Dayton Superior Corp – IPO: ‘424B1’ on 6/21/96

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Initial Public Offering (IPO):  Prospectus   —   Rule 424(b)(1)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Prospectus                                            95    613K 

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PROSPECTUS                                                                      

3,700,000 SHARES                                                                

DAYTON SUPERIOR CORPORATION                                                     

CLASS A COMMON SHARES                                                           
(WITHOUT PAR VALUE)                                                             

Of  the 3,700,000 Class A Common Shares,  without par value (the "Class A Common
Shares"), of Dayton  Superior Corporation ("Dayton  Superior" or the  "Company")
offered  hereby, 1,974,750 Class A  Common Shares are being  sold by the Company
and 1,725,250 Class A Common Shares  are being sold by the Selling  Shareholders
(as  defined herein). The Company will not  receive any of the proceeds from the
sale of the Class  A Common Shares by  the Selling Shareholders. See  "Principal
and Selling Shareholders."                                                      

Prior to this offering (the "Offering"), there has been no public market for the
Class  A  Common  Shares. See  "Underwriting"  for information  relating  to the
factors to be considered in determining  the initial public offering price.  The
Class  A Common  Shares have  been approved  for listing  on the  New York Stock
Exchange under the symbol "DSD," subject to official notice of issuance.        

Upon completion of the  Offering and assuming no  exercise of the  Underwriters'
over-allotment  option, the Company's outstanding  common shares will consist of
4,086,800 Class A Common Shares and 1,522,550 Class B Common Shares, without par
value (the "Class B Common Shares" and, together with the Class A Common Shares,
the "Common Shares"). The Class A Common Shares will be entitled to one vote per
share and the Class B Common Shares will be entitled to ten votes per share. The
Common Shares generally will vote together as one class on all matters submitted
to a  vote  of  the  shareholders, including  the  election  of  directors.  See
"Description of Capital Shares." Upon completion of the Offering and assuming no
exercise  of the Underwriters' over-allotment option, Ripplewood Holdings L.L.C.
("Ripplewood"), the Company's current majority shareholder, will own all of  the
outstanding  Class B  Common Shares, representing  78.8% of  the combined voting
power of the outstanding Common Shares. As a result, Ripplewood will continue to
have the ability to elect  all of the Company's  directors and will continue  to
control the Company. See "Principal and Selling Shareholders."                  

SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD  BE CONSIDERED  BY PROSPECTIVE  PURCHASERS OF  THE CLASS  A COMMON SHARES
OFFERED HEREBY.                                                                 

THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE SECURITIES
AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               

                                                        [Enlarge/Download Table]

                                                                            PROCEEDS      
                             PRICE TO        UNDERWRITING   PROCEEDS TO     TO SELLING    
                             PUBLIC          DISCOUNT       COMPANY (1)     SHAREHOLDERS  
                                                                                          
Per Share..................  $13.00          $0.845         $12.155         $12.155       
Total (2)..................  $48,100,000     $3,126,500     $24,003,086     $20,970,414   
------------------------------------------------------------------------------------------

(1)  Before deducting expenses of the  Offering payable by the Company estimated
at $1,410,000.                                                          

(2) The Company and Ripplewood have granted to the Underwriters a 30-day  option
    to  purchase up to an aggregate of 555,000 additional shares at the Price to
    Public less the  Underwriting Discount solely  to cover over-allotments,  if
    any.  If the Underwriters exercise  such option in full,  the total Price to
    Public, Underwriting Discount, Proceeds to  Company and Proceeds to  Selling
    Shareholders  will be $55,315,000,  $3,595,475, $27,376,099 and $24,343,426,
respectively. See "Underwriting."                                       

The Class A Common Shares are offered  subject to receipt and acceptance by  the
Underwriters,  to prior sale and to the  Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without  notice.
It  is expected that delivery of  the Class A Common Shares  will be made at the
office of Salomon Brothers Inc, Seven World Trade Center, New York, New York, or
through the facilities  of The Depository  Trust Company, on  or about June  25,
1996.                                                                           

SALOMON BROTHERS INC                                                            
LAZARD FRERES & CO. LLC                               
ROBERT W. BAIRD & CO.     
  INCORPORATED
                                                       BT SECURITIES CORPORATION

The date of this Prospectus is June 20, 1996.                                   

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DAYTON SUPERIOR -Registered 
Trademark-
Concrete accessories (including concrete
paving products) and masonry accessories

[GRAPHIC] 

IN  CONNECTION WITH  THIS OFFERING,  THE UNDERWRITERS  MAY OVER-ALLOT  OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CLASS A  COMMON
SHARES  AT A LEVEL ABOVE THAT WHICH  MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON  THE NEW YORK STOCK EXCHANGE OR  OTHERWISE.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.                
DAYTON SUPERIOR MANUFACTURERS WALL-FORMING PRODUCTS,                            
SUCH AS SNAP TIES, COIL TIES, SHE BOLTS AND HE BOLTS, WHICH                     
ARE USED IN THE FABIRCATION OF JOB-BUILT AND PREFABRICATED                      
MODULAR FORMS FOR POURED-IN-PLACE CONCRETE WALLS.                               

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PROSPECTUS SUMMARY

    THE  FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY AND SHOULD BE READ IN
CONJUNCTION WITH THE MORE DETAILED INFORMATION, FINANCIAL STATEMENTS,  INCLUDING
THE  NOTES THERETO, AND  PRO FORMA FINANCIAL  INFORMATION APPEARING ELSEWHERE IN
THIS PROSPECTUS.  UNLESS  OTHERWISE  STATED, OR  UNLESS  THE  CONTEXT  OTHERWISE
REQUIRES,  ALL  INFORMATION IN  THIS PROSPECTUS:  (I) GIVES  EFFECT, IMMEDIATELY
PRIOR TO THE  CONSUMMATION OF THE  OFFERING, TO THE  AMENDMENT TO THE  COMPANY'S
AMENDED  ARTICLES OF INCORPORATION TO (A) CONVERT ALL THE CURRENTLY OUTSTANDING,
NON-VOTING CLASS  B COMMON  SHARES (THE  "OLD  CLASS B  COMMON SHARES")  OF  THE
COMPANY  INTO CLASS  A COMMON  SHARES OF THE  COMPANY, (B)  CHANGE THE COMPANY'S
AUTHORIZED SHARE CAPITAL TO CLASS A COMMON SHARES WITH ONE VOTE PER SHARE, CLASS
B COMMON  SHARES WITH  TEN VOTES  PER SHARE  AND PREFERRED  SHARES, WITHOUT  PAR
VALUE, (C) SPLIT EACH OUTSTANDING CLASS A COMMON SHARE INTO FIFTY CLASS A COMMON
SHARES  AND (D) CONVERT  EACH CLASS A  COMMON SHARE HELD  BY RIPPLEWOOD INTO ONE
CLASS B COMMON SHARE, (II) GIVES  EFFECT, IMMEDIATELY PRIOR TO THE  CONSUMMATION
OF  THE OFFERING,  TO THE  CONVERSION BY  RIPPLEWOOD OF  483,300 CLASS  B COMMON
SHARES INTO AN EQUAL NUMBER  OF CLASS A COMMON  SHARES OFFERED HEREBY AND  (III)
ASSUMES  THAT  THE UNDERWRITERS'  OVER-ALLOTMENT  OPTION IS  NOT  EXERCISED. SEE
"DESCRIPTION OF COMMON SHARES."                                                 

    AS USED HEREIN,  THE TERM "NORTH  AMERICA" REFERS TO  THE UNITED STATES  AND
CANADA  AND  "ON  A PRO  FORMA  COMBINED  BASIS" REFERS  TO  PRO  FORMA COMBINED
FINANCIAL INFORMATION BASED ON THE HISTORICAL CONSOLIDATED FINANCIAL  STATEMENTS
OF  THE COMPANY AND  OF DUR-O-WAL, INC.  ("DUR-O-WAL") AND GIVING  EFFECT TO THE
ACQUISITION OF DUR-O-WAL (THE "DUR-O-WAL ACQUISITION") AS IF IT HAD OCCURRED  ON
JANUARY  1, 1995. IN PREPARING THE PRO FORMA COMBINED INCOME STATEMENTS, CERTAIN
LINE ITEMS HAVE  BEEN RECLASSIFIED  ON A  BASIS CONSISTENT  WITH THE  ACCOUNTING
POLICIES OF THE COMPANY. SEE "PRO FORMA COMBINED FINANCIAL INFORMATION."        

THE COMPANY 

GENERAL                                                                         

    The  Company  believes it  is the  largest  North American  manufacturer and
distributor of specialized metal accessories  used in concrete construction  and
masonry  construction on  the basis  of sales.  The Company's  products are used
primarily in two segments of the construction industry: non-residential building
projects such as institutional buildings,  retail sites, commercial offices  and
manufacturing facilities; and infrastructure projects such as highways, bridges,
utilities,  water  and waste  treatment facilities  and  airport runways.  On an
historical  basis,   the  dollar   volume   of  non-residential   building   and
infrastructure construction in North America has been less cyclical than that of
single family residential construction.                                         

    The  Company was  founded in  1924 under the  name The  Dayton Sure-Grip and
Shore Company. Following the 1982 acquisition of Superior Concrete  Accessories,
Inc.,  the Company  evolved from a  regional company to  a large, geographically
diversified firm. Between 1991 and June  1995, the Company completed four  small
acquisitions and, in October 1995, the Company acquired Dur-O-Wal, which had net
sales  of  $25.7 million  in 1995  on a  pro  forma combined  basis, for  a cash
purchase price  of  $23.6 million  (including  acquisition costs).  The  Company
believes that Dur-O-Wal is a leading manufacturer of masonry accessories and the
largest manufacturer of masonry wall reinforcement in North America on the basis
of sales. On April 29, 1996, the Company purchased certain assets of a privately
held  concrete paving  products manufacturer based  in Kankakee,  Illinois for a
cash purchase price of approximately $5 million (including estimated acquisition
costs and subject to post-closing adjustments).                                 

    The Company believes  that its  distribution system  is the  largest in  its
industry,  consisting of  a network of  22 Company-operated service/distribution
centers in the  United States  and Canada  and over  3,000 customers,  including
stocking dealers, brokers, rebar fabricators, precast concrete manufacturers and
brick and concrete block manufacturers. The Company believes that its ability to
deliver  quality  products  to  customers quickly  using  its  on-line inventory
tracking system gives it  a competitive advantage over  many of its  competitors
and   encourages  customer  loyalty.   Although  the  Company   believes  it  is

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the largest North  American manufacturer  and distributor  of specialized  metal
accessories used in concrete construction and masonry construction, the industry
in  which the Company competes is  highly competitive in most product categories
and geographic regions. The Company competes  with a relatively small number  of
full-line  national manufacturers of concrete or  masonry accessories and a much
larger number of regional manufacturers  and manufacturers with limited  product
lines. See "Business -- Competition."                                           

    The  Company manufactures most of its  products at five principal facilities
in the  United States  using, in  many cases,  high-volume, automated  equipment
designed  and built or custom modified  by in-house personnel. The Company sells
approximately 12,300 different products in two principal product lines (concrete
accessories, which include concrete  paving products, and masonry  accessories),
including  products designed to  hold steel reinforcing  bar ("rebar") in place,
support concrete framework, reinforce masonry walls and create attachment points
on concrete or masonry surfaces. The Company's product lines, which the  Company
believes  are  the  broadest in  the  industry,  are marketed  under  the DAYTON
SUPERIOR-Registered Trademark-  name in  the case  of concrete  accessories  and
under   the  DUR-O-WAL-Registered  Trademark-  name   in  the  case  of  masonry
accessories.                                                                    

    The Company's senior management team, which has been in place since 1989 and
averages over 20 years of manufacturing  industry experience, is led by John  A.
Ciccarelli,  its President  and Chief  Executive Officer,  who formerly  was the
President of The  Wheelabrator Corporation, a  manufacturer of industrial  blast
cleaning  equipment. The Company also benefits from the experience of Matthew O.
Diggs,  Jr.,   its  non-executive   Chairman,  particularly   with  respect   to
acquisitions  and strategic  direction. Mr.  Diggs is  the former  President and
Chief Executive Officer of Copeland Corporation, a manufacturer of  refrigerator
compressors,  and the former Chairman of The Delfield Company, a manufacturer of
food service equipment.                                                         

BUSINESS STRATEGY                                                               

    Management is seeking to implement the following business strategy, which is
designed to build on the Company's manufacturing and distribution strengths  and
scale advantages to achieve growth both through acquisitions and internally.    

    - PURSUE  STRATEGIC ACQUISITIONS. In addition  to internal growth, including
      new product development, the Company  intends to continue to grow  through
      acquisitions.  The  markets in  which the  Company  competes have  a large
      number of relatively small, regional manufacturers and consequently  offer
      consolidation   opportunities.   The  Company   seeks   acquisitions  that
      complement its  existing  products  or represent  product  extensions  and
      primarily    focuses   its   acquisition    strategy   on   regional   and
      specialty-product firms. The Company believes it has been able to  achieve
      synergies  in its acquisitions  through economies of  scale in purchasing,
manufacturing, marketing and distribution.                          

    - LEVERAGE EXTENSIVE DISTRIBUTION SYSTEM  AND DEALER NETWORK. The  Company's
      extensive   distribution  system,  broad   product  lines  and  continuing
      commitment to customer service and quality have enabled it to attract  and
      maintain  the largest dealer network in its industry. The Company utilizes
      its distribution system and dealer  network as a platform for  integrating
      acquisitions and for selling products manufactured by third parties. Sales
      of  third-party  products allow  the Company  to utilize  its distribution
      system to increase sales  without making significant capital  investments.
      The Company estimates that net sales of third party products accounted for
      approximately  $18.5 million of the  Company's net sales in  1995 on a pro
forma combined basis.                                               

    - UTILIZE CUSTOMIZED AUTOMATED MANUFACTURING EQUIPMENT. The Company  designs
      and builds or custom modifies much of the high-volume, automated equipment
      it  uses  to manufacture  metal concrete  accessories and  concrete paving
      products. To  develop this  equipment, it  employs a  team of  experienced
      manufacturing engineers and tool and die makers. The Company believes that
      its  customized automated manufacturing equipment provides it with several
competitive                                                         

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      advantages  relative  to  its  competitors,  including  (i)  significantly
      greater  productivity,  (ii) lower  capital  equipment costs,  (iii) lower
      scrap rates, (iv)  higher product quality,  (v) faster product  changeover
times and (vi) lower inventory levels.                              

