Amdura Corp – ‘10-K405’ for 12/31/94

As of:  Wednesday, 3/15/95   ·   For:  12/31/94   ·   Accession #:  950128-95-54   ·   File #:  1-05027

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Amdura Corp. 10-K405                                  50    244K 
 2: EX-11.1     Amdura Corp. 10-K405                                   2±     8K 
 3: EX-27.1     Amdura 10-K405                                         1      6K 

10-K405   —   Amdura Corp. 10-K405
Document Table of Contents

10-K405
1st Page of 50
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------- 

FORM 10-K 

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, 1994 

COMMISSION FILE NO. 1-5027

AMDURA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                                [Download Table]
                                                                               
              DELAWARE                                         41-0121800      
   (State or other jurisdiction of                           (I.R.S. Employer  
   incorporation or organization)                           Identification No.)

900 Main Street South, Suite 2A, Building B, Southbury, CT        06488        
     (Address of principal executive offices)                  (Zip code)      


Registrant's telephone number, including area code: (203) 262-0570

Securities registered pursuant to Section 12(b) of the Act: 

    Title of each class              Name of each exchange on which registered
    -------------------              -----------------------------------------
Common Stock, $.01 par value                 New York Stock Exchange        

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 as 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 the 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 ]                                             

The aggregate market value of the Common Stock, $.01 par value, held by   
non-affiliates of the registrant as of the close of business on February 28,    
1995, was $16,508,638 based on the closing sale price of the Common Stock on    
the New York Stock Exchange of $2 per share on such date.                       

Indicate by check mark whether the Registrant has filed all documents and 
reports required to be filed by Section 12, 13 or 15(d) of the Securities       
Exchange Act of 1934 subsequent to the distribution of securities under a plan  
confirmed by a court.  Yes       X            No                                
        ---                  ---
   The number of shares of the registrant's Common Stock, $.01 par
value, outstanding as of the close of business on February 28, 1995, was        
24,665,160.                                                                     

DOCUMENTS INCORPORATED BY REFERENCE 

Part III incorporates information by reference from Registrant's definitive     
Annual Meeting Proxy Statement, to be filed on or before  the 120th day after   
the end of Registrant's fiscal year (the "Proxy Statement").                    

10-K405
2nd Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 2nd
PART I

ITEM 1.  BUSINESS                                                               

       AMDURA Corporation, a Delaware corporation ("Amdura" or the "Company"),
through its subsidiaries, The Crosby Group, Inc., a Delaware corporation        
("Crosby") and The Harris Waste Management Group, Inc., a Delaware              
corporation ("Harris"), is a specialty manufacturer of products for the         
overhead lifting and waste recycling and disposal markets.  Amdura emerged from 
bankruptcy under Chapter 11 of the United States Bankruptcy Code (the           
"Bankruptcy Code") and its plan of reorganization, as amended and/or modified   
(the "Plan") and confirmed by the United States Bankruptcy Court for the        
District of Colorado (the "Bankruptcy Court"), became effective after the close 
of business on October 23, 1991 (the "Amdura Effective Date").  Pursuant to the 
Plan, Amdura was reorganized around Crosby and Harris, which were not included  
in Amdura's Chapter 11 filing and were not in bankruptcy.  See "Item 3.  Legal  
Proceedings" and Notes 1 and 2 of the Notes to Consolidated Financial           
Statements included in Item 8 hereof.                                           

PRODUCTS AND DISTRIBUTION                                                       

Crosby                                                                          

Crosby, headquartered in Tulsa, Oklahoma, designs and manufactures  
lifting equipment, hardware and accessories, including blocks, sheaves, hooks,  
shackles, turnbuckles, load binders and other fittings, for use with wire rope  
and chain.  Crosby's lifting equipment hardware is used in energy,              
construction, manufacturing, marine and transportation applications.  Products  
such as the Crosby ClipTM, Crosby(R) fittings, Lebus(R) load binders,           
McKissick(R) blocks, National Swage fittings and Bullard(R) hooks enjoy a       
reputation for unexcelled quality in their product categories.                  

 Crosby sells its products to authorized Crosby distributors through a
sales force of 28 territorial representatives.  Customers for Crosby products   
include original equipment manufacturers, sling fabricators and industrial      
supply houses.  Currently, Crosby sells its products to approximately 2,600     
distributors worldwide, of which approximately 70 percent are located in the    
United States.                                                                  

Harris                                                                          

     Harris, headquartered in Peachtree City, Georgia, is primarily engaged in
the manufacture and marketing of recycling and waste management equipment used  
in the plastic, waste paper, ferrous and non-ferrous scrap metal recycling      
industries and for solid waste disposal applications.  Harris' major products   
include large capacity, high-reduction balers (sold under the mark HRB(R)),     
used for materials recovery and solid waste disposal facilities; metal shears   
and balers, used for processing scrap steel; a line of small to medium capacity 
balers sold under the mark Selco(R) used for baling waste materials; and a line 
of balers sold under the mark Mosley(R) primarily to municipalities.  Harris    
also offers another related product line of high volume solid waste  transfer   
station compactors sold under the mark of Transpak(R).                          

     Harris sells its products directly and through a network of distributors.
A national sales force sells scrap steel recycling equipment directly to scrap  
processing companies.  The Amfab(R), HRB(R) and Selco(R) product lines are sold 
through a network of 21 distributors.  The distributors assist customers with   
the layout and installation of Harris machines as well as subsequent servicing  
requirements.                                                                   

1 

10-K405
3rd Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 3rd

Harris employs six regional sales managers to coordinate its relationships      
with distributors and to sell its product line of scrap steel recycling         
equipment.                                                                      

COMPETITION                                                                     

Crosby                                                                          

     Crosby is the world's leading manufacturer of forged fittings, blocks and
sheaves for use with wire rope and chain.  Crosby lifting and material handling 
hardware have applications in numerous industry segments, including the         
manufacturing, construction, marine, energy, transportation and government      
sectors.                                                                        

   Although no single company competes in all of its markets, Crosby faces
significant foreign and domestic competition.  In addition, effective marketing 
requires a significant inventory investment to support various equipment        
configurations and a custom product order capability, which requires special    
design engineers and forging equipment.                                         

     Crosby's principal methods of competition include the marketing of a full
line of products through a network of nonexclusive distributors with an         
emphasis on innovative product features, quality, safety and education.  Since  
Crosby's products are usually a critical component of the equipment used in its 
application, Crosby has developed a training program whereby its distributors   
and end users are educated in the proper use of its products.  In 1992, Crosby  
became the first American company in its industry to achieve ISO 9001           
certification, an international quality assurance program.                      

Harris                                                                          

     Harris is the largest manufacturer in the world of shears and balers used
in the scrap metal and waste handling, recovery and recycling industries.  In   
addition, Harris accounts for approximately 50 percent of total sales to the    
solid waste disposal and waste paper and materials recovery markets in the      
Western Hemisphere.                                                             

  The Company believes that Harris has three principal competitors.  The
increased emphasis on recycling and the demand for more efficient scrap         
handling and processing equipment has resulted in increased competition in      
recent years.  The markets for waste disposal products are primarily affected   
by the economic activity in the steel and the scrap metal industries and the    
secondary and solid waste processing markets.                                   

 Harris' principal methods of competition include the utilization of a
comprehensive distribution network and the frequent introduction of new product 
lines, sometimes using a new product development process that is driven by the  
customer.  Harris employs a sales force organized around product lines; uses    
interactive, real time accounting and manufacturing control systems; and        
maintains an extensive file system on every piece of equipment ever             
manufactured by Harris.  This system supports a high quality customer service   
level and provides for efficient sales of replacement parts.                    

2 

10-K405
4th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 4th
BACKLOG                                                                         

The Company estimates that its order backlog was approximately      
$52,333,000 ($8,246,000 at Crosby and $44,087,000 at Harris) and $20,395,000    
($6,639,000 at Crosby and $13,756,000 at Harris) at December 31, 1994 and 1993, 
respectively. Included in the December 31, 1994 backlog at Harris is an order   
of approximately $10,700,000 from the Defense Nuclear Agency.  Backlog consists 
of orders received that are believed to be firm but not yet shipped.  The       
Company expects that substantially all the December 31, 1994 backlog will be    
filled during 1995.                                                             

INVENTORY AND RAW MATERIALS PURCHASES                                           

     Principal raw materials and purchased components for the Company's Crosby
and Harris operations are obtained from numerous suppliers.  Raw materials      
include steel plate and bar stock, iron and steel castings and forgings.  These 
raw materials are readily available from multiple sources.  Purchased           
components include bearings, cylinders, hydraulic pumps and motors.  The        
Company's Crosby and Harris operations fabricate and machine a majority of the  
parts used in their respective operations.                                      

SIGNIFICANT CUSTOMERS                                                           

   No single distributor or end-user accounts for a significant portion of
Crosby's or Harris' gross sales.                                                

SEASONAL INFLUENCES                                                             

The Company's continuing manufacturing businesses generally are not 
subject to seasonal variances.                                                  

PATENTS AND TRADEMARKS                                                          

Crosby                                                                          

   Crosby has approximately 25 U.S. patents and patent applications and 39
corresponding foreign patents and applications.  Most are for unique fittings   
devices although certain are directed to block and sheave products.  Crosby     
expects to receive additional patents, primarily as a result of its custom      
manufacturing efforts.  Crosby owns a number of trademarks including those for  
the Crosby(R) name and for its McKissick(R), Crosby-Laughlin(R) and Lebus(R)    
products.  Crosby has several proprietary processes, including the technique    
for "roll-forging" sheaves.  Crosby aggressively defends its patents,           
trademarks and other intellectual properties.                                   

Harris                                                                          

   Harris has approximately 19 U.S. patents and patent applications.  Most
are for unique baling designs and shearing processes.  Harris expects to        
receive more patents as its research and development efforts continue.  Harris  
owns 12 trademarks, including the following:  HRB(R), Selco(R), Selco 2-Ram(R), 

3 

10-K405
5th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 5th
Mosley(R), Amfab(R) and Transpak(R).  Harris aggressively                       
defends its patents, trademarks and other intellectual properties.              

PRODUCT RESEARCH AND DEVELOPMENT                                                

The Company's research and development program consists of applied  
engineering in the improvement of existing products and development of new      
products.  Additional information required by this item is set forth in Note 15 
of the Notes to Consolidated Financial Statements included in Item 8 hereto.    

EMPLOYEES                                                                       

  The Company had approximately 1,535 employees as of December 31, 1994.
Of these, Crosby employed approximately 1,020 persons and Harris employed       
approximately 510 persons.  Crosby is a party to three collective bargaining    
agreements covering 600 North American employees which expire in 1995 and 1996. 
The Company believes that its employee relations are satisfactory.              

FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES                                

Information concerning the Company's sales, profitability and       
identifiable assets attributable to each of its geographic areas is set forth   
in Note 17 of the Notes to Consolidated Financial Statements included in Item 8 
hereof.                                                                         

ENVIRONMENTAL MATTERS                                                           

   The Company is subject to various federal, state and local requirements
for control of pollutants resulting from current operations and for remediation 
of the environmental effects of past practices in the management and disposal   
of industrial wastes, both at its facilities and at off-site locations.  These  
requirements are frequently revised, generally in a manner which broadens their 
application and/or increases their stringency.  The Company believes that it is 
in substantial compliance with those requirements applicable to its operations  
and that costs associated with such compliance will not have a material adverse 
effect on its consolidated financial position, results of operations, level of  
capital expenditures or competitive position.                                   

In recent years, the Company has received notices from certain      
environmental protection agencies and third parties claiming that the Company,  
alone or with other parties, is or may be a party responsible for action (or    
the cost of such action) to remediate environmental conditions alleged to exist 
at disposal sites on various properties or on properties of third parties.  See 
"Item 3. Legal Proceedings - Environmental Proceedings".  Although the          
financial impact on the Company from any such remedial actions cannot be        
determined until relevant procedures are completed and expense responsibilities 
are allocated among the parties involved, the Company does not believe that the 
costs thereof will have a material adverse effect on its consolidated financial 
position, results of operations, level of capital expenditures or competitive   
position.                                                                       

4 

10-K405
6th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 6th
ITEM 2.  PROPERTIES                                                             

The corporate offices of the Company are located at 900 Main Street 
South, Suite 2A, Building B, Southbury, Connecticut 06488.                      

 The facilities of the Company and of Crosby and Harris are of varying
ages and types of construction.  Management believes that all such facilities   
are adequate for the purposes for which they are being used.                    

   Crosby owns and operates five manufacturing facilities and owns two and
leases eight distribution centers.  The manufacturing facilities are located in 
Tulsa, Oklahoma; Longview, Texas; Jacksonville, Arkansas; Brampton, Ontario,    
Canada; and Putte, Belgium.  The distribution facilities are located in         
Arlington, Texas; Atlanta, Georgia; Chicago, Illinois; Harrisburg,              
Pennsylvania; Seattle, Washington; Los Angeles, California; Barnsley, U.K.;     
Brampton, Ontario, Canada; Putte, Belgium; and Paris, France.                   

     Harris owns and operates manufacturing facilities in Cordele, Georgia and
Baxley, Georgia and leases and operates manufacturing facilities in Woodburn,   
Oregon.  Harris leases its corporate headquarters, which is located in          
Peachtree City, Georgia.                                                        

ITEM 3.  LEGAL PROCEEDINGS                                                      

     Information concerning certain legal proceedings to which the Company and
its subsidiaries have been or are subject to is set forth below.  Additional    
information is set forth in Notes 1, 2 and 13 of the Notes to Consolidated      
Financial Statements included in Item 8 hereof.                                 

SECURITIES CLASS ACTIONS                                                        

In January 1990, an action styled Saul Jones, et al. vs. Amdura     
Corporation. et al., Case No 90-F-167 (the "Jones Complaint") was commenced in  
the United States District Court for the District of Colorado. This action      
purported to be brought on behalf of a class of all persons who purchased       
Amdura's old common stock during the "class period", December 27, 1988 through  
November 14, 1989, and alleged, under Section 10(b) and 2b(a) of the Securities 
Exchange Act of 1934, claims to the effect that Amdura's public business and    
financial disclosures were materially false or misleading during this period.   
The Jones complaint named Amdura and certain former directors as defendants. An 
action initially styled Amtax Company. et al. vs. Amdura Corporation. et al.,   
case No 90-F-500 (the "Amtax Complaint") in the same forum and based on similar 
legal theories, for the "class period" December 27, 1988 through March 19,      
1990, was commenced in March 1990 on behalf of holders of Amdura's old common   
stock and its old preferred stock, Series D. The Amtax Complaint named the same 
defendants and certain additional former Amdura directors as the Jones          
Complaint. Upon its 1990 filing of a petition for reorganization under Chapter  
11 of the United States Bankruptcy Code,  (see "Chapter 11 Proceedings", below) 
Amdura was severed from the Jones Complaint and the Amtax Complaint because of  
the automatic stay of actions pending against companies that file for           
bankruptcy. During the bankruptcy proceedings, both actions proceeded as to the 
individual defendants, and the plaintiffs and individual defendants             
subsequently reached a settlement agreement.                                    

5 

10-K405
7th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 7th
As a result of the consummation of the Plan, the plaintiffs' claims 
against Amdura were discharged, with their rights limited to distributions, if  
any, available to them under the Plan.  In this regard, prior to the            
confirmation of the Plan, the Bankruptcy Court disallowed the "class claims"    
filed by the plaintiffs against Amdura as part of the bankruptcy cases, thereby 
leaving the individual class representatives, as opposed to the entire class,   
as the only parties with possible claims against Amdura.                        

