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Amdura Corp – ‘10-K405/A’ for 12/31/94

As of: Monday, 4/10/95 · For: 12/31/94 · Accession #: 950128-95-81 · File #: 1-05027

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/10/95  Amdura Corp                       10-K405/A  12/31/94    1:51K                                    Bowne of Pittsbur… 01/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405/A   Amdura 10-K405/A                                      22     93K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Base Salary Certain Relationships and Related Transactions Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management Stock Options
1	1st Page - Filing Submission
2	Item 10. Directors and Executive Officers of the Registrant
8	Item 11. Executive Compensation
10	Stock Options
14	Base Salary
17	Item 12. Security Ownership of Certain Beneficial Owners and Management
21	Item 13. Certain Relationships and Related Transactions

10-K405/A 1st Page of 22 TOC ↑Top Previous Next ↓Bottom Just 1st
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM 10-K/A 
(AMENDMENT No. 1) 

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)

     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 

None. 

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PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                 

DIRECTORS                                                                       

            The following table sets forth certain information with respect to
each of the seven current members of the Company's Board of Directors.          

                                                        [Enlarge/Download Table]

                                                 OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE        
     NAME AND POSITION HELD       AGE                      YEARS AND OTHER DIRECTORSHIPS                 
--------------------------------  ---         ------------------------------------------------------     
                                                                                                         
James A. Bach, President and      44   Mr. Bach has been the President and Chief Operating Officer of    
Chief Operating Officer,               Amdura since September 1994.  From 1989 until 1994, Mr. Bach was  
Director, Member of the                the President, Chief Executive Officer and a director of The      
Executive Committee and the            Morningstar Group, Inc. (a producer and distributor of dairy      
Corporate Responsibility               products).  From 1987 to 1989, Mr. Bach was the President and     
Committee                              Chief Executive Officer of Palm Dairies, Ltd. (a dairy products   
                                       company).  From 1986 to 1987, Mr. Bach was employed by Borden Inc.
                                       (a food producer) as a director of special projects.  Mr. Bach has
                                       been a director of the Company since 1992.                        

Marvin L. Dimond, Director,       60   Since 1990, Mr. Dimond has been the President, Chief Executive    
Chairman of the Audit Committee        Officer and a director of Switzerland of America, Inc. (a jeep    
and the Corporate                      rental company and tour operator).  Mr. Dimond worked in various  
Responsibility Committee,              capacities for Texaco Inc. (a petroleum products company) and its 
Member of the Compensation             affiliates from 1953 to 1990, including the following positions:  
Committee and the Pension              from 1988 to 1990, Mr. Dimond was the President and Chief         
Committee                              Executive Officer of Texaco Lubricants Company, North America (a  
                                       division of Texaco Refining and Marketing Inc.) with              
                                       responsibility for research, product development, supply,         
                                       manufacturing, marketing and distribution of a complete line of   
                                       lubricants and coolants; from 1986 to 1988, Mr. Dimond was the    
                                       General Manager - Wholesale Marketing for Texaco Refining and     
                                       Marketing Inc.  Mr. Dimond has been a director of the Company     
                                       since 1992.                                                       

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                                                        [Enlarge/Download Table]

                                                  OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE       
     NAME AND POSITION HELD        AGE                      YEARS AND OTHER DIRECTORSHIPS                
--------------------------------   ---         ------------------------------------------------------    
                                                                                                         
John W. Gildea, Director,          51   Since 1990, Mr. Gildea has been General Partner and Managing     
Member of the Finance                   Director of Gildea Management Co. L.P., which has been an advisor
Committee, the Pension                  to The Network Company I Limited and The Network Company II      
Committee and the Executive             Limited, two Jersey, Channel Islands companies that invest in    
Committee                               United States companies.  From 1986 to 1990, he was Senior Vice  
                                        President of Donaldson, Lufkin & Jennrette (an investment banking
                                        firm).  Mr. Gildea has also been President of Gildea Investment  
                                        Co. (a private unregistered investment advisory firm) since 1983.
                                        He is a director of Harn Food (a health food concern) and of     
                                        America Service Group, Inc. (a provider of health care to prison 
                                        inmates).  Mr. Gildea has been a director of the Company since   
                                        1993.                                                            

Robert LeBuhn, Director, Member   62    Since December 31, 1994, Mr. LeBuhn has been self-employed as an 
of the Audit Committee, the             independent counselor to Investor International (U.S.), Inc., a  
Pension Committee, the                  subsidiary of Investor AB (a Swedish investment company).  From  
Corporate Responsibility                1992 to 1994, he was Chairman of Investor International (U.S.),  
Committee and the Stock Option          Inc.  Prior thereto, Mr. LeBuhn was President of Investor        
Committee                               International (U.S.), Inc.  He is a director of USAir Group, Inc.
                                        (an airline holding company), Acceptance Insurance, Inc. (an     
                                        insurance company), Lomas Financial Corp. (a financial services  
                                        company), Cambrex Corp. (a specialty chemical company) and Enzon 
                                        Inc. (a biological products manufacturer).  Mr. LeBuhn has been a
                                        director of the Company since 1993.                              


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                                                        [Enlarge/Download Table]

                                                 OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE        
     NAME AND POSITION HELD       AGE                      YEARS AND OTHER DIRECTORSHIPS                 
--------------------------------  ---         ------------------------------------------------------     
                                                                                                         
Paul C. Meyer, Director,          47   Mr. Meyer has been Senior Vice President and General Manager of   
Chairman of the Compensation           Viacom New Media, Inc. (a developer and publisher of multimedia   
Committee and Member of the            software and a division of Viacom International) since January    
Audit Committee and the Finance        1994.  He has also been President of Paul C. Meyer & Associates,  
Committee                              Inc., a financial consulting firm specializing in financial and   
                                       operational restructuring of companies, since October 1991.  Mr.  
                                       Meyer has been a financial consultant to Automotive Industries,   
                                       Inc. (an automotive parts manufacturer) since September 1989.     
                                       Since February 1990 he has been the President of Superior Toy &   
                                       Manufacturing Company (a toy company), for which an involuntary   
                                       petition for bankruptcy under Chapter 7 of the Code was filed     
                                       (such petition was converted to bankruptcy under Chapter 11 of the
                                       Code on March 29, 1990).  From October 1988 to August 1989, he was
                                       Executive Vice President, Chief Financial Officer and Co-Chief    
                                       Operating Officer of Elkay Industries, Inc. (a manufacturer of    
                                       children's apparel).  Mr. Meyer is also a director of Acorn       
                                       Venture Capital Corporation (a venture capital firm).  Mr. Meyer  
                                       has been a director of the Company since 1992.                    