    - DEVELOP  NEW PRODUCTS. The  Company has a  new product development program
      built around its marketing, engineering and manufacturing personnel.  This
      program  establishes goals  for, and  tracks the  success of,  new product
      development in each project group. The Company estimates that new products
      introduced in the last  five years (three years,  in the case of  chemical
      products),  including  new products  introduced  by Dur-O-Wal  during such
      period, accounted  for approximately  $6.5 million  of the  Company's  net
sales in 1995 on a pro forma combined basis.                        

    - OFFER  BROAD PRODUCT  LINE. The  Company believes  it offers  the broadest
      product  line  in   metal  accessories  for   the  concrete  and   masonry
      construction  industry  in  North America,  providing  its  customers with
      products  designed  to  meet  a  wide  variety  of  concrete  and  masonry
      construction  needs. The Company  believes that its  customers' ability to
order a wide range of products from the Company enhances its sales. 

RIPPLEWOOD                                                                      

    Upon completion of  the Offering,  Ripplewood will own  all the  outstanding
Class  B Common Shares, representing approximately  78.8% of the combined voting
power of the outstanding Common Shares (approximately 72.8% if the Underwriters'
over-allotment  option  is  exercised  in  full).  See  "Principal  and  Selling
Shareholders."  Ripplewood is a holding company  formed by Timothy C. Collins to
invest, directly  and through  private investment  funds for  which it  acts  as
general  partner, in leveraged  build-ups and acquisitions  sponsored by senior,
industrial operating  managers  affiliated  with Ripplewood.  Prior  to  forming
Ripplewood,  Mr. Collins was the Senior Managing Director of the New York office
of Onex Corporation ("Onex"), an Ontario  corporation listed on the Toronto  and
Montreal Stock Exchanges. An investor group led by a subsidiary of Onex acquired
the  Company  in  August  1989.  Ripplewood  acquired  a  majority  of  the then
outstanding Common Shares of the Company from such subsidiary in October 1995.  

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THE OFFERING

                                                        [Enlarge/Download Table]
                                                                                         
Class A Common Shares Offered                                                            
  By the Company............................ 1,974,750 shares(1)                         
  By the Selling Shareholders............... 1,725,250 shares(1)                         
    Total................................... 3,700,000 shares(1)                         
Class A Common Shares to be outstanding                                                  
 after the Offering......................... 4,086,800 shares(1)(2)(3)                   
Class B Common Shares to be outstanding                                                  
 after the Offering......................... 1,522,550 shares(2)                         
Total Common Shares to be outstanding after                                              
 the Offering............................... 5,609,350 shares(1)(3)                      
Estimated Net Proceeds to the Company....... $22.59 million(1)                           
Use of Proceeds by the Company.............. To   repay   certain   senior  indebtedness.
                                              See "Use of Proceeds."                     
New York Stock Exchange Symbol.............. "DSD"                                       

------------------------                                                        
(1) Does not include up to 555,000 Class A Common Shares that are subject to the
    Underwriters' over-allotment option, one-half of which would be newly issued
by the Company and one-half of which would be sold by Ripplewood.       

(2) Each  Class B Common Share is convertible at the option of the holder at any
    time into one Class A Common  Share and will convert automatically into  one
    Class  A Common Share as a result  of certain transfers. See "Description of
    Capital Shares--Common Shares." If  the Underwriters' over-allotment  option
    is  exercised, up to  277,500 Class B  Common Shares will  be converted into
Class A Common Shares as a result of the sale thereof by Ripplewood.    

(3) Does not include up to 272,750 Class A Common Shares that are issuable  upon
    exercise  of outstanding stock options (the "Options"), all of which will be
    exercisable immediately after the Offering. See "Management--Fiscal Year End
Option Values."                                                         

RISK FACTORS

    See "Risk  Factors" for  a  discussion of  certain  factors that  should  be
considered  by  prospective  purchasers of  the  Class A  Common  Shares offered
hereby.                                                                         

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SUMMARY FINANCIAL AND PRO FORMA DATA

    The following table sets forth summary  financial data for the fiscal  years
ended  December 31,  1991 through  1995, which data  have been  derived from the
consolidated financial statements  of the  Company, which have  been audited  by
Arthur  Andersen LLP, independent public accountants,  and which, in the case of
the three  years  ended  December  31, 1995,  are  included  elsewhere  in  this
Prospectus.  The table also includes data as  of and for the three fiscal months
ended March  31, 1995  and March  29, 1996,  which have  been derived  from  the
unaudited consolidated financial statements of the Company included elsewhere in
this  Prospectus and which,  in the opinion of  management, reflect all material
adjustments of a normal and recurring  nature necessary for a fair  presentation
of such data. The following table also sets forth summary financial data for the
fiscal year ended December 31, 1995 on a pro forma combined basis. The following
data should be read in conjunction with "Management's Discussion and Analysis of
Financial  Condition and Results  of Operations" and  the Company's consolidated
financial  statements  and  the  notes   thereto  included  elsewhere  in   this
Prospectus. Pro forma combined financial statements of the Company and Dur-O-Wal
also  are  presented  elsewhere  in this  Prospectus.  See  "Pro  Forma Combined
Financial Information."                                                         

                                                        [Enlarge/Download Table]

                                                                                                                          THREE   
                                                                                                                         FISCAL   
                                                                                                                         MONTHS   
                                                                  YEAR ENDED DECEMBER 31,                                 ENDED   
                                       ------------------------------------------------------------------------------  -----------
                                                                                                           PRO FORMA    MARCH 31, 
                                          1991        1992         1993           1994          1995       1995 (1)       1995    
                                       ----------  ----------  -------------  -------------  -----------  -----------  -----------
                                                             (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)                      
                                                                                                                                  
OPERATING DATA:                                                                                                                   
  Net sales..........................     $68,532     $71,462     $75,154        $82,341        $92,802     $113,695      $17,977 
  Gross profit.......................      19,925      18,408      19,727         24,330         28,812       33,718        5,422 
  Income from operations.............       4,126       1,286       3,856          6,303          8,623       10,372          758 
  Interest expense, net..............       8,541       8,727      10,118          6,017   (2)      4,231      6,264          909 
  Provision (benefit) for income                                                                                                  
   taxes (3).........................      (1,006)       (826)        (89   )         95            690          683           -- 
  Income (loss) before extraordinary                                                                                              
   item..............................      (3,409)     (6,615)     (6,173   )       (682   )      3,705        3,404         (151)
  Extraordinary item, net of tax.....          --          --          --         31,354   (2)         --         --           -- 
  Net income (loss)..................     $(3,409)    $(6,615)    $(6,173   )    $30,672         $3,705       $3,404        $(151)
                                       ----------  ----------  -------------  -------------  -----------  -----------  -----------
                                       ----------  ----------  -------------  -------------  -----------  -----------  -----------
  Net income (loss) available to                                                                                                  
   common shareholders...............     $(3,409)    $(6,615)    $(6,173   )    $30,175            $71        $(230 )      $(363)
                                       ----------  ----------  -------------  -------------  -----------  -----------  -----------
                                       ----------  ----------  -------------  -------------  -----------  -----------  -----------
  Income (loss) per share available                                                                                               
   to common shareholders before                                                                                                  
   extraordinary item................     $(36.15)    $(70.15)    $(65.46   )     $(0.58   )      $0.02       $(0.08 )     $(0.12)
  Net income (loss) per common and                                                                                                
   common equivalent share (4).......      (36.15)     (70.15)     (65.46   )      14.93           0.02        (0.08 )      (0.12)
  Weighted average common and common                                                                                              
   equivalent shares outstanding                                                                                                  
   (4)...............................      94,304      94,304      94,304      2,020,717      3,558,908    3,035,501    2,956,054 

AS ADJUSTED FOR THE OFFERING: (5)                                                                                                 
  Net income.........................                                                            $5,240       $5,160              
  Net income per common and common                                                                                                
   equivalent share before dividends,                                                                                             
   accretion and redemption of                                                                                                    
   redeemable preferred shares (4)...                                                              0.95         0.93              
  Net income per common and common                                                                                                
   equivalent share (4)..............                                                              0.29         0.28              
  Weighted average common and common                                                                                              
   equivalent shares outstanding                                                                                                  
   (4)...............................                                                         5,533,658    5,533,658              



                                        MARCH 29,                                                                                 
                                          1996                                                                                    
                                       -----------                                                                                

                                                                                                                                  
OPERATING DATA:                                                                                                                   
  Net sales..........................     $23,615                                                                                 
  Gross profit.......................       7,469                                                                                 
  Income from operations.............       1,434                                                                                 
  Interest expense, net..............       1,585                                                                                 
  Provision (benefit) for income                                                                                                  
   taxes (3).........................         242                                                                                 
  Income (loss) before extraordinary                                                                                              
   item..............................        (401 )                                                                               
  Extraordinary item, net of tax.....          --                                                                                 
  Net income (loss)..................       $(401 )                                                                               
                                       -----------                                                                                
                                       -----------                                                                                
  Net income (loss) available to                                                                                                  
   common shareholders...............       $(401 )                                                                               
                                       -----------                                                                                
                                       -----------                                                                                
  Income (loss) per share available                                                                                               
   to common shareholders before                                                                                                  
   extraordinary item................      $(0.12 )                                                                               
  Net income (loss) per common and                                                                                                
   common equivalent share (4).......       (0.12 )                                                                               
  Weighted average common and common                                                                                              
   equivalent shares outstanding                                                                                                  
   (4)...............................   3,332,654                                                                                 
AS ADJUSTED FOR THE OFFERING: (5)                                                                                                 
  Net income.........................         $38                                                                                 
  Net income per common and common                                                                                                
   equivalent share before dividends,                                                                                             
   accretion and redemption of                                                                                                    
   redeemable preferred shares (4)...        0.01                                                                                 
  Net income per common and common                                                                                                
   equivalent share (4)..............        0.01                                                                                 
  Weighted average common and common                                                                                              
   equivalent shares outstanding                                                                                                  
   (4)...............................   5,830,811                                                                                 

                                                        [Enlarge/Download Table]

                                                                                                          AT MARCH 29, 1996     
                                                                                                     ---------------------------
                                                                                                      ACTUAL    AS ADJUSTED (5) 
                                                                                                     ---------  ----------------
                                                                                                           (IN THOUSANDS)       
                                                                                                                                
BALANCE SHEET DATA:                                                                                                             
  Total assets...................................................................................... $ 107,052     $  106,307   
  Long-term debt (including current portion)........................................................    56,809         38,713   
  Shareholders' equity..............................................................................    27,084         47,381   

(see footnotes on the following pages)

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                                                                                                                        THREE   
                                                                                                                       FISCAL   
                                                                                                                       MONTHS   
                                                                  YEAR ENDED DECEMBER 31,                               ENDED   
                                         --------------------------------------------------------------------------  -----------
                                                                                                         PRO FORMA    MARCH 31, 
                                           1991       1992         1993          1994         1995       1995 (1)       1995    
                                         ---------  ---------  ------------  ------------  -----------  -----------  -----------
                                                                             (IN THOUSANDS)                                     

                                                                                                                                
OTHER OPERATING DATA:                                                                                                           
  EBITDA (6)............................    $8,622     $5,211     $7,073        $9,802        $12,891      $15,925       $1,686 
  Cash flow from operating activities...      (736)       882      2,503        (7,576   )      8,226        8,786       (2,133)
  Cash flow from investing activities...      (456)       578     (1,617   )    (2,075   )    (26,321 )     (3,129 )       (503)
  Cash flow from financing activities...       500      2,992         --         3,912         18,256       (5,180 )      2,170 
  Capital expenditures..................       447        695      1,647         2,082          2,730        3,166          505 
  Management fees(7)....................       250        250        250           250            250          250           63 



                                          MARCH 29,                                                                             
                                            1996                                                                                
                                         -----------                                                                            

                                                                                                                                
OTHER OPERATING DATA:                                                                                                           
  EBITDA (6)............................     $2,748                                                                             
  Cash flow from operating activities...     (3,652 )                                                                           
  Cash flow from investing activities...       (665 )                                                                           
  Cash flow from financing activities...      3,777                                                                             
  Capital expenditures..................        667                                                                             
  Management fees(7)....................         84                                                                             

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

(1) Gives effect to (i) the Dur-O-Wal  Acquisition and (ii) the issuance of  $15
    million  of senior debt and the initial  borrowing of $8.6 million under the
   Credit  Facility  (as  defined  herein)  in  connection  with  the  Dur-O-Wal
   Acquisition  as if  each had occurred  on January 1,  1995. See "Management's
   Discussion   and   Analysis   of   Financial   Condition   and   Results   of
   Operations--Acquisition  of  Dur-O-Wal."  The  unaudited  pro  forma combined
   financial data does not  give effect to any  other transactions and does  not
   purport  to represent the actual results of operations or financial condition
   of the Company had the Dur-O-Wal Acquisition occurred on the date assumed  or
   the  results that  can be expected  for the  Company in the  future. See "Pro
Forma Combined Financial Information."                                    

(2) In  May  1994,  the  Company  reached  an  agreement  with  its  lenders  to
    restructure   its  debt   (the  "1994   Restructuring"),  resulting   in  an
    extraordinary gain  of  $31.4 million  net  of  income tax  effect  of  $0.1
    million.  This also  resulted in  decreased interest  expense for  1994. See
    "Management's Discussion and Analysis of Financial Condition and Results  of
    Operations--1994  Restructuring" and  Note 3  to the  Company's consolidated
financial statements.                                                   

(3) In 1991, 1992 and 1993, an income tax benefit was recorded to the extent the
    Company was able to carryback losses  to obtain federal or state income  tax
    refunds.  In 1994,  the provision  for income  taxes related  to alternative
    minimum taxes.  In 1995,  the  provision for  income  taxes was  reduced  to
    reflect  the utilization  of net  operating losses  from 1992  and 1993. The
    provision  for  income  taxes  in   the  first  quarter  of  1996   reflects
    non-deductible  goodwill amortization and a net  operating loss in Canada on
which no tax carryback is available.                                    