   The plaintiffs appealed the disallowance of such "class claims" as well
as the order of the Bankruptcy Court confirming the Plan.  On August 3, 1994,   
the United States District Court for the District of Colorado (the "District    
Court") issued an order reinstating the "class claims" which had been           
disallowed by the Bankruptcy Court. The order also purported to reverse the     
Bankruptcy Court's order confirming the Plan.  The effectiveness of this order  
was initially stayed.                                                           

On August 31, 1994, Amdura entered into a definitive Stipulation of 
Settlement with the representatives of the plaintiff class in the Jones and     
Amtax Complaints.  On November 22, 1994, the District Court approved the        
Stipulation of Settlement and dismissed the Jones and Amtax complaints;  and,   
on December 1, 1994, the Bankruptcy Court approved the withdrawal of the "class 
claims". Pursuant to the Stipulation of Settlement, Amdura will pay $500,000    
and issue 564,302 shares of its common stock in exchange for a full and final   
release of all claims under those complaints.  The Company anticipates the      
distribution of the settlement proceeds to holders of proved claims in 1995.    
Amdura recognized a one-time special charge of $1,875,000 in the third quarter  
of 1994 as a result of this settlement.                                         

ENVIRONMENTAL PROCEEDINGS                                                       

    Since its inception, Amdura and certain of its subsidiaries have engaged
in various manufacturing operations and have owned or operated a number of      
manufacturing facilities.  Amdura and these subsidiaries, including Crosby and  
Harris, are subject to environmental laws and regulations and, in the ordinary  
course of business, deal with various regulatory agencies concerning            
environmental issues that may arise in connection with their operations.        

    Prior to the filing of its petition in the Bankruptcy Proceeding, Amdura
and several of its subsidiaries were identified, generally by regulatory        
agencies, as potentially responsible parties with respect to the costs of       
remediating problems at various sites which Amdura or the subsidiary involved   
owned or operated or to which allegedly hazardous substances allegedly          
generated by Amdura or a subsidiary were alleged to have been transported.      

During the Bankruptcy Proceeding there were some sites for which no 
claims were filed, at other sites unsecured claims were filed and for certain   
sites both unsecured and administrative claims were filed.  With one exception, 
if no claim was filed in the Bankruptcy Proceeding, then Amdura's potential     
liability was discharged.  However, at the Portland Plant site, Amdura's        
obligations under an administrative order and consent were allegedly unaffected 
by the Bankruptcy Proceeding even though no claim was filed.  Pursuant to such  
order, Amdura complied with a request to monitor groundwater conditions until   
certain criteria were met.  The cost of such monitoring was minimal.  Payment   
of claims filed against the estate in the Bankruptcy Proceeding in connection   
with such sites is governed by the Plan.  Under the Plan, all of the unsecured  
claims remain solely the responsibility of the Amdura Liquidating Trust, and    
Amdura has no further liability to unsecured creditors for acts occurring prior 
to the date it filed its bankruptcy petition under the Bankruptcy Code.  With   
respect to administrative claims filed against the estate in the Bankruptcy     

6 

10-K405
8th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 8th

Proceeding, the Plan provides that all allowed administrative claims            
must be paid in full by Amdura.  At this point in Amdura's Bankruptcy           
Proceeding, all of the environmentally related administrative claims have been  
disallowed or settled in a manner that completely discharges Amdura from        
liability, except for the claims discussed below.                               

    Amdura settled the administrative claim filed by the Minnesota Pollution
Control Agency ("MPCA") with respect to the CAP/SKB Landfill by agreeing to     
perform certain remedial activities.  During 1994, Amdura disbursed $621,000 on 
remediation activities at this site, and completed the construction phase of    
the remediation.  According to the settlement with the MPCA, Amdura will        
perform monitoring activities at the site for two years after completion of the 
construction, after which time the MPCA will assume responsibility for          
monitoring activities.  The Company estimates that its costs to perform         
monitoring procedures will be approximately $200,000.                           

  Recent court decisions indicate that a discharge in bankruptcy may not
release the debtor from liabilities for environmental damages arising before    
the bankruptcy petition was filed.  In these cases, claims were allowed due to  
insufficient notice of the bankruptcy to surrounding landowners, residents,     
subsequent titleholders, etc., or due to regulatory agencies' ability to assert 
nondischargable claims pursuant to injunctive provisions.  It is the Company's  
position that remediation costs at sites which were subject to proper           
notification of its bankruptcy should be considered unsecured claims subject to 
discharge in its bankruptcy proceeding.  Also, court decisions have indicated   
that a debtor may be required to participate in an environmental site for       
damages which occurred prior to the filing of the bankruptcy but which were not 
identified until after the debtor's reorganization plan was confirmed.  Based   
on the limited number of such claims received since the effective date of the   
Plan, the Company believes that, if any such additional claims are asserted and 
adversely determined against the Company, there would be no material adverse    
effect on the Company's financial condition or results of operations as a       
result of such claims.                                                          

  Crosby has been identified as potentially responsible for the costs of
remediating environmental problems at five sites to which Crosby is alleged to  
have transported allegedly hazardous substances.  At two of such sites, Crosby  
has entered into agreements with appropriate environmental agencies and         
affected third parties pursuant to which it has already paid its identified     
share of the total remediation costs associated with the sites.  Based on the   
Company's knowledge of the status and total estimated cost of the remediation   
and of amounts that have been paid to date, the Company expects that any future 
cost to Crosby associated with these sites will be immaterial.  At two other of 
such sites, Crosby has made payments but its remaining liability has not been   
fixed, although based on past payments, any future obligations should not be    
material.  At the fifth of such sites, Crosby has been identified as a          
potential generator, but no requests for payments have been received, and there 
have been no communications regarding this site directed to Crosby for several  
years.                                                                          

ORDINARY LITIGATION INCIDENTAL TO THE BUSINESS                                  

   Amdura and its subsidiaries from time to time are presented with claims
arising out of their current and former manufacturing and other operations,     
including claims asserting personal injury arising out of the manufacture, sale 
and use of the products of those businesses based on various theories of        
recovery for products liability and for workers compensation.  Amdura believes  
these claims will not have a material impact on the financial position and      
results of operations of the Company.  Amdura and its subsidiaries vigorously   
defend all product liability claims, and believe that their products are safe   
and suitable for their intended uses.  Crosby and Harris also have implemented  
product information practices to further reduce their exposure to such          
contingent liabilities.  Amdura and/or its subsidiaries have comprehensive      
general liability insurance under various programs which may afford total or    
partial coverage for certain product claims.  Pre-petition claims identifying   
Amdura                                                                          

7 

10-K405
9th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 9th
and any of the other debtors as a defendant were subject to the                 
automatic stay under the Bankruptcy Code, and, to the extent provided therein,  
to discharge in bankruptcy.  Claims against Crosby and Harris and other         
non-bankrupt subsidiaries were not stayed and have not been affected by         
confirmation of the Plan.                                                       

   Under the terms of the agreement by which Amdura sold certain assets of
its crane businesses to The American Crane Corporation ("American Crane"),      
American Crane agreed to indemnify Amdura for certain liabilities of such       
businesses which might otherwise be asserted against Amdura.  Included among    
such liabilities are two environmental site matters and several product         
liability matters (including one group of a large number of related matters).   
If such indemnity were to become ineffective for any reason (including due to   
American Crane's financial condition), then the liabilities covered thereby     
could revert to Amdura.                                                         

CHAPTER 11 PROCEEDINGS                                                          

  Amdura and certain of its subsidiaries each filed a voluntary petition
for bankruptcy under Chapter 11 of the Bankruptcy Code with the Bankruptcy      
Court on April 2, 1990.  Amdura's Plan was confirmed by the Bankruptcy Court on 
September 19, 1991, and became effective on October 23, 1991.                   

    In connection with the Amdura bankruptcy cases (the "Bankruptcy Cases"),
the Bankruptcy Court entered a bar date order establishing January 10, 1991, as 
the date by which claimants or interest holders were required to have filed a   
proof of claim or interest in the bankruptcy cases, setting forth the nature    
and amount of that claim or interest.  Substantial claims were filed through    
the bar date in respect of the debtors' bankruptcy estates.  Generally, claims  
against Amdura and the other debtors fell into four categories:  priority and   
administrative claims, secured claims, unsecured claims (including certain      
contingent or unliquidated claims) and equity claims.                           

    As a result of the confirmation and consummation of the Plan pursuant to
the Bankruptcy Code, except as otherwise provided in the bankruptcy plan        
confirmation orders entered into in connection with the Bankruptcy Cases or the 
Bankruptcy Code, Amdura has been discharged of and from each and every debt (as 
the term "debt" is defined in the Bankruptcy Code) and claim that arose against 
Amdura before September 19, 1991.                                               

   There remains pending against Amdura one administrative claim for which
the parties have reached a settlement agreement subject to approval by the      
Bankruptcy Court.  Amdura has a liability recorded in its financial statements  
equal to the amount it will be required to pay pursuant to this settlement      
agreement.                                                                      

Parties holding claims that have been disallowed or ruled by the    
Bankruptcy Court to be unsecured may attempt to reassert their claims as        
administrative or priority claims, and some creditors may attempt to assert     
that their claims are not discharged and should continue as post-bankruptcy     
obligations of the Company.  Based on the limited number of such claims         
received since the effective date of the Plan, the Company believes that, if    
any such additional claims are asserted and adversely determined against the    
Company, there would be no material adverse effect on the Company's financial   
condition or results of operations as a result of such claims.                  

8 

10-K405
10th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 10th
OTHER LITIGATION INCIDENTAL TO THE BANKRUPTCY CASES                             

In March 1992, Amdura National Distribution Company (f/k/a Farwell, 
Ozmun, Kirk & Co.) ("Andco"), a liquidating estate and former subsidiary of     
Amdura which filed suit in a voluntary petition for bankruptcy at the same time 
as the Company, filed suit in the Bankruptcy Court against Amdura seeking the   
recovery of approximately $1,050,000 then held in Amdura's former concentration 
account with Continental Bank, N.A.  Such suit also requested the entry of a    
temporary restraining order and, after an appropriate hearing, a preliminary    
injunction enjoining Amdura's use of such funds until the ownership of such     
funds could be determined at a trial on the merits.  In the suit Andco alleges  
that based on certain pre-petition payments made by it into such account, such  
funds belong to it, and not to Amdura.  The Bankruptcy Court initially entered  
the temporary restraining order against Amdura, but following the preliminary   
injunction hearing the Bankruptcy Court dissolved the order.  In its opinion    
dated April 9, 1992, denying Andco's request for a preliminary injunction, the  
Bankruptcy Court noted that it was not substantially likely that Andco's claim  
would be successful on the merits at a full trial, which is a procedural        
finding required to be made by a court granting a preliminary injunction.       
Subsequent to the issuance of the Bankruptcy Court's opinion, Andco filed a     
motion requesting a stay to maintain the status quo pending appeal of the order 
denying the preliminary injunction.  Such motion was denied by the Bankruptcy   
Court at a hearing held on May 1, 1992 and by order dated May 9, 1992.          
Subsequent to that ruling, Andco filed a motion in the Federal District Court   
for the District of Colorado (the "District Court") requesting a stay of the    
Court's earlier ruling.  On October 20, 1992, the Bankruptcy Court's denial was 
sustained by the District Court by its denial of Andco's motion for leave to    
appeal.  On July 2, 1993, Amdura filed a motion for summary judgment.  Andco    
filed its response and cross-motion for summary judgment on July 26, 1993.  On  
September 13, 1993, the Bankruptcy Court issued its findings of fact and        
conclusions of law granting summary judgment in favor of Amdura and denying     
Andco's cross-motion for summary judgment.  On September 22, 1993 Andco         
appealed the Bankruptcy Court's Findings of Fact and Conclusions of Law which   
granted summary judgment in favor of Amdura to the District Court.  In          
December 1993, both Amdura and Andco filed briefs in connection with the        
appeal.  On April 11, 1994, the District Court issued a judgment for Amdura     
and against Andco, affirming the Bankruptcy Court's earlier decisions.  On May  
10, 1994, Andco appealed the District Court's judgment in the United States     
Court of Appeals for the Tenth Circuit, and, in September 1994, both Amdura and 
Andco filed briefs in the United States Court of Appeals for the Tenth Circuit. 
Amdura intends to continue its vigorous defense of its rights in this case.     

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    

Not applicable.                                                     

9 

10-K405
11th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 11th
PART II 

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER     
MATTERS                                                   

  The Company's Common Stock is listed for trading on the New York Stock
Exchange.                                                                       

   At February 15, 1995, 24,665,160 shares of Common Stock, par value $.01
per share (the "Common Stock") were issued and outstanding and held by          
approximately 2,200 holders of record.                                          

Since the Amdura Effective Date, the Company has not paid any cash  
dividends on the Common Stock.  The Company is allowed to pay dividends on the  
Common Stock, subject to restrictions under its loan agreements.                

   Additional information required by this item is in Note 18 of the Notes
to Consolidated Financial Statements included in item 8 hereto.                 

ITEM 6.    SELECTED FINANCIAL DATA                                              

                                                        [Enlarge/Download Table]

   (Dollars in thousands, except                                                                                           
   per share data)                                        SUCCESSOR COMPANY                        PREDESSOR COMPANY       
   ----------------------------------------------------------------------------------------    --------------------------  
                                         YEAR           YEAR          YEAR       TWO MONTHS     TEN MONTHS       YEAR      
                                         ENDED         ENDED          ENDED         ENDED         ENDED          ENDED     
                                     DECEMBER 31,   DECEMBER 31,  DECEMBER 31,  DECEMBER 31,  DECEMBER 31,   DECEMBER 31,  
                                         1994           1993          1992          1991           1991          1990      
                                     -----------    -----------   -----------    -----------   -----------    -----------  
                                                                                                                           
   INCOME STATEMENT DATA:                                                                                                  
     Operating revenues              $   145,159    $  129,769    $   127,250    $   19,919    $   125,760    $  158,928   

     Income (loss) from continuing                                                                                         
        operations before                                                                                                  
        extraordinary item           $     1,617    $    2,805    $   (18,052)   $   (1,624)   $    23,103(1) $  (17,036)  

     Net income (loss) from                                                                                                
       continuing operations, per                                                                                          
       common and common equivalent                                                                                        
       share                         $      0.06    $     0.11    $     (1.45)   $    (0.14)   $          (2) $         (2)

   BALANCE SHEET DATA                                                                                                      
     (AT PERIOD END):                                                                                                      
     Cash and cash equivalents       $     3,765    $    4,377    $     6,909    $    7,561    $     7,311    $    5,069   
     Working capital                 $    33,556    $   26,529    $    23,300    $   24,395    $    26,602    $   22,602   
     Total assets                    $   127,766    $  112,501    $   118,533    $  149,728    $   148,601    $  284,428   
     Long-term liabilities           $    33,367    $   34,855    $    36,692    $   61,685    $    62,344    $  393,309   
     Stockholders' capital                                                                                                 
        (deficit)                    $    54,562    $   46,420    $    46,102    $   39,092    $    40,500    $ (158,526)  
<FN>                                                                                                                       

(1)  Income from continuing operations for the ten months ended October                                                    
     31, 1991, was increased by $26,799,000 of fresh start adjustments and                                                 
     interest income, net of professional fees and other expenses related to the                                           
     Company's bankruptcy reorganization.                                                                                  

(2)  Net income (loss) per common share for the Predessor Company is not                                                   
     meaningful due to debt discharge pursuant to the Plan, the issuance of                                                
     additional common stock pursuant to the reorganization plan, and the                                                  
     adoption of fresh start reporting.                                                                                    


10-K405
12th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 12th

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND         
RESULTS OF OPERATIONS                                           

The following discussion and analysis should be read in conjunction with the    
Selected Financial Data and the Consolidated Financial Statements, included in  
Items 6 and 8 hereof, respectively.                                             

FINANCIAL CONDITION                                                             

REORGANIZATION, RESTRUCTURING AND REFINANCING                                   

On April 2, 1990, Amdura Corporation (the "Company" or "Amdura") filed a        
voluntary petition for bankruptcy under Chapter 11 of the United States         
Bankruptcy Code.  According to the Fifth Amended Joint Plan of Reorganization   
of Amdura (the "Plan"), which became effective October 23, 1991, Amdura and its 
wholly-owned subsidiaries, The Crosby Group, Inc. ("Crosby") and the Harris     
Waste Management Group, Inc. ("Harris"), which were not in bankruptcy, jointly  
issued $50,000,000 aggregate principal amount of term notes to Amdura's secured 
creditors (the "Bank Group").  The Bank Group was also issued approximately 86  
percent of Amdura's post reorganization common stock.   Effective December 31,  
1992, Amdura, Crosby, Harris and the Bank Group entered into a restructuring    
whereby the unpaid interest and approximately 50 percent of the outstanding     
principal were converted into 11,966 shares of Series A Preferred Stock, which  
was in turn automatically converted into 11,966,159 shares of common stock in   
1993.  The remaining approximately 50 percent of outstanding term notes were    
converted to senior and subordinated secured debt.  Effective September 30,     
1994, the outstanding senior and subordinated secured debt were refinanced with 
a group of non-stockholder lenders.                                             

CHANGES IN FINANCIAL CONDITION                                                  

The financial condition of Amdura improved in 1994, as shown by an increase in  
income from operations of over 13 percent, from $5,012,000 to $5,673,000 for    
the years ended December 31, 1993 and 1994, respectively.  Net income, however, 
decreased from $2,805,000 in 1993 to $1,347,000 in 1994, primarily due to an    
increase in income tax expense, caused by a change in Amdura's domestic tax     
position, and net special charges as explained in Results of Operations, below. 

