
Chairman and Chief 1992 250,000 0
Executive Officer 1991 231,250 16,750
Robert A. Paul 1993 232,000 0
President and Chief 1992 232,000 0
Operating Officer 1991 213,250 16,750
Ernest G. Siddons 1993 214,000 0
Senior Vice President 1992 214,000 0
Finance and Treasurer 1991 195,250 16,750
Robert F. Schultz 1993 120,250 0
Vice President 1992 113,333 0
Industrial Relations 1991 88,000 6,800
and Senior Counsel
Sidney Wasser* 1993 110,750 0
Vice President 1992 110,750 0
and Controller 1991 100,500 8,000
_______________
*Mr. Wasser retired on January 15, 1994. In connection with that retirement,
he will receive supplemental payments totalling $55,400 in 1994.
(b) COMPENSATION PURSUANT TO PLANS
The Corporation has a tax qualified retirement plan applicable to the
Executive Officers, to which the Corporation makes annual contributions in
amounts determined by the Plan's actuaries. The Plan does not have an offset
for Social Security and is fully paid for by the Corporation. Under the Plan,
employees become fully vested after five years of participation and normal
retirement age under the Plan is age 65 but actuarially reduced benefits may be
available for early retirement at age 55. The benefit formula is 1.1% of the
highest consecutive five year average earnings in the final ten years, times
years of service.
The Corporation adopted a Supplemental Executive Retirement Plan (SERP) in
1988, for all officers listed in the compensation table and certain key
employees, covering retirement after completion of ten years of service and
attainment of age 55. The combined retirement benefit at age 65 provided by
the Plan and the SERP is 50% of the highest consecutive five year average
earnings in the final ten years of service. The participants are eligible for
reduced benefits for early retirement at age 55. A benefit equal to 50% of the
benefit otherwise payable at age 65 is paid to the surviving spouse of any
participant, who has had at least five years of service, commencing on the
later of the month following the participant's death or the month the
participant would have reached age 55. In addition, there is an offset for
pensions from other companies. Certain provisions, applicable if there is a
change of control, are discussed below under Termination of Employment and
Change of Control Arrangement.
The following shows the annual pension that would be payable, without
offset, under the Plan and the SERP to the individuals named in the compensa-
tion table assuming continued employment to retirement at age 65, but no change
in level of compensation:
Marshall L. Berkman $125,000
Robert A. Paul $116,000
Ernest G. Siddons $107,000
Robert F. Schultz $ 60,125
Sidney Wasser $ 55,375
(c) COMPENSATION OF DIRECTORS
In 1993, each Director who was not employed by the Corporation received
$1,500 for each Board meeting, and $250 for each Committee meeting attended.
In 1994, each Director who is not employed by the Corporation will receive
$2,000 for each Board meeting attended and $500 for each Committee meeting
attended. Directors will receive one-half of those amounts if not in
attendance or if participation is by telephonic connection.
(d) TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
The Chairman, President, and Senior Vice President Finance have two year
contracts (which automatically renew for one year periods unless the
Corporation chooses not to extend) providing for compensation equal to five
times their annual compensation (with a provision to gross up to cover the cost
of any federal excise tax on the benefits) in the event their employment is
terminated (including a voluntary departure for good cause) and the right to
equivalent office space and secretarial help for a period of one year after a
change in control. In addition, the remainder of the officers named in the
compensation table and certain key employees have two year contracts providing
for three times their annual compensation in the event their employment is
terminated after a change in control (including a voluntary departure for good
cause). Both types of contracts provide for the continuation of employee
benefits, for three years for the three senior executives and two years for the
others, and the right to purchase the leased car used by the covered individual
at the Corporation's then book value. The same provisions concerning change in
control that apply to the contracts apply to the SERP and vest the right to
that pension arrangement. A change of control triggers the right to a lump sum
payment equal to the present value of the vested benefit under the SERP.
(e) SALARY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
A Salary Committee is appointed each year by the Board of Directors.
Committee members abstain from voting on matters which involve their own
compensation arrangements. The Salary Committee for the year 1993 was
comprised of three Directors: Louis Berkman, Alvin G. Keller and William D.
Eberle.