(4) Net income (loss) per common  and common equivalent share before  dividends,
    accretion  and  redemption of  preferred shares  and  net income  (loss) per
    common and common equivalent share are based on the weighted average  common
    and  dilutive common equivalent shares outstanding during the period. Common
    share equivalents include the number of shares issuable upon the exercise of
    outstanding Options, and warrants to purchase 346,600 Class A Common  Shares
    (the  "Warrants"), less the shares that could be purchased with the proceeds
    from the exercise of the Options  and Warrants, based on the initial  public
    offering  price of  $13.00 per  share. For  the purposes  of calculating net
    income (loss)  per common  and common  equivalent share,  common  equivalent
    shares  issued more  than 12  months prior to  the Offering  are excluded in
    periods with a net loss available to common shareholders. Common  equivalent
    shares issued less than 12 months prior to the Offering are included for all
    periods  presented. All outstanding Warrants will  be exercised prior to the
    consummation of the  Offering and all  Class A Common  Shares received  upon
    exercise  of the Warrants  will be sold  by the Selling  Shareholders in the
Offering.                                                               

(5) Adjusted to reflect (i) the sale  of 1,974,750 Class A Common Shares by  the
    Company  in the Offering at the initial  public offering price of $13.00 per
    Class A Common Share after deducting the underwriting discount and estimated
    expenses of the  Offering and  a fee  payable to  Ripplewood for  additional
    services  provided in connection  with the Offering  and (ii) application of
    the net  proceeds from  the  Offering of  approximately $22.59  million,  in
    addition to a $21.35 million draw on the Amended Credit Facility (as defined
    herein),  to retire $40 million of senior debt, pay accrued interest thereon
    at March  29,  1996 of  $1.54  million  (accrued interest  thereon  will  be
    approximately  $1.77  million at  June 25,  1996, the  expected date  of the
    consummation of the Offering) and fund a $2.4 million prepayment premium  in
    connection  therewith. See "Use of  Proceeds." Such adjustments would reduce
    1995, pro forma 1995  and March 29, 1996  interest expense by $2.5  million,
    $2.8  million and  $0.7 million,  respectively, and  increase the  1995, pro
    forma 1995 and March 29, 1996 provision for income tax by $0.9 million, $1.1
    million and $0.3 million, respectively. The adjustments also reflect a  $2.3
    million  net loss on the retirement  of senior debt ($2.4 million prepayment
    premium,  $0.7  million  write-off  of  financing  costs  and  $0.6  million
write-off of debt discount, net of income tax benefit of $1.4 million). 

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(6) EBITDA represents earnings before interest expense, other expense or income,
    income  taxes, depreciation and  amortization. Other expense  of $873,000 in
    1994 represents non-recurring costs associated with an acquisition that  was
    not  completed. The accrued  interest component of  cash flow from operating
    activities was $2.1 million, $7.6 million and $(10.9 million) in 1992,  1993
    and  1994, respectively. Management considers EBITDA  to be a useful measure
    of operating performance because, together  with net income and cash  flows,
    EBITDA provides investors with an additional basis to evaluate the Company's
    ability  to  pay  interest, repay  debt  and make  capital  expenditures. In
    addition, EBITDA is a component in the interest rate and covenant  structure
    of  the Amended Credit Facility.  See "Description of Certain Indebtedness."
    To evaluate EBITDA and the trends it depicts, the components of EBITDA, such
    as net  sales,  cost  of  sales  and  selling,  general  and  administrative
    expenses, should be considered. See "Management's Discussion and Analysis of
    Financial  Condition and  Results of  Operations." Excluded  from EBITDA are
    interest,  other  expense   or  income,  income   taxes,  depreciation   and
    amortization,  each of which can  significantly affect the Company's results
    of operations  and liquidity  and  should be  considered in  evaluating  the
    Company's  financial  performance.  EBITDA  has  not  been  presented  as an
    alternative to operating income as  determined in accordance with  generally
    accepted  accounting principles as an  indicator of operating performance or
    to  cash  flows  from  operating,  investing  or  financing  activities   as
    determined  in accordance with generally accepted accounting principles as a
    measure of liquidity or  ability to meet all  cash needs. Not all  companies
    define   EBITDA  consistently;  caution  must  be  used  in  comparing  this
    measurement to EBITDA  of other  companies. See  the Company's  consolidated
    financial  statements  and the  notes  thereto appearing  elsewhere  in this
Prospectus. The following reconciles net income (loss) to EBITDA:       

                                                        [Enlarge/Download Table]

                                                                                                                        THREE   
                                                                                                                       FISCAL   
                                                                                                                       MONTHS   
                                                                  YEAR ENDED DECEMBER 31,                               ENDED   
                                         --------------------------------------------------------------------------  -----------
                                                                                                         PRO FORMA    MARCH 31, 
                                           1991       1992         1993          1994         1995         1995         1995    
                                         ---------  ---------  ------------  ------------  -----------  -----------  -----------
                                                                             (IN THOUSANDS)                                     

                                                                                                                                
Net income (loss).......................   $(3,409)   $(6,615)   $(6,173   )   $30,672         $3,705       $3,404        $(151)
Extraordinary item, net of tax..........        --         --         --       (31,354   )         --           --           -- 
Provision (benefit) for income taxes....    (1,006)      (826)       (89   )        95            690          683           -- 
Interest expense, net...................     8,541      8,727     10,118         6,017          4,231        6,264          909 
Other (income) expense..................        --         --         --           873             (3 )         21           -- 
                                         ---------  ---------  ------------  ------------  -----------  -----------  -----------
Income from operations..................     4,126      1,286      3,856         6,303          8,623       10,372          758 
Depreciation............................     1,956      1,947      1,914         2,194          2,777        3,723          579 
Amortization of intangibles and                                                                                                 
 goodwill...............................     2,540      1,978      1,303         1,305          1,491        1,830          349 
                                         ---------  ---------  ------------  ------------  -----------  -----------  -----------
EBITDA..................................    $8,622     $5,211     $7,073        $9,802        $12,891      $15,925       $1,686 
                                         ---------  ---------  ------------  ------------  -----------  -----------  -----------
                                         ---------  ---------  ------------  ------------  -----------  -----------  -----------



                                          MARCH 29,                                                                             
                                            1996                                                                                
                                         -----------                                                                            

                                                                                                                                
Net income (loss).......................      $(401 )                                                                           
Extraordinary item, net of tax..........         --                                                                             
Provision (benefit) for income taxes....        242                                                                             
Interest expense, net...................      1,585                                                                             
Other (income) expense..................          8                                                                             
                                         -----------                                                                            
Income from operations..................      1,434                                                                             
Depreciation............................        908                                                                             
Amortization of intangibles and                                                                                                 
 goodwill...............................        406                                                                             
                                         -----------                                                                            
EBITDA..................................     $2,748                                                                             
                                         -----------                                                                            
                                         -----------                                                                            

(7) Management fees are paid to  the controlling and another shareholder of  the
    Company  and are included  in selling, general  and administrative expenses.
   Following the Offering, the Company will no longer be charged such management
fees. See "Certain Relationships and Related Party Transactions."         

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RISK FACTORS

    A  PROSPECTIVE PURCHASER SHOULD CONSIDER CAREFULLY ALL OF THE INFORMATION IN
THIS PROSPECTUS BEFORE DECIDING  WHETHER TO PURCHASE THE  CLASS A COMMON  SHARES
OFFERED HEREBY AND, IN PARTICULAR, THE FOLLOWING FACTORS.                       

CYCLICAL NATURE OF THE CONSTRUCTION INDUSTRY                                    

    The  Company's sales  and earnings are  strongly influenced by  the level of
North  American   non-residential  building   and  infrastructure   construction
activity.  Construction activity is cyclical and  is affected by the strength of
the general economy and by other factors beyond the Company's control, including
governmental expenditures  and changes  in the  banking and  tax laws.  Although
non-residential    building   construction   and   infrastructure   construction
historically  have   been   less   cyclical   than   residential   construction,
non-residential  building construction experienced a  severe decline in 1990 and
1991. In  1992, in  part  as a  result of  the  effect of  that decline  on  the
Company's  sales  and  earnings  and  the  Company's  highly  leveraged  capital
structure following  its acquisition  in 1989  by  an investor  group led  by  a
subsidiary  of Onex, the Company defaulted on certain financial covenants in its
senior debt and was unable to make required principal and interest payments. The
Company's debt was restructured  in May 1994.  See "Management's Discussion  and
Analysis  of Financial Condition and Results of Operations--1994 Restructuring."
Although the Company will be  less leveraged immediately following the  Offering
than  it was  in 1993, a  decline in non-residential  building or infrastructure
construction activity in  the future  likely would result  in a  decline in  the
Company's sales and earnings which could be materially adverse.                 

RECENT LOSSES AND SEASONALITY                                                   

    In  1991, 1992 and  1993, the Company  incurred net losses  of $3.4 million,
$6.6 million and $6.2 million, respectively. In 1994, the Company had net income
of  $30.7  million  but  a  loss  before  extraordinary  item  (related  to  the
forgiveness  of debt) of $682,000.  In 1995, the Company  had net income of $3.7
million ($3.4  million  on  a  pro  forma  combined  basis).  See  "Management's
Discussion and Analysis of Financial Condition and Results of Operations." There
can  be no assurance  that the Company will  be profitable in  1996 or in future
years or that  it will  not have to  seek additional  funds through  borrowings,
sales of equity or otherwise to pursue its business objectives.                 

    The  construction industry is seasonal in most of North America, with demand
for the Company's products being higher in the spring and summer than in  winter
and  late fall. This  seasonality typically adversely  affects the Company's net
sales and net income in  the first and last quarters  of the year. In the  first
quarter  of 1995 and 1996, the Company had net losses of $151,000 ($245,000 on a
pro forma combined basis) and $401,000, respectively.                           

CHALLENGE OF GROWTH THROUGH ACQUISITIONS                                        

    The Company intends  to continue to  pursue its strategy  of growth  through
acquisitions.  There can be no assurance, however, that future acquisitions will
be consummated  or  that  any  newly  acquired  business  will  be  successfully
integrated into the Company's operations. The Company may issue additional Class
A Common Shares (which could result in dilution to the purchasers of the Class A
Common  Shares offered hereby) or may incur substantial additional indebtedness,
or a combination thereof, to fund future acquisitions. There can be no assurance
that the  Company will  be able  to  obtain any  such additional  financing.  In
addition, on June 17, 1996, the Company entered into an agreement with Bank One,
Dayton,  NA  and  Bank of  America  Illinois (collectively,  the  "Banks") which
amended its  credit facility  (the "Credit  Facility" and,  as so  amended,  the
"Amended  Credit Facility"), conditional upon  the consummation of the Offering.
The terms of the  Amended Credit Facility prohibit  the Company from merging  or
consolidating  with, or acquiring the stock of, another corporation or incurring
additional indebtedness (subject to certain  exceptions) without the consent  of
the Banks. There can be no assurance that the Company will be able to obtain the
consent  of the Banks to any such merger, consolidation or acquisition or to the
incurrence of  additional debt.  See "Management's  Discussion and  Analysis  of
Financial  Condition and Results of Operations--Liquidity and Capital Resources"
and "Description of Certain Indebtedness."                                      

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    In addition,  the  Company's  ability to  manage  growth  successfully  will
require  the  Company to  continue to  improve  its operational,  management and
financial systems and controls. Certain of the Company's key employees have  not
had  experience in managing companies larger  than the Company. If the Company's
management is  unable  to manage  growth  effectively, the  Company's  business,
results  of operations and financial condition could be materially and adversely
affected. See "Business-- Management."                                          

COMPETITION                                                                     

    The industry in  which the Company  operates is highly  competitive in  most
product categories and geographic regions. The Company believes that competition
is  largely  based on  price, quality,  breadth  of product  lines, distribution
capabilities (including quick delivery times) and customer service. The  Company
competes  for  business with  a relatively  small  number of  full-line national
manufacturers  and  a   much  larger  number   of  regional  manufacturers   and
manufacturers   with  limited  product  lines.  In  certain  circumstances,  due
primarily to factors such  as freight rates, quick  delivery times and  customer
preference  for local suppliers, certain manufacturers  and suppliers may have a
competitive   advantage   over   the   Company   in   a   given   region.    See
"Business--Competition."                                                        

CONTROL OF THE COMPANY BY RIPPLEWOOD; OTHER ANTI-TAKEOVER PROVISIONS            

    Holders  of the Company's Class A Common Shares are entitled to one vote per
share and holders of  the Class B  Common Shares are entitled  to ten votes  per
share.  Upon  completion  of  the  Offering,  Ripplewood  will  own  all  of the
outstanding Class B  Common Shares,  representing 78.8% of  the combined  voting
power of the outstanding Common Shares. In addition, under the Company's Amended
and  Restated  Shareholder Agreement  (the "Shareholder  Agreement"), Ripplewood
will generally  control the  voting of  an additional  2.3% of  the  outstanding
Common  Shares (assuming exercise of all of the outstanding Options) which, with
Ripplewood's Class B Common  Shares, collectively would  represent 81.1% of  the
combined  voting power  of the Common  Shares. Consequently,  Ripplewood will be
able, without the approval of the Company's other shareholders, to (i) elect all
of the  Company's  directors,  (ii)  amend the  Company's  amended  articles  of
incorporation with respect to most matters or effect a merger, sale of assets or
other  major  corporate transaction,  (iii)  defeat any  non-negotiated takeover
attempt, (iv) convert its Class B Common  Shares into Class A Common Shares  and
sell  such  shares without  participation in  such sale  by the  Company's other
shareholders and  (v) otherwise  control the  outcome of  virtually all  matters
submitted  for a shareholder vote. See  "Description of Capital Shares." Control
by Ripplewood may discourage certain  types of transactions involving an  actual
or  potential change of control of  the Company, including transactions in which
the holders of  Class A Common  Shares might receive  a premium over  prevailing
market  prices for their shares.  Timothy C. Collins, Matthew  O. Diggs, Jr. and
Matthew M. Guerreiro,  each of whom  is a  director of the  Company, are  Senior
Managing  Director and  Chief Executive  Officer, non-executive  Chairman of the
Board and a principal, respectively, of Ripplewood.                             