Total revenues increased 12 percent, resulting in increased accounts receivable 
and trade accounts payable.  The Company also achieved increased sales by       
acquiring certain assets and manufacturing operations of companies engaged in   
similar businesses as discussed in the notes to consolidated financial          
statements.  Also, during 1994, Amdura's Harris Waste Management Group was      
awarded a contract with the Defense Nuclear Agency to manufacture three         
baler-shears for the Russian government.  The  total sales price for these      
baler-shears is approximately $10,700,000, and the shipments will occur after   
December 31, 1994.  These factors have resulted in an increase to inventories   
of 40 percent from December 31, 1993 to 1994.                                   

Matters remaining from Amdura's 1991 bankruptcy proceedings have also           
influenced the Company's financial condition.  In 1994, Amdura made total       
contributions of $2,497,000 to the defined benefit pension plans in accordance  
with the settlement with the Pension Benefit Guaranty Corporation ("PBGC") and  
also paid $621,000 for environmental remediation of the CAP/SKB Landfill.  At   
December 31, 1994, the Company had an accrued liability of $1,586,000 (the      
majority of which will be satisfied by the issuance of common stock) related to 
the settlement of certain class action claims which remained from the           
bankruptcy proceedings.  These factors, in addition to increases in operations  

11

10-K405
13th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 13th
discussed above, have resulted in a 14 percent increase in accrued              
expenses from December 31, 1993 to 1994.                                        

The Company incurred a total of $2,132,000 of interest expense in 1994,         
$1,384,000 of which was paid to the Bank Group through September 30, 1994, when 
this long-term debt was refinanced as discussed below.                          

LIQUIDITY REQUIREMENTS AND CAPITAL RESOURCES                                    

Effective September 30, 1994, Amdura refinanced its long-term debt.  The        
related loan agreements provide for a $45,000,000 facility, which was limited   
to $35,000,000 at December 31, 1994.                                            

The loan agreements provide for $11,000,000 in Term Loans, which mature on      
October 1, 2001, accrue interest at a floating rate which is due monthly and    
require quarterly principal payments of $393,000 commencing April 1, 1995.      
The loan agreements also provide for Revolving Credit Facilities, which had a   
total outstanding balance of $15,823,000 and an available balance of $6,987,000 
at December 31, 1994.  The Revolving Credit Facilities accrue floating rate     
interest which is due monthly, mature on October 1, 1997 and are subject to     
extension at the option of the lenders.  Finally, the loan agreements provide   
for CAPEX Loans to be used solely for the purchase of equipment or real         
property, none of which were outstanding nor were unavailable at December 31,   
1994.                                                                           

In addition to the foregoing indebtedness, Amdura's foreign subsidiaries had    
working capital indebtedness of  $1,886,000 as of December 31, 1994.  These     
foreign subsidiaries have secured revolving credit lines with banks which       
provide for borrowings aggregating $5,186,000.                                  

As of December 31, 1994, current assets of Amdura exceeded current liabilities  
by $33,556,000.  The Company believes that cash flow from current operations is 
sufficient to meet liquidity requirements for its continuing operations.  As    
noted above, the Company has access to a total of $12,173,000 in domestic and   
foreign revolving credit facilities to meet short-term liquidity requirements   
should the need arise.                                                          

The Company is the sponsor to certain defined benefit pension plans which have  
been frozen, and which were the subject of a settlement with the PBGC at the    
bankruptcy reorganization.  At December 31, 1994, the estimated net underfunded 
liability of these plans was $3,310,000, $1,736,000 of which is estimated to be 
required to be contributed to the plans in 1995.  The PBGC settlement also      
established the PBGC Grantor Trust, which had assets available for              
contributions to these plans of $1,747,000 at December 31, 1994, $860,000 of    
which are estimated to be disbursed in 1995.   According to the terms of the    
PBGC settlement, Amdura is obligated to make contributions to these frozen      
plans of 50 percent of the required minimum funding contributions, up to        
$1,200,000 per year, while the PBGC Grantor Trust has assets.  After the PBGC   
Grantor Trust assets have been fully utilized, the Company will be obligated to 
make 100 percent of the required minimum funding contributions.  Amdura         
anticipates having adequate liquidity from current operations and other sources 
described above to meet the Company's contribution requirements of these        
pension plans.                                                                  

Amdura estimates that expenditures to address environmental matters will be     
approximately $250,000 in 1995. The Company disbursed $774,000 and $2,392,000   
on environmental matters in 1994 and 1993, respectively.                        

During 1994, the Company reached a settlement with the representatives of the   
plaintiff class in certain securities class action litigation which had been    
pending since 1990.  The terms of the settlement                                

12

10-K405
14th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 14th

require Amdura to pay $500,000 and issue 564,302 shares of its common           
stock.  Amdura anticipates that the payment of cash and issuance of stock will  
occur in the second quarter of 1995.                                            

Where the Company is able to estimate the results of legal proceedings and      
environmental and other claims, appropriate accruals have been established      
(which are recorded at the gross amount estimated to be paid, and not net of    
estimated insurance or other proceeds).  However, with respect to certain legal 
proceedings and certain environmental and other claims, the Company is unable   
to estimate the eventual outcome and impact on the consolidated financial       
statements and no provision for any loss that may result from resolution of     
these matters has been made.  In any event, the Company believes that current   
accruals and established sources of cash from operations and other sources are  
adequate to meet the requirements of reasonably expected payments regarding     
legal proceedings and environmental and other claims, and that these payments   
will have no material adverse effect on the Company's financial condition or    
results of operations.                                                          

At December 31, 1994, the Company had significant net operating loss            
carryforwards which originated prior to November 1, 1991.  However, due to      
certain change of ownership requirements of the Internal Revenue Code,          
utilization of the net operating loss carryforwards is limited to approximately 
$39,000,000 at the rate of $2,734,000 per year through 2005.  In addition, the  
Company has net operating loss carryforwards generated subsequent to October    
31, 1991 of  approximately $25,400,000 which expire through 2008.  The          
utilization of these net operating loss carryforwards may be limited if changes 
in the Company's stock ownership, as defined in the Internal Revenue Code,      
exceed 50 percent of the value of the Company's stock during any three year     
period.  The calculation of the limitation is based on the fair value of the    
Company, the federal long-term interest rate and the expiration periods of the  
existing net operating loss carryforwards.  The calculation at December 31,     
1994 reflects a change in ownership of approximately 45 percent during the      
previous three year period.                                                     

RESULTS OF OPERATIONS                                                           

YEAR ENDED DECEMBER 31, 1994                                                    

Total revenues for 1994 were $145,159,000, consisting of $97,421,000 at Crosby  
and $47,738,000 at Harris.  This increase in revenues of 12 percent over 1993   
(nine percent at Crosby and 17 percent at Harris) is a result of the strong     
North American economies, the beginning of recovery in Europe from its recent   
recession and the addition of product lines from acquisitions.                  

Cost of products sold were $113,930,000 for 1994, compared to $103,832,000 for  
1993.  This ten percent increase is due to the growth in sales volume noted     
above.  Gross margin increased $5,292,000, or 20 percent, over 1993.  Gross     
margin as a percentage of revenues was 22 percent for 1994 and 20 percent for   
1993, reflecting the realization of increased operating efficiencies at higher  
usage levels of manufacturing capacity.                                         

Selling and administration expenses for 1994 were $24,053,000, or 15 percent    
higher than 1993 due to the increase in sales volume.  These increased expenses 
were partially offset by a favorable resolution of certain matters related to   
the Amdura bankruptcy reorganization which occurred during the second quarter   
of 1994.  As a percentage of total revenues, selling and administration         
expenses were 17 percent in 1994 and 16 percent in 1993.                        

13

10-K405
15th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 15th
During 1994, Amdura recorded net special charges of $1,503,000.  This resulted  
from the recognition of $1,875,000 in expense from the settlement of class      
action litigation, offset by $372,000 in income related to the reversion of     
assets to the Company from certain terminated pension plans.                    

Interest expense was $2,132,000 for 1994, an increase of three percent from     
1993.  This small increase was due to rising interest rates on floating rate    
loans experienced during 1994.                                                  

Income tax expenses for 1994 were $1,924,000, compared to $145,000 for 1993.    
Due to a change in the Company's domestic tax position at the beginning of      
1994, Amdura was required to record deferred U.S. federal income taxes, even    
though net operating loss carryforwards provided that these taxes would not be  
required to be paid to the federal government.  Foreign income taxes increased  
$233,000 and U.S. state income taxes increased $115,000 due to increased        
profitability of the Company's operations.                                      

In 1994, the Company recorded a cumulative effect of change in accounting       
principle in conjunction with its implementation of Statement of Financial      
Accounting Standards No. 112, "Employers' Accounting for Postemployment         
Benefits," of $270,000, net of a related income tax benefit of $166,000.        

Net income for the year ended December 31, 1994 was $1,347,000, compared to     
$2,805,000 for the prior year.  The reason for this change was principally due  
to an increase in gross margin of $5,292,000, partially offset by increases in  
selling and administration expenses of $3,128,000, net special charges in 1994  
of $1,503,000, an increase in income taxes of $1,779,000 and the 1994           
recognition of a cumulative effect of change in accounting principle of         
$270,000.                                                                       

YEAR ENDED DECEMBER 31, 1993                                                    

Total revenues for 1993 were $129,769,000, consisting of $88,976,000 at Crosby  
and $40,793,000 at Harris.  Compared to 1992, revenues increased two percent,   
due primarily to a four percent increase in sales at Crosby, offset by a two    
percent decrease in sales at Harris.  Factors contributing to these changes     
included improved North American sales for Crosby and softening in the demand   
for scrap metal recycling equipment for Harris.                                 

Cost of products sold were $103,832,000 for 1993, representing a reduction of   
two percent from that of the previous year.  As a result, gross margin of       
$25,937,000 was 20 percent higher in 1993 than in 1992.  This improvement was   
due to the overall increase in sales volume noted above (which allowed for      
higher levels of manufacturing efficiencies) and the realization of a full      
year's benefit from cost reduction measures implemented mid-year 1992.          

Selling and administration expenses for 1993 were $20,925,000, or 16 percent of 
total revenues, compared to 17 percent for 1992.  After taking into account the 
expense related to the amortization of the fresh start intangible asset         
recognized in these two years, selling and administration expenses as a percent 
of revenues were substantially the same in 1993 and 1992.                       

Interest expense for the year ended December 31, 1993 was $2,062,000,           
representing a reduction of 54 percent from that of the previous year.  This    
decline was primarily due to the restructuring as of December 31, 1992, wherein 
approximately 50 percent of Amdura's long-term debt was converted to equity.    

14

10-K405
16th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 16th
Net income for the year ended December 31, 1993 was $2,805,000, compared to a   
net loss of ($18,052,000) for the year ended December 31, 1992.  The 1992 net   
loss included an intangible asset adjustment of $10,029,000 and nonrecurring    
costs of $3,441,000.                                                            

YEAR ENDED DECEMBER 31, 1992                                                    

Total revenues for 1992 were $127,250,000, consisting of $85,754,000 at Crosby  
and $41,496,000 at Harris.  Cost of products sold were $105,591,000 in 1992,    
resulting in a gross margin of $21,659,000, or 17 percent of total revenues.    
Selling and administration expenses for 1992 were $21,543,000.                  

The Company recorded a $10,029,000 intangible asset adjustment in 1992          
resulting from revisions to estimated discounted cash flows from projected      
future operations and $3,441,000 of nonrecurring costs associated with          
bankruptcy related matters, the suspension of certain pension plans and the     
relocation of Harris' corporate offices.  Interest expense for 1992 was         
$4,507,000.  The consolidated net loss for 1992 was ($18,052,000).              

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                        

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                        [Enlarge/Download Table]

                                                                                          Page in this    
                                                                                         Annual Report    
                                                                                          on Form 10-K    
                                                                                      --------------------
                                                                                                          
Report of Independent Public Accountants - Arthur Andersen LLP  . . . . . . . . . . .          16         
Independent Auditors' Report - Deloitte & Touche LLP  . . . . . . . . . . . . . . . .          17         
Consolidated Balance Sheets as of December 31, 1994 and 1993  . . . . . . . . . . . .          18         
Consolidated Statements of Operations for the years ended                                                 
  December 31, 1994, 1993 and 1992  . . . . . . . . . . . . . . . . . . . . . . . . .          20         
Consolidated Statements of of Cash Flows for the years ended                                              
  December 31, 1994, 1993 and 1992  . . . . . . . . . . . . . . . . . . . . . . . . .          21         
Notes to Consolidated Notes to Financial Statements for the years                                         
  ended December 31, 1994, 1993 and 1992  . . . . . . . . . . . . . . . . . . . . . .          22         

15

10-K405
17th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 17th

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                        

To the Board of Directors and Stockholders                                      
of AMDURA Corporation:                                                      

We have audited the accompanying consolidated balance sheet of AMDURA           
Corporation (a Delaware corporation) and subsidiaries (the "Company") as of     
December 31, 1994, and the related consolidated statements of operations and    
cash flows for the year then ended. These financial statements and the schedule 
referred to below are the responsibility of the Company's management. Our       
responsibility is to express an opinion on these financial statements and       
schedule 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 financial statements referred to above present              
fairly, in all material respects, the financial position of AMDURA Corporation  
and subsidiaries as of December 31, 1994, and the results of its operations and 
its cash flows for the year then ended in conformity with generally accepted    
accounting principles.                                                          

As discussed in Note 11 to the accompanying financial statements,               
the Company is subject to certain claims not necessarily discharged during the  
bankruptcy proceedings. The ultimate outcome of these matters cannot be         
presently determined, and accordingly, except as indicated in Note 11, no       
provision for any additional loss that may result upon resolution of these      
matters has been made in the accompanying financial statements.                 

As discussed in Note 10 to the accompanying financial statements, effective     
January 1, 1994, the Company changed its method of accounting for               
postemployment benefits.                                                        

Our audit was made for the purpose of forming an opinion on the basic financial 
statements taken as a whole. The schedule included in Item 14 of this Form 10-K 
is presented for purposes of complying with the Securities and Exchange         
Commission's rules and is not part of the basic financial statements. The       
amounts for the year ended December 31, 1994, included in the schedule have     
been subjected to the auditing procedures applied in the audit of the basic     
financial statements and, in our opinion, fairly state in all material respects 
the financial data required to be set forth therein in relation to the basic    
financial statements taken as a whole.                                          

ARTHUR ANDERSEN LLP                                                             

New York, N.Y.                                                                  
February 17, 1995                                                               

16

10-K405
18th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 18th

INDEPENDENT AUDITORS' REPORT                                                    

To the Board of Directors and Stockholders                                      
of AMDURA Corporation:                                                      

We have audited the accompanying consolidated balance sheet of AMDURA           
Corporation (the "Company" or "Amdura") and subsidiaries as of December 31,     
1993 and the related consolidated statements of operations and cash flows for   
the years ended December 31, 1993 and 1992.  Our audits also included the       
financial statement schedule for 1993 and 1992 listed in the Index at Item 14.  
These financial statements and the financial statement schedule are the         
responsibility of the Company's management.  Our responsibility is to express   
an opinion on these financial statements and the financial statement            
schedule 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 consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of Amdura and          
subsidiaries at December 31, 1993 and the results of their operations and their 
cash flows for the years ended December 31, 1993 and 1992 in conformity with    
generally accepted accounting principles.  Also, in our opinion such financial  
statement schedule for 1993 and 1992, when considered in relation to the basic  
consolidated financial statements taken as a whole, presents fairly in all      
material respects the information set forth therein.                            