Louis Berkman is an employee of the Corporation and Chairman of the
Executive Committee of the Board of Directors. He is also the President and a
Director of The Louis Berkman Company. The Corporation's Chief Executive
Officer and President are also officers and directors of The Louis Berkman
Company.
The Louis Berkman Company and William D. Eberle had certain transactions
with the Corporation which are more fully described under "Certain
Relationships and Related Transactions."
(f) SALARY COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Salary Committee approves salaries for executive officers within a
range from $150,000 up to $200,000 and increases in the salary of any executive
officer, which would result in such officer earning a salary within such range.
Salaries of $200,000 per year and above must be approved by the Board
of Directors or its Executive Committee after a recommendation by the Salary
Committee. Salaries for executive officers below the level of $150,000 are set
by the Chairman, President and Senior Vice President of the Corporation.
Bonuses are discretionary and determined in the same manner as set forth above.
All executive compensation is reviewed by the Salary Committee at intervals
ranging between twelve and twenty-four months.
The compensation of the Chief Executive Officer of the Corporation, as well
as the other applicable executive officers, is based on an analysis conducted
by the Salary Committee in 1992 and reviewed and, to the extent provided above,
approved by the Board of Directors. The Committee does not specifically link
remuneration solely to quantitative measures of performance because of the
cyclical nature of the industries and markets served by the Corporation. In
setting compensation, the Committee also considers various qualitative factors,
including competitive compensation arrangements of other companies within
relevant industries, individual contributions, leadership ability and an
executive officer's overall performance. In this way, it is believed that the
Corporation will attract and retain quality management, thereby benefitting the
long-term interest of shareholders.
In 1993, there were no changes in salary of persons who need approval of
the Salary Committee.
This report of the Salary Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this 10-K report
into any filing under the Securities Act of 1933 or under the Securities
Exchange Act of 1934, except to the extent that the Corporation specifically
incorporates this report and the information contained herein by reference, and
shall not otherwise be deemed filed under such Acts.
Louis Berkman
William D. Eberle
Alvin G. Keller
(g) STOCK PERFORMANCE GRAPH
Comparative Five-Year Total Returns*
Ampco-Pittsburgh ("AP"), S&P 500, Peer Group
(Performance results through 12/31/93)
[GRAPH APPEARS HERE]
Measurement period S&P 500 Peer Group
(Fiscal year covered) AP Index Index
- - --------------------- -- ----- -----------
Measurement PT -
12/31/88 $100 $100 $100
FYE 12/31/89 $87.06 $131.49 $86.38
FYE 12/31/90 $51.32 $127.32 $60.81
FYE 12/31/91 $62.99 $166.21 $59.27
FYE 12/31/92 $76.30 $179.30 $64.55
FYE 12/31/93 $61.79 $197.23 $78.36
Assumes $100 invested at the close of trading on the last trading day preceding
January 1 of the fifth preceding fiscal year in AP common stock, S&P 500, and
Peer Group.
*Cumulative total return assumes reinvestment of dividends.
In the above graph, the Corporation has used Value Line's Metals: Steel,
Integrated Industry for its peer comparison. The diversity of products
produced by subsidiaries of the Corporation made it difficult to match to any
one product-based peer group. The Steel Industry was chosen because it is
impacted by some of the same end markets that the Corporation ultimately
serves, such as the automotive, appliance and construction industries.
Historical stock price performance shown on the above graph is not
necessarily indicative of future price performance.
ITEM_12_-_SECURITY_OWNERSHIP_OF_CERTAIN_BENEFICIAL_OWNERS_AND_MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 8, 1994, Louis Berkman owned directly 159,388 shares (1.66%) of
the Common Stock of the Corporation. As of the same date, The Louis Berkman
Company, P. O. Box 576, Steubenville, OH 43952 owned beneficially and of
record 1,626,089 shares (16.98%) of the Common Stock of the Corporation. Louis
Berkman, an officer and director of The Louis Berkman Company, owns directly
63.66% of its common stock. Marshall L. Berkman, an officer and director of
The Louis Berkman Company, owns directly 18.17% of its common stock. Robert A.
Paul, an officer and director of The Louis Berkman Company, disclaims
beneficial ownership of the 18.17% of its common stock owned by his wife.