    In addition,  certain  provisions  of  the  Company's  amended  articles  of
incorporation  and certain provisions  of the Ohio  General Corporation Law (the
"OGCL") may have the effect of discouraging non-negotiated takeover attempts  of
the  Company. These provisions include  so-called "blank check" preferred shares
and the Ohio  Merger Moratorium Act.  See "Description of  Capital Shares."  The
Board  of  Directors,  without  shareholder approval,  can  issue  "blank check"
preferred shares with conversion, voting  and other rights that could  adversely
affect  the rights  of the  holders of  Class A  Common Shares.  The Ohio Merger
Moratorium Act is intended to  delay a person who  acquires voting shares of  an
Ohio corporation without the approval of the Board of Directors from engaging in
any  merger, asset sale or other transaction resulting in a financial benefit to
such person.                                                                    

DEPENDENCE ON KEY PERSONNEL                                                     

    The Company's affairs are  managed by a small  number of key management  and
operating personnel, the loss of any one of whom could have an adverse impact on
the Company. See "Business-- Management."                                       

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ENVIRONMENTAL COMPLIANCE                                                        

    The  Company is subject to regulation under various federal, state and local
laws and regulations  relating to  the environment. These  laws and  regulations
govern the generation, storage, transportation, disposal and emission of various
substances.  Permits are required  for operation of  the Company's business, and
these  permits   are  subject   to  renewal,   modification  and,   in   certain
circumstances,  revocation. The Company believes it is in substantial compliance
with such  laws and  permitting requirements.  The Company  also is  subject  to
regulation  under various  federal, state and  local laws  and regulations which
allow regulatory authorities to  compel (or seek  reimbursement for) cleanup  of
environmental  contamination at its own sites  and at facilities where its waste
is or  has been  disposed. The  Company expects  to incur  on-going capital  and
operating  costs to maintain compliance  with applicable environmental laws that
the Company does not expect to be,  in the aggregate, material to its  financial
condition,  results of operations  or liquidity. The  Company cannot predict the
environmental laws  or regulations  that may  be enacted  in the  future or  how
existing  or future  laws or  regulations will  be administered  or interpreted.
Compliance with more  stringent laws or  regulations, as well  as more  vigorous
enforcement  policies of the  regulatory agencies or  stricter interpretation of
existing laws  or  regulations,  may  require  additional  expenditures  by  the
Company,  some or  all of which  may be material.  See "Business-- Environmental
Compliance."                                                                    

NO PRIOR MARKET FOR CLASS A COMMON SHARES; POSSIBLE VOLATILITY OF PRICE         

    Prior to the  Offering, there  has been  no public  market for  the Class  A
Common Shares. Although the Class A Common Shares have been approved for listing
on  the New York Stock  Exchange, subject to official  notice of issuance, there
can be no assurance that an active trading market will develop or be  sustained.
The  initial  public offering  price was  determined  by negotiations  among the
Company, Ripplewood  and representatives  of  the Underwriters  and may  not  be
indicative  of the  price at which  the Class  A Common Shares  will trade after
completion of the Offering. See "Underwriting."  There can be no assurance  that
the  prices at which  the Class A Common  Shares will sell  in the public market
after the Offering will not  be lower than the price  at which they are sold  by
the  Underwriters.  In addition,  factors such  as  variations in  the Company's
actual and anticipated operating results, announcements by the Company or others
and developments affecting the Company could cause the market price of the Class
A Common  Shares  to  fluctuate significantly.  Broad  market  fluctuations  and
general  economic and political conditions also  may adversely affect the market
price of the Class A Common Shares, regardless of the Company's performance.    

NO ANTICIPATED CASH DIVIDENDS                                                   

    The Company does not intend to pay  any cash dividends on the Common  Shares
in  the  near term.  See  "Dividend Policy."  In  addition, the  Company  is not
permitted to pay cash dividends to holders of the Common Shares under the  terms
of  the Company's Amended Credit Facility and  may in the future enter into loan
or other agreements or issue debt  securities or preferred shares that  restrict
the  payment of cash dividends on the Common Shares. See "Description of Certain
Indebtedness."                                                                  

SHARES ELIGIBLE FOR FUTURE SALE                                                 

    Future sales  of substantial  numbers of  Class A  Common Shares  (including
shares  issued upon the exercise of Options),  or the perception that such sales
could occur, could  adversely affect prevailing  market prices for  the Class  A
Common  Shares. If  such sales  reduce the  market price  of the  Class A Common
Shares, the Company's ability to raise additional capital in the equity  markets
could be adversely affected.                                                    

    Upon  completion of the Offering  (assuming the Underwriters' over-allotment
option is not exercised), 1,522,550 Class A Common Shares into which the Class B
Common Shares held by Ripplewood may be converted, 386,800 Class A Common Shares
held by the  Company's management  and other  shareholders and  272,750 Class  A
Common Shares issuable upon exercise of Options held by management will continue
to  be "restricted shares"  as defined in  Rule 144 under  the Securities Act of
1933, as amended (the  "Securities Act"). Such shares  may not be resold  unless
registered  under the Securities Act or sold  pursuant to an exemption from such
registration, including, among others, the exemption                            

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provided by Rule 144  under the Securities Act.  After the Offering,  Ripplewood
and  the other parties to the Shareholder Agreement will have certain incidental
registration rights with respect to any Class A Common Shares owned by them, and
Ripplewood will  have two  demand  registration rights  with respect  to  Common
Shares  owned  by  it.  See  "Principal  and  Selling  Shareholders--Shareholder
Agreement" and "Shares Eligible for Future Sale."                               

    The Company, Ripplewood and certain of the Company's other shareholders,  to
the  extent that such shareholders are not  selling shares in the Offering, have
agreed, subject to certain exceptions, not  to sell, offer to sell, contract  to
sell,  grant  any  option  to  purchase or  otherwise  dispose  of,  directly or
indirectly, or announce the offering of any Class A Common Shares or  securities
convertible into or exercisable or exchangeable for Class A Common Shares, other
than  the Class A Common  Shares offered hereby, for a  period of 360 days after
the date of this  Prospectus without the consent  of the representatives of  the
Underwriters;  provided,  however,  that  the  Company  may  issue:  (i) options
pursuant to  any employee  stock  option plan  in effect  on  the date  of  this
Prospectus,  (ii)  Class A  Common  Shares upon  the  conversion or  exercise of
securities or options outstanding on the date of this Prospectus (or issued upon
the conversion or exercise thereof) and (iii) commencing 90 days after the  date
of  this Prospectus,  Class A  Common Shares  or securities  convertible into or
exercisable or exchangeable for Class  A Common Shares in mergers,  acquisitions
or  business combinations.  See "Underwriting"  and "Shares  Eligible for Future
Sale."                                                                          

DILUTION                                                                        

    Investors in the Offering will  experience immediate dilution in the  amount
of  $14.63 per  share in  the net tangible  book value  of their  Class A Common
Shares from the initial public offering price. See "Dilution."                  

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USE OF PROCEEDS 

    The net proceeds to the Company from the sale by the Company of 1,974,750 of
the Class  A  Common Shares  offered  in the  Offering,  at the  initial  public
offering   price  of  $13.00  per  share,  are  estimated  to  be  approximately
$22,593,000 ($25,984,000 if the Underwriters' over-allotment option is exercised
in full), after deducting  the underwriting discount  and estimated expenses  of
the  Offering  payable by  the  Company. The  Company  intends to  use  such net
proceeds to  prepay its  11.75% Senior  Notes due  2002 (the  "Senior Notes  due
2002"),  which mature on December 31, 2002, and its 11.75% Senior Notes due 2003
(the "Senior Notes due 2003" and, together  with the Senior Notes due 2002,  the
"Senior Notes"), which mature on December 31, 2003. The Company will pay accrued
interest  of approximately $1,771,000 at June 25, 1996, the expected date of the
consummation of the Offering,  ($1,542,000 at March 29,  1996) and a  prepayment
premium of $2,400,000 to the holders of the Senior Notes in connection with such
prepayment.  The Company intends  to fund the remaining  amount needed to prepay
the Senior Notes and  to pay such accrued  interest and prepayment premium  with
borrowings  of approximately $21,578,000 at June  25, 1996, the expected date of
the consummation  of the  Offering, ($21,349,000  based on  accrued interest  at
March  29, 1996) under the Amended  Credit Facility. See "Description of Certain
Indebtedness."                                                                  

    As of the date of this  Prospectus, the outstanding principal amount of  the
Senior  Notes was $40,000,000, of which  the outstanding principal amount of the
Senior Notes due 2002  was $25,000,000 and the  outstanding principal amount  of
the  Senior Notes due 2003 was  $15,000,000. Mandatory annual prepayments in the
amount of $6,250,000 on the Senior Notes  due 2002 and $3,750,000 on the  Senior
Notes  due 2003  must be made,  if not  previously paid, commencing  in 1999 and
2000, respectively. The  Senior Notes bear  interest at the  rate of 11.75%  per
annum.  The  Senior Notes  due  2002 were  issued  in connection  with  the 1994
Restructuring. See "Management's Discussion and Analysis of Financial  Condition
and  Results of Operations--1994 Restructuring." The  Senior Notes due 2003 were
issued in October 1995 to finance, in part, the acquisition of Dur-O-Wal.       

    The Company will not receive  any proceeds from the  sale of Class A  Common
Shares in the Offering by the Selling Shareholders.                             

DIVIDEND POLICY 

    The Company currently intends to retain its future earnings, if any, to fund
the  development and growth of its  business and, therefore, does not anticipate
declaring and paying cash dividends on the  Common Shares in the near term.  The
decision whether to apply legally available funds to the payment of dividends on
the  Common Shares will  be made by the  Board of Directors  of the Company from
time to time  in the  exercise of its  business judgment,  taking into  account,
among other things, the Company's results of operations and financial condition,
any  then  existing  or proposed  commitments  for  the use  by  the  Company of
available  funds  and  the  Company's  obligations  with  respect  to  any  then
outstanding class or series of its preferred shares.                            

    The  Company is restricted by the terms  of the Amended Credit Facility from
paying cash dividends on the Common Shares and may in the future enter into loan
or other agreements or issue debt  securities or preferred shares that  restrict
the payment of cash dividends on the Common Shares. See "Management's Discussion
and  Analysis of  Financial Condition  and Results  of Operations--Liquidity and
Capital Resources" and "Description of Certain Indebtedness."                   

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CAPITALIZATION

    The following table sets  forth the capitalization of  the Company at  March
29,  1996, and as adjusted to give effect to the Offering and the application of
the estimated $22,593,000 of net proceeds to the Company therefrom as  described
in  "Use  of  Proceeds." This  table  should  be read  in  conjunction  with the
Company's consolidated  financial  statements  and the  notes  thereto  included
elsewhere in this Prospectus.                                                   

                                                                [Download Table]

                                                         AT MARCH 29, 1996       
                                                    ---------------------------  
                                                                   AS ADJUSTED   
                                                                     FOR THE     
                                                       ACTUAL      OFFERING(1)   
                                                    -------------  ------------  
                                                          (IN THOUSANDS)         
                                                                                 
Long-term debt (including current portion):                                      
  Borrowings under Credit Facility................  $   17,070(2)   $   38,419(3)
  11.75% Senior Notes due 2002....................      25,000          --       
  Debt discount...................................        (555)         --       
  11.75% Senior Notes due 2003....................      15,000          --       
  Other long-term debt............................         294             294   
                                                    -------------  ------------  
    Total long-term debt (4)......................  $   56,809      $   38,713   
                                                    -------------  ------------  
Shareholders' equity (5):                                                        
  Preferred Shares, without par value: 5,000,000                                 
   shares authorized, no shares issued............       --             --       
  Class A Common Shares, without par value:                                      
   20,000,000 shares authorized, 2,804,500 shares                                
   issued; 20,483,300 shares authorized, 4,086,800                               
   shares issued, as adjusted (6).................     $17,483         $31,812   
  Old Class B Common Shares, without par value:                                  
   15,000,000 shares authorized, 485,500 shares                                  
   issued.........................................       1,942         --        
  Class B Common Shares, without par value:                                      
   1,522,550 shares authorized, 1,522,550 shares                                 
   issued, as adjusted............................      --              10,123   
  Cumulative foreign currency translation                                        
   adjustment.....................................        (139   )        (139 ) 
  Excess pension liability........................         (50   )         (50 ) 
  Retained earnings (7)...........................       7,929           5,635   
  Treasury shares, Class A Common, 2,000 shares;                                 
   no shares as adjusted..........................         (81   )     --        
                                                    -------------  ------------  
    Total shareholders' equity....................      27,084          47,381   
                                                    -------------  ------------  
Total capitalization..............................  $   83,893     $    86,094   
                                                    -------------  ------------  
                                                    -------------  ------------  

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

(1)  Adjusted to reflect the Offering and, immediately prior to the consummation
     of  the Offering, (i) the conversion of the 1,969,850 Class A Common Shares
     held by Ripplewood  as of  March 29,  1996 and  the 36,000  Class A  Common
     Shares  acquired by Ripplewood from  a subsidiary of Onex  on April 4, 1996
     into 2,005,850  Class B  Common Shares,  and the  subsequent conversion  by
     Ripplewood  of 483,300 of its Class B Common Shares into an equal number of
     Class A Common Shares  offered hereby, (ii) the  conversion of 485,500  Old
     Class  B Common Shares into Class A  Common Shares and (iii) the retirement
of 2,000 Class A Common Shares held in treasury.                      

(2)  At March  29,  1996,  unutilized availability  under  the  Credit  Facility
aggregated $7.6 million.                                              

(3)  Includes  amounts borrowed to repay accrued interest on the Senior Notes of
     $1.5 million at March 29,1996. On June  25, 1996, the expected date of  the
     consummation of the Offering, the Company estimates accrued interest on the
Senior Notes will be $1.8 million.                                    

(4)  Includes current portion of long-term debt of $0.03 million.               

(5)  Immediately  prior to consummation of the  Offering, the Company will amend
     its amended  articles of  incorporation to  effect certain  changes to  its
capital shares. See "Description of Capital Shares."                  

(6)  The  number of issued and outstanding shares does not include 272,750 Class
     A Common Shares issuable upon exercise of outstanding Options, all of which
will become exercisable upon completion of the Offering.              