As discussed in Note 11 to the accompanying consolidated financial statements,  
the Company is subject to certain claims not necessarily discharged during the  
bankruptcy proceedings.  The ultimate outcome of these matters cannot be        
presently determined, and accordingly, except as indicated in Note 11, no       
provision for any additional loss that may result upon resolution of these      
matters has been made in the accompanying 1993 and 1992 consolidated financial  
statements.                                                                     

DELOITTE & TOUCHE LLP                                                           

Tulsa, Oklahoma                                                                 
February 17, 1994                                                               

17

10-K405
19th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 19th
AMDURA CORPORATION AND SUBSIDIARIES                                             
CONSOLIDATED BALANCE SHEETS                                                     
(In Thousands Except Share Amounts)                                             

                                                                [Download Table]

                                                               December 31,        
                                                        -------------------------- 
ASSETS                                                      1994           1993    
                                                        -----------    ----------- 
                                                                                   
Current Assets:                                                                    
   Cash and cash equivalents                            $     3,765    $     4,377 
   Accounts and notes receivable, less allowance                                   
      for uncollectible accounts of $712 and $1,120          19,628         16,676 

   Inventories                                               46,628         33,179 
   Other current assets                                       3,372          3,523 
                                                        ------------   ------------

     Total current assets                                    73,393         57,755 
Property, plant and equipment, net                           38,977         38,240 
Other Assets:                                                                      

   Reorganization value in excess of amounts allocable                             
     to identifiable assets, net of accumulated                                    
     amortization of $3,653 and $2,806                        9,481         11,824 
   Costs in excess of net assets acquired, net of                                  
     accumulated amortization of $132 and -0-                 2,325            -   

   PBGC Trust                                                   887          1,747 
   Other                                                      2,703          2,935 
                                                        ------------   ------------
                                                             15,396         16,506 
                                                        ------------   ------------

Total assets                                            $   127,766    $   112,501 
                                                        ============   ============

                                                           (Continued)

18

10-K405
20th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 20th
AMDURA CORPORATION AND SUBSIDIARIES                                             
CONSOLIDATED BALANCE SHEETS                                                     
(In Thousands, Except Share Amounts)                                            

                                                        [Enlarge/Download Table]

                                                                  December 31,        
                                                           -------------------------- 
LIABILITIES AND STOCKHOLDERS' CAPITAL                          1994           1993    
                                                           -----------   ------------ 
                                                                                      
Current Liabilities:                                                                  
  Notes payable                                            $     1,886     $    2,062 
  Trade accounts payable                                        13,779          8,468 
Accrued expenses                                                22,875         20,001 
Current maturities of long-term debt:                                                 
  Related party Bank Group                                           -            507 
  Other                                                          1,297            188 
                                                           ------------   ------------
Total current liabilities                                       39,837         31,226 
Long-Term Debt:                                                                       
  Related party Bank Group                                           -         24,583 
  Other                                                         25,878             89 
Other long-term liabilities                                      7,489         10,183 
                                                           ------------   ------------

     Total liabilities                                          73,204         66,081 
                                                           ------------   ------------

Commitments and contingencies                                                         
Stockholders' Capital:                                                                

   Preferred stock, par value, $.01 per share                                         
     (authorized 2,500,000 shares; issued 2,151                                       
     and -0- shares; aggregate liquidation preference of                              
     $5,377,500)                                                 5,378            -   

   Common stock, par value, $.01 per share                                            
     (authorized 75,000,000 shares; issued 24,665,160 and                             
     24,495,686 shares in 1994 and 1993, respectively)             247            245 

Additional capital                                              67,064         66,728 
Accumulated deficit                                            (15,686)       (16,871)
Cumulative translation adjustments                              (1,791)        (1,811)
Excess pension liability                                          (650)        (1,871)
                                                           ------------   ------------
  Total stockholders' capital                                   54,562         46,420 
                                                           ------------   ------------
Total liabilities and stockholders' capital                $   127,766    $   112,501 
                                                           ============   ============

See notes to consolidated financial statements                                  

19

10-K405
21st Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 21st
AMDURA CORPORATION AND SUBSIDIARIES                                             
CONSOLIDATED STATEMENTS OF OPERATIONS                                           
(In Thousands, Except Per Share Amounts)                                        

                                                        [Enlarge/Download Table]

                                                          Year Ended December 31,          
                                                -------------------------------------------
Revenues:                                           1994            1993           1992    
                                                -----------    ------------    ------------
                                                                                           
   Net sales                                    $   144,791    $    129,427    $   126,819 

   Other                                                368             342            431 
                                                ------------   -------------   ------------
   Total revenues                                   145,159         129,769        127,250 

Cost of products sold                               113,930         103,832        105,591 
                                                ------------   -------------   ------------
   Gross margin                                      31,229          25,937         21,659 
Selling and administration                           24,053          20,925         21,543 

Intangible asset adjustment                             -               -           10,029 
Special charges, net                                  1,503             -            3,441 
                                                ------------   -------------   ------------

Income (loss) from operations                         5,673           5,012        (13,354)
                                                ------------   -------------   ------------
Interest:                                                                                  
   Related party Bank Group                           1,384           1,782          4,065 

   Other                                                748             280            442 
                                                ------------   -------------   ------------
   Total interest                                     2,132           2,062          4,507 
                                                ------------   -------------   ------------

Income (loss) before income taxes                     3,541           2,950        (17,861)
Income taxes                                          1,924             145            191 
                                                ------------   -------------   ------------

Income (loss) before change in                                                             
    accounting principle                              1,617           2,805        (18,052)
Cumulative effect of change in                                                             
    accounting principle                               (270)            -              -   
                                                ------------   -------------   ------------
Net income (loss)                               $     1,347    $      2,805    $   (18,052)
                                                ============   =============   ============

Net income (loss) per common and                                                           
common equivalent share:                                                                   
 Income (loss) before change in                                                            
     accounting principle                       $       .06    $        .11    $     (1.45)
 Cumulative effect of change in                                                            
     accounting principle                              (.01)            -              -   
                                                ------------   -------------   ------------

Net income (loss) per share                     $       .05    $        .11    $     (1.45)
                                                ============   =============   ============
Weighted average number of common                                                          
and common equivalent shares used in computing                                             
net income (loss) per share                          26,214          25,198         12,438 
                                                ============   =============   ============

See notes to consolidated financial statements                                  

20  

10-K405
22nd Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 22nd

AMDURA CORPORATION AND SUBSIDIARIES                                             
CONSOLIDATED STATEMENTS OF CASH FLOWS                                           
(In Thousands)                                                                  

                                                        [Enlarge/Download Table]

                                                                     December 31,                
                                                     ------------------------------------------- 
Operating Activities:                                     1994           1993            1992    
                                                     -------------   -------------   ----------- 
                                                                                                 
 Net income (loss)                                   $      1,347    $     2,805    $    (18,052)
 Adjustments to reconcile net income (loss)  to net                                              
   cash provided by operating activities:                                                        
    Depreciation and amortization                           6,336          6,138           7,024 
    Special charges, net                                    1,503            -             3,441 
    Provision for deferred income taxes                     1,482            -               -   
    Cumulative effect of change in                                                               
      accounting principle                                    270            -               -   
    Accrued interest converted to preferred stock             -              -             2,858 
    Fresh start and valuation adjustment                      -              -            10,029 
 Change  in  operating  assets  and  liabilities:                                                
    Accounts  and  notes  receivable                       (2,952)        (2,448)            946 
    Inventories                                            (9,590)         2,558           6,655 
    Trade accounts payable                                  5,311            949          (2,320)
    Accrued expenses                                         (450)        (5,526)        (12,399)
    Other                                                    (295)        (3,674)          6,433 
                                                     -------------   -------------  -------------
Net cash provided by operating activities                   2,962            802           4,615 
                                                     -------------   ------------   -------------
Investing Activities:                                                                            
    Short-term investments                                    -              -               536 
    Capital expenditures                                   (4,359)        (3,302)         (2,423)
    Acquisitions                                           (1,250)           -                -  
    Other                                                     226            357             550 
                                                     -------------   ------------   -------------
Net cash used in investing activities                      (5,383)        (2,945)         (1,337)
                                                     -------------   -------------  -------------
Financing Activities:                                                                            
 Proceeds from issuance of long term                                                             
    debt and notes payable                                 27,156            556             -   
 Principal payments of long-term debt                                                            
    and notes payable                                     (25,524)        (1,022)         (2,023)
 Preferred stock dividends                                   (162)           -               -   
 Proceeds from exercise of warrants                           339             77             -   
 Payment for costs of debt exchanged                                                             
    for preferred stock                                       -              -            (1,371)
                                                     -------------   ------------   -------------
Net cash provided by (used in) financing activities         1,809           (389)         (3,394)
                                                     -------------   ------------   -------------

Decrease in cash  and  cash  equivalents                     (612)        (2,532)           (116)
Cash and cash equivalents at beginning of period            4,377          6,909           7,025 
                                                     -------------   ------------   -------------
Cash and cash equivalents at end of period           $      3,765    $     4,377    $      6,909 
                                                     =============   ============   =============
Supplemental Information:                                                                        
 Cash payments for:                                                                              
 Interest                                            $      1,941    $     2,062    $      1,563 
 Income taxes                                                 456            122             212 
 Reorganization professional fees                             -              -             1,103 

See notes to consolidated financial statements                                  

21

10-K405
23rd Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 23rd
AMDURA CORPORATION AND SUBSIDIARIES                                             

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992                            

1.   REORGANIZATION PROCEEDINGS AND BASIS OF PRESENTATION                       

On April 2, 1990, AMDURA Corporation (the "Company" or "Amdura") and certain of 
its wholly-owned subsidiaries, each filed a voluntary petition for bankruptcy   
under Chapter 11 of the United States Bankruptcy Code with the United States    
Bankruptcy Court for the District of Colorado (the "Bankruptcy Court").  The    
subsidiaries that filed the voluntary petition were those related to the        
hardlines distribution businesses.  Amdura and such subsidiaries are sometimes  
referred to as "Debtors."                                                       

The Company's heavy manufacturing units, The Crosby Group, Inc. ("Crosby") and  
The Harris Waste Management Group, Inc. ("Harris"), and its vacuum coating      
unit, Vac-Tec Systems, Inc. were not included in the Chapter 11 filings and     
were not in bankruptcy.  Since the Chapter 11 filings, the Company has divested 
itself of its hardlines distribution businesses through the sale of certain     
assets and of its vacuum coating unit through a conveyance to one of the        
liquidating trusts established for the benefit of Amdura's prepetition          
unsecured creditors.                                                            

During 1991 Amdura filed a Fifth Amended Joint Plan of Reorganization (the      
"Plan") with the Bankruptcy Court.  Under the Plan, Amdura retained and         
reorganized around its wholly-owned subsidiaries, Crosby and Harris.  On        
September 19, 1991, the Bankruptcy Court entered an order confirming the Plan   
which became effective after the close of business on October 23, 1991 (the     
"Effective Date").                                                              

The consolidated financial statements have been prepared on a going concern     
basis which contemplates the realization of assets and the satisfaction of      
liabilities in the normal course of business and, where applicable, in          
conformity with Statement of Position 90-7, "Financial Reporting by Entities in 
Reorganization Under the Bankruptcy Code," ("SOP 90-7") issued in November      
1990, by the American Institute of Certified Public Accountants.                

In accordance with the provisions of SOP 90-7, the Company adopted fresh start  
reporting as of October 31, 1991, since the reorganization value (approximate   
fair value at the date of reorganization) was less than the total of all post   
petition liabilities and allowed prepetition claims, and holders of existing    
voting shares before the Effective Date received less than 50 percent of the    
voting shares of the emerging entity.  All assets and liabilities at October    
31, 1991, were restated to reflect their reorganization value in accordance     
with procedures specified in Accounting Principles Board Opinion 16 "Business   
Combinations" ("APB 16") as required by SOP 90-7.  The portion of the           
reorganization value that could not be attributed to specific tangible or       
identified intangible assets was classified as reorganization value in excess   
of amounts allocable to identifiable assets which is being amortized over       
fifteen years.  In addition, the accumulated deficit of the Company was         
eliminated and its capital structure was recast in conformity with the Plan.    

22

10-K405
24th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 24th
2.  REORGANIZATION                                                              

Under the Plan, as of the Effective Date, all shares of existing common stock   
and existing preferred stock and all common stock options and preferred stock   
purchase rights were cancelled.  On the Effective Date, the Company filed a     
restated certificate of incorporation which authorized the issuance of          
25,000,000 shares of common stock and 1,000,000 shares of preferred stock.  As  
of the Effective Date, the Company issued 12,500,000 shares of common stock to  
certain creditors, previously existing stockholders and other equity claimants  
in accordance with the Plan.                                                    

Terms of the Plan stipulate that substantially all assets of Amdura, except for 
Amdura's investment in its wholly-owned subsidiaries Coast, Coast America,      
Coast Holdings, Intertrade, Andco, Crosby and Harris be placed in a liquidating 
trust (the "Liquidating Trust") for the benefit of Amdura's prepetition         
unsecured creditors.  The proceeds of the Liquidating Trust will be used for    
partial payment of Amdura's prepetition liabilities discharged by the           
bankruptcy proceedings.  The Liquidating Trust is being governed and managed by 
a trustee unrelated to Amdura.  Amdura continues to be responsible for the      
payment of its post petition liabilities.                                       

Terms of the Coast and Andco Plans stipulate that assets of these companies     
will be liquidated and used solely for the purposes of partial payment of their 
prepetition liabilities discharged by the bankruptcy proceedings and certain of 
their post petition liabilities.  Coast and Andco are being governed by boards  
of directors that consist of designees of Coast's and Andco's unsecured         
creditors and, with respect to Coast, designees of members of a group of banks  
led by Continental Bank, N.A., to which Amdura and its subsidiaries owed        
$220,800,000, prior to the bankruptcy filings (the "Bank Group").               

The disposition of Amdura assets transferred to the Liquidating Trust and all   
Coast and Andco assets are governed by bankruptcy proceedings which stipulate   
that they be used solely for the purpose of paying discharged prepetition       
liabilities.  These liabilities will be settled only with the proceeds          
resulting from liquidating such assets.  Because of these factors and because   
Amdura does not control the Liquidating Trust, Coast or Andco, the remaining    
assets and liabilities of the Liquidating Trust, Coast and Andco have been      
removed from the consolidated financial statements of Amdura.                   

Under the Plan, in partial settlement of prepetition amounts due to the Bank    
Group, Amdura issued $50,000,000 in term notes to the Bank Group.  Due to the   
inability of the Company to meet the required principal and interest payments   
on the $50,000,000 in term notes, in the fourth quarter of 1992 the Company     
converted $24,910,000 in term notes payable to the Bank Group and $2,858,000 in 
related accrued interest into 11,966 shares of newly issued Series A            
Convertible Preferred Stock which were converted into 11,966,159 shares of      
newly issued common stock in 1993.  In connection with this  restructuring, the 
Company incurred costs of $1,371,000 which were charged directly to capital.    

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

CONSOLIDATION - The consolidated financial statements include the accounts of   
the Company, Crosby and Harris.  All significant intercompany accounts and      
transactions have been eliminated in consolidation.                             

23

10-K405
25th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 25th

CASH AND CASH EQUIVALENTS - Cash and cash equivalents include all cash and      
liquid debt instruments with maturities of three months or less at the date of  
purchase.                                                                       

ACCOUNTS RECEIVABLE - Crosby and Harris grant credit to their customers         
generally in the form of short-term trade accounts receivable.  The             
creditworthiness of customers is evaluated prior to the sale of inventory and   
advance payments are frequently received by Harris on large manufacturing       
orders prior to sale in an effort to minimize credit risk.  There are no        
significant customer concentrations of credit risk at Crosby and Harris.        