The Corporation has received two Schedules 13G filed with the Securities
and Exchange Commission disclosing that as of December 31, 1993 Norwest
Corporation, Sixth & Marquette, Minneapolis, MN 55479 (in various fiduciary and
agency capacities) owned 1,611,325 shares or 16.8% and that C.S. McKee & Co.,
Inc., One Gateway Center, Pittsburgh, PA 15222, owned 611,050 shares or 6.38% of
the Corporation's common stock. On June 7, 1989, GAMCO Investors, Inc. and
affiliates, Corporate Center at Rye, Rye, NY 10580, filed a Schedule 13D
showing they owned 1,872,875 shares or 19.55% and no further filings have been
made.
(b) SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of March 8, 1994 information concerning
the beneficial ownership of the Corporation's Common Stock by the Directors and
Named Executive Officers and all Directors and Executive Officers of the
Corporation as a group:
Name of Amount and nature of Percent
beneficial_owner beneficial_ownership of_class
Louis Berkman 1,785,477(1)(2) 18.6
Robert A. Paul 56,656(3) .6
Marshall L. Berkman 42,000(4) .4
Alvin G. Keller 9,753(5) .1
Carl H. Pforzheimer, III 2,733(6) *
Ernest G. Siddons 1,833(7) *
William P. Hackney 433 *
William D. Eberle 200 *
Robert F. Schultz 200(7) *
Sidney Wasser 4,000(7) *
Directors and Executive
Officers as a group
(11 persons) 1,903,285(8) 19.9
_______________
*less than .1%
(1) Includes 159,388 shares owned directly and 1,626,089 shares owned by The
Louis Berkman Company.
(2) The Louis Berkman Company owns beneficially and of record 1,626,089 shares
of the Corporation's Common Stock (16.98%). Louis Berkman is an officer
and director of The Louis Berkman Company and owns directly 63.66% of its
common shares. Marshall L. Berkman, an officer and director of The Louis
Berkman Company, owns directly 18.17% of its common stock. Robert A. Paul,
an officer and director of The Louis Berkman Company, disclaims beneficial
ownership of the 18.17% of its common stock owned by his wife. The number
of shares shown in the table for Marshall L. Berkman and Robert A. Paul
does not include any shares held by The Louis Berkman Company.
(3) Includes 42,889 shares owned directly and 13,767 shares owned by his wife,
in which shares he disclaims beneficial ownership.
(4) Includes 40,500 shares owned directly and 1,500 shares owned by his wife,
in which shares he disclaims beneficial ownership.
(5) Includes 5,333 shares owned directly, 3,000 shares owned jointly with his
wife, and 1,420 shares owned by his wife, in which shares he disclaims
beneficial ownership.
(6) Includes 1,000 shares owned directly, 1,600 shares held by a trust of which
he is a principal beneficiary, and 133 shares held by his daughter, in
which shares he disclaims beneficial ownership.
(7) The shares are owned jointly with his wife.
(8) Excludes double counting of shares deemed to be beneficially owned by more
than one Director.
Unless otherwise indicated the individuals named have sole investment and
voting power.
(c) CHANGES IN CONTROL
The Corporation knows of no arrangements which may at a subsequent date
result in a change in control of the Corporation.
ITEM_13_-_CERTAIN_RELATIONSHIPS_AND_RELATED_TRANSACTIONS
In 1993 the Corporation bought industrial supplies from, and was paid for
administration services by, The Louis Berkman Company in transactions in the
ordinary course of business amounting to approximately $926,000. Additionally,
the disinterested members of the Board of Directors authorized the sale of a
life insurance policy (on a person not affiliated with the Corporation) owned
by the Corporation to The Louis Berkman Company for the cash surrender value of
approximately $92,000. Louis Berkman, Marshall L. Berkman and Robert A. Paul
are shareholders, officers or directors in that company. These transactions
and services were at prices generally available from outside sources.
Transactions between the parties will take place in 1994.