(7)  Adjusted to reflect a charge to earnings for the prepayment premium of $2.4
     million, the write-off of financing costs, which are included in intangible
     assets, of $0.7  million and  the write-off of  the debt  discount of  $0.6
     million,  net of  the income  tax benefit  of $1.4  million related  to the
repayment of the Senior Notes.                                        

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DILUTION

    At March 29, 1996, the net tangible book value (deficit) of the Company  was
$(30,192,000)  or $(9.18) per Common Share. After giving effect to the Offering,
the receipt of the  net proceeds to the  Company therefrom (after deducting  the
underwriting  discount and  estimated expenses  of the  Offering payable  by the
Company and the fee  payable to Ripplewood for  additional services provided  in
connection  with the Offering) and the  write-off of financing costs of $745,000
associated with the repayment  of the Senior Notes,  the pro forma net  tangible
book  value  (deficit) of  the  Company as  of March  29,  1996 would  have been
$(9,148,000) or $(1.63) per Common Share. This represents an immediate  increase
in  net tangible book value  of $7.55 per Common  Share to existing shareholders
and an immediate dilution in net tangible book value of $14.63 per Common  Share
to  purchasers of Class  A Common Shares  in the Offering  at the initial public
offering price.                                                                 

    The following  table  illustrates  the  per Common  Share  dilution  to  new
investors purchasing Class A Common Shares in the Offering:                     

                                                        [Enlarge/Download Table]
                                                                                                 
Initial public offering price per Common Share (1)..........................           $   13.00 
  Net tangible book value (deficit) per Common Share as of March 29, 1996                        
   before the Offering (2).................................................. $  (9.18)           
  Increase per Common Share attributable to the Offering....................     7.55            
  Pro forma net tangible book value (deficit) per Common Share after the                         
   Offering (2).............................................................               (1.63)
                                                                                       --------- 
  Dilution per Common Share to new investors................................           $   14.63 
                                                                                       --------- 
                                                                                       --------- 

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

(1) Before  deducting the  underwriting discount  and estimated  expenses of the
    Offering payable  by the  Company  and the  fee  payable to  Ripplewood  for
additional services provided in connection with the Offering.           

(2) Net  tangible  book  value (deficit)  per  Common  Share is  equal  to total
    tangible assets of the Company less total liabilities divided by the  number
    of  Common Shares outstanding with respect  to the $(9.18) value and divided
    by the number  of pro forma  Common Shares outstanding  with respect to  the
$(1.63) value.                                                          

    The  following table summarizes  as of March  29, 1996 the  number of Common
Shares purchased from the Company, the  total consideration paid to the  Company
and  the average price per Common Share paid  to the Company with respect to the
Common Shares held by existing shareholders of the Company and by purchasers  of
Common  Shares in the  Offering (before deducting  the underwriting discount and
estimated expenses of the Offering payable by the Company and the fee payable to
Ripplewood for additional services provided in connection with the Offering)  at
the initial public offering price of $13.00 per share:                          

                                                        [Enlarge/Download Table]

                                                       SHARES PURCHASED          TOTAL CONSIDERATION                     
                                                   ------------------------  ---------------------------   AVERAGE PRICE 
                                                     NUMBER       PERCENT        AMOUNT        PERCENT       PER SHARE   
                                                   -----------  -----------  --------------  -----------  ---------------
                                                                                                                         
Existing shareholders (1).........................   3,288,000       62.5%   $  319,344,000       43.0%           $5.88  
New investors.....................................   1,974,750       37.5        25,671,750       57.0           13.00   
                                                   -----------  -----------  --------------  -----------                 
  Total...........................................   5,262,750      100.0%   $   45,015,750      100.0%          $8.55   
                                                   -----------  -----------  --------------  -----------                 
                                                   -----------  -----------  --------------  -----------                 

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

(1)  Does  not include  346,600 Class  A Common  Shares purchasable  by existing
     shareholders at a price of $0.000002 per share upon exercise of outstanding
     warrants (the "Warrants"). All the  Warrants will be exercised  immediately
     prior  to the consummation of the  Offering. The following table summarizes
     as of March 29,  1996, after giving effect  to the Offering (including  the
     exercise  of the Warrants), the number  of Common Shares purchased from the
     Company, the total consideration paid to the Company and the average  price
     per Common Share paid to the Company with respect to the Common Shares held
     by  existing shareholders of the Company and by purchasers of Common Shares
     in the Offering (before deducting  the underwriting discount and  estimated
     expenses  of the  Offering payable  by the Company  and the  fee payable to
     Ripplewood  for  additional  services  provided  in  connection  with   the
Offering) at the initial public offering price of $13.00 per share:   

                                                        [Enlarge/Download Table]

                                                       SHARES PURCHASED          TOTAL CONSIDERATION                     
                                                   ------------------------  ---------------------------   AVERAGE PRICE 
                                                     NUMBER       PERCENT        AMOUNT        PERCENT       PER SHARE   
                                                   -----------  -----------  --------------  -----------  ---------------
                                                                                                                         
Existing shareholders.............................   3,634,600       64.8%   $   19,344,000       43.0%          $5.32   
New investors.....................................   1,974,750       35.2        25,671,750       57.0           13.00   
                                                   -----------  -----------  --------------  -----------                 
  Total...........................................   5,609,350      100.0%   $   45,015,750      100.0%          $8.03   
                                                   -----------  -----------  --------------  -----------                 
                                                   -----------  -----------  --------------  -----------                 

    Sales  by the Selling  Shareholders in the Offering,  including sales of the
    Class A Common Shares purchased upon  exercise of the Warrants, will  reduce
    the  number of Common Shares held by the existing shareholders to 1,909,350,
    or 34%,  of  the Common  Shares  outstanding (26.5%,  if  the  Underwriters'
    over-allotment option is exercised in full), and will increase the number of
    Common  Shares held by purchasers  in the Offering to  3,700,000, or 66%, of
    the Common Shares outstanding upon completion of the Offering (73.5%, if the
    Underwriters' over-allotment option  is exercised in  full). See  "Principal
and Selling Shareholders."                                              

    The  foregoing computations  assume no  exercise of  any of  the outstanding
Options. See "Principal and Selling Shareholders."  As of March 29, 1996,  there
were Options outstanding to purchase 272,750 Class A Common Shares at a weighted
average  price of $2.44 per share, all  of which will be immediately exercisable
after consummation of the Offering. To the extent additional outstanding Options
are exercised, there will be further dilution to new investors. See "Description
of Capital Shares."                                                             

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SELECTED FINANCIAL DATA 

    The  following table sets forth summary  financial data for the fiscal years
ended December  31,  1991  through  1995, which  data  have  been  derived  from
consolidated  financial statements  of the Company,  which have  been audited by
Arthur Andersen LLP, independent public accountants,  and which, in the case  of
the  three  years  ended  December  31, 1995,  are  included  elsewhere  in this
Prospectus. The table also includes data as  of and for the three fiscal  months
ended  March 31,  1995, and  March 29,  1996, which  have been  derived from the
unaudited consolidated financial statements of the Company included elsewhere in
this Prospectus and which,  in the opinion of  management, reflect all  material
adjustments  of a normal and recurring  nature necessary for a fair presentation
of  such  data.  The  following  data   should  be  read  in  conjunction   with
"Management's  Discussion  and Analysis  of Financial  Condition and  Results of
Operations" and the  Company's consolidated financial  statements and the  notes
thereto  included  elsewhere in  this Prospectus.  Pro forma  combined financial
statements of the  Company and Dur-O-Wal  also are presented  elsewhere in  this
Prospectus. See "Pro Forma Combined Financial Information."                     

                                                        [Enlarge/Download Table]

                                                                                                           THREE FISCAL MONTHS    
                                                                                                                  ENDED           
                                                               YEAR ENDED DECEMBER 31,                   ------------------------ 
                                               --------------------------------------------------------   MARCH 31,    MARCH 29,  
                                                 1991       1992       1993         1994        1995        1995         1996     
                                               ---------  ---------  ---------  ------------  ---------  -----------  ----------- 
                                                                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)                   
                                                                                                                                  
OPERATING DATA:                                                                                                                   
  Net sales................................... $  68,532    $71,462  $  75,154       $82,341    $92,802     $17,977      $23,615  
  Cost of sales...............................    48,607     53,054     55,427        58,011     63,990      12,555       16,146  
                                               ---------  ---------  ---------  ------------  ---------  -----------  ----------- 
  Gross profit................................    19,925     18,408     19,727        24,330     28,812       5,422        7,469  
  Selling, general and administrative                                                                                             
   expenses, excluding amortization of                                                                                            
   goodwill and intangibles...................    13,259     15,144(1)    14,568       16,722    18,698       4,315        5,629  
  Amortization of goodwill and intangibles....     2,540      1,978      1,303         1,305      1,491         349          406  
                                               ---------  ---------  ---------  ------------  ---------  -----------  ----------- 
  Income from operations......................     4,126      1,286      3,856         6,303      8,623         758        1,434  
  Interest expense, net.......................     8,541      8,727     10,118         6,017(2)     4,231        909       1,585  
  Other expense (income), net.................    --         --         --               873         (3)     --                8  
  Provision (benefit) for income taxes (3)....    (1,006)      (826)       (89)           95        690      --              242  
                                               ---------  ---------  ---------  ------------  ---------  -----------  ----------- 
  Income (loss) before extraordinary item.....    (3,409)    (6,615)    (6,173)         (682)     3,705        (151 )       (401 )
  Extraordinary item, net of tax..............    --         --         --            31,354(2)    --        --           --      
                                               ---------  ---------  ---------  ------------  ---------  -----------  ----------- 
  Net income (loss)...........................   $(3,409)   $(6,615)   $(6,173)      $30,672     $3,705       $(151 )      $(401 )
                                               ---------  ---------  ---------  ------------  ---------  -----------  ----------- 
                                               ---------  ---------  ---------  ------------  ---------  -----------  ----------- 
  Net income (loss) available to common                                                                                           
   shareholders...............................   $(3,409)   $(6,615)   $(6,173)      $30,175        $71       $(363 )      $(401 )
                                               ---------  ---------  ---------  ------------  ---------  -----------  ----------- 
                                               ---------  ---------  ---------  ------------  ---------  -----------  ----------- 
  Income (loss) per share available to common                                                                                     
   shareholders before extraordinary item and                                                                                     
   before dividends, accretion and redemption                                                                                     
   of redeemable preferred shares.............   $(36.15)   $(70.15)   $(65.46)       $(0.34)     $1.04      $(0.05 )     $(0.12 )
  Income (loss) per share available to common                                                                                     
   shareholders before extraordinary item.....    (36.15)    (70.15)    (65.46)        (0.58)      0.02       (0.12 )      (0.12 )
  Net income (loss) per common and common                                                                                         
   equivalent share before dividends,                                                                                             
   accretion and redemption of redeemable                                                                                         
   preferred shares (4).......................    (36.15)    (70.15)    (65.46)        15.18       1.04       (0.05 )      (0.12 )
  Net income (loss) per common and common                                                                                         
   equivalent share (4).......................    (36.15)    (70.15)    (65.46)        14.93       0.02       (0.12 )      (0.12 )
  Weighted average common and common                                                                                              
   equivalent shares outstanding (4)..........    94,304     94,304     94,304     2,020,717  3,558,908   2,956,054    3,332,654  

                                                        [Enlarge/Download Table]

                                                                                                                  AS OF          
                                                                   AS OF DECEMBER 31,                    ------------------------
                                                  -----------------------------------------------------   MARCH 31,    MARCH 29, 
                                                    1991       1992       1993       1994       1995        1995         1996    
                                                  ---------  ---------  ---------  ---------  ---------  -----------  -----------
                                                                                  (IN THOUSANDS)                                 
                                                                                                                                 
BALANCE SHEET:                                                                                                                   
  Total assets................................... $  76,696    $75,114    $75,818    $72,371   $103,860     $75,396     $107,052 
  Long-term debt (including current portion).....    60,262     64,225     64,483     24,448     53,012      26,635       56,809 
  Shareholders' equity...........................     4,496     (2,224)    (8,848)    27,674     27,485      27,313   27,084     

(see footnotes on the following page) 

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                                                        [Enlarge/Download Table]

                                                                                                        THREE FISCAL MONTHS   
                                                                                                               ENDED          
                                                              YEAR ENDED DECEMBER 31,                 ------------------------
                                               -----------------------------------------------------   MARCH 31,    MARCH 29, 
                                                 1991       1992       1993       1994       1995        1995         1996    
                                               ---------  ---------  ---------  ---------  ---------  -----------  -----------
                                                                               (IN THOUSANDS)                                 
OTHER OPERATING DATA:                                                                                                         
                                                                                                                              
  EBITDA (5)................................. $8,622     $5,211     $7,073     $9,802    $12,891      $1,686       $2,748     
  Cash flow from operating activities........   (736)       882      2,503     (7,576)     8,226      (2,133 )     (3,652 )   
  Cash flow from investing activities........   (456)       578     (1,617)    (2,075)   (26,321)       (503 )       (665 )   
  Cash flow from financing activities........    500      2,992     --          3,912     18,256       2,170        3,777     
  Capital expenditures.......................    447        695      1,647      2,082      2,730         505          667     
  Management fees (6)........................    250        250        250        250        250          63           84     

------------------------------                                                  
(1)  Includes charges of $1.4 million to bad debt expense.                      
(2)  In  December 1992, the Company defaulted  on certain financial covenants in
     its senior debt and was unable  to make payments of principal and  interest
     as  they came  due. From  December 1992  to May  1994, the  Company accrued
     additional penalty interest on  its senior debt. In  May 1994, the  Company
     reached an agreement with its lenders to restructure its debt, resulting in
     an  extraordinary gain of  $31.4 million net  of income tax  effect of $0.1
     million. See "Management's Discussion  and Analysis of Financial  Condition
     and   Results  of  Operations--1994  Restructuring"   and  Note  3  to  the
consolidated financial statements of the Company.                     
(3)  In 1991, 1992 and 1993,  an income tax benefit  was recorded to the  extent
     the  Company was able to carryback losses to obtain federal or state income
     tax refunds. In 1994, the provision for income taxes related to alternative
     minimum taxes.  In 1995,  the provision  for income  taxes was  reduced  to
     reflect  the utilization  of net operating  losses from 1992  and 1993. The
     provision  for  income  taxes  in  the  first  quarter  of  1996   reflects
     non-deductible  goodwill amortization and a net operating loss in Canada on
which no tax carryback is available.                                  