INVENTORIES  -  Inventories are stated at the lower of cost or market.  Cost    
for domestic inventories is determined by the last-in, first-out, ("LIFO")      
method.  For foreign inventories, cost is determined by the first-in, first-out 
("FIFO") method.                                                                

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment is stated at fair 
value at the Effective Date, plus additions at cost thereafter, less            
accumulated depreciation.  For financial reporting purposes, depreciation is    
provided using the straight-line method over the estimated useful lives of the  
various classes of assets.                                                      

COSTS IN EXCESS OF NET ASSETS ACQUIRED - Costs in excess of net assets acquired 
are amortized on a straight-line basis over periods not exceeding 40 years.  In 
evaluating the value and future benefits of these costs, the recoverability     
from operating income is measured.  Under this approach, the carrying value     
would be reduced if it is probable that management's best estimate of future    
operating income from related operations before amortization will be less than  
the carrying amount over the remaining amortization period.                     

ADVANCES FROM CUSTOMERS - Advances received from customers are offset against   
inventories to the extent costs are incurred.  Advances in excess of costs      
incurred are included in accrued expenses.                                      

WARRANTIES AND PRODUCT LIABILITY - The accruals for potential product liability 
and warranty claims are based on the Company's known claims and historical      
claims' experience.  Such costs are accrued as revenue is recognized.           

FOREIGN EXCHANGE - Balance sheet accounts of foreign subsidiaries are           
translated into U.S. dollars at the year-end exchange rate and revenue and      
expense accounts are translated at the weighted average exchange rate in effect 
throughout each reporting period.  Adjustments resulting from translation of    
financial statements are reflected as a separate component of  stockholders'    
capital.                                                                        

REVENUE RECOGNITION - Revenues from the sale of inventories are generally       
recognized upon shipment of products, whether to distributors or the end user.  

INCOME TAXES - The Company files consolidated Federal and state income tax      
returns.  In 1992, the Company adopted Statement of Financial Accounting        
Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which        
requires recognition of deferred tax assets and liabilities based on            
differences between the financial statement carrying amounts and income tax     
basis of assets and liabilities and the tax effects of income tax net operating 
loss carryforwards at currently enacted income tax rates.  Valuation            
allowances are established when necessary to reduce deferred tax assets to      
the amount expected to be realized.                                             

Income tax expense reflects the taxes payable in Federal, state and foreign tax 
jurisdictions for the period and the change during the period in deferred tax   
assets and liabilities.  Income taxes are not                                   

24

10-K405
26th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 26th

provided on unremitted earnings of foreign subsidiaries, as it is               
intended that such earnings will be permanently invested or are expected to be  
remitted free of income taxes.                                                  

NET INCOME (LOSS) PER SHARE - Net income (loss) per share is based on the       
weighted average number of common and common equivalent shares outstanding      
during each year, adjusted by assuming conversion of preferred stock, warrants  
and stock options, when such conversion is not anti- dilutive.                  

RECLASSIFICATIONS  -  Certain reclassifications have been made to the 1993 and  
1992 consolidated financial statements to conform to the classifications used   
in 1994.                                                                        

4.   INVENTORIES                                                                

Inventories are valued at the lower of cost or market and consist of the        
following:                                                                      

                                                                [Download Table]

                                                   December 31,        
                                            -------------------------- 
(In Thousands)                                  1994           1993    
--------------                              -----------   ------------ 
                                                                       
Finished goods                              $    19,072    $    15,822 
Work-in-progress                                 18,618         11,855 
Raw materials                                    10,688          6,216 
                                            ------------   ------------
                                                 48,378         33,893 

Allowance to adjust the carrying value                                 
   of certain inventories to LIFO basis            (283)          (138)
                                            ------------   ------------
Total before advance payments by customers       48,095         33,755 
Less advance payments by customers               (1,467)          (576)
                                            ------------   ------------
          Total                             $    46,628    $    33,179 
                                            ============   ============

Inventories valued using the LIFO method comprised 85.7 percent and 81.1        
percent of inventories at December 31, 1994 and 1993, respectively.             

5.   PROPERTY, PLANT AND EQUIPMENT                                              

Property, plant and equipment consists of the following:                        

                                                                [Download Table]

                                                       December 31,        
                                                -------------------------- 
(In Thousands)                                      1994          1993     
--------------                                  -----------   ------------ 
                                                                           
Land                                            $     2,371    $     2,430 
Buildings (depreciated over 15 to 40 years)          12,303         12,019 
Equipment (depreciated over 2 to 20 years)           38,777         33,400 
                                                ------------   ------------
                                                     53,451         47,849 
Less accumulated depreciation and amortization       14,474          9,609 
                                                ------------   ------------
             Total                              $    38,977    $    38,240 
                                                ============   ============

25  

10-K405
27th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 27th

Included in the above amounts are equipment under capital leases of $517,000    
and $202,000 at December 31, 1994 and 1993, respectively.  Accumulated          
amortization related to equipment under capital leases was $172,000 and $85,000 
at December 31, 1994 and 1993, respectively.                                    

6.   ACCRUED EXPENSES                                                           

Accrued expenses consist of the following:                                      

                                                                [Download Table]

                                              December 31,        
                                       -------------------------- 
(In Thousands)                             1994           1993    
--------------                         ------------  ------------ 
                                                                  
Warranty and product liability         $     5,213    $     6,780 
Wages and withheld taxes                     4,487          3,527 
Advance payments by customers                2,740            417 

Employee benefits                            2,169          1,983 
Contributions to frozen pension plans        1,736          2,497 

Environmental claims                         1,403          2,069 
Class action settlement                      1,586            -   

Other                                        3,541          2,728 
                                       ------------   ------------
    Total                              $    22,875    $    20,001 
                                       ============   ============

7.   NOTES PAYABLE AND LONG-TERM DEBT                                           

The Company's foreign subsidiaries have secured revolving credit lines with     
banks which provide for borrowings aggregating $5,186,000.  The borrowings      
under the lines of credit bear interest at various floating rates, as defined.  
At December 31, 1994 and 1993, the interest rates ranged from 6.1 to 9.5        
percent, and 8.1 to 8.5 percent, respectively, on borrowings of $1,886,000 and  
$1,816,000, respectively.                                                       

Information concerning notes payable and outstanding balances drawn on lines of 
credit is as follows:                                                           

                                                                [Download Table]

                                              Year Ended December 31,          
                                  -------------------------------------------  
(Dollars in Thousands)                 1994           1993            1992     
----------------------            --------------  -------------   -----------  
                                                                               
Weighted monthly average                                                       
 interest rate during the period           9.0%           10.5%           11.7%

Maximum outstanding               $      2,014    $      3,198   $       3,885 
Weighted monthly                                                               
 average outstanding              $      1,665    $      2,643   $       3,048 
Weighted average                                                               
 interest rate at                                                              
 end of period                             6.6%            7.9%            9.0%

 Balance at end of period         $      1,886    $      2,062   $       2,607 

26  

10-K405
28th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 28th

Long-term debt consists of the following:                                       

                                                                [Download Table]

                                           December 31,        
                                    -------------------------- 
(In Thousands)                          1994           1993    
--------------                      -----------    ------------
                                                               
Revolving Credit Facility and Term                             
    and CAPEX Loans                 $    26,823    $       -   
Senior and subordinated debt                                   
   under term loan agreements               -           25,090 
Capital lease obligations                   352            277 
                                    ------------   ------------
                                         27,175         25,367 
                                    ------------   ------------
Less current maturities:                                       

Revolving Credit Facility and Term                             
    and CAPEX Loans                       1,178            -   
Senior and subordinated debt under                             
   term loan agreements                     -              507 
Capital lease obligations                   119            188 
                                    ------------   ------------
                                          1,297            695 
                                    ------------   ------------
          Total                     $    25,878    $    24,672 
                                    ============   ============

Effective September 30, 1994, Amdura refinanced $25,090,000 in long-term debt   
with Sanwa Business Credit Corporation, as Agent, and Bank of Oklahoma, N.A.    
(the "Lenders").  The previous group of lenders was composed of a group of      
certain stockholders of the Company which owned approximately 68 and 69 percent 
of the common stock of the Company at September 30, 1994 and December 31, 1993, 
respectively.  Proceeds from the Loan Agreements, which were entered into by    
Crosby and Harris, with Amdura as guarantor were used to pay the outstanding    
principal and interest under the former Amended and Restated Senior and         
Subordinated Term Loan Agreements, loan closing fees and other costs incidental 
to the borrowing.                                                               

Each of the Crosby and Harris Loan Agreements provide for a Revolving           
Credit Facility, a Term Loan and a CAPEX Loan. At the selection of the borrower,
the loans may be divided into (a) Base Rate Loans, which accrue interest at     
one-half of one percent, for the Revolving Loan, and one percent, for the Term  
and CAPEX Loans, over the highest "prime rate of interest" quoted, from time to 
time, by The Wall Street Journal; or (b) LIBOR Rate Loans, which accrue interest
at two percent, for the Revolving Loan, and two and one-half percent, for the   
Term and CAPEX Loans, over the London interbank offered rates for deposits in   
U.S. dollars quoted by selected banks.  The Loan Agreements also require the    
payment of a 0.5 percent fee on the average unused available Revolving Loan     
balance and other annual fees.  Interest and fees on the Revolving, Term and    
CAPEX Loans are generally payable monthly.                                      

The total availability under the Loan Agreements is $45,000,000.  This          
availability is subject to limitations such that, until such time as an         
additional financial institution(s) satisfactory to the Lenders and the Company 
shall commit at least $10,000,000 to the loans, the draws against the loans     
shall be limited to: (a) $24,000,000 on the Revolving Loans; (b) $11,000,000 on 
the Term Loans; and (c) $-0- on the CAPEX Loans.                                

27        

10-K405
29th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 29th

According to the Loan Agreements, the maximum allowable balances on the         
Revolving Loans are $16,000,000 and $14,000,000 for Crosby and Harris,          
respectively, but in total are currently limited to $24,000,000.  The Revolving 
Loans are also subject to restrictions based on eligible accounts receivable    
and inventory, as defined by the Loan Agreements, and are also limited by       
outstanding letters of credit issued thereunder.  As of December 31, 1994, the  
outstanding balances in the Revolving Loans for Crosby and Harris were          
$8,323,000 and $7,500,000, respectively, and the total available balance was    
$6,987,000.  The Revolving Loans mature on October 1, 1997, and are subject to  
extension at the option of the Lenders.                                         

According to the Loan Agreements, the maximum allowable balances on the Term    
Loans are $8,000,000 and $3,000,000 for Crosby and Harris, respectively.  As of 
December 31, 1994, these loans were fully utilized.  The maturity date of the   
Term Loans is October 1, 2001, and the Loan Agreements provide for quarterly    
principal payments, which commence April 1, 1995, of $286,000 for Crosby and    
$107,000 for Harris.                                                            

According to the Loan Agreements, advances under the CAPEX Loans shall be used  
solely for the purchase of equipment or real property, subject to limitations   
provided by the Loan Agreements. There were no balances outstanding on the      
CAPEX Loans as of December 31, 1994. Each advance under the CAPEX Loans shall   
be evidenced by separate installment notes and require repayment in 24 equal    
quarterly installments commencing six months or less from the date of advance.  

The long-term debt is secured by substantially all of the assets of Amdura,     
Crosby and Harris. Covenants contained in the Loan Agreements require minimum   
consolidated tangible net worth, limit the total amount of funded debt and      
require that consolidated cash flow be sufficient to cover debt service. The    
Company, Crosby and Harris are in compliance with these covenants.              

Prior to September 30, 1994, the Company had outstanding $10,145,000 of         
floating rate senior secured term debt, bearing interest at 8.75 percent at     
September 30, 1994; and $14,945,000 of fixed rate secured subordinated debt,    
bearing interest at 6.01 percent at September 30, 1994.  Interest on the senior 
secured term debt and the secured subordinated debt was payable quarterly.      

Interest of $1,282,000, $1,626,000, and $1,207,000 was paid to the Bank         
Group during the years ended December 31, 1994, 1993 and 1992, respectively.    
Fees of $102,000, $156,000, and $75,000 were paid to the Bank Group during the  
years ended December 31, 1994, 1993 and 1992, respectively.                     

8.   STOCKHOLDERS' CAPITAL                                                      

Effective April 1, 1994, the Company issued 2,151 shares of Series B Cumulative 
Convertible Preferred Stock ("Series B Preferred Stock"), par value $.01 per    
share, in exchange for certain assets of a company engaged in similar           
manufacturing operations.  Each share of Series B Preferred Stock is            
convertible into 1,000 shares of common stock at the option of the holder; any  
outstanding shares of Series B Preferred Stock will be automatically converted  
into common stock at that rate on April 1, 1997.  Holders of Series B Preferred 
Stock are entitled to receive, and the Company has paid, cumulative quarterly   
cash dividends at an annual rate of $100 per share.  The holders of Series B    
Preferred Stock have no voting rights other than that required by law, except   
in the event of a default in the payment of dividends or other events as        
defined in the Certificate of Designations of the Series B Preferred Stock.  In 
the event of a liquidation, dissolution or winding up of the Company, the       
holders of Series B Preferred Stock are entitled to receive out of the assets   

28  

10-K405
30th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 30th
of the Company $5,377,500 plus any accrued but unpaid dividends before any      
payment or distribution of assets is made to the holders of common stock.       

Effective December 23, 1992, the Company issued 11,966 shares of Series A       
Convertible Preferred Stock, par value $.01 per share which were automatically  
converted into 11,966,159 newly issued shares of common stock in 1993.  Also,   
effective December 23, 1992, the Company issued in the form of a dividend, and  
at no cost to its non-Bank Group stockholders, one warrant for each share of    
common stock held by non-Bank Group stockholders at the close of business on    
January 8, 1993.  Warrants related to a total of 2,176,982 shares of common     
stock were issued.  Each warrant entitled the holders thereof to acquire 1.116  
shares of common stock at an exercise price of $2.00 per share.  Unexercised    
warrants expired on July 9, 1994.  During 1994 and 1993, warrants relating to a 
total of 169,023 and 38,222 shares of common stock were exercised, and the      
Company received $338,000 and $76,000 in proceeds, respectively.                

Changes in Stockholders' Capital are summarized as follows:                     

                                                        [Enlarge/Download Table]

                                                                               Cumulative      Excess  
                             Preferred   Common     Additional   Accumulated   Translation     Pension 
                               Stock      Stock       Capital      Deficit     Adjustments    Liability
                            ----------  ----------  -----------  ------------  -----------   ----------
                                                                                                       
Balance, January 1, 1992    $      -    $     120   $   40,380   $  (1,624)    $     216    $       -  

  Net loss                         -           -            -      (18,052)           -             -  
  Conversion of Debt to                                                                                
    Equity with Bank Group         -           -        26,397          -             -             -  
  Other                                         5           (5)                   (1,335)              
                            ----------  ----------  -----------  ----------    ----------   -----------

Balance, December 31, 1992         -          125       66,772     (19,676)       (1,119)           -  

  Net income                       -           -            -        2,805            -             -  
  Conversion of Series A                                                                               
    Convertible Preferred                                                                              
    Stock to common stock          -          120         (120)         -             -             -  

Exercise of Warrants               -           -            76          -             -             -  
Other                              -           -            -           -           (692)       (1,871)
                            ----------  ----------  -----------  ---------     ----------   -----------

Balance, December 31, 1993         -          245       66,728     (16,871)       (1,811)       (1,871)

  Net income                       -           -            -        1,347            -             -  
  Issuance of Series B                                                                                 
    Preferred Stock             5,378          -            -           -             -             -  
  Exercise of Warrants             -            2          336          -             -             -  
  Cash dividends declared                                                                              
    on Preferred Stock             -           -            -         (162)           -             -  
  Other                            -           -            -           -             20         1,221 
                            ----------  ----------  -----------  ----------    ----------   -----------
Balance, December 31, 1994  $   5,378    $    247    $  67,064   $ (15,686)    $  (1,791)   $     (650)
                            ==========  ==========  ===========  ==========    ==========   ===========

During 1992 the Board of Directors approved the 1992 Stock Option Plan which    
reserved options to purchase a total of 3,655,863 shares of the Company's       
common stock to be granted to key employees and directors.  Options are granted 
at an exercise price per share of not less than the fair market value of the    
Company's stock at their respective dates of grant, are generally exercisable   
in                                                                              
29  

10-K405
31st Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 31st

20 percent annual increments and must be exercised within ten years from        
date of grant.  All options granted under the 1992 Stock Option Plan expire no  
later than ten years after their dates of grant.  At December 31, 1994, options 
covering 2,181,325 shares of common stock at $1.87 to $3.00 per share were      
outstanding and options to purchase 1,474,538 shares of common stock were       
available for grant.                                                            

The following represents option activity during the last three years:           

                                                                [Download Table]


                                 Year Ended December 31,          
                        ----------------------------------------- 
                           1994           1993           1992     
                        ----------     ------------   ------------
                                                                  
Options outstanding,                                              
   beginning of year     1,696,595      1,476,411             -   

Options granted          1,065,000      2,238,934      1,476,411  
Options exercised              -              -               -   

Options cancelled                                                 
   or expired             (580,270)    (2,018,750)            -   
                      -------------   -------------  -------------
Options outstanding,                                              
   end of year           2,181,325      1,696,595      1,476,411  
                      =============   ============   ============ 

9.   FOREIGN OPERATIONS                                                         

Operations include foreign currency transaction gains of $30,000, $41,000 and   
$36,000 for the years ended December 31, 1994, 1993 and 1992, respectively.     