In 1989, certain subsidiaries of the Corporation and Tertiary, Inc., a
corporation owned by the children of William Eberle, formed three 50/50
partnerships, to manage, develop and operate hotel properties and a subsidiary
of the Corporation also invested as a limited partner in one of the operating
partnerships. In 1992, Tertiary purchased two of the 50/50 partnerships. In
1993, Tertiary paid the remaining $100,000 from such purchase. Also in 1993,
one of the limited partnerships accrued a fee of $31,000 payable to William
Eberle for his guarantee of a mortgage loan. At December 31, 1993, there were
promissory notes outstanding from certain of the partnerships to subsidiaries
of the Corporation totalling $880,000. These notes are due in 1994; however,
it is anticipated that the maturity dates will be extended.
PART IV
ITEM_14_-_EXHIBITS,_FINANCIAL_STATEMENT_SCHEDULES_AND_REPORTS_ON_FORM_8-K
(a) 1. FINANCIAL STATEMENTS
The consolidated financial statements, together with the report there-
on of Price Waterhouse, appearing on pp. 5 through 15 of the accompanying
Annual Report are incorporated by reference in this Form 10-K Annual Report.
2. FINANCIAL STATEMENT SCHEDULES
The following additional financial data should be read in conjunction
with the consolidated financial statements in the accompanying Annual Report.
Schedules not included with this additional financial data have been omitted
because they are not applicable or the required information is shown in the
financial statements or notes thereto.
Schedule Page
_Number_ Number
Index to Ampco-Pittsburgh Corporation
Financial Data F-1
Report of Independent Accountants F-2
Amounts Receivable from Related
Parties and Underwriters,
Promoters and Employees
Other Than Related Parties II F-3
Property, Plant and Equipment V F-5
Accumulated Depreciation of Property,
Plant and Equipment VI F-6
Short-Term Borrowings IX F-7
Supplementary Income Statement
Information X F-8
3. EXHIBITS
Exhibit No.
(3)Articles of Incorporation and By-laws
a. Restated Articles of Incorporation
Incorporated by reference to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1983
b.Amendments to Articles of Incorporation
Incorporated by reference to the Quarterly Report on Form 10-Q
for the quarter ended March 31, 1984, the Quarterly Report on
Form 10-Q for the quarter ended March 31, 1985 and the Quarterly
Report on Form 10-Q for the quarter ended March 31, 1987
c.Amended and Restated By-laws
Incorporated by reference to Form 8-K dated April 9, 1990
d. Amendment to By-laws
Incorporated by reference to the Annual Report on Form 10-K for
fiscal year ended December 31, 1990
(4)Instruments defining the rights of securities holders
a.Rights Agreement between Ampco-Pittsburgh Corporation and
Mellon Bank, N.A. dated as of November 1, 1988
Incorporated by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1988
b.Revolving Credit Agreement dated as of September 30, 1993
Incorporated by reference to the Quarterly Report on Form
10-Q for quarter ended September 30, 1993
(10)Material Contracts
a.Ampco-Pittsburgh Corporation Salaried Employees' Retirement
Plan
Incorporated by reference to the Annual Report on Form 10-K
for fiscal year ended December 31, 1983
Part IV; Item 14 - EXHIBITS (cont')
Exhibit No.
b.1988 Supplemental Executive Retirement Plan
Incorporated by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1988
c.Category 1 and 2 Severance Agreements between Ampco-Pittsburgh
Corporation and certain officers and employees of Ampco-Pittsburgh
Corporation
Incorporated by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1988
d.Guaranty of William D. and Jeffrey L. Eberle
Incorporated by reference to the Annual Report on Form 10-K
for fiscal year ended December 31, 1989
(13) Annual Report to Shareholders for the fiscal year ended December 31,
1993
(21)Significant Subsidiaries
(b) Reports_on_Form_8-K
No reports on Form 8-K were filed in the fourth quarter of 1993.
Note:With the exception of the Corporation's 1993 Annual Report to
Shareholders, none of the Exhibits listed in Item 14 are included with this
Form 10-K Annual Report. The Corporation will furnish copies of Exhibits
upon written request to the Secretary at the address on the cover of the
Form 10-K Annual Report accompanied by payment of $3.00 for each Exhibit
requested.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMPCO-PITTSBURGH CORPORATION
(Registrant)
March 21, 1994
By___s/Marshall_L._Berkman______________
Director, Chairman and Chief Executive
Officer - Marshall L. Berkman
By___s/Robert_A._Paul___________________
Director, President and Chief Operating
Officer - Robert A. Paul
By___s/Ernest_G._Siddons________________
Director, Senior Vice President Finance
and Treasurer (Principal Financial
Officer) - Ernest G. Siddons
By___s/Robert_J._Reilly_________________
Controller - Robert J. Reilly
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the regis-
trant, in their capacities as Directors, as of the date indicated.