Tracey L. Rudd, Director,         40   Since June 1994, Ms. Rudd has been Managing Director of ING Equity
Chairman of the Stock Option           Partners, L.P. I (an investment partnership specializing in       
Committee, Member of the               private equity and restructurings), an affiliate of Internationale
Executive Committee, the               Nederlanden Bank N.V. (an international banking concern).  From   
Finance Committee and the              1991 to 1994, she was Senior Vice President and Manager of the    
Compensation Committee                 Corporate Restructuring Department of Internationale Nederlanden  
                                       (U.S.) Capital Corporation. From 1988 to 1991, she served as      
                                       Director of Asset Recovery Management for Merrill Lynch & Co. (a  
                                       financial services company).  Ms. Rudd has been a director of the 
                                       Company since 1993.                                               

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                                                        [Enlarge/Download Table]

                                                 OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE       
     NAME AND POSITION HELD       AGE                      YEARS AND OTHER DIRECTORSHIPS                
--------------------------------  ---         ------------------------------------------------------    

                                                                                                        
Frederick W. Whitridge, Jr.,      39   Mr. Whitridge has been Chairman of the Board of the Company since
Director, Chairman of the              November 1994.  He has served as President of Archipelago Corp., 
Pension Committee and the              the General Partner of Orcas Limited Partnership (an investment  
Executive Committee, Member of         partnership) since October 1993.  Prior thereto, he served as    
the Finance Committee                  President of Investor International (U.S.), Inc., a subsidiary of
                                       Investor AB (a Swedish investment company) from June 1992 to     
                                       October 1993.  From July 1988 to June 1992, Mr. Whitridge served 
                                       as Vice President and Chief Investment Officer of Investor       
                                       International (U.S.), Inc.  From January 1986 to July 1988, Mr.  
                                       Whitridge was an associate with Anestis & Co. (an investment     
                                       firm).  Mr. Whitridge was a director of the Company from March   
                                       1992 to October 1993, and has been a current director since      
                                       February 1994.                                                   

EXECUTIVE OFFICERS OF THE COMPANY WHO ARE NOT ALSO DIRECTORS                    

        C. David Bushley, age 52, was elected Vice President and Chief
Financial Officer of Amdura on April 14, 1993, and Senior Vice                  
President--Finance and Administration and Chief Financial Officer on February   
28, 1994.  From 1990 to 1993, he served as Chief Lending Officer of Dime        
Savings Bank (a commercial bank), and from 1989 to 1990 he was employed as      
President of National City Mortgage Company (a mortgage company).  From 1980 to 
1989, Mr. Bushley was employed in various executive capacities by Merrill Lynch 
& Co. (a financial services company), including President of Merrill Lynch      
Mortgage Company, President of Merrill Lynch Private Capital, and Chief Credit  
Officer of Merrill Lynch & Co.                                                  

        Larry L. Postelwait, age 43, has served as a Vice President of
Amdura since March 1992.  Mr. Postelwait became President of The Crosby Group,  
Inc. ("Crosby"), a wholly-owned subsidiary of the Company, in May 1987.  Prior  
thereto, Mr. Postelwait served as Vice President of Operations, in charge of    
all domestic manufacturing and distribution of Crosby.  Mr. Postelwait has      
spent his entire career with Crosby.                                            

        Mark M. Metz, age 48, has served as a Vice President of Amdura
since March 1992 and as Vice President - Finance of Crosby since March 1985.    

BOARD MEETINGS AND COMMITTEES OF THE BOARD                                      

           During that portion of the year ended December 31, 1994 for which
he or she served as a director, each incumbent director attended at least 75%   
of the aggregate of (a) the total number of meetings held by the Board of       
Directors and (b) the total number of meetings held by all committees of the    
Board on which he or she served.  In 1994 the Board of Directors held twelve    
meetings and acted three times by means of unanimous consent in lieu of         
meetings.                                                                       

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10-K405/A 6th Page of 22 TOC 1st Previous Next ↓Bottom Just 6th
Executive Committee                                   

            The Executive Committee's responsibilities include considering and
reviewing matters affecting the Company and, in certain circumstances,          
exercising the authority of the Board of Directors in the management of the     
business and affairs of the Company.  The members of the Executive Committee    
are Messrs. Whitridge (Chairman), Bach and Gildea and Ms. Rudd.  The Executive  
Committee did not meet during 1994.                                             

Finance Committee                                     

        The Finance Committee's responsibilities include reviewing the
Company's overall capital structure and financing needs, and making             
recommendations with respect thereto to the Board of Directors.  The members of 
the Finance Committee are Ms. Rudd (Chair), and Messrs. Gildea, Meyer and       
Whitridge.  The Finance Committee held four meetings in 1994.                   

Pension Committee                                     

           The Pension Committee's responsibilities include oversight of the
operations of the Company's retirement plans, and making recommendations to the 
Board of Directors with respect to such plans.  The members of the Pension      
Committee are Messrs. Whitridge (Chairman), Dimond, Gildea and LeBuhn.  The     
Pension Committee held six meetings in 1994.                                    

Audit Committee                                       

The Audit Committee's responsibilities include making 
recommendations to the Board of Directors concerning the retention of           
independent auditors, requesting such audit investigations by independent       
auditors or by employees of the Company or its subsidiaries as may be           
warranted, and reviewing with the auditors the accounting and reporting         
principles, policies and practices to be followed by the Company, as well as    
the adequacy of the Company's internal financial and operating controls.  The   
members of the Audit Committee are Messrs. Dimond (Chairman), LeBuhn and Meyer. 
The Audit Committee held four meetings in 1994.                                 