Net foreign assets were $11,140,000 and $11,767,000 at December 31, 1994 and    
1993, respectively.                                                             

10.   RETIREMENT AND EMPLOYEE BENEFITS PLANS                                    

The Company and its subsidiaries were contributing sponsors of three defined    
benefit pension plans which covered the domestic union and certain non-union    
hourly employees.  The plans provided for benefits based upon a specified       
monthly amount for each year of service.  Effective December 31, 1992, these    
plans were suspended and in February 1993, the Company settled the vested and   
non-vested benefit portion of the projected benefit obligation of $5,212,000    
through the purchase of nonparticipating annuity contracts.  As a result, the   
Company reduced a portion of the prepaid pension cost and recognized a special  
charge of $907,000 for the year ended December 31, 1992, determined as follows: 

                                                                [Download Table]

                                Before      Effect of   
      (In Thousands)          Settlement    Settlement  
      --------------         -----------   -----------  
                                                        
Assets and obligations:                                 
  Vested benefit obligation  $    (5,069)  $      5,069 
  Non-vested benefits               (143)           143 
                             ------------  -------------
Accumulated and projected                               
  benefit obligation              (5,212)         5,212 
Plans assets at fair value         6,563          6,119 
                             ------------  -------------
Prepaid pension cost (loss)  $     1,351   $       (907)
                             ============  =============

30  

10-K405
32nd Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 32nd

During 1994, assets remaining after the purchase of nonparticipating annuity    
contracts of $192,000 were transferred to the trustees of certain defined       
contribution retirement savings plans to be used for future contributions for   
the former participants of the three defined benefit pension plans which had    
been terminated.  An additional $577,000 of assets remaining after the purchase 
of nonparticipating annuity contracts was returned by the trustee of the plans  
to the Company, resulting in a reduction of special charges of $372,000 in      
1994.                                                                           

In addition, at December 31, 1993, the Company sponsored eight defined benefit  
pension plans for former employees of many of its discontinued operations.      
These plans have been frozen by the Company and its funding policy is to make   
minimum quarterly contributions as required by applicable regulations.  The     
assets of the plans are primarily invested in money market, bond and equity     
funds.  During 1994, four of these plans were merged to realize certain         
efficiencies over the administration of the five remaining plans.               

The following sets forth the funded status and amounts recognized in the        
Company's consolidated balance sheets at December 31, 1994 and 1993 of the      
remaining frozen plans:                                                         

                                                                [Download Table]

(In Thousands)                                        Fund Assets     Accumulated  
--------------                                          Exceed         Benefits    
                                                      Accumulated        Exceed    
1994                                                    Benefits      Fund Assets  
----                                                 -----------     ------------  
                                                                                   
Actuarial present value of benefit obligations:                                    
Accumulated benefit obligation (fully vested)        $      (9,116)  $     (21,914)
                                                     ==============  ==============
Projected benefit obligation                         $      (9,116)  $     (21,914)
Fair value of plan assets                                    9,736          17,532 
                                                     --------------  --------------
Projected benefit obligation (in excess of)                                        
  less than plan assets                                        620          (4,382)
Unrecognized net loss                                          708             394 
Additional minimum liability                                                  (650)
                                                     --------------  --------------
Prepaid pension cost (pension liability) recognized                                
  in the consolidated balance sheet                  $       1,328   $      (4,638)
                                                     ==============  ==============
1993                                                                               
----                                                                               
Accumulated benefit obligation (fully vested)        $      (7,695)  $     (28,056)
                                                     ==============  ==============
Projected benefit obligation                         $      (7,695)  $     (28,056)
Fair value of plan assets                                    8,568          19,682 
                                                     --------------  --------------
Projected benefit obligation (in excess of)                                        
  less than plan assets                                        873          (8,374)

Unrecognized net loss                                          583           1,871 
Additional minimum liability                                   -            (1,871)
                                                     --------------  --------------
Prepaid pension cost (pension liability) recognized                                
  in the consolidated balance sheet                  $       1,456   $      (8,374)
                                                     ==============  ==============

31  

10-K405
33rd Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 33rd

The Company's assumptions used as of December 31, 1994 and 1993 in determining  
the pension liabilities shown above were as follows:                            

                                                                [Download Table]

                                      1994      1993  
                                    --------  --------
                                                      
Discount Rate                         8.50%     7.00% 
Long-term rate of return an assets    9.00%     9.00% 

The increase in discount rate used in the computation of the pension liability, 
from 7.00 to 8.50 percent as of December 31, 1994 was based on the Company's    
analysis of the future benefit payment obligations of the defined benefit       
pension plans, discounted at actual spot rates available at December 31, 1994   
on Aa3 industrial sector bonds.  In accordance with the provisions of SFAS No.  
87, "Employers' Accounting for Pensions", this change in discount rate resulted 
in a decrease to the additional minimum pension liability and an increase of    
stockholders' capital of $1,221,000 as of December 31, 1994.  The remaining     
future costs of $650,000 will be amortized over the average remaining life      
expectancy of the inactive participants.                                        

Net pension costs for both the suspended and frozen plans consist of:           

                                                                [Download Table]

                                         Year Ended December 31,           
                               ------------------------------------------- 
(In Thousands)                     1994            1993           1992     
--------------                 -----------    -------------   ------------ 
                                                                           
Service cost-benefits                                                      
   earned during the period    $       201    $        208    $        430 

Interest cost on projected                                                 
   benefit obligation                2,397           2,537           2,925 

Actual return on plan assets           (27)         (2,025)         (2,336)

Net amortization and deferral       (2,474)           (458)           (681)
                               ------------   -------------   -------------

Net periodic pension cost      $        97    $        262    $        338 
                               ============   =============   =============

The Company's assumptions used as of January 1, 1994 and 1993, in determining   
the pension costs shown above were as follows:                                  

                                                                [Download Table]

                                       1994       1993       1992  
                                    ---------  ---------  ---------
                                                                   
Discount rate                         7.00%      7.75%      7.75%  
Long-term rate of return on assets    9.00%      9.00%      9.00%  

During the Company's bankruptcy proceedings, pursuant to a settlement with the  
Pension Benefit Guaranty Corporation (the "PBGC") in 1991, the Company          
established an irrevocable grantor trust ("PBGC Trust") to fund past due and    
certain future contributions.  In January 1992, the Company caused the PBGC     
Trust to pay $3,946,000, which represented all contributions due to the pension 
plans prior to 1992.  In addition, the Company made contributions to these      
plans from the PBGC Trust and operating funds totalling $1,401,000, $1,825,000  
and $1,327,000 during 1994, 1993 and 1992, respectively.  At December 31, 1994  
and 1993, the value of assets in the PBGC Trust was $1,747,000 and $3,122,000,  
respectively; of which $860,000 and $1,375,000, respectively, were reported as  
other current assets on the Company's consolidated balance sheets.              

Amdura adopted Statement of Financial Accounting Standards No. 115, "Accounting 
for Certain Investments in Debt and Equity Securities" ("SFAS No. 115"),        
effective January 1, 1994.  The adoption of this standard did not have a        
material effect on the Company's results of operations or financial position.   

32  

10-K405
34th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 34th

During the period the PBGC Trust has assets, the Company will contribute to the 
pension plans during each calendar year commencing after 1992, an aggregate     
amount equal to the lesser of $1,200,000 or 50 percent of each required minimum 
funding contribution due with respect to the pension plans, subject to further  
limitations based on net cash flow of the Company as defined by the PBGC        
settlement.  At the direction of the Company, the PBGC Trust will pay the       
balance of each required minimum funding contribution due with respect to the   
pension plans after taking into account the contributions made by the Company.  
After the PBGC Trust ceases to have assets, the Company will make such          
contributions to the pensions plans as may be necessary to satisfy the minimum  
funding requirements of ERISA.                                                  

In addition to the above frozen defined benefit plans, the Company has defined  
contribution retirement savings plans.  Certain plans cover substantially all   
employees and provide for a matching contribution by the Company of amounts,    
limited to 3 percent of compensation, contributed by the plans' participants.   
Certain other plans provide for quarterly contributions ranging from 1 to 15    
percent of a participant's eligible compensation based on the participant's age 
and years of service.  The Company's contribution expense related to its        
defined contribution plans was $1,772,000, $1,003,000 and $745,000 for the      
years ended December 31, 1994, 1993 and 1992, respectively.                     

With respect to Crosby and Harris, in conjunction with the adoption of fresh    
start reporting, the Company followed the provisions of APB 16 which required   
the establishment of a $5,822,000 liability to provide certain post retirement  
health care and life insurance benefits to retired employees and to current     
employees, to the extent such benefits have been earned.  With the              
establishment of this liability, the Company effectively adopted the provisions 
of Statement of Financial Accounting Standards No. 106 "Employer's Accounting   
for Post Retirement Benefits other than Pensions" ("SFAS No. 106").             

These benefits provide certain health care and life insurance benefits for      
certain retired employees.  Covered employees may become eligible for those     
benefits if they reach normal retirement age while working for the Company.     
The major provisions and assumptions used in developing the post retirement     
health care and life insurance liabilities are as follows:                      

-- The Company pays for certain hospital and physicians' benefits for           
 non-Medicare retirees.  The Company's retiree health care costs are reduced
when the retiree enters the Medicare program at age 65. The Company also  
provides life insurance coverage for certain employees and retirees.      

-- There is no prefunding for post retirement health and life insurance         
  benefits.  Payments of benefits are dependent on cash flows from operations.

-- The medical trend cost rates assumed an inflation rate of 11 percent         
  for 1994 which decreases through 2015 and remains at six percent in 2016 and
thereafter.                                                               

-- The trend of increasing health care costs continues to adversely             
affect the Company's cost of providing benefits to employees and retirees.
To illustrate, the effect of a one percentage point increase in assumed   
health care cost trend rates for each future year on the aggregate of the 
service and interest cost would approximate $24,000 whereas the total     
accumulated post retirement obligation for health and life insurance      
  benefits would increase by approximately $315,000 using the same one percent
factor.                                                                   

33  

10-K405
35th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 35th

-- A weighted-average discount rate of 8.5 percent and 7.0 percent at           
December 31, 1994 and 1993, respectively, was used to present value all   
future health care and life insurance liabilities.                        

-- A table of expected retirement ages was developed which reflects the         
  experience of the Company. This table had low retirement age beginning at 55
with all employees assumed to retire by age 65.  The 1983 Group Annuity   
Forecast Mortality Table was also used.                                   

At December 31, 1994 and 1993, the Company had $5,640,000 and $5,412,000        
accrued for liabilities under SFAS No. 106, respectively.  During the years     
ended December 31, 1994, 1993 and 1992, respectively, the Company recorded      
service and interest costs of $523,000, $514,000, and $693,000 respectively,    
and paid claims of $271,000, $212,000, and $707,000, respectively.  Previously  
the Company had recorded the cost of such benefits on a pay-as-you-go basis     
which was allowed by generally accepted accounting principles.                  

The Company adopted the provisions of Statement of Financial Accounting         
Standards No. 112, "Employers' Accounting for Postemployment Benefits" ("SFAS   
No. 112"), in the first quarter of 1994.  SFAS No. 112 requires the             
establishment of a liability for certain benefits provided by an employer to    
former or inactive employees after employment but before retirement.            

At December 31, 1994, the Company had $439,000 accrued for liabilities under    
SFAS No. 112.  The effects of adopting the provisions of SFAS No. 112 resulted  
in the recording of a cumulative effect of change in accounting principle of    
$270,000, net of a related income tax benefit of $166,000 as of January 1,      
1994.                                                                           

11.   COMMITMENTS AND CONTINGENCIES                                             

During the course of the Bankruptcy Proceedings, numerous priority,             
administrative and secured claims were filed against the Company by various     
third parties.  Under the Plan, certain allowed priority, administrative and    
secured claims which were approved became the liability of Amdura.  At December 
31, 1994, there was one pending administrative claim outstanding, for which a   
settlement agreement had been reached, and for which the parties were awaiting  
approval of the settlement by the Bankruptcy Court.  The amount of this claim   
and other resolved and unpaid claims are accrued at December 31, 1994.  Parties 
holding claims that have been disallowed or ruled by the Bankruptcy Court to be 
unsecured may attempt to reassert their claims as administrative or priority    
claims, and, some creditors may attempt to assert that their claims are not     
discharged and should continue as post bankruptcy obligations of Amdura.  Based 
on the limited number of such claims received since the effective date of the   
Plan, the Company believes that, if any such additional claims are asserted and 
adversely determined against the Company, there will be no material adverse     
effect on the its financial condition or results of operations as a result of   
such claims.                                                                    

During the Bankruptcy Proceedings, numerous administrative and priority claims  
were filed against the Company regarding the costs of remediating problems at   
numerous sites which the Company or its subsidiaries owned or operated or to    
which alleged hazardous substances generated by the Company or its subsidiaries 
were allegedly transported.  Amdura has substantially completed remediation of  
the sites relating to those allowed claims which became the Company's           
responsibility pursuant to the Plan, and has accrued any estimated remaining    
costs thereof at December 31, 1994.  Subsequent to the effective date of the    
Plan, Amdura has been advised of one site for which the Company is alleged to   
be responsible for remediation costs for which it believes the claim has been   
discharged in the Bankruptcy proceeding.  Amdura is vigorously defending its    
rights to be                                                                    

34  

10-K405
36th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 36th

discharged from this claim, and it is the Company's position that               
remediation costs of this and other sites which were subject to proper          
notification of the bankruptcy should be considered unsecured claims subject to 
discharge in the Bankruptcy Proceeding.  Based on the limited number of such    
claims received since the effective date of the Plan, the Company believes      
that, if any such additional claims are asserted and adversely determined       
against the Company,there will be no material adverse effect on the its         
financial condition or results of operations as a result of such claims.        

During 1992 Amdura National Distribution Company ("Andco"), a liquidating       
estate and former subsidiary of Amdura which filed a voluntary petition of      
bankruptcy at the same time as the Company, filed a lawsuit against the Company 
in Bankruptcy Court seeking approximately $1,050,000 previously held in a cash  
concentration account.  During September 1993, the Bankruptcy Court granted     
summary judgement in favor of Amdura and denied Andco's cross motion for        
summary judgement.  Andco subsequently appealed the Bankruptcy Court's decision 
in Federal District Court for the District of Colorado (the "District Court").  
During May 1994, the District Court issued a judgement for Amdura and against   
Andco, affirming the Bankruptcy Court's earlier decisions.  In September 1994,  
both Amdura and Andco filed briefs in the United States Court of Appeals for    
the Tenth Circuit.  Amdura intends to continue vigorously defending its rights  
to such funds.  Liability, if any, to the Company for repayment of the funds is 
presently not determinable.                                                     

Prior to Amdura's bankruptcy filing, two class action suits were filed against  
the Company and certain former directors.  It was Amdura's position that the    
claims of the plaintiffs have been discharged pursuant to the Plan, with the    
rights of the plaintiffs limited to distributions, if any, available to them    
under the Plan.  The Bankruptcy Court disallowed the "class claims" filed by    
such plaintiffs against Amdura as part of the Bankruptcy Cases, thereby leaving 
the individual class representatives, as opposed to the entire class, as the    
only parties with possible claims against Amdura.  The plaintiffs appealed such 
disallowances as well as the order of the Bankruptcy Court confirming the Plan. 
During August 1994, the District Court issued an order reinstating the "class   
claims" which had been disallowed by the Bankruptcy Court.  The order also      
purported to reverse the Bankruptcy Court's order confirming the Plan.  The     
effectiveness of this order was immediately stayed, and, upon the parties'      
reaching of the settlement discussed below, the order was vacated.              