March 21, 1994 By___s/Louis_Berkman____________________
Louis Berkman
By___s/William_P._Hackney_______________
William P. Hackney
By___s/Alvin_G._Keller__________________
Alvin G. Keller
By___s/William_D._Eberle________________
William D. Eberle
By___s/Carl_H._Pforzheimer,_III_________
Carl H. Pforzheimer, III
INDEX_TO_AMPCO-PITTSBURGH_CORPORATION_FINANCIAL_DATA
Schedule Page
_Number_ Number
Index to Ampco-Pittsburgh Corporation Financial Data F-1
Report of Independent Accountants F-2
Amounts Receivable from Related Parties and
Underwriters, Promoters and Employees
Other Than Related Parties II F-3
Property, Plant and Equipment V F-5
Accumulated Depreciation of Property, Plant
and Equipment VI F-6
Short-Term Borrowings IX F-7
Supplementary Income Statement Information X F-8
F-1
Report_of_Independent_Accountants_on
Financial_Statement_Schedules
To the Board of Directors of
Ampco-Pittsburgh Corporation
Our audits of the consolidated financial statements referred to in our
report dated February 18, 1994 appearing on page 5 of the 1993 Annual Report
to Shareholders of Ampco-Pittsburgh Corporation, (which report and
consolidated financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the Financial
Statement Schedules listed in Item 14(a)2 of this Form 10-K. In our
opinion, these Financial Statement Schedules present fairly, in all material
respects, the information set forth therein when read in conjunction with
the related consolidated financial statements.
PRICE WATERHOUSE
600 Grant Street
Pittsburgh, PA 15219
February 18, 1994
F-2
AMPCO-PITTSBURGH_CORPORATION
SCHEDULE_II_-_AMOUNTS_RECEIVABLE_FROM_RELATED_PARTIES
_Column_B_ ___________Column_D_________
Balance at Deductions __________Column_E_________
___Column_A___ Beginning _Column_C Amounts Amounts Balance_at_end_of_period
Name_of_Debtor of_Period Additions Collected Written_Off Current Not_Current
Year_ended_December_31,_1993
Tertiary, Inc.(1) $ 100,000 $ -0- $ 100,000 $ -0- $ -0- $ -0-
T.A.L.P.(3) $ 905,000 $ -0- $ 25,000 $ -0- $ -0- $ 880,000
Year_ended_December_31,_1992
Tertiary, Inc.(1) $ -0- $ 100,000 $ -0- $ -0- $ 100,000 $ -0-
Tertiary, Inc.(2) $ 250,000 $ -0- $ 250,000 $ -0- $ -0- $ -0-
T.A.L.P.(3) $ 760,000 $ 145,000 $ -0- $ -0- $ -0- $ 905,000
Year_ended_December_31,_1991
Tertiary, Inc.(2) $1,000,000 $ -0- $ 750,000 $ -0- $ 250,000 $ -0-
T.A.L.P.(3) $ 325,000 $ 435,000 $ -0- $ -0- $ -0- $760,000
General - In 1989, a subsidiary of the Corporation and Tertiary, Inc., a corporation owned by the children of
William Eberle, a director of the Corporation, formed a 50/50 partnership, to manage, develop and
operate hotel properties in the northwestern part of the United States, generally through the formation
of other partnerships. Pursuant to the partnership agreement, other subsidiaries of the Corporation and
Tertiary, also in 1989, formed two 50/50 partnerships to act as general partner of operating
partnerships for specific hotel properties. A subsidiary of the Corporation also invested as a limited
partner in one of the operating hotel partnerships. In 1989, a subsidiary of the Corporation loaned
$1,000,000 to Tertiary, which was due on December 31, 1991, and for which the subsidiary received a
mortgage and a guaranty by William Eberle and his son, Jeffrey Eberle.