Corporate Responsibility Committee                    

           The Corporate Responsibility Committee's responsibilities include
oversight of the Company's compliance with applicable laws, including, among    
others, environmental laws.  The members of the Corporate Responsibility        
Committee are Messrs. Dimond (Chairman), Bach and LeBuhn.  The Corporate        
Responsibility Committee held four meetings in 1994.                            

Compensation Committee                                

      The Compensation Committee's primary responsibilities are to
review the performance of the officers, including officers who are also         
directors, and certain employees of the Company, to make recommendations to the 
Board of Directors concerning the annual salaries and bonuses, including stock  
ownership programs, of such officers and employees.  The members of the         
Compensation Committee are Messrs. Meyer (Chairman) and Dimond and Ms. Rudd,    
none of whom is or has been an employee of the Company.  The Compensation       
Committee held three meetings during 1994.                                      

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Stock Option Committee                                

          The Stock Option Committee's responsibility is to administer the
1992 Stock Option Plan.  The members of the Stock Option Committee are Ms. Rudd 
(Chair) and Mr. LeBuhn, neither of whom is or has been an employee of the       
Company.  The Stock Option Committee met once during 1994.                      

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ITEM 11.     EXECUTIVE COMPENSATION                                             

SUMMARY COMPENSATION TABLE                                                      

           Set forth below is information concerning the compensation of the
Company's chief executive officer (during that portion of 1994 for which such   
position was occupied) and of the three other executive officers of the Company 
at December 31, 1994 whose 1994 salary and bonus exceeded $100,000 (together    
with the chief executive officer, the "named executive officers"), for their    
services as such during the Company's last three completed fiscal years.        

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                     Long Term Compensation                       
                                                             ------------------------------------                 
                                  Annual Compensation                  Awards             Payouts                 
                              ---------------------------    ------------------------     -------                 
                                                   Other                                                          
                                                   Annual     Restricted                            All Other     
 Name and                                          Compen-      Stock                        LTIP    Compen-      
 Principal                     Salary    Bonus     sation     Award(s)       Options/      Payouts   sation       
 Position              Year      ($)      ($)        ($)         ($)         SARs (#)        ($)       ($)        
 --------              ----   --------  -------   ---------   ---------      --------      -------  ---------     
                                                                                                                  
 William F. Andrews,   1994  234,167         0       NA          NA          150,000  (2)      NA     8,725  (4)  
 CEO (1)               1993  174,558    84,573       NA          NA          281,221  (3)      NA    12,983  (4)  

 James A.  Bach,       1994   41,026         0       NA          NA          160,000           NA     1,025  (4)  
 President and                                                                                                    
 COO(1)(5)                                                                                                        

 C. David Bushley,     1994  156,500    20,000       NA          NA          120,000           NA     7,042  (4)  
 Senior Vice           1993  101,410    39,307       NA          NA          175,000           NA     5,743  (4)  
 President                                                                                                        
 and CFO(6)                                                                                                       

 Larry L. Postelwait,  1994  176,400    90,910       NA          NA           80,000           NA     4,550  (4)  
 Vice President(7)     1993  166,400    82,800       NA          NA          281,221           NA     4,164  (4)  
                       1992  149,008    75,640       NA          NA          281,221  (3)      NA    58,441  (4,8)

 Mark M. Metz,         1994  135,204    49,770       NA          NA           25,000           NA     6,366  (4)  
 Vice President(9)     1993  130,000    46,200       NA          NA           25,108  (3)      NA     5,850  (4)  
                       1992  116,034    42,070       NA          NA            NA              NA    47,480  (4,8)
______________                                                                                                    

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(1)          Mr. Andrews resigned from the positions of Chairman and Chief      
          Executive Officer of the Company effective November 30, 1994, at
          which time Frederick W. Whitridge, Jr. was elected non-executive
         Chairman of the Company's Board of Directors; the post of Chief
            Executive Officer of the Company remained unfilled for the balance
        of 1994.  From December 1 through December 31, 1994, Mr. Bach,
         President and Chief Operating Officer of the Company, performed
      duties substantially similar to those of the Chief Executive
Officer.                                              

(2)          Options with respect to 224,050 shares expired upon Mr. Andrews'   
resignation effective November 30, 1994.              

(3)          This option was terminated on November 30, 1993, and a             
       corresponding new option was granted simultaneously with such
termination.                                          

(4)          Includes $8,725 and $12,983 for 1994 and 1993, respectively, in    
           Company contributions to accounts for the benefit of Mr. Andrews,
      $1,025 for 1994 in Company contributions to accounts for the
   benefit of Mr. Bach, $7,042 and $5,743 for 1994 and 1993,
            respectively, in Company contributions to accounts for the benefit
       of Mr. Bushley, $4,550, $4,164, and $3,566 for 1993, 1992 and
          1991, respectively, in Company contributions to accounts for the
            benefit of Mr. Postelwait, and $6,366, $5,850 and $4,628 for 1994,
           1993 and 1992, respectively, in Company contributions to accounts
          for the benefit of Mr. Metz, under the Company's Investment-Plus
and Pension Plus Plans.                               

(5)          Reflects all compensation of Mr. Bach as an employee (but not as a 
 director) of the Company in all capacities during 1994.

(6)          Mr. Bushley was elected Vice President and Chief Financial Officer 
          of Amdura on April 14, 1993, and Senior Vice President-Finance &
          Administration and Chief Financial Officer on February 28, 1994.

(7)          Mr. Postelwait was elected a Vice President of Amdura on March 24, 
1992, and has been President of Crosby since 1987.    

(8)          Includes payments to Mr. Postelwait of $54,875 and to Mr. Metz of  
            $42,852 in 1992, pursuant to retention plans adopted by Crosby and
            The Harris Waste Management Group, Inc., a wholly-owned subsidiary
          of the Company ("Harris"), to provide key employees an incentive
      to remain with their respective employers until, among other
        things, the sale or liquidation of their employers or Amdura's
          successful reorganization.  Following October 23, 1991, payments
     to each participant in these plans were to be made 50% upon
        completion of Amdura's reorganization and 50% over a six-month
period thereafter.                                    