On August 31, 1994, Amdura entered into a definitive Stipulation of Settlement  
with the representatives of the plaintiff class in the two class action suits,  
and the District Court approved the Stipulation of Settlement in November 1994. 
Pursuant to the Stipulation of Settlement, Amdura will pay $500,000 in cash and 
issue 564,302 shares of its common stock in exchange for a full and final       
release of all claims under the complaints.  The Company recognized a one-time  
special charge of $1,875,000 in the third quarter of 1994 as a result of this   
settlement.                                                                     

The Company and its subsidiaries from time to time are presented with claims    
arising out of their current and former manufacturing and other operations,     
including claims asserting personal injury arising out of the manufacture, sale 
and use of the products of those businesses based on various theories of        
recovery for product liability and for workers compensation.  The Company       
believes that no one such outstanding claim or group of related claims is       
material to the consolidated financial position of Amdura.  Amdura and its      
subsidiaries vigorously defend all product liability claims, and believe that   
their products are safe and suitable for their intended uses. Amdura and its    
subsidiaries have comprehensive general liability insurance under various       
programs which may afford total or partial coverage for certain product claims. 
Prepetition claims identifying Amdura and any of the other Debtors as a         
defendant were subject to the automatic stay under the Bankruptcy Code and to   

35  

10-K405
37th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 37th

discharge in bankruptcy.  Claims against Crosby and Harris were not stayed and  
have not been affected by confirmation of the Plan.                             

Under the terms of the agreement by which Amdura sold certain assets of its     
crane businesses to The American Crane Corporation ("American Crane"), American 
Crane agreed to indemnify Amdura for certain liabilities of such businesses     
which might otherwise be asserted against Amdura.  Included among such          
liabilities are various environmental site and product liability matters        
(including one group of a large number of related matters).  If such indemnity  
were to become ineffective for any reason (including due to American Crane's    
financial condition), then the liabilities covered thereby could revert to      
Amdura.                                                                         

The Company is a defendant in three personal injury lawsuits that have been     
filed in Minnesota in 1994.  The plaintiffs in each suit allege exposure to     
asbestos-containing products of various manufacturers.  The Company has been    
named in each suit as an alleged successor-in-interest to another business      
entity.  The Company purchased substantially all of the assets of the           
predecessor entity in 1967 and sold substantially all of the assets of the      
subject product line in 1969.  The Company's liability in the three pending     
suits is allegedly predicated on the Company's having assumed the liabilities   
of the predecessor entity for acts that occurred prior to the asset             
acquisition.  Based on a review of the facts currently available to the Company 
and of its defenses to the allegations of the lawsuits, the Company believes    
that the disposition of these lawsuits is not likely to have a material adverse 
effect on its financial condition or results of operations.                     

Where the Company is able to estimate the results of legal proceedings and      
environmental and other claims, appropriate accruals have been established.     
The Company had $7,961,000 at December 31, 1994, accrued for such items.        
However, with respect to certain legal proceedings, certain environmental and   
other claims and certain contingent liabilities, the Company is unable to       
estimate the eventual outcome and impact on the consolidated financial          
statements and no provision for any loss that may result from resolution of     
these matters has been made.  In any event, the Company believes that current   
accruals and established sources of cash from operations and other sources are  
adequate to meet the requirements of reasonably expected payments regarding     
legal proceedings and environmental and other claims, and that these payments   
will not have a material adverse effect on the Company's financial condition or 
results of operations.                                                          

The Company has noncancellable commitments for rental of equipment under both   
capital and operating leases which expire at various dates through 2001.        

The following is a schedule by year of future minimum lease commitments under   
all noncancellable leases:                                                      

                                                                [Download Table]

(In Thousands)                                       Operating      Capital   
--------------                                     -----------    ----------- 
                                                                              
1995                                               $       647    $       148 
1996                                                       300            126 
1997                                                       231             76 
1998                                                       121             54 
1999                                                        31             11 
Thereafter                                                  30            -   
                                                   ------------   ------------
Total minimum lease commitments                    $     1,360            415 
                                                   ============               
Less amount representing interest                                          63 
                                                                  ------------
Present value of net minimum lease                                            
   payments                                                       $       352 
                                                                  ============


36  

10-K405
38th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 38th

Certain of the operating leases require the payment of real estate taxes and    
insurance.  Total rent expense was $1,358,000, $1,184,000, and $1,282,000 for   
the years ended December 31, 1994, 1993 and 1992, respectively.                 

12.   INCOME TAXES                                                              

As discussed in Note 3, the Company adopted SFAS No. 109 in 1992.  There was no 
cumulative effect of this change to record in 1992.                             

The provision for income taxes related to continuing operations consists of the 
following:                                                                      

                                                                [Download Table]

                            Year Ended December 31,         
                ------------------------------------------- 
(In Thousands)     1994            1993            1992     
--------------  ------------    -------------  -------------
                                                            
Federal         $      1,431    $       -      $        -   
State                    265               50             13
Foreign                  228               95            178
                -------------   -------------  -------------
Total           $      1,924    $        145   $         191
                =============   ============   =============

The tax effects of net operating loss carryforwards and the temporary           
differences between the financial statement carrying amounts and the tax bases  
of assets (liabilities), are as follows:                                        

                                                                [Download Table]

                                                   Year Ended December 31,          
                                        ------------------------------------------- 
(In Thousands)                             1994            1993            1992     
--------------                          ------------    -------------  -------------
                                                                                    
Current:                                                                            
Allowance for uncollectible                                                         
   accounts receivable                  $        198    $       393    $      1,245 
Inventory obsolescence reserves                1,125          1,046           1,231 
Reserve for LIFO inventories                    (913)          (927)         (1,013)
Warranty, insurance and other reserves         3,415          3,498           3,756 
Environmental reserves                           533            786           1,808 
Other                                            488            549           1,196 
Less:  valuation allowance                    (4,846)        (5,345)         (8,223)
                                        -------------   -------------  -------------

                                                 -              -               -   
                                        -------------   ------------   -------------
Noncurrent:                                                                         
Property, plant and equipment,                                                      
   net                                        (7,412)         (7,900)        (7,458)
Income tax loss carryforwards                 24,510          25,429         22,130 
Pension and post retirement                                                         
   benefit accrual                             3,106           4,095          4,449 
Other                                             60             57             855 
Less:  valuation allowance                   (20,264)       (21,681)        (19,976)
                                        -------------   ------------   -------------
                                                 -              -               -   
                                        -------------   ------------   -------------
Total                                   $        -      $       -      $        -   
                                        =============   ============   =============

37  

10-K405
39th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 39th

In connection with the adoption of fresh start accounting, net deferred         
tax assets, including tax loss carryforwards, were offset by a valuation        
allowance due to the uncertainty of future realization.  SFAS No. 109 and SOP   
90-7 require that a charge to income tax expense be made as these future tax    
benefits are realized, and the related reversal of the valuation allowance will 
be used first to reduce reorganization value in excess of amounts allocable to  
identifiable assets and other intangibles until exhausted and thereafter, be    
reported as a direct addition to capital.  During 1994, the Company reduced     
reorganization value in excess of amounts allocable to identifiable assets by   
approximately $1,500,000.  The future tax benefits to be realized from the      
utilization of deferred deductible temporary differences and net operating loss 
carryforwards will correspondingly reduce future tax payments to the Internal   
Revenue Service.                                                                

A valuation allowance is provided when it is more likely than not that some     
portion or all of the deferred tax assets will not be realized.  The Company    
has established a valuation allowance for the deferred tax assets to the extent 
it is not offset by deferred tax liabilities due to the uncertainty surrounding 
the Company's ability to generate sufficient taxable income in order to realize 
these assets during the carryforward period.                                    

A reconciliation setting forth the difference between income taxes at the 34    
percent Federal statutory rate and the Company's effective income tax rate on   
continuing operations is summarized as follows:                                 

                                                                [Download Table]

                                                 Year Ended December 31,          
                                      ------------------------------------------- 
(In Thousands)                            1994            1993           1992     
--------------                        -------------   -----------     ----------- 
                                                                                  
Computed income tax                                                               
   expense (benefit) at                                                           
   statutory rates                    $      1,204    $     1,003    $     (6,072)
Increase (decrease)                                                               
   as a result of:                                                                
       Intangible asset adjustment             -              -             3,409 
       Intangible asset amortization           375            375             734 
       Reversion of pension assets             115            -               -   
       Increase (decrease) in                                                     
         valuation allowance                   -           (1,111)          1,194 
       Other items, net                        230           (122)            926 
                                      -------------   ------------   -------------

Provision for                                                                     
   income taxes                       $      1,924    $       145    $        191 
                                      =============   ============   ============ 

At December 31, 1994, the Company had significant net operating loss            
carryforwards which originated prior to November 1, 1991.  However, due to      
certain change of ownership requirements of the Internal Revenue Code,          
utilization of the net operating loss carryforwards is limited to approximately 
$39,000,000 at the rate of $2,734,000 per year through 2005.  In addition, the  
Company has net operating loss carryforwards generated subsequent to October    
31, 1991 of  approximately $25,400,000 which expire through 2008.               

The utilization of these net operating loss carryforwards may be limited if     
changes in the Company's stock ownership, as defined in the Internal Revenue    
Code, exceed 50 percent of the value of the Company's stock during any three    
year period.  The calculation of the limitation is based on the fair            

38  

10-K405
40th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 40th

value of the Company, the Federal long-term interest rate and the               
expiration periods of the existing net operating loss carryforwards.  The       
calculation at December 31, 1994 reflects a change in ownership of approximately
45 percent during the previous three year period.                               

13.   ACQUISITIONS                                                              

During 1994, in two separate transactions, the Company acquired certain assets  
and assumed certain liabilities of companies engaged in similar manufacturing   
operations.  The aggregate purchase price, including assumed liabilities of     
$1,460,000, was $6,628,000 and was allocated to the acquired assets based upon  
their fair value at the purchase dates with the excess of $2,457,000 being      
recorded as costs in excess of net assets acquired.  The purchase price         
consisted of $1,250,000 and 2,151 shares of Series B Preferred Stock.           

14.   INTANGIBLE ASSET ADJUSTMENT                                               

As discussed in Note 2, in the fourth quarter of 1992, the Bank Group exchanged 
$27,768,000 in debt for additional stock in the Company.  This debt             
restructuring was caused by reduced cash flows resulting from the negative      
impact of soft domestic and foreign economies and increased competition in      
certain markets.  In connection with the exchange of stock for debt, and to     
reflect the impact of other changes in projected sales volume and cost          
structure, the Company revised the estimate of discounted cash flows from       
projected future operations originally prepared upon emergence from bankruptcy  
and determined that the revised discounted cash flows were not sufficient to    
support the recorded amount of the reorganization value in excess of amounts    
allocable to identifiable assets.  Accordingly, the Company recorded a          
valuation adjustment in 1992 of $10,029,000 or $0.81 per share for the          
write-down of this intangible asset.                                            

15.   COSTS AND EXPENSES                                                        

The Company incurred product research and development costs of $737,000,        
$498,000 and $1,136,000 for the years ended December 31, 1994, 1993, and 1992,  
respectively.                                                                   

The Company incurred product advertising costs of $2,284,000, $1,621,000 and    
$1,337,000 for the years ended December 31, 1994, 1993 and 1992, respectively.  

The Company recorded a $600,000 reduction of selling and administrative         
expenses as a result of the favorable resolution of certain matters related to  
the Amdura bankruptcy reorganization which occurred during the second quarter   
of 1994.                                                                        

The Company recorded nonrecurring costs associated with bankruptcy related      
matters, suspension of certain pension plans, the relocation of Harris'         
corporate offices and other items totalling $3,441,000 in 1992.                 

16.   FINANCIAL INSTRUMENTS                                                     

The carrying amount of Amdura's financial instruments approximates fair value   
due to the short term maturity of cash and cash equivalents, the classification 
of PBGC Trust assets as trading                                                 

39  

10-K405
41st Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 41st
securities pursuant to SFAS No. 115 and the refinancing of the Company's        
long-term debt on September 30, 1994.                                           

17.   OPERATIONS BY GEOGRAPHIC AREA AND EXPORT SALES                            

Net sales by geographic area consist of:                                        

                                                        [Enlarge/Download Table]

                                                        Year Ended December 31,          
                                             ------------------------------------------- 
(In Thousands)                                    1994           1993            1992    
--------------                               -------------   -------------   ----------- 
                                                                                         
United States                                $    131,823    $   116,604    $    112,930 
Other Western Hemisphere                           12,726         10,609          10,026 
Europe                                             18,947         17,757          19,302 
Elimination of transfers between geographic                                              
areas:                                                                                   
  United States                                   (10,562)        (8,714)         (9,794)
  Other Western Hemisphere                         (3,070)        (2,223)         (2,141)
  Europe                                           (5,073)        (4,606)         (3,504)
                                             -------------   ------------   -------------
Total                                        $    144,791    $   129,427    $    126,819 
                                             =============   ============   =============

Income (loss) before income taxes by geographic area consists of:               

                                                                [Download Table]

                                               Year Ended December 31,          
                                    ------------------------------------------- 
(In Thousands)                          1994            1993           1992     
--------------                      -------------   -------------   ----------- 
                                                                                
United States                       $      8,477    $     6,504    $      1,486 
Other Western Hemisphere                     563             69             526 
Europe                                       125            453              47 
Corporate administration, interest                                              
  reorganization items and other          (5,624)        (4,076)        (19,920)
                                    -------------   ------------   -------------
Total                               $      3,541    $     2,950    $    (17,861)
                                    =============   ============   =============

Identifiable assets by geographic area consist of:                              

                                                                [Download Table]

                                     Year Ended December 31,          
                          ------------------------------------------- 
(In Thousands)                1994            1993           1992     
--------------            -------------   -------------   ----------- 
                                                                      
United States             $    108,906    $    92,402    $     94,228 
Other Western Hemisphere         6,585          7,534           7,173 
Europe                           9,864          8,822          11,314 
Corporate and other              2,411          3,743           5,818 
                          -------------   ------------   -------------

Total                     $    127,766    $   112,501    $    118,533 
                          =============   ===========    =============

40  

10-K405
42nd Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 42nd

U.S. export sales to unaffiliated customers by destination of sale consist of:  

                                                                [Download Table]

                               Year Ended December 31,          
                    ------------------------------------------  
(In Thousands)          1994            1993           1992     
--------------      -------------   -------------   ----------- 
                                                                
Western Hemisphere  $      5,984    $     4,482    $      3,464 
Far East                   4,829          4,449           3,637 
Europe and other           1,239          1,318           1,348 
                    -------------   ------------   -------------
Total               $     12,052    $    10,249    $      8,449 
                    =============   ============   =============

18.   QUARTERLY FINANCIAL INFORMATION (UNAUDITED)                               

                                                        [Enlarge/Download Table]

                                                   Year Ended December 31, 1994                
                                  ------------------------------------------------------------ 
(In Thousands, Except                  1st              2nd             3rd           4th      
Per Share Amounts)                    Quarter         Quarter        Quarter        Quarter    
------------------                -------------   -----------     ----------      ----------   
                                                                                               
Net sales                         $     31,380    $     34,796    $     39,041    $     39,574 
Gross margin                             6,520           7,508           8,150           9,051 
Income tax (credit)                        119             823            (125)          1,107 
Income (loss) before change in                                                                 
accounting principle              $        415    $      1,028    $       (652)   $        826 
Cumulative effect of change in                                                                 
accounting principle                      (270)            -               -               -   
                                  -------------   -------------   -------------   -------------