(4)  Net income (loss) per common and common equivalent share before  dividends,
     accretion  and redemption  of preferred  shares and  net income  (loss) per
     common and common equivalent share are based on the weighted average common
     and dilutive common  equivalent shares outstanding  during the period.  For
     the  purposes  of  calculating  net income  (loss)  per  common  and common
     equivalent share, common equivalent shares issued more than 12 months prior
     to the Offering are excluded in periods with a net loss available to common
     shareholders. Common equivalent shares issued less than 12 months prior  to
     the   Offering  are  included  for  all  periods  presented.  Common  share
     equivalents include the number of shares issuable upon the exercise of  the
     outstanding  Options and Warrants less shares  that could be purchased with
     the proceeds from the  exercise of the Options  and Warrants, based on  the
initial public offering price of $13.00 per share.                    

(5)  EBITDA  represents  earnings  before  interest  expense,  other  expense or
     income, income  taxes,  depreciation  and amortization.  Other  expense  of
     $873,000   in  1994  represents  non-recurring  costs  associated  with  an
     acquisition that was not completed. The accrued interest component of  cash
     flow  from operating activities was $2.1  million, $7.6 million and $(10.9)
     million in 1992, 1993, and 1994, respectively. Management considers  EBITDA
     to  be a useful measure of operating performance because, together with net
     income and cash flows, EBITDA  provides investors with an additional  basis
     to  evaluate the  Company's ability  to pay  interest, repay  debt and make
     capital expenditures. In addition,  EBITDA is a  component in the  interest
     rate   and  covenant  structure   of  the  Amended   Credit  Facility.  See
     "Description of Certain Indebtedness." To evaluate EBITDA and the trends it
     depicts, the components  of EBITDA, such  as net sales,  cost of sales  and
     selling,  general and  administrative expenses,  should be  considered. See
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations." Excluded from  EBITDA are interest,  other expense or  income,
     income   taxes,   depreciation  and   amortization,   each  of   which  can
     significantly affect the Company's results of operations and liquidity  and
     should  be considered  in evaluating  the Company's  financial performance.
     EBITDA has not  been presented  as an  alternative to  operating income  as
     determined  in accordance with generally  accepted accounting principles as
     an indicator  of operating  performance or  to cash  flows from  operating,
     investing   or  financing  activities  as  determined  in  accordance  with
     generally accepted  accounting  principles as  a  measure of  liquidity  or
     ability   to  meet  all  cash  needs.   Not  all  companies  define  EBITDA
     consistently; caution must be used in comparing this measurement to  EBITDA
     of other companies. See the Company's consolidated financial statements and
the notes thereto appearing elsewhere in this Prospectus.             
The following reconciles net income (loss) to EBITDA:                 

                                                        [Enlarge/Download Table]

                                                                                                 THREE FISCAL MONTHS    
                                                                                                        ENDED           
                                                       YEAR ENDED DECEMBER 31,                 ------------------------ 
                                        -----------------------------------------------------   MARCH 31,    MARCH 29,  
                                          1991       1992       1993       1994       1995        1995         1996     
                                        ---------  ---------  ---------  ---------  ---------  -----------  ----------- 
                                                                        (IN THOUSANDS)                                  

                                                                                                                        
Net income (loss)......................   $(3,409)   $(6,615)   $(6,173) $  30,672     $3,705       $(151 )      $(401 )
Extraordinary item, net of tax.........    --         --         --        (31,354)    --          --           --      
Provision (benefit) for income taxes...    (1,006)      (826)       (89)        95        690      --              242  
Interest expense, net..................     8,541      8,727     10,118      6,017      4,231         909        1,585  
Other (income) expense.................    --         --         --            873         (3)     --                8  
                                        ---------  ---------  ---------  ---------  ---------  -----------  ----------- 
Income from operations.................     4,126      1,286      3,856      6,303      8,623         758        1,434  
Depreciation...........................     1,956      1,947      1,914      2,194      2,777         579          908  
Amortization of goodwill and                                                                                            
 intangibles...........................     2,540      1,978      1,303      1,305      1,491         349          406  
                                        ---------  ---------  ---------  ---------  ---------  -----------  ----------- 
EBITDA.................................    $8,622     $5,211     $7,073     $9,802  $  12,891  $    1,686   $    2,748  
                                        ---------  ---------  ---------  ---------  ---------  -----------  ----------- 
                                        ---------  ---------  ---------  ---------  ---------  -----------  ----------- 

(6)  Management  fees are paid to the controlling and another shareholder of the
     Company. Such  fees are  included in  selling, general  and  administrative
     expenses.  Following the  Offering, the Company  will no  longer be charged
     such  management  fees.  See  "Certain  Relationships  and  Related   Party
Transactions."                                                        

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PRO FORMA COMBINED FINANCIAL INFORMATION

    The  unaudited pro  forma combined financial  information is  based upon the
historical consolidated  financial  statements  of  the  Company  and  Dur-O-Wal
adjusted  to give  effect to the  Dur-O-Wal Acquisition. The  pro forma combined
statement of operations gives effect to the Dur-O-Wal Acquisition, including the
related incurrence  of debt,  as if  it had  occurred on  January 1,  1995.  The
unaudited  pro forma combined financial information  does not give effect to any
other transactions and does  not purport to represent  the Company's results  of
operations had the Dur-O-Wal Acquisition, in fact, occurred on such date, or the
results  that  can be  expected for  the Company  in the  future. The  pro forma
combined financial information should be read in conjunction with the  Company's
and  Dur-O-Wal's  historical  consolidated financial  statements  and  the notes
thereto included elsewhere in this Prospectus.                                  

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1995

(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

                                                        [Enlarge/Download Table]

                                                                                       PRO FORMA                   
                                                                 DUR-O-WAL FOR THE    ADJUSTMENTS                  
                                                                 PERIOD JANUARY 1,   RELATED TO THE                
                                                 THE COMPANY,      1995 THROUGH        DUR-O-WAL       PRO FORMA   
                                                AS REPORTED(1)   OCTOBER 15, 1995     ACQUISITION      COMBINED    
                                               ----------------  -----------------  ----------------  -----------  
                                                                                                                   
Net sales....................................         $92,802        $  20,893        $      --         $113,695   
Cost of sales................................          63,990           15,318              669     (2)     79,977 
                                               ----------------       --------          -------       -----------  
  Gross profit...............................          28,812            5,575             (669     )     33,718   
Selling, general and administrative expenses,                                                                      
 excluding amortization of goodwill and                                                                            
 intangibles.................................          18,698            3,370             (569      (3)     21,516
                                                                                             17     (2)            
Amortization of goodwill and intangibles.....           1,491              181              158     (4)      1,830 
                                               ----------------       --------          -------       -----------  
Income from operations.......................           8,623            2,024             (275     )     10,372   
Other expenses:                                                                                                    
  Interest expense, net......................           4,231              449            2,033     (5)      6,264 
                                                                                           (449      (6)           
  Other, net.................................              (3  )            24               --               21   
                                               ----------------       --------          -------       -----------  
Income before income taxes...................           4,395            1,551           (1,859     )      4,087   
Provision (benefit) for income taxes.........             690              674             (681      (7)        683
                                               ----------------       --------          -------       -----------  
Net income...................................           3,705              877           (1,178     )      3,404   
Dividends on Redeemable Preferred Shares.....            (470  )            --               --             (470 ) 
Accretion on Redeemable Preferred Shares.....            (192  )            --               --             (192 ) 
Redemption of Redeemable Preferred Shares in                                                                       
 excess of book value........................          (2,972  )            --               --           (2,972 ) 
                                               ----------------       --------          -------       -----------  
Net income (loss) available to common                                                                              
 shareholders................................             $71             $877      $    (1,178     )      $(230 ) 
                                               ----------------       --------          -------       -----------  
                                               ----------------       --------          -------       -----------  
Net income (loss) per common and common                                                                            
 equivalent share............................           $0.02                                             $(0.08 ) 
                                               ----------------                                       -----------  
                                               ----------------                                       -----------  
Weighted average common and common equivalent                                                                      
 shares outstanding(8).......................       3,558,908                                          3,035,501   
                                               ----------------                                       -----------  
                                               ----------------                                       -----------  

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

(1)  Includes the results of Dur-O-Wal for the period October 16 to December 31,
1995.                                                                 

(2)  To record depreciation on  higher building values of  $0.7 million over  15
     years  and higher  machinery and  equipment values  of $4.1  million over 5
years.                                                                

(3)  To remove expenses incurred by Dur-O-Wal  related to the sale of  Dur-O-Wal
     to  the Company, comprised of $317,000  for a terminated compensation plan,
     $202,000 for management fees to Dur-O-Wal's former controlling  shareholder
and $50,000 for professional fees.                                    

(4)  To  record additional  goodwill amortization over  40 years  on goodwill of
     $17,167,000 in  excess of  Dur-O-Wal  historical goodwill  amortization  of
$229,000 per year.                                                    

(see footnotes on the following page) 

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(5)  To record increase in interest expense, including amortization of financing
     costs,  on the  Senior Notes of  $15.0 million  at 11.75% and  draws on the
     Credit Facility of $8.6 million at 8.75%, the rate in effect at the time of
the draws related to the Dur-O-Wal Acquisition.                       

(6)  To remove Dur-O-Wal interest  expense for debt of  $2.6 million retired  on
October 16, 1995.                                                     

(7)  To  record income  tax effect of  previous entries at  the incremental rate
rather than the effective rate.                                       

(8)  Net income (loss) per  common and common equivalent  share is based on  the
     weighted  average common and dilutive  common equivalent shares outstanding
     during the period. For  the purposes of calculating  net income (loss)  per
     common  and common equivalent  share, common equivalent  shares issued more
     than 12 months prior  to the Offering  are excluded in  periods with a  net
     loss available to common shareholders. Common equivalent shares issued less
     than  12  months  prior  to  the  Offering  are  included  for  all periods
     presented. Common share equivalents include  the number of shares  issuable
     upon  the exercise of the outstanding Options and Warrants less shares that
     could be purchased with the proceeds  from the exercise of the Options  and
   Warrants, based on the initial public offering price of $13.00 per share.

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    THE  FOLLOWING DISCUSSION AND ANALYSIS  OF THE COMPANY'S FINANCIAL CONDITION
AND RESULTS  OF OPERATIONS  SHOULD BE  READ IN  CONJUNCTION WITH  THE  FINANCIAL
STATEMENTS  AND NOTES  THERETO AND  THE UNAUDITED  PRO FORMA  COMBINED FINANCIAL
INFORMATION INCLUDED ELSEWHERE IN THIS PROSPECTUS.                              

INDUSTRY                                                                        

    The Company operates  in a  cyclical and  seasonal industry  and changes  in
demand for construction services have a material impact upon the Company's sales
and  profitability.  The non-residential  building and  multi-family residential
segments of the construction industry suffered a sharp decline from 1990 through
1991 due to the combined impact of a cyclical recession and other factors.  This
sharp  decline  had a  material  adverse impact  upon  demand for  the Company's
products and  the Company's  results of  operations. Beginning  in 1993,  demand
began  to recover, although  growth in spending  in the non-residential building
and multi-family residential  segments of the  construction industry was  slower
than  that  historically  experienced during  the  early phases  of  an economic
recovery. The recovery continued in 1994 and 1995, and the dollar volume of  new
contract   awards   for   the  non-residential   building,   infrastructure  and
multi-family residential segments  of the  construction industry  (collectively,
"Heavy  Construction") grew by 11.6% in 1994 and 7.4% in 1995. In light of these
conditions, the information  presented below under  "Business--The Industry"  is
important  for  understanding  the discussion  of  historical  financial results
presented below.                                                                

ACQUISITION OF DUR-O-WAL                                                        

    On October 16, 1995, the Company acquired Dur-O-Wal, a leading  manufacturer
of  masonry  accessories  with  a principal  manufacturing  facility  in Aurora,
Illinois and six other service/distribution facilities in North America (two  of
which  have subsequently been consolidated into Company facilities). Dur-O-Wal's
net sales, which were $24.7 million in 1994 (as reclassified by the Company) and
$25.7 million in 1995  on a pro  forma combined basis,  are made principally  to
masonry  block  manufacturers and  wholesalers  of masonry  materials throughout
North America. The cash purchase  price of $23.6 million, including  acquisition
costs,  was financed by borrowings of $8.6 million under the Credit Facility and
the issuance  of  $15 million  of  Senior Notes  due  2003. The  acquisition  of
Dur-O-Wal  was accounted for  as a purchase,  and the results  of Dur-O-Wal have
been included  in  the accompanying  consolidated  financial statements  of  the
Company since the date of acquisition.                                          

    The  cost  of  the acquisition  was  allocated  to the  assets  acquired and
liabilities assumed based  on their  fair market values,  including goodwill  of
$17,167,000,  which  is being  amortized over  40 years  and will  create annual
amortization of $429,000. In  determining the amortization  period of 40  years,
the  Company considered the basic construction use of the Dur-O-Wal products and
the minor changes in technology which have  occurred in the past in the  masonry
industry. Further, the Dur-O-Wal tradename has been in use for marketing masonry
products  for over  50 years.  The carrying  value of  goodwill is  assessed for
recoverability by management  when changes  in circumstances  indicate that  the
carrying  amount may  not be recoverable,  based on an  analysis of undiscounted
future expected cash flows from the use and ultimate disposition of the asset.  

1994 RESTRUCTURING                                                              

    Following the  acquisition of  the Company  by an  investor group  led by  a
subsidiary  of  Onex  in  1989,  the  Company  had  a  highly  leveraged capital
structure. In December 1992, in part as a result of that leverage and the impact
of the severe downturn in the Heavy Construction industry between 1990 and 1991,
the Company defaulted on certain  financial covenants in the agreement  relating
to  its senior debt and was unable to make payments of principal and interest as
they came due.  In May  1994, the Company  completed the  1994 Restructuring  in
which  it  exchanged  common  shares,  preferred shares  and  cash  for  all its
outstanding debt.  As  part of  the  1994 Restructuring,  the  Company's  senior
revolving  line  of  credit  note  of $7  million  in  principal  amount, senior
promissory notes  of  $35  million  in aggregate  principal  amount  and  senior
subordinated  promissory notes of $20 million in aggregate principal amount were
exchanged for $22.8 million in cash,  863,400 Old Class B Common Shares  (valued
at                                                                              

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$1.7  million based on  the price per share  paid for the  Class A Common Shares
issued to the existing holders  of Class A Common  Shares described in the  next
paragraph),  50,000 12% preferred  shares (valued at  their aggregate redemption
value of $5 million) and 50,000 zero coupon preferred shares (with an  aggregate
redemption  value  of  $5 million  but  valued  at their  market  value  of $1.7
million). In addition, junior subordinated  notes in aggregate principal  amount
of $2.7 million payable to former shareholders were repaid for $520,000 in cash.
Accrued interest of $14.6 million on all outstanding debt was repaid.           