(9)          Mr. Metz was elected a Vice President of Amdura on March 24, 1992; 
           prior to that time, he did not serve the Company in any executive
officer capacity.                                     

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STOCK OPTIONS                                                                   

          The following table sets forth option grants made under the 1992
Stock Option Plan during 1994 to the named executive officers listed below:     

                                                           OPTION GRANTS IN 1994

                                                        [Enlarge/Download Table]

                                                                                                       Potential                 
                                                                                                  Realizable Value at            
                                                                                                Assumed Annual Rates of          
                                                                                                Stock Price Appreciation         
                                     Individual Grants                                               for Option Term             
-----------------------------------------------------------------------------------  --------------------------------------------
                                 % of Total                  Market                                                              
                                  Options      Exercise     Price per                                                            
                  Options        Granted to    or Base      Share on                                                             
                  Granted        Employees      Price        Date of     Expiration                                              
Name                (#)            in 1994      ($/Sh)      Grant ($)       Date        0% ($)         5% ($)           10% ($)  
----            -----------      ----------    --------     ---------    ----------   ---------      ----------        --------- 
                                                                                                                                 
William F.                                                                                                                       
Andrews          150,000 (1)        14.08     $2.25         $2.25        2/28/04       $0 (2)      $ 74,288 (2)     $188,261 (2) 

James A.          35,000             3.29      2.25          2.25        2/28/04        0            49,525          125,507     
Bach             125,000            11.74      1.87          1.87        9/30/04        0           147,004          372,537     

C. David                                                                                                                         
Bushley          120,000            11.27      2.25          2.25        2/28/04        0           169,802          430,310     

Larry L.                                                                                                                         
Postelwait        80,000             7.51      2.25          2.25        2/28/04        0           113,201          286,874     

Mark M.                                                                                                                          
Metz              25,000             2.35      2.25          2.25        2/28/04        0            35,375           89,648     

_________________                                                               

(1)          Options with respect to 97,500 of these shares expired upon Mr.    
Andrews' resignation effective November 30, 1994.     

(2)          Calculated based upon 52,500 unexpired options at December 31,     
1994.                                                 

      There were no exercises of stock options by any of the named
executive officers during the fiscal year ended December 31, 1994; however, the 
named executive officers listed in the table below each held as of the end of   
such fiscal year the number of unexercisable options listed opposite their      
name.                                                                           

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         AGGREGATED OPTION EXERCISES IN 1994 AND DECEMBER 31, 1994 OPTION VALUES

                                                        [Enlarge/Download Table]

                                                                                    Value of      
                                                                Number of          Unexercised    
                                                               Unexercised        In-the-Money    
                                                                Options at         Options at     
                                                            December 31, 1994   December 31, 1994 
                                                                   (#)                ($)         
                                                            -----------------  ------------------ 
                     Shares Acquired                          Exercisable/       Exercisable/     
Name                 on Exercise (#)   Value Realized ($)    Unexercisable       Unexercisable    
----                 ----------------  -------------------   ---------------     ---------------  
                                                                                                  
William F. Andrews           0                  0              207,171 / 0           0 / 0  (1)   

James A. Bach                0                  0            60,122 / 170,184        0 / 0  (1)(2)

C. David Bushley             0                  0            94,000 / 201,000        0 / 0  (1)   

Larry L. Postelwait          0                  0           128,488 / 232,733        0 / 0  (1)   

Mark M. Metz                 0                  0            15,043 / 35,065         0 / 0  (1)   

_____________                                                                   

(1)          The market value at December 31, 1994 of the Common Stock          
     underlying the options ($1.875 per share) was less than the
exercise price of $2.25 per share.                    

(2)          The market value at December 31, 1994 of the Common Stock          
    underlying the options ($1.875 per share) was equal to the
exercise price of $1.875 per share.                   

SEVERANCE PAYMENTS                                                              

           The Company has instituted a severance payment policy for certain
members of its senior management (including all of the named executive          
officers), for the purpose of providing such individuals with an additional     
incentive to remain in the employ of the Company and its subsidiaries.  Under   
the policy, eligible personnel would receive a lump-sum payment of one year's   
"base salary" (defined as the annual salary at the time of a "Change of         
Control" of the Company, as defined below), subject to reduction by the amount  
of any other severance pay received from the Company, within 30 days after      
"termination" of employment (defined as any substantial change in current       
duties, responsibilities, reporting relationships (other than reporting to an   
applicable group president), place of employment, or salary and benefits)       
without cause, provided that such termination occurs within one year after a    
Change in Control of the Company; provided, however, that pursuant to           
amendments to the severance policy adopted by the Compensation Committee and    
the Board of Directors on March 14, 1995:  (i) Mr. Bach and Mr. Bushley will    
each be entitled to receive a lump sum payment equal to his base salary 90 days 
after a Change of Control, so long as he remains continuously employed          
throughout such 90-day period (which lump sum payment will not be made if he    
resigns prior to the 90th day); (ii) if the employment of Mr. Bach or Mr.       
Bushley is terminated without cause prior to the 90th day after a Change of     
Control, Mr. Bach will immediately be entitled to receive a payment equal to 1  
1/2 times his base salary and will continue to receive his employee benefits    
for 18 months thereafter, and Mr.  Bushley will immediately be entitled to      
receive a payment equal to two times his base salary and will continue to       
receive his employee benefits for 24 months thereafter; (iii) if the employment 
of Mr. Bach or Mr. Bushley is terminated without cause between 90 days and two  