In addition to the receivable amount listed in the table above at December 31, 1993, the Corporation,
through its subsidiaries, still retains a 50% interest as a general partner and a 60% interest as a
limited partner in one hotel property with a carrying value of its investment of $442,000.
F-3
AMPCO-PITTSBURGH_CORPORATION
SCHEDULE_II_-_AMOUNTS_RECEIVABLE_FROM_RELATED_PARTIES
(continued)
Note 1 - On August 21, 1992, the Corporation sold a 50% general partnership interest to its 50% partner Tertiary,
Inc. The sale resulted in proceeds of $200,000 consisting of $100,000 in cash and a $100,000 promissory
note due August 21, 1993 with interest payable monthly at one percentage point over the prime rate. The
$100,000 promissory note was paid on its due date.
Note 2 - In 1991, the Corporation received payments against a $1,000,000 loan of: $227,500 in cash; $380,000 by
an assignment of a Tertiary, Inc. receivable (in the form of promissory notes) in one of the operating
partnerships and an assignment of Tertiary's limited partnership interest in that same operating
partnership of $142,500, leaving a balance of $250,000 which was paid in cash in February, 1992.
Note 3 - In 1990, the Corporation loaned $325,000 to Tukwila Associates Limited Partnership ("T.A.L.P."), to
finance construction of a hotel. During 1991 and 1992, an additional $200,000 was loaned and the
Corporation received $380,000 of notes by assignment from Tertiary, Inc. The notes received from
Tertiary, Inc. are guaranteed by William and Jeffrey Eberle and secured by the original mortgage on the
loan. Interest has been paid monthly on the notes at prime plus 2%.
In 1994 the interest rate on the notes will be increased by 2% to 10% and the maturity will be extended
until April 1, 1995. Repayment of the loans is anticipated either through sale of the hotel property or
future operating cash flow.
F-4
AMPCO-PITTSBURGH_CORPORATION
SCHEDULE_V_-_PROPERTY,_PLANT_AND_EQUIPMENT_(S-X_RULE_12-06)
__________Column_A__________ _Column_B_ _Column_C __Column_D_ _________Column_E__________ _Column_F_
Balance at Other (3) Balance at
Beginning Additions Sales or Translation Additions End of
_of_Period _at_Cost_ Retirements Adjustments (Deductions) __Period__
Year ended December 31, 1993
Land and land improvements $ 6,129,543 $ 63,649 $ (3,208,370) $ (462) $ (165,241) $ 2,819,119
Buildings 37,637,860 435,449 (20,030,908) (77,444) (1,571,697) 16,393,260
Machinery and equipment 114,242,857 2,742,337 (38,896,107) (566,904) 0 77,522,183
Construction in progress ___1,620,179 __(830,953)(1) ____(568,066) ____(21,192) __________0 _____199,968
(2)
Total $159,630,439 $2,410,482 $(62,703,451) $ (666,002) $(1,736,938) $ 96,934,530
Year ended December 31, 1992
Land and land improvements $ 6,185,643 $ 5,240 $ 0 $ (61,340) $ 0 $ 6,129,543
Buildings 37,738,048 202,760 0 (302,948) 0 37,637,860
Machinery and equipment 112,455,078 4,589,283 (1,621,494) (1,180,010) 0 114,242,857
Construction in progress ___3,001,674 (1,365,398)(1) ___________0 ____(16,097) __________0 ___1,620,179
Total $159,380,443 $3,431,885 $ (1,621,494) $ (1,560,395) $ 0 $159,630,439
Year ended December 31, 1991
Land and land improvements $ 6,373,632 $ 0 $ (190,303) $ 2,314 $ 0 $ 6,185,643
Buildings 37,316,670 419,995 (702) 2,085 0 37,738,048
Machinery and equipment 105,973,879 7,470,635 (977,496) (11,940) 0 112,455,078
Construction in progress ___3,691,882 __(683,675)(1) ___________0 _____(6,533) __________0 ___3,001,674
Total $153,356,063 $7,206,955 $ (1,168,501) $ (14,074) $ 0 $159,380,443
(1) Net change.