    The  Company funded the  cash portion of the  1994 Restructuring through the
issuance of additional Class A Common Shares to the existing holders of Class  A
Common  Shares for $4 million, the issuance  of the Senior Notes due 2002 (which
included the  Warrants) for  $25 million,  the establishment  of a  $20  million
revolving credit facility under which it borrowed $6 million and cash on hand of
$3  million.  As a  result of  the  1994 Restructuring,  the Company's  debt was
reduced by $33.8  million and the  Company recognized an  extraordinary gain  of
$31.4 million (net of income tax effect of $0.1 million).                       

RESULTS OF OPERATIONS                                                           

    The  following table  summarizes the  Company's results  of operations  as a
percentage of net sales  for the years  1993 through 1995  and the three  fiscal
months ended March 31, 1995 and March 29, 1996:                                 

                                                        [Enlarge/Download Table]

                                                                   YEAR ENDED DECEMBER 31,                             
                                                     ---------------------------------------------------  THREE FISCAL 
                                                                                                          MONTHS ENDED 
                                                                 HISTORICAL               PRO FORMA(1)    -------------
                                                     ----------------------------------  ---------------    MARCH 31,  
                                                        1993        1994        1995          1995            1995     
                                                     ----------  ----------  ----------  ---------------  -------------
                                                                                                                       
Net sales..........................................      100.0%      100.0%      100.0%        100.0%          100.0%  
Cost of sales......................................       73.8        70.5        69.0          70.3            69.8   
                                                         -----       -----       -----         -----           -----   
Gross profit.......................................       26.2        29.5        31.0          29.7            30.2   
Selling, general and administrative expenses.......       19.4        20.3        20.1          18.9            24.0   
Amortization of goodwill and intangibles...........        1.7         1.5         1.6           1.7             2.0   
                                                         -----       -----       -----         -----           -----   
Income from operations.............................        5.1         7.7         9.3           9.1             4.2   
Interest expense, net..............................       13.4         7.3         4.6           5.5             5.0   
Other, net(2)......................................         --         1.1          --            --              --   
                                                         -----       -----       -----         -----           -----   
Income (loss) before income taxes and extraordinary                                                                    
 item..............................................       (8.3)       (0.7)        4.7           3.6            (0.8)  
Provision (benefit) for income taxes...............       (0.1)        0.1         0.7           0.6              --   
                                                         -----       -----       -----         -----           -----   
Income (loss) before extraordinary item............       (8.2)       (0.8)        4.0           3.0            (0.8)  
Extraordinary item, net of tax.....................         --        38.1(3)        --           --                   
                                                         -----       -----       -----         -----           -----   
Net income (loss)..................................       (8.2)%      37.3%        4.0%          3.0%           (0.8)% 
                                                         -----       -----       -----         -----           -----   
                                                         -----       -----       -----         -----           -----   



                                                       MARCH 29,                                                       
                                                         1996                                                          
                                                     -------------                                                     
                                                                                                                       
Net sales..........................................       100.0%                                                       
Cost of sales......................................        68.4                                                        
                                                          -----                                                        
Gross profit.......................................        31.6                                                        
Selling, general and administrative expenses.......        23.8                                                        
Amortization of goodwill and intangibles...........         1.7                                                        
                                                          -----                                                        
Income from operations.............................         6.1                                                        
Interest expense, net..............................         6.8                                                        
Other, net(2)......................................          --                                                        
                                                          -----                                                        
Income (loss) before income taxes and extraordinary                                                                    
 item..............................................        (0.7)                                                       
Provision (benefit) for income taxes...............         1.0                                                        
                                                          -----                                                        
Income (loss) before extraordinary item............        (1.7)                                                       
Extraordinary item, net of tax.....................                                                                    
                                                          -----                                                        
Net income (loss)..................................        (1.7)%                                                      
                                                          -----                                                        
                                                          -----                                                        

------------------------------                                                  
(1)  The  unaudited pro forma results of operations as a percentage of net sales
     are derived from  the unaudited  pro forma  combined financial  information
     included  elsewhere in  this Prospectus.  The unaudited  pro forma combined
     financial information gives effect to the Dur-O-Wal Acquisition,  including
     the  related incurrence of debt,  as if it had  occurred on January 1, 1995
     and reflects the purchase method of accounting, after giving effect to  pro
     forma  adjustments. The unaudited pro  forma combined financial information
     does not  give effect  to any  other transaction  and does  not purport  to
     represent  the  Company's results  of operations  had such  transaction, in
     fact, occurred on that  date, or the  results that can  be expected in  the
future. See "Pro Forma Combined Financial Information."               

(2)  Represents costs associated with an acquisition which was not completed.   

(3)  The  1994 Restructuring resulted in an  extraordinary gain of $31.4 million
     net of income tax effect of $0.1 million. See "1994 Restructuring" and Note
3 to the Company's consolidated financial statements.                 

   COMPARISON OF THREE FISCAL MONTHS ENDED MARCH 29, 1996 AND MARCH 31, 1995

    Net sales increased $5.6 million, or 31.1%, from $18.0 million in the  first
quarter  of 1995 to $23.6 million  in the first quarter of  1996. On a pro forma
combined basis, the Company's net sales declined by $0.4 million, or 1.7%,  from
$24.0  million in the first quarter of  1995. Operating results during the first
quarter of 1996 were adversely affected by the severe winter weather experienced
in the eastern  portion of the  United States, which  delayed many  construction
projects.                                                                       

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    Net  sales by  product category  as reported  in the  Company's consolidated
financial statements and on a pro forma combined basis were as follows:         

                                                        [Enlarge/Download Table]

                                                                             PRO FORMA FOR THE DUR-
                                                                                     O-WAL         
                                               HISTORICAL                         ACQUISITION      
                             ----------------------------------------------  ----------------------
                              THREE FISCAL MONTHS     THREE FISCAL MONTHS     THREE FISCAL MONTHS  
                                     ENDED                   ENDED                   ENDED         
                                 MARCH 31, 1995          MARCH 29, 1996          MARCH 31, 1995    
                             ----------------------  ----------------------  ----------------------
                               AMOUNT         %        AMOUNT         %        AMOUNT         %    
                             -----------  ---------  -----------  ---------  -----------  ---------
                                               (IN MILLIONS, EXCEPT PERCENTAGES)                   
                                                                                                   
Concrete accessories                                                                               
 (including concrete paving                                                                        
 products).................   $    18.0      100.0%   $    18.6       78.8%   $    18.0       75.0%
Masonry accessories........      --          --             5.0        21.2         6.0        25.0
                                  -----   ---------       -----   ---------       -----   ---------
                              $    18.0      100.0%   $    23.6      100.0%   $    24.0      100.0%
                                  -----   ---------       -----   ---------       -----   ---------
                                  -----   ---------       -----   ---------       -----   ---------

    Net sales of  concrete accessories increased  by $0.6 million,  or 3.3%,  to
$18.6 million in the first quarter of 1996 due to fair market demand in spite of
the  adverse  weather. On  a  pro forma  combined  basis, net  sales  of masonry
accessories declined by  $1.0 million, or  16.7%, to $5.0  million in the  first
quarter  of 1996 due to severe winter weather which adversely affected the sales
of hot-dipped galvanized masonry accessories used in exterior building walls. In
addition, a competitor  entered the  market for  hot-dipped masonry  accessories
late  in 1995 which also  adversely affected sales of  this product in the first
quarter of 1996.                                                                

    Gross profit increased  $2.1 million,  or 38.9%,  from $5.4  million in  the
first  quarter  of 1995  to  $7.5 million  in the  first  quarter of  1996. This
increase was largely due  to the acquisition of  Dur-O-Wal in October 1995,  but
higher  gross margins were also realized on  the Company's sales due to improved
selling prices, favorable  material cost variances  and, to a  lesser extent,  a
shift  in sales mix toward higher margin products. In the first quarter of 1996,
gross margins were 31.6%  of net sales  versus 30.2% of net  sales in the  first
quarter  of 1995.  On a  pro forma combined  basis, gross  margin increased from
28.8% of net sales in the first quarter of 1995 to 31.6% of net sales due to the
factors mentioned above.                                                        

    Selling,   general   and   administrative   ("SG&A")   expenses,   excluding
amortization  of goodwill and intangibles, increased  by $1.3 million, or 30.5%,
from $4.3 million  in the first  quarter of 1995  to $5.6 million  in the  first
quarter  of 1996. Dur-O-Wal accounted for $0.9 million of the increase, with the
remainder due to new product literature and advertising expenses, the opening of
an additional service center in Westfield, MA, and the one-time costs associated
with the consolidation of two service/ distribution centers in Toronto. On a pro
forma combined  basis, SG&A  expenses, excluding  amortization of  goodwill  and
intangibles, in the first quarter of 1995 were $5.1 million.                    

    Net  interest expense  increased by  $0.7 million  from $0.9  million in the
first quarter of  1995 to  $1.6 million  in the first  quarter of  1996, due  to
higher  debt resulting from  the acquisition of Dur-O-Wal  and the redemption of
$10.0 million of the Company's preferred shares completed during October 1995.  

    The Company did not have any provision for income taxes in the first quarter
of 1995 as  U.S. net  operating losses were  being utilized.  The provision  for
income  taxes  in the  first quarter  of  1996 reflects  non-deductible goodwill
amortization and a net  operating loss in  Canada on which  no tax carryback  is
available.                                                                      

    Net  loss increased from $0.2  million in the first  quarter of 1995 to $0.4
million in the first quarter of 1996 due to the factors described above.        

COMPARISON OF YEARS ENDED DECEMBER 31, 1994 AND 1995                    

    The recovery of the Heavy Construction industry continued during 1995,  with
the  total value  of construction  projects started  during the  year (excluding
single family homes) increasing by an estimated 7.4%, as reported by McGraw-Hill
Dodge.  Net  sales  increased  $10.5  million,  or  12.8%,  from  $82.3  million

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in  1994  to $92.8  million in  1995,  including Dur-O-Wal's  net sales  of $4.8
million from October 16, 1995, the date of its acquisition. After adjusting  for
the  Dur-O-Wal Acquisition as if  it had occurred on  January 1, 1994, net sales
would have been $107.0 million  in 1994. In 1995,  pro forma combined net  sales
were $113.7 million, representing an increase of $6.7 million, or 6.3%.         

    Net  sales by  product category  as reported  in the  Company's consolidated
financial statements and on a pro forma combined basis were as follows:         

                                                        [Enlarge/Download Table]

                                               HISTORICAL                     PRO FORMA FOR THE DUR-O-WAL ACQUISITION   
                             ----------------------------------------------  ------------------------------------------ 
                                      1994                    1995                 1994(1)                 1995         
                             ----------------------  ----------------------  --------------------  -------------------- 
                               AMOUNT         %        AMOUNT         %       AMOUNT        %       AMOUNT        %     
                             -----------  ---------  -----------  ---------  ---------  ---------  ---------  --------- 
                                                         (IN MILLIONS, EXCEPT PERCENTAGES)                              

                                                                                                                        
Concrete accessories                                                                                                    
 (including concrete paving                                                                                             
 products)..................  $    82.3       100.0%  $    88.0        94.8%     $82.3       76.9%     $88.0       77.4%
Masonry accessories.........     --          --             4.8         5.2       24.7       23.1       25.7       22.6 
                                  -----   ---------       -----   ---------  ---------  ---------  ---------  --------- 
                             $     82.3       100.0% $     92.8       100.0% $   107.0      100.0% $   113.7      100.0%
                                  -----   ---------       -----   ---------  ---------  ---------  ---------  --------- 
                                  -----   ---------       -----   ---------  ---------  ---------  ---------  --------- 

(1)  Gives effect to the Dur-O-Wal Acquisition as if it had occurred on  January
1, 1994.                                                              

    Net  sales of  concrete accessories increased  by $5.7 million,  or 6.9%, to
$88.0 million in 1995 principally due to strong market demand, and, to a  lesser
extent, internally developed new products as well as the introduction of the new
line  of  formliner  products added  with  the acquisition  of  C&B Construction
Supplies, Inc. on June 1, 1995. After adjusting for the Dur-O-Wal Acquisition as
if it had occurred on  January 1, 1994, net  sales of masonry accessories  would
have  been $24.7  million in 1994  compared to  pro forma combined  net sales of
masonry accessories of $25.7 million in  1995. The increase of $1.0 million,  or
4.0%,  from  1994 to  1995 was  largely  due to  increased volume  of hot-dipped
products and, to a lesser extent, new product introductions.                    

    Gross profit increased  $4.5 million  from $24.3  million, or  29.5% of  net
sales,  in 1994 to $28.8 million, or 31.0%  of net sales, in 1995, primarily due
to improved pricing and reduced manufacturing costs. Price improvements  reflect
the  results of a three-year program (initiated in 1993) to pass on raw material
cost increases and to better reflect  the value of the Company's services,  such
as  quick delivery, and its high product quality. The price improvements allowed
the Company to reach the pricing levels  that existed prior to the recession  of
1990-1991  for some products. Continued  emphasis on cost containment, favorable
product mix shifts to higher margin products and lower transportation costs also
contributed to the gross margin improvement. Dur-O-Wal contributed $0.9  million
to  gross  profit in  1995  during the  two  and one-half  months  following its
acquisition. After adjusting for the Dur-O-Wal Acquisition as if it had occurred
on January 1, 1994, gross profit would have been $30.4 million, or 28.4% of  net
sales,  in 1994 compared to pro forma combined gross profit of $33.7 million, or
29.7% of net  sales, in  1995. However,  on a  pro forma  combined basis,  gross
margin  of 29.7% of net  sales in 1995 was less  than the Company's actual gross
margin of 31.0% of net sales as masonry accessories generally have a lower gross
margin than concrete accessories.                                               

    SG&A expenses, excluding amortization of goodwill and intangibles, increased
$2.0 million  from $16.7  million, or  20.3% of  net sales,  in 1994,  to  $18.7
million,   or  20.1%   of  net   sales,  in   1995.  The   addition  of   a  new
service/distribution center  in Westfield,  Massachusetts and  costs  associated
with  new product sales efforts  and management information systems installation
were the primary sources of increased  SG&A expenses. The addition of  Dur-O-Wal
added  $0.7 million  to SG&A  expenses, excluding  amortization of  goodwill and
intangibles, in 1995 from the date  of its acquisition. After adjusting for  the
Dur-O-Wal  Acquisition as if it had occurred  on January 1, 1994, SG&A expenses,
excluding amortization  of  goodwill  and intangibles,  would  have  been  $20.6
million   in  1994.  In  1995,  pro  forma  combined  SG&A  expenses,  excluding
amortization of  goodwill and  intangibles, were  $21.5 million.  However,  SG&A
expenses,                                                                       

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excluding amortization of goodwill and intangibles, decreased as a percentage of
net  sales from 19.2% in 1994, after  adjusting for the Dur-O-Wal Acquisition as
if it had occurred on January 1, 1994, to 18.9% in 1995 on a pro forma  combined
basis.                                                                          

    Net  interest expense decreased from $6.0 million in 1994 to $4.2 million in
1995, primarily as a result of the 1994 Restructuring, which reduced outstanding
debt by $33.8 million. In October 1995, the Company increased its borrowings  by
$23.6 million to acquire Dur-O-Wal, which resulted in an additional $0.5 million
of  interest expense from the  date of the acquisition.  On a pro forma combined
basis, net interest expense for 1995 was $6.3 million.                          