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years after a Change of Control, Mr. Bach will immediately be entitled to       
receive a payment equal to six months of his then-current salary and will       
continue to receive his employee benefits for six months thereafter, and Mr.    
Bushley will immediately be entitled to receive a payment equal to 12 months of 
his then-current salary and will continue to receive his employee benefits for  
12 months thereafter; and (iv) if Mr. Bach or Mr. Bushley remains employed two  
years after a Change of Control, then a new severance and/or employee agreement 
will be negotiated with that employee on terms no less favorable than those     
applicable to similarly situated executives.  For purposes of the policy, a     
"Change in Control" is defined as (i) the direct or indirect acquisition in one 
or more transactions, other than from the Company, by any individual, entity or 
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)  
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 
Exchange Act) of a number of Company voting securities in excess of 50% of the  
Company's voting securities unless such acquisition either (A) has been         
approved by the Board or (B) is made by an individual, entity or group that on  
March 1, 1994 beneficially owned 5% or more of the Company's voting securities; 
or (ii) the consummation by the Company of a reorganization, merger or          
consolidation, unless, following such reorganization, merger or consolidation,  
all or substantially all of the individuals and entities who were the           
respective beneficial owners of the outstanding Common Stock and Company voting 
securities immediately prior to such reorganization, merger or consolidation    
beneficially own, directly or indirectly, more than 50% of, respectively, the   
then outstanding shares of common stock and the combined voting power of the    
then outstanding voting securities entitled to vote generally in the election   
of directors or trustees, as the case may be, of the entity resulting from such 
reorganization, merger or consolidation in substantially the same proportion as 
their ownership of the outstanding Common Stock and Company voting securities   
immediately prior to such reorganization, merger or consolidation, as the case  
may be.  For purposes of the policy, the purchase of Shares pursuant to the     
Offer would constitute a Change in Control.                                     

COMPENSATION OF DIRECTORS                                                       

     Under the Company's current policies, directors (other than
employees of the Company) are compensated $750 for each Board meeting attended  
and $750 for each committee meeting attended other than committee meetings held 
in conjunction with Board meetings, in which case the compensation is $500.  In 
addition, the Chairman of the Board (so long as he is not an employee of the    
Company) receives $12,500 each quarter, and other directors (other than         
employees of the Company) receive $3,000 each quarter.   Committee chairpersons 
receive an additional $500 for each meeting of a committee at which they        
preside.  Directors who are present employees of the Company receive no         
additional compensation for their service on the Board or its committees.       

          Directors, whether or not employees of the Company, are eligible
to receive discretionary option grants pursuant to the 1992 Stock Option Plan.  

INDEMNITY AGREEMENTS                                                            

     In general, pursuant to the Company's Bylaws, directors and
officers of the Company and of its subsidiaries are entitled to indemnification 
to the fullest extent provided by applicable law.  In this regard, the Company  
has entered into Indemnity Agreements with Messrs. Bach, Bushley, Dimond,       
Gildea, LeBuhn, Metz, Meyer, Postelwait and Whitridge and Ms. Rudd,             
contractually obligating the Company to indemnify such parties with respect to  
certain matters to the fullest extent provided by applicable law.  In addition, 
the Company's Restated Certificate of Incorporation contains                    

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a provision, as permitted by the Delaware General Corporation Law, that limits  
the personal liability of the Company's directors to the Company and its        
stockholders for monetary damages for breaches of their fiduciary duty of care. 
The provision does not change the liability of a Company director for a breach  
of his duty of loyalty to the Company or its stockholders, acts or omissions    
not in good faith or which involve intentional misconduct or a knowing          
violation of law, the declaration of dividends in violation of Delaware law or  
in respect of any transaction from which a director received an improper        
personal benefit.  The Company understands that certain members of the          
Company's former principal lending group (the "Former Bank Group") entered into 
agreements with Mr. Bach pursuant to which he is provided with certain standby  
indemnification rights in addition to the rights he has as a director of the    
Company.  The Company also understands that certain members of the Former Bank  
Group entered into an agreement for the benefit of Messrs. Bach, Dimond, Meyer  
and Whitridge, pursuant to which Former Bank Group members agreed to release    
such individuals from liability for, and not to sue such individuals on account 
of, any action taken or omitted to be taken by them in their capacities as      
directors of the Company, except to the extent any such action or omission is   
not in good faith or involves intentional misconduct or a knowing violation of  
law.                                                                            

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION                         

          For the year ended December 31, 1994, the Compensation Committee
of the Board of Directors of the Company was responsible for the specific forms 
and levels of compensation for the executive and other officers of the Company  
and its subsidiaries.                                                           

Executive Compensation Policies Generally             

  In carrying out its responsibilities with respect to the
compensation policies of the Company that were in place during 1994, the        
Compensation Committee intended to provide compensation to the executive and    
other officers of the Company and its subsidiaries at reasonably competitive    
levels in order to retain qualified executive officers with a knowledge of the  
businesses of the Company and its subsidiaries, as well as to provide an        
incentive for such executive and other officers based upon the Company's        
long-term performance and to enhance stockholder value.                         

            It was the policy of the Compensation Committee in 1994 to attempt
generally to set executive cash compensation at levels that the Committee       
believed to be below the median, and executive non-cash compensation at levels  
that the Committee believed to be at or slightly above the median, of the range 
of executive compensation at industrial manufacturing companies which the       
Committee considered to be comparable to the Company and its subsidiaries in    
size and circumstances.  The Compensation Committee's assessment of the range   
of executive compensation at comparable companies was based primarily upon      
information supplied by a compensation consultant retained by the Committee,    
and considered as well the experience of members of the Committee and publicly  
available information.                                                          

            The Compensation Committee views stock options and stock ownership
by executive officers as essential components of performance-based              
compensation, since the value of stock options relates directly to the price of 
the Common Stock, and thus ultimately to the Company's performance, thereby     
providing executive officers with an additional incentive to focus their and    
the Company's performance upon elements of financial strength that contribute   
to the enhancement of stockholder value.                                        

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         The Company does not anticipate that it will be affected in the
near future by Section 162(m) of the Internal Revenue Code, which imposes an    
annual limit of $1,000,000 per person on the federal income tax deduction for   
executive compensation.  If the Company should determine that this limitation   
might impact the Company, the Company would likely take the steps necessary to  
bring its compensation programs into compliance with Section 162(m) so that the 
problem of non-deductibility would be avoided.                                  

Elements of Executive Compensation                    

         Compensation of the executive and other officers of the Company
and its subsidiaries in 1994 consisted of the following three elements:  base   
salary; cash bonus; and stock option awards under the 1992 Stock Option Plan.   