Net income (loss)                 $        145    $      1,028    $       (652)   $        826 
                                  =============   =============   =============   =============
Net income (loss) per common and                                                               
 common equivalent share:                                                                      
 Income (loss) before change in                                                                
   accounting principle           $        .02    $        .04    $       (.03)   $        .03 
 Cumulative effect of change in                                                                
   accounting principle                   (.01)            -               -               -   
                                  -------------   -------------   -------------   -------------
Net income (loss)                 $        .01    $        .04    $       (.03)   $        .03 
                                  =============   =============   =============   =============
Common stock prices:                                                                           
 High                                     2-5/8           2-3/8           2-1/8               2
 Low                                          2           1-7/8           1-1/2           1-1/2

41  

10-K405
43rd Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 43rd

                                                        [Enlarge/Download Table]

                                              Year Ended December 31, 1993                
                             ------------------------------------------------------------ 
(In Thousands, Except             1st             2nd             3rd            4th      
Per Share Amounts)              Quarter         Quarter         Quarter        Quarter    
------------------           -------------   ------------    ------------    ------------ 
                                                                                          
Net sales                    $     32,040    $     35,476    $     31,105    $     30,806 
Gross margin                        6,832           6,870           6,335           5,900 
Income tax (credit)                   (5)              92              89             (31)
Net income                            918             965             526             396 
Net income per common and                                                                 
    common equivalent share           .04             .04             .02             .02 
Common stock prices:                                                                      
    High                            3-3/4           3-3/8               3           2-1/2 
    Low                                 2           2-3/8           1-7/8           1-7/8 

                                                        [Enlarge/Download Table]

                                             Year Ended December 31, 1992                
                            ------------------------------------------------------------ 
(In Thousands, Except            1st             2nd             3rd            4th      
Per Share Amounts)             Quarter         Quarter         Quarter        Quarter    
------------------           ------------   ------------    ------------    ------------ 
                                                                                         
Net sales                   $     30,763    $     32,910    $     33,080    $     30,006 
Gross margin                       5,407           5,946           5,498           4,377 
Income tax (credit)                   59             131              42             (41)
Loss from continuing                                                                     
   operations                     (1,070)           (696)         (1,357)        (14,929)
Net loss per common and                                                                  
   common equivalent share          (.09)           (.05)           (.11)       (1.20)(1)
Common stock prices:                                                                     
   High                            5-3/8               8               5           3-1/8 
   Low                             2-1/2           1-7/8           2-3/4           1-7/8 

Fully diluted per share data is not presented because it would be               
anti-dilutive.                                                                  

(1)  Loss per share for the fourth quarter of 1992 included a valuation         
    adjustment of ($.81) related to the write-down of the reorganization value
    in excess of amounts allocable to identifiable assets as discussed in Note
14, and a special charge of ($.07) related to the suspension of three 
defined benefit pension plans as discussed in Note 10.                

* * * * * 

42  

10-K405
44th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 44th

ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON                   
ACCOUNTING AND FINANCIAL DISCLOSURE                   

None.                                                                           

PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                 

Information required by this item is incorporated by reference to the   
information under the caption "Election of Directors" in the Proxy Statement.   

ITEM 11.     EXECUTIVE COMPENSATION                                             

Information required by this item is incorporated by reference to the   
information under the caption "Executive Compensation" in the Proxy Statement.  

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     

Information required by this item is incorporated by reference to the   
information under the caption "Security Ownership of Certain Beneficial Owners  
and Management" in the Proxy Statement.                                         

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     

Information required by this item is incorporated by reference to the   
information under the caption "Certain Relationships and Related Transactions"  
in the Proxy Statement.                                                         

43  

10-K405
45th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 45th
PART IV 

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K     

(a)(1)  The financial statements required to be filed by "Item 8--Financial     
     Statements and Supplementary Data" of this Annual Report on Form 10-K
     are included as part of Item 8 hereto.  See the Index to Consolidated
       Financial Statements included as part of Item 8 here to which is hereby
incorporated by reference herein.                               

(2)  The list of financial statement schedules required to be filed by    
    "Item 8--Financial Statements and Supplementary Data" of this Annual
Report on Form 10-K is as follows:                              
                                                                      Page
                                                                      ----
    Schedule II--Valuation and Qualifying Accounts   . . . . . . . .  47

     All other schedules of the Company for which provision is made in the
applicable accounting regulations of the Securities and Exchange
 Commission are not required under the related instructions or are
inapplicable, and therefore have been omitted.                  

(3)  The list of exhibits required to be filed with this Annual Report on 
Form 10-K is set forth in Item  14(c) hereof.                   

(b)    During the fourth quarter of 1994, Amdura filed the following current  
report on Form 8-K:                                             

      Current Report on Form 8-K, dated October 13, 1994, filed with respect
to items 5 and 7 on  October 14, 1994.                          

(c)    The following exhibits are filed herewith or are incorporated herein by
reference:                                                      

Exhibit                                                                         
No.                             Description                                 
-------                           -----------                                   

2.1   Debtors' Fifth Amended Joint Plan of Reorganization, filed with the       
     Bankruptcy Court on June 12, 1991.  (Incorporated by reference to Exhibit
2.3 of the Form 10-K filed by Amdura with the Commission on July 11,
1991.)                                                              

3.1   Restated Certificate of Incorporation of Amdura Corporation as currently  
  in effect.  (Incorporated by reference to Exhibit 3.1 to the Form 10-K
filed by Amdura with the Commission on March 30, 1994.)             

3.2   Amdura Corporation Bylaws and all amendments thereto as currently in      
     effect.  (Incorporated by reference to Exhibit 3.2 to the Form 10-K filed
by Amdura with the Commission on March 30, 1994.)                   

10.1  Parent Guaranty (excluding the schedules and exhibits thereto), dated as  
   of September 30, 1994, by Amdura Corporation in favor of Sanwa Business
     Credit Corporation (Incorporated by reference to Exhibit 10.1 to the Form
10-Q filed by Amdura with the Commission on November 14, 1994.)     

44  

10-K405
46th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 46th

Exhibit                                                                         
No.                                 Description                             
-------                               -----------                               

10.2  Loan Agreement (excluding the schedules and exhibits thereto), dated as   
of September 30, 1994, among The Crosby Group, Inc. as Borrower, the
 Lenders named therein and Sanwa Business Credit Corporation, as agent
(Incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by
Amdura with the Commission on November 14, 1994.)                   

10.3  Loan Agreement (excluding the schedules and exhibits thereto), dated as   
   of September 30, 1994, among The Harris Waste Management Group, Inc. as
Borrower, the Lenders named therein and Sanwa Business Credit       
   Corporation, as agent (Incorporated by reference to Exhibit 10.3 to the
Form 10-Q filed by Amdura with the Commission on November 14, 1994.)

10.4  Amdura Corporation 1992 Stock Option Plan, as amended (Compensatory       
     Plan).  (Incorporated by reference to Exhibit 10.5 to the Form 10-K filed
by Amdura with the Commission on March 30, 1994.)                   

10.5  Registration Rights Agreement dated as of December 23, 1992, among Amdura 
 Corporation and the Subordinated Term Loan Lenders.  (Incorporated by
reference to Exhibit 10.6 to the Form 8-K filed by Amdura with the  
Commission on December 28, 1992.)                                   

10.6  Amdura's Bonus Plan, general description.  (Incorporated by reference to  
 Exhibit 10.24 to the Form 10-K filed by Amdura with the Commission on
December 11, 1990.) (Compensatory Plan).                            

10.7  (i) Amdura Liquidating Trust Agreement No. 1 dated as of October 23,      
1991, between Amdura and Tom H. Connolly, as Trustee; (ii) Amdura   
   Liquidating Trust Agreement No. 2 dated as of October 23, 1991, between
  Amdura and Tom H. Connolly, as Trustee; (iii) Amdura Liquidating Trust
   Agreement No. 3 dated as of October 23, 1991, between Amdura and Tom H.
     Connolly, as Trustee; (iv) Amdura Liquidating Trust Agreement No. 4 dated
   as of October 23, 1991, between Amdura and Tom H. Connolly, as Trustee;
 (v) Amdura Liquidating Trust Agreement No.  5 dated as of October 23,
   1991, between Amdura and Tom H. Connolly, as Trustee.  (Incorporated by
reference to Exhibit 10.8 to the Form 10-K filed by Amdura with the 
Commission on May 19, 1992.)                                        

10.8  (i) Indemnity Agreement between Amdura and James A. Bach effective as of  
 March 24, 1992; (ii) Indemnity Agreement between Amdura and Marvin L.
    Dimond effective as of March 24, 1992; (iii) Indemnity Agreement between
  Amdura and Mark M. Metz effective as of March 24, 1992; (iv) Indemnity
Agreement between Amdura and Paul C. Meyer effective as of March 24,
1992; (v) Indemnity Agreement between Amdura and Larry L. Postelwait
   effective as of March 24, 1992; (vi) Indemnity Agreement between Amdura
and C. David Bushley effective as of July 8, 1993; (vii) Indemnity  
     Agreement between Amdura and John W. Gildea effective as of July 8, 1993;
     (viii) Indemnity Agreement between Amdura and Tracey L. Rudd effective as
of July 8, 1993; (ix) Indemnity Agreement between Amdura and Robert 
   LeBuhn effective as of October 8, 1993; (x) Indemnity Agreement between
     Amdura and Frederick W. Whitridge, Jr. effective as of February 28, 1994.
 (Except for the parties thereto and the addresses of such parties for
    notice purposes, the above-referenced Indemnity Agreements are identical
   in all material respects.  Accordingly, Amdura has filed a copy of only
   one such agreement).  (Incorporated by reference to Exhibit 10.9 to the
Form 10-K filed by Amdura with the Commission on May 19, 1992.)     

45  

10-K405
47th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 47th

Exhibit                                                                         
No.                               Description                               
-------                             -----------                                 
10.9  (i) Registration Rights Agreement between Amdura and the Amdura           
    Liquidating Trust No. 1 dated as of November 30, 1991; (ii) Registration
  Rights Agreement between Amdura and Continental Bank, N.A. dated as of
     November 30, 1991; (iii) Registration Rights Agreement between Amdura and
Seattle-First National Bank dated as of November 30, 1991; (iv)     
    Registration Rights Agreement between Amdura and Norwest Bank Minnesota,
 N.A. dated as of November 30, 1991; (v) Registration Rights Agreement
  between Amdura and Patricia Investments, Inc. dated as of November 30,
1991; (vi) Registration Rights Agreement between Amdura and         
Internationale Nederlanden Bank N.V. (a/k/a NMB Postbank Group N.V.)
dated as of November 30, 1991; (vii) Registration Rights Agreement  
  between Amdura and Generale Bank dated as of November 30, 1991; (viii)
Registration Rights Agreement between Amdura and Pilgrim Prime Rate 
  Trust dated as of November 30, 1991.  (Except for the parties thereto,
    the above-referenced Registration Rights Agreements are identical in all
material respects.  Accordingly, Amdura has filed a copy of one such
     agreement).  (Incorporated by reference to Exhibit 10.10 to the Form 10-K
filed by Amdura with the Commission on May 19, 1992.)               

11.1  Calculation of Net Income (Loss) per Common Share and Common Equivalent   
Share.                                                              

22.1  Subsidiaries of the Registrant.  (Incorporated by reference to Exhibit    
  22.1 to the Form 10-K filed by Amdura with the Commission on March 30,
1994.)                                                              

27.1  Financial Data Schedule.                                                  

46  

10-K405
48th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 48th

AMDURA CORPORATION AND SUBSIDIARIES                                             

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS                                 
(In Thousands)                                                                  

                                                        [Enlarge/Download Table]

 Column A                      Column B             Column C             Column D      Column E 
---------                      --------     ------------------------     --------      -------- 
                                                   Additions                                    
                                            ------------------------                            
                                             Charged        Charged                             
                              Balance at     to Costs         to                       Balance  
                              Beginning        and           Other                     at End   
Classification                of Period      Expenses      Accounts     Deductions    of Period 
--------------                ---------      --------      --------     ----------    --------- 
                                                                                                
Deductions from assets                                                                          
  to which they apply:                                                                          

  Allowance for                                                                                 
    uncollectible accounts:                                                                     
    Year ended                                                                                  
      December 31, 1994      $     1,120  $        260    $        41  $       709  $        712
    Year ended                                                                                  
      December 31, 1993              975           617             18          490         1,120
    Year ended                                                                                  
      December 31, 1992              630           578            -            233           975

  Reorganization value in                                                                       
    excess of amounts                                                                           
    allocable to                                                                                
    identifiable                                                                                
    assets - accumulated                                                                        
    amortization:                                                                               
    Year ended                                                                                  
      December 31, 1994      $     2,806  $        847    $       -    $       -    $      3,653
    Year ended                                                                                  
      December 31, 1993            1,891           915            -            -           2,806
    Year ended                                                                                  
      December 31, 1992              246         1,645            -            -           1,891

  Costs in excess of net                                                                        
    assets acquired -                                                                           
    accumulated                                                                                 
    amortization:                                                                               
    Year ended                                                                                  
      December 31, 1994      $       -    $        132    $       -    $       -    $        132
    Year ended                                                                                  
      December 31, 1993              -             -              -            -             -  
    Year ended                                                                                  
      December 31, 1992              -             -              -            -             -  

47  

10-K405
49th Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 49th
SIGNATURES  

     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.                       

          AMDURA CORPORATION

Date: March 15, 1995               By  /s/ James A. Bach                        
                   -----------------------
                    James A. Bach, President
                       and Chief Operating Officer

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          
registrant and in the capacities and on the dates indicated.                    

Date: March 15, 1995                /s/ Frederick W. Whitridge, Jr.             
                        --------------------------------
                            Frederick W. Whitridge, Jr.,
                     Chairman of the Board

Date: March 15, 1995                /s/ James A. Bach                           
                        --------------------------------
                        James A. Bach, Director,
             President and
                       Chief Operating Officer

Date: March 15, 1995                /s/ C. David Bushley                        
                        --------------------------------
                             C. David Bushley, Senior Vice
                      President, Finance and
                  Administration and
                       Chief Financial Officer
                        (Principal Financial and
                   Accounting Officer)

Date: March 15, 1995                /s/ Marvin L. Dimond                        
                        --------------------------------
                          Marvin L. Dimond, Director

Date: March 15, 1995                /s/ John W. Gildea                          
                        --------------------------------
                        John W. Gildea, Director

Date: March 15, 1995                /s/ Robert LeBuhn                           
                        --------------------------------
                       Robert LeBuhn, Director

Date: March 15, 1995                /s/ Paul C. Meyer                           
                        --------------------------------
                       Paul C. Meyer, Director

Date: March 15, 1995                /s/ Tracey L. Rudd                          
                        --------------------------------
                        Tracey L. Rudd, Director

48  

10-K405
Last Page of 50
TOC
1st
Previous
Next
↓Bottom
Just 50th
EXHIBIT INDEX 

                                                                [Download Table]

                                                                SEQUENTIALLY 
EXHIBIT NUMBER                   DESCRIPTION                    NUMBERED PAGE
--------------                   -----------                    -------------
                                                                             

    11.1            Calculation of Net Income (Loss) per Common      50      
                    Share and Common Equivalent Share.                       

    27.1            Financial Data Schedule                          51      


49  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
		10/1/01		13		29
		10/1/97		13		29
		4/1/97		29
		4/1/95		13		29
Filed on:		3/15/95		49
		2/28/95		1
		2/17/95		17
		2/15/95		11
For Period End:		12/31/94		1		48			10-K405/A
		12/1/94		7
		11/22/94		7
		11/14/94		45		46			10-Q
		10/14/94		45					8-K
		10/13/94		45					8-K
		9/30/94		12		46			10-Q
		8/31/94		7		36
		8/3/94		7
		7/9/94		30
		5/10/94		10
		4/11/94		10					DEF 14A
		4/1/94		29
		3/30/94		45		47
		2/28/94		46
		2/17/94		18
		1/1/94		17		35
		12/31/93		4		48
		10/8/93		46
		9/22/93		10
		9/13/93		10
		7/26/93		10
		7/8/93		46
		7/2/93		10
		1/8/93		30
		1/1/93		33
		12/31/92		12		48
		12/28/92		46
		12/23/92		30		46
		10/20/92		10
		5/19/92		46		47
		5/9/92		10
		5/1/92		10
		4/9/92		10
		3/24/92		46
		1/1/92		30
									List all Filings