(2) Principally related to the sale of assets of discontinued operations.
(3) Principally reclassifications.
F-5
AMPCO-PITTSBURGH_CORPORATION
SCHEDULE_VI_-_ACCUMULATED_DEPRECIATION_OF_PROPERTY,_PLANT_AND_EQUIPMENT_(S-X_RULE_12-07)
__________Column_A__________ _Column_B_ _Column_C __Column_D_ _________Column_E___________ _Column_F_
(1)
Additions (3)
Balance at charged to Other Balance at
Beginning costs and Sales or Translation Additions End of
_of_Period Expenses_ Retirements Adjustments (Deductions) __Period__
Year ended December 31, 1993
Land improvements $ 1,497,423 $ 113,670 $ (584,482) $ 17 $ 0 $ 1,026,628
Buildings 13,592,538 913,618 (8,164,433) (38,718) (877,706) 5,425,299
Machinery and equipment __63,534,648 __5,206,936 _(28,614,938) ___(232,467) _________0 __39,894,179
(2)
Total $ 78,624,609 $ 6,234,224 $(37,363,853) $ (271,168) $ (877,706) $ 46,346,106
Year ended December 31, 1992
Land improvements $ 1,357,167 $ 148,863 $ 0 $ (9,969) $ 1,362 $ 1,497,423
Buildings 12,377,596 1,328,942 0 (114,000) 0 13,592,538
Machinery and equipment __58,924,014 __6,779,435 __(1,406,498) ___(760,941) ____(1,362) __63,534,648
Total $ 72,658,777 $ 8,257,240 $ (1,406,498) $ (884,910) $ 0 $ 78,624,609
Year ended December 31, 1991
Land improvements $ 1,206,118 $ 150,792 $ 0 $ 257 $ 0 $ 1,357,167
Buildings 11,071,554 1,303,509 (702) 3,234 0 12,377,595
Machinery and equipment __52,224,385 __7,331,974 ____(669,722) _____37,377 _________0 __58,924,014
Total $ 64,502,057 $ 8,786,275 $ (670,424) $ 40,868 $ 0 $ 72,658,776
(1) Includes depreciation for discontinued operations of $1,068,241 in 1993,
$3,173,355 in 1992 and $3,152,691 in 1991.
(2) Principally related to the sale of assets of discontinued operations.
(3) Principally reclassifications.
F-6
AMPCO-PITTSBURGH_CORPORATION
SCHEDULE_IX_-_SHORT-TERM_BORROWINGS_(S-X_RULE_12-10)
________Column_A________ __Column_B_ __Column_C___ __Column_D__ __Column_E_ __Column_F___
Maximum Average Weighted
amount amount average
Balance Weighted outstanding outstanding interest rate
Category of aggregate at end average during the during the during the
__short-term_borrowings_ _of_period_ interest_rate __period___ __period___ ___period____
(a) (b)
DECEMBER 31, 1993
Notes payable to banks $ -0- - $14,000,000 $ 3,644,167 4.38%
DECEMBER 31, 1992
Notes payable to banks $13,000,000 4.23% $15,000,000 $10,045,205 4.54%
DECEMBER 31, 1991
Notes payable to banks $14,500,000 5.25% $22,500,000 $16,510,959 6.49%
(a) Average amount outstanding during the period is computed by dividing the
total of daily outstanding principal balances by 360.
(b) Average interest rate for the year is computed by dividing the actual
short-term interest expense by the average short-term debt outstanding.
F-7
Schedule_X
AMPCO-PITTSBURGH_CORPORATION
SCHEDULE_X_-_SUPPLEMENTARY_INCOME_STATEMENT_INFORMATION_(S-X_RULE_12-11)
Column_A _______________Column_B_______________
Charged to costs and expenses
________Year_ended_December_31,_______
Items 1993 1992 1991
Maintenance and repairs (1) $ 6,272,377 $ 7,644,140 $7,926,760
Depreciation and amortization of
intangible assets, pre-operating
costs and similar deferrals * * *
Taxes, other than payroll and
income taxes * * *
Royalties * * *
Advertising costs * * *
(1) 1992 and 1991 include costs for operations sold in 1993.
*Less than 1% of total sales.
F-8