            Base Salary.  In considering the appropriateness of, and increases
in, base salaries for executive and other officers of the Company and its       
subsidiaries for 1994, the Compensation Committee utilized salary data obtained 
from a variety of sources, including outside consultants and publicly available 
information.  It was the primary intention of the Committee that the executive  
officers of the Company and its subsidiaries be paid base salaries that are     
below the median of base salaries for corresponding executive officers at       
industrial manufacturing companies that the Committee considered to be          
comparable to the Company and its subsidiaries in size and circumstances.  The  
Compensation Committee's assessment of the range of executive compensation at   
comparable companies was based primarily upon information supplied by a         
compensation consultant retained by the Committee, and considered as well the   
experience of members of the Committee and publicly available information.  To  
a lesser extent, the Compensation Committee also considered a variety of other  
factors in determining base salaries for individual executive officers,         
including, among others, in declining order of importance:  (i) the duties and  
responsibilities inherent in each individual's position with the Company and    
its subsidiaries; (ii) the historical achievements and performance of each      
individual in meeting personal and career development goals, as well as         
corporate performance goals that are related to the individual's area of        
responsibility; (iii) the overall performance of the Company (without reference 
to specific, preordained targets); and (iv) the general performance of the      
Company relative to comparable companies.  In light of these factors, as well   
as of each individual's seniority, executive and other officers of the Company  
and its subsidiaries are assigned to base salary grades, and are paid base      
salaries that for 1994 were generally below the midpoints of those grades.      

            Cash Bonus.  Cash bonuses are intended by the Committee to provide
executive and other officers of the Company's subsidiaries with compensation    
tied to the achievement of certain corporate and individual performance goals.  
For 1994, cash bonuses were awarded to executive and other officers of Crosby   
pursuant to a bonus plan adopted for Crosby by the Company's Board of Directors 
in 1992, based upon Crosby's attainment in 1994 of the goals set forth in such  
plan.  In 1992, the Board also adopted a separate bonus plan for Harris; while  
certain of the specific goals set forth in the Harris bonus plan were not       
attained in 1994, the Compensation Committee nonetheless designated a limited   
pool of funds at year-end 1994 for the payment of non-plan bonuses to certain   
of the executive and other officers of Harris, as well as to the Chief          
Financial Officer and certain other non-executive personnel of Amdura (for      
which no formal bonus plan has been established), in recognition of individual  
performance and achievement by such recipients during 1994.                     

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       Under the formal bonus plans adopted by the Board in 1992 for
Crosby and Harris, performance goals for a particular year may vary between     
Crosby and Harris based on the achievement of certain predetermined corporate   
goals for that year.  In establishing the overall levels of cash bonus to be    
paid, both Crosby and Harris assign roughly one-third weight to the attainment  
of certain threshold, target and maximum levels of operating income; one-fourth 
weight to similar levels of cash flow; and one-fifth weight to levels of        
reduction in average days of inventory on hand.  In addition, Crosby assigns    
one-fourth weight each to goals related to gross margin on new products and to  
sales presentations made to distributors and end-users of Crosby's products,    
while Harris assigns one-tenth weight to goals concerning gross margin and the  
level of direct labor as a proportion of its total work-force.  Once the        
overall bonus level at each subsidiary has been established in accordance with  
the foregoing weighing, the actual amount of each individual bonus is           
determined based upon the individual's base salary grade.                       

           Stock Options.  The grant of stock options is intended to provide
long-term, performance-based incentive compensation to option recipients.       
Options are also intended to provide option recipients with an incentive to     
increase and promote stockholder value by directly allying the interests of     
management with the market value of the Company's stock.                        

           Each option is granted with an exercise price of 100% of the fair
market value on the date of grant of the shares of stock issuable upon exercise 
of the option, and has a ten-year term.  Options typically vest over a          
four-year period.                                                               

        The Stock Option Committee of the Company's Board of Directors
specifically reviews and acts upon recommendations made by the Chief Executive  
Officer regarding the stock option awards to be made to the Company's executive 
officers.  In 1994 the Stock Option Committee made stock option grants to       
certain executive officers.  See "Executive Compensation - Stock Options."      
Stock option grants in 1994 were generally made by the Stock Option Committee   
in the context of the Company's 1993 and 1994 performance, the responsibility   
level and performance of the executive, levels of prior grants of stock         
options, if any, to the particular executive, and historical and current grants 
to all other past and current option holders, taking into account the Company's 
preference for long-term stock performance based compensation.  There is no     
formula on which the grants to executive officers are based, nor is any one     
factor given any specific weight.  The Stock Option Committee places particular 
emphasis on seeking to assure that each executive officer's total option        
holdings provide an appropriate balance between long-term incentives and the    
other components of each executive's compensation.                              

Compensation of Chief Executive Officer               

   Prior to his resignation effective November 30, 1994, the
compensation for William F. Andrews, Chairman, President and Chief Executive    
Officer of the Company, was determined through a process similar to the         
policies and procedures discussed above for executive officers in general.  The 
Compensation Committee's approach in setting Mr. Andrews' target annual         
compensation was to seek to be competitive with other companies in the capital  
goods industry, but also to base a significant portion of his target            
compensation upon the attainment of objective performance goals.  This          
arrangement provided incentives for Mr. Andrews to lead the Company towards     
clearly defined performance goals, while still providing compensation stability 
in the form of the base salary element of the compensation package.             

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          The compensation of James A. Bach, President and Chief Operating
Officer of the Company (who performed duties substantially similar to those of  
Mr. Andrews following Mr. Andrews' resignation, and who was included in the     
Summary Compensation Table for such period solely for that reason) represented  
the continuation without change of Mr. Bach's compensation as an executive      
officer of the Company prior to Mr. Andrews' resignation.                       

        In January 1994, the Compensation Committee established a base
salary for Mr. Andrews for 1994.  Mr. Andrews' long term incentive compensation 
for 1994 was awarded in accordance with the policies described above for all    
executive officers.  In February 1994, Mr. Andrews was granted an option to     
purchase 150,000 shares of Common Stock with an option price of $2.25 per       
share, this price being not less than the fair market value of the Common Stock 
on the day immediately preceding the date of the grant.  See "Executive         
Compensation - Stock Options." Options to purchase 97,500 shares expired upon   
Mr. Andrews' resignation effective November 30, 1994.                           

       The foregoing report has been furnished by the members of the
Compensation Committee.                                                         

MARVIN L. DIMOND               PAUL C. MEYER             TRACEY L. RUDD   

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

        During 1994, Messrs. Bach (former Chairman), Dimond and Meyer (current
Chairman) and Ms. Rudd served as members of the Compensation Committee of the   
Board of Directors; Mr. Bach is no longer a member of the Committee.  None of   
the current members of the Compensation Committee is or has been an employee of 
the Company.  Ms. Rudd is an executive officer of ING Equity Partners L.P. I,   
an affiliate of Internationale Nederlanden Bank N.V.  See "Securities Ownership 
of Certain Beneficial Owners and Management."  Internationale Nederlanden Bank  
N.V. was one of the lenders under the Company's Senior and Subordinated Term    
Loan Agreements which were terminated on September 30, 1994 (the "Old Loan      
Agreements").  At December 31, 1994, there was no outstanding principal         
indebtedness of the Company under the Old Loan Agreements.  During the year     
ended December 31, 1994, the Company paid aggregate interest under the Old Loan 
Agreements of $1,281,773 including interest payments to Internationale          
Nederlanden Bank N.V. of $317,150.                                              

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ITEM 12.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                               

  The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of February 28, 1995 by certain      
persons who, to the knowledge of the Company, are or may be deemed to be        
beneficial owners of more than five percent of the Common Stock, the only class 
of voting securities of the Company then outstanding.                           

                                                                [Download Table]

     NAME AND ADDRESS              NUMBER OF SHARES      PERCENT  
    OF BENEFICIAL OWNER         BENEFICIALLY OWNED(1)  OF CLASS(2)
    -------------------         ---------------------  -----------
                                                                  
Generale Bank                        2,223,110 (3)          9.0   
Montagne du Parc 3                                                
1000 Brussels, Belgium                                            

Internationale Nederlanden           4,641,535 (4)         18.8   
  (U.S.) Finance Corporation                                      
135 East 57th Street                                              
New York, New York 10021                                          

Investor International AB            4,909,451 (5)         19.9   
S-103 32 Stockholm                                                
Sweden                                                            

Pilgrim Prime Rate Trust             1,657,910 (3)          6.7   
10100 Santa Monica Blvd.                                          
Los Angeles, California 90067                                     

The Network Company II Limited       1,710,083 (6)          6.9   
  and John W. Gildea                                              
90 Ferris Hill Road                                               
New Canaan, Connecticut 06840                                     

Orcas Limited Partnership and        5,149,582 (7)         20.9   
  Archipelago Corporation and                                     
  Frederick W. Whitridge, Jr.                                     
270 Greenwich Avenue                                              
Greenwich, Connecticut 06830                                      

Elcor Corporation                    2,151,000 (8)          8.0   
14643 Dallas Parkway                                              
Wellington Center, Suite 1000                                     
Dallas, Texas 75240-8871                                          

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____________                                                                    

(1)      All shares listed are directly held with sole voting and investment    
power unless otherwise noted herein.                          

(2)      Based on the 24,665,160 shares of Common Stock outstanding as of       
February 28, 1995.                                            

(3)      Beneficial ownership of such shares was reported in an amendment,      
 filed on or about January 6, 1993, to the Schedule 13D filed on
   November 4, 1991 (the "Reporting Lenders' Schedule 13D") filed on
   behalf of certain of the Company's former lenders (the "Reporting
   Lenders").  In the Reporting Lenders' Schedule 13D, the Reporting
       Lenders did not concede that they are a "group" within the meaning of
     Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
       (the "Exchange Act").  However, to the extent that they are deemed to
     be a "group" within the meaning of Section 13(d)(3) of the Exchange
      Act, each Reporting Lender (Bank of Scotland, Generale Bank, Pilgrim
     Prime Rate Trust and Risk Arbitrage Partners) may be deemed to have
     beneficial ownership of the total of all of the shares owned by all
      Reporting Lenders (5,522,718 shares representing approximately 22.4%
     of the shares of Common Stock outstanding as of February 28, 1995).

(4)      Beneficial ownership of such shares was reported in an amendment,      
  filed on or about January 25, 1994, to the Schedule 13D filed by
      Internationale Nederlanden Bank N.V. with the Commission on or about
June 10, 1992.                                                

(5)      Beneficial ownership of such shares was reported in an amendment,      
  filed on or about January 27, 1995, to the Schedule 13D filed by
 Investor International (U.S.), Inc. (formerly known as Patricia
       Investments, Inc.) et al. with the Commission on or about November 4,
1991.                                                         

(6)      Beneficial ownership of such shares was reported in a Schedule 13D     
     filed by The Network Company II Limited and John W. Gildea with the
Commission on or about March 18, 1993.                        

(7)      Beneficial ownership of such shares was reported in an amendment,      
       filed on or about January 3, 1994, to the Schedule 13D filed by Orcas
Limited Partnership, Archipelago Corporation and Frederick W. 
  Whitridge, Jr. with the Commission on or about November 1, 1993.

(8)      Beneficial ownership of 2,138,000 of such shares was reported in a     
   Schedule 13D filed by Elcor Corporation with the Commission on or
about April 13, 1994.  On March 24, 1994, Elcor, through a    
        wholly-owned subsidiary, entered into an Asset Purchase Agreement with
   and sold its operating assets to a wholly-owned subsidiary of the
       Company in exchange for and in consideration of 2,151 shares of newly
      created Amdura Corporation Series B Cumulative Convertible Preferred
Stock, par value $.01 per share.  Each share of the Series B  
       Cumulative Convertible Preferred Stock is convertible at any time and
     from time to time, in whole or in part, at the option of Elcor into
        1,000 fully paid and non-assessable shares of Common Stock until March
     31, 1997, at which time any remaining shares of Series B Cumulative
  Convertible Preferred Stock will be automatically converted into
      shares of Common Stock.  Pursuant to Rule 13d-3 under the Securities
 and Exchange Act of 1934, as amended, Elcor is deemed to be the
beneficial owner of such shares of Common Stock.              

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SECURITIES OWNERSHIP OF MANAGEMENT                                              

  The following table sets forth certain information regarding the
ownership of the Company's Common Stock, which is the Company's only class of   
voting stock, as of February 28, 1995 by the Company's directors and nominees   
for director, the named executive officers and of all the Company's current     
executive officers, directors and nominees for director as a group.             

                                                                [Download Table]

                                             AMOUNT AND NATURE OF        PERCENT OF
     NAME OF BENEFICIAL OWNER              BENEFICIAL OWNERSHIP(1)        CLASS(2) 
     ------------------------              -----------------------       ----------
                                                                                   
William F. Andrews                             207,171  (3)                  *     

James A. Bach                                  543,431  (3)                  2.2   

C. David Bushley                               616,975  (3)(4)               2.4   

Marvin L. Dimond                               140,306  (3)                  *     

John W. Gildea                               1,710,083  (5)                  6.9   

Robert LeBuhn                                        0                        *    

Paul C. Meyer                                  140,306  (3)                  *     

Mark M. Metz                                    50,149  (3)(6)               *     

Larry L. Postelwait                            361,270  (3)(7)               1.4   

Tracey L. Rudd                               4,641,535  (8)                 18.8   

Frederick W. Whitridge, Jr.                  5,199,582  (9)                 21.0   

All directors and executive officers as a   13,610,808  (3,4,5,6,7,8,9)     50.8   
group (11 persons)                                                                 

_____________                                                                   

*        Share ownership represents less than one percent of the outstanding    
shares of Common Stock.                                       

(1)      All shares listed are directly held with sole voting and investment    
power unless otherwise noted.                                 

(2)      Based on the 24,665,160 shares of Common Stock outstanding as of       
February 28, 1995.                                            

(3)      Includes shares issuable upon the exercise of stock options which are  
    exercisable within 60 days of February 28, 1995, assuming that the
    sale of Shares pursuant to the Offer occurs on or before April 29,
      1995.  Pursuant to the terms of such options, all such options shall
        become exercisable in full if Shares are sold pursuant to the Offer on
or prior to such date.                                        

(4)      Includes 100 shares owned by Mr. Bushley's son; Mr. Bushley disclaims  
beneficial ownership of all of these shares.                  

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(5)      As a result of his position as General Partner and Managing Director   
of Gildea Management Co. L.P., which exercises sole voting and
   investment power over (but disclaims beneficial ownership of) the
  1,710,083 shares of Common Stock owned by The Network Company II
        Limited, Mr. Gildea may be deemed to be the direct beneficial owner of
   such shares.  Mr. Gildea disclaims beneficial ownership of all of
these shares.                                                 

(6)      Includes 41 shares beneficially owned by Mr. Metz through the          
Company's 401(k) plan.                                        

(7)      Includes 49 shares beneficially owned by Mr. Postelwait through the    
Company's 401(k) plan.                                        

(8)      As a result of her position as Managing Director of ING Equity         
   Partners, L.P. I, an affiliate of Internationale Nederlanden Bank
     N.V., Ms. Rudd may be deemed to be the indirect beneficial owner of
the 4,641,535 shares of Common Stock owned by Internationale  
Nederlanden (U.S.) Capital Corporation, and affiliate of      
     Internationale Nederlanden Bank N.V.  Ms. Rudd disclaims beneficial
ownership of all of these shares.                             

(9)      As a result of his position as President of Archipelago Corporation,   
        the General Partner of Orcas Limited Partnership, Mr. Whitridge may be
       deemed to be the indirect beneficial owner of the 5,149,582 shares of
 Common Stock owned by Orcas Limited Partnership.  Mr. Whitridge
disclaims beneficial ownership of these shares.               

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ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                          

Mr. Gildea is the General Partner and Managing Director of Gildea   
Management Co., L.P., which has been an advisor to The Network Company II       
Limited; Mr. LeBuhn was throughout 1994 Chairman of Investor International      
(U.S.), Inc., an affiliate of Investor AB; and Ms. Rudd is an executive officer 
of ING Equity Partners L.P. I, an affiliate of Internationale Nederlanden Bank  
N.V.  See "Securities Ownership of Certain Beneficial Owners and Management."   
The Network Company II Limited, Investor International (U.S.), Inc. and         
Internationale Nederlanden Bank N.V. were three of the lenders under the Old    
Loan Agreements.  At December 31, 1994, there was no outstanding principal      
indebtedness of the Company under the Old Loan Agreements.  During the year     
ended December 31, 1994, the Company paid aggregate interest under the Old Loan 
Agreements of $1,281,773 including interest payments to The Network Company II  
Limited, Investor International (U.S.), Inc. and Internationale Nederlanden     
Bank N.V. of $47,662, $273,665, and $317,150 respectively.                      

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this Amendment  
to its Annual Report on Form 10-K to be signed on its behalf by the             
undersigned, thereunto duly authorized.                                         

                              AMDURA CORPORATION

Date:  April 10, 1995                         By  /s/ C. DAVID BUSHLEY          
                                          ------------------------
                                    C. David Bushley
                                           Senior Vice President--
                                              Finance and Administration
                                               and Chief Financial Officer

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K405/A’ Filing	Date	First	Last	Other Filings

	3/31/97	18
	4/29/95	19
Filed on:	4/10/95	22		SC 14F1
	3/14/95	11
	2/28/95	1	19
	1/27/95	18		SC 13D/A
For Period End:	12/31/94	1	21	10-K405
	11/30/94	9	16
	9/30/94	16		10-Q
	4/13/94	18
	3/24/94	18
	3/1/94	12
	2/28/94	5	9
	1/25/94	18
	1/3/94	18
	11/30/93	9
	11/1/93	18
	4/14/93	5	9
	3/18/93	18
	1/6/93	18
	6/10/92	18
	3/24/92	9
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Filing Submission 0000950128-95-000081 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Amdura Corp – ‘10-K405/A’ for 12/31/94

As of: Monday, 4/10/95 · For: 12/31/94 · Accession #: 950128-95-81 · File #: 1-05027

Previous ‘10-K405’: ‘10-K405’ on 3/15/95 for 12/31/94 · Latest ‘10-K405’: This Filing

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

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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