    During October 1995, the Company  repurchased from The Prudential  Insurance
Company of America and Pruco Life Insurance Company (collectively, "Prudential")
all  the then  outstanding redeemable  preferred shares  at their  $10.0 million
aggregate redemption  value and  all the  then outstanding  Old Class  B  Common
Shares  for a total of $3.5 million (or  $4.00 per share) plus a payment of $1.9
million ($1.0 million of which is payable in quarterly installments during 1996)
to extinguish  certain  rights  of  Prudential  under  the  predecessor  to  the
Shareholder  Agreement (the  "Old Shareholder Agreement").  Both such redeemable
preferred shares  and  such  Old  Class  B Common  Shares  had  been  issued  to
Prudential  in  the  1994  Restructuring  and  were  repurchased,  in  part,  to
facilitate the Dur-O-Wal Acquisition. Under  the Old Shareholder Agreement,  the
consent  of  Prudential  would  have been  required  to  complete  the Dur-O-Wal
Acquisition. The repurchase  of such  redeemable preferred  shares was  financed
through  borrowings of $10 million under  the Credit Facility, which resulted in
an additional $0.2 million of interest expense in 1995. In connection with  such
repurchase  and the Dur-O-Wal Acquisition, during October 1995, the Company also
sold Class A Common Shares and Old Class  B Common Shares at $4.00 per share  to
its  existing shareholders, the holders of  its Senior Notes, certain members of
management and new investors for net proceeds of $4.9 million.                  

    Other expense, net, of $0.9 million in 1994 represents costs associated with
an acquisition that was not completed.                                          

    Income tax expense  was $0.7 million,  or 15.7% of  income before taxes,  in
1995,  reflecting the  favorable impact  of utilization  of the  majority of the
Company's net operating loss carryforwards to reduce the effective tax rate.  On
a  pro forma combined  basis, the effective  tax rate of  17.3% of income before
taxes exceeded the Company's historical effective tax rate of 15.7% in 1995  due
to   the  additional  non-deductible  goodwill  amortization  arising  from  the
Dur-O-Wal Acquisition.                                                          

    Income before extraordinary item  increased by $4.4 million  from a loss  of
$0.7  million in  1994 to  income of  $3.7 million  in 1995  due to  the factors
described above. Net income decreased by $27.0 million in 1995 compared to  1994
due  to the absence  of the extraordinary  gain of $31.4  million related to the
forgiveness of debt recorded as a result of the 1994 Restructuring.             

COMPARISON OF YEARS ENDED DECEMBER 31, 1993 AND 1994                    

    Net sales increased  $7.1 million, or  9.4%, from $75.2  million in 1993  to
$82.3  million in 1994 as a result  of a moderate recovery in Heavy Construction
activity and, to a lesser extent, added  sales from new products. For the  first
four  months of 1994, net sales were  depressed due to unusually adverse weather
conditions throughout  the  United  States. Blizzards,  ice  storms  and  floods
largely  shut down construction  in some regions.  The last eight  months of the
year were exceptionally strong with record sales achieved by the Company in  six
of  these eight months. The  combination of a strong  overall market with a slow
weather-suppressed start for the  year resulted in sales  increases late in  the
year.  According to McGraw-Hill Dodge, the  total value of construction projects
started in 1994 (excluding single family homes) increased by 11.6% from the 1993
level.                                                                          

    Gross profit increased by $4.6 million  from $19.7 million, or 26.2% of  net
sales,  in 1993 to $24.3 million, or 29.5% of net sales, in 1994, largely due to
general price  increases  in improving  economic  markets, stable  raw  material
prices  and a  favorable shift in  product mix. Cost  reduction and productivity
programs  in  manufacturing  also  contributed  slightly  to  the  gross  margin
improvement.                                                                    

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    SG&A expenses, excluding amortization of goodwill and intangibles, increased
$2.1  million  from $14.6  million,  or 19.4%  of net  sales,  in 1993  to $16.7
million, or  20.3% of  net sales,  in 1994.  Of the  increase, $1.0  million  is
attributable  to  wages  and  other direct  employee  expenses,  as  the Company
invested in customer contact and  sales service personnel and the  formula-based
incentive compensation plan grew with improved performance. Depreciation expense
accounted  for $0.2  million of  the increase  in such  SG&A expenses  due to an
investment in  a new  management information  system. In  addition, the  Company
incurred $0.3 million in start up costs associated with the system installation.
Promotional  and travel expenses increased $0.3  million, as the Company updated
catalogs, introduced  a new  Spanish-language catalog  for sales  in Mexico  and
expanded promotional activities.                                                

    Net interest expense decreased from $10.1 million, or 13.4% of net sales, in
1993  to $6.0 million,  or 7.3% of  net sales, in  1994 as a  result of the 1994
Restructuring.                                                                  

    Net income increased to $30.7 million in 1994 compared to a net loss of $6.2
million in 1993 largely due to  the extraordinary gain of $31.4 million  related
to  the forgiveness of debt recorded as  a result of the 1994 Restructuring. The
loss before extraordinary item  decreased by $5.5 million  from $6.2 million  in
1993 to $0.7 million in 1994 due to the factors discussed above.                

LIQUIDITY AND CAPITAL RESOURCES                                                 

    The Company's capital requirements relate primarily to capital expenditures,
debt  service and the cost of  acquisitions. Historically, the Company's primary
sources of  financing  have been  cash  from operations,  borrowings  under  its
revolving  line of credit and, in 1994  and 1995, the issuance of long-term debt
and equity.                                                                     

    Net cash  provided  by  operating  activities was  $8.2  million  for  1995.
Operating cash flow consisted of net income of $3.7 million, non-cash charges of
$4.3  million for depreciation and amortization and other changes in net working
capital of $0.2 million. Net cash used in operating activities was $3.6  million
for  the first  quarter of  1996. Uses  of operating  cash flow  included a $0.4
million net loss, seasonal  increases in receivables and  inventory of $1.5  and
$2.7  million,  respectively,  and a  decrease  in accrued  liabilities  of $2.0
million. The  decrease in  accrued liabilities  reflects the  payment of  annual
incentive compensation, estimated income tax payments and a $0.5 million payment
to  Prudential. Sources  of operating  cash flow  in the  first quarter  of 1996
included $1.3 million  from non-cash charges  for depreciation and  amortization
and $1.8 million from seasonal growth in accounts payable.                      

    At  March  29, 1996,  working capital  was $14.3  million compared  to $11.4
million at March 31, 1995. Of the increase, $1.1 million is attributable to  the
acquisition of Dur-O-Wal while $1.8 million is a result of deferred tax benefits
recognized  in the latter part  of 1995. The ratio  of current assets to current
liabilities was 1.8 to 1 at March 29, 1996 and 1.9 to 1 at March 31, 1995.      

    On June 17, 1996, the Company entered into the Amended Credit Facility  with
the  Banks conditional  upon consummation  of the  Offering. The  Amended Credit
Facility will provide for (i) term loans to the Company and Dur-O-Wal (together,
the "Term  Loan") and  (ii)  revolving credit  facilities  for the  Company  and
Dur-O-Wal  (together, the  "Revolving Credit Facility"),  each of  which will be
secured by  substantially all  the  assets of  the  Company and  Dur-O-Wal.  The
Revolving  Credit Facility will  terminate in four  years, with interest options
based on (a)  Bank One,  Dayton, NA's  prime rate or  (b) LIBOR  plus an  amount
between  1.00% and 2.75% (LIBOR plus 1.75% immediately following consummation of
the Offering)  depending on  the level  of EBITDA  and certain  other  financial
ratios.  A commitment fee of between 0.125% and 0.50% per annum (0.25% per annum
immediately following  consummation of  the  Offering) will  be payable  on  the
average  unused  amount  depending on  the  level  of EBITDA  and  certain other
financial ratios. Amounts available under the Revolving Credit Facility will  be
equal  to the lesser of (i)  $37 million or (ii) the  sum of (x) 85% of eligible
accounts receivable, (y) 60% of eligible inventories and (z) an amount of up  to
$12 million upon closing of the Offering, decreasing in steps to zero on October
1,  1997. At March 29, 1996, if the Revolving Credit Facility had been in place,
$29.7 million would have  been available thereunder, of  which $17.1 million  of
borrowings  would have been  outstanding. The principal amount  of the Term Loan
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assets,  based on an appraisal of certain assets and the net book value of other
assets. The  Banks  have  agreed  that, pending  receipt  of  appraisals,  which
currently are being conducted, the principal amount of the Term Loan will be $13
million.  If, based on the  appraisals, 70% of the  value of the Company's fixed
assets is less than $13  million, the Company will be  required to repay to  the
Banks  the amount of the  difference between such value  and $13 million. If the
appraised value of the Company's fixed  assets is equal to the depreciated  book
value of such assets at March 29, 1996, the amount of the Term Loan, as adjusted
for  the appraisals, will  be $12.2 million.  The Company believes  that it will
have sufficient availability  under the  Revolving Credit Facility  to fund  any
required repayment of the Term Loan at the time the appraisals are received. The
Term  Loan  will be  due  in full  four  years from  its  date of  issuance with
mandatory quarterly principal payments of $812,500 (subject to adjustment if the
amount of  the Term  Loan  is reduced  as  a result  of  the appraisals  of  the
Company's  fixed assets) plus interest. The Term Loan will permit the Company to
choose from various interest rate options. The Amended Credit Facility  contains
restrictive  covenants which,  among other things,  will require  the Company to
maintain certain specified financial ratios and will limit the Company's ability
to incur debt, make acquisitions and capital expenditures and pay dividends. See
"Description  of  Certain  Indebtedness."  The  Company  intends  to  draw  down
approximately  $21.58  million  at  June  25, 1996,  the  expected  date  of the
consummation of the Offering, ($21.34 million based on accrued interest at March
29, 1996) on this  facility which, with  the proceeds of  the Offering, will  be
used  to retire  $40 million of  outstanding Senior Notes,  pay accrued interest
thereon of $1.77 million at June 25, 1996, the expected date of the consummation
of the Offering, ($1.54 million at March 29, 1996) and fund a prepayment premium
of $2.4 million in connection therewith.                                        

    Borrowing levels vary during the course  of a year based upon the  Company's
seasonal  working capital needs. The Company's  sales are highly seasonal due to
the impact of weather on the  Heavy Construction industry. Beginning at the  end
of the first quarter, the Company's sales typically increase sharply, reaching a
peak around the end of the second quarter or beginning of the third quarter. The
Company's  accounts receivable normally increase from  the beginning of the year
to the end of the third quarter.  Accounts receivable are highest in the  months
of  June through September and averaged $15.0 million during such months in 1994
and $15.7 million during such months in 1995. Accounts receivable are lowest  in
the  months of January and February and averaged $9.9 million during such months
in 1995 and $12.1 million during such months in 1996. Inventory generally begins
to buildup during the middle  of the first quarter and  remains at a high  level
until  the fourth quarter. In 1994, the  average inventory was $10.3 million and
in 1995 it was $11.6 million. The average inventory turnover ratio for 1994  was
5.0  and in 1995 was  4.8. This results in a  seasonal need for working capital.
During the  fourth quarter,  sales and  working capital  typically experience  a
seasonal  decline. The maximum borrowings  outstanding under the Credit Facility
during 1995 were  $18.4 million on  October 16, 1995  immediately following  the
Dur-O-Wal  Acquisition and the repurchase of the redeemable preferred shares and
certain of  the  Old Class  B  Common  Shares. Absent  these  two  transactions,
seasonal  peak borrowings under the Credit  Facility during 1995 would have been
$3.2 million at April 14, and  July 13, 1995. Outstanding borrowings dropped  to
$13.3  million at December  31, 1995 as seasonal  working capital needs declined
and rose to $17.1 million  at March 29, 1996  as seasonal working capital  needs
increased.                                                                      

    At  March  29,  1996,  the  Company  had  $39.7  million  of  long-term debt
outstanding, net of  debt discount  and excluding  the Credit  Facility, with  a
weighted  average interest rate of 12.08% and final maturities from 1999 through
2005.                                                                           

    The Company  made $2.7  million  in capital  expenditures during  1995.  The
largest  expenditure  was  a  $1.0  million  acquisition  of  equipment  and the
associated construction of  a new  facility to house  an epoxy  coating line  in
Parsons,  Kansas. Other significant investments  in 1995 included a construction
nail stake  machine, an  automated  resistance welder  for the  concrete  paving
products   line,  equipment  for  a  new  mechanical  rebar  connector  product,
additional computers and software.                                              

    The Company made $0.7 million in  capital expenditures in the first  quarter
of  1996 and has planned additional capital expenditures during the remainder of
1996 of approximately  $1.2 million  with up to  an additional  $0.6 million  in
capital  expenditures  associated  with  the  paving  acquisition  completed  on

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April 29,  1996. Major  projects include  a new  truss machine  for  Dur-O-Wal's
Aurora,  Illinois plant, improved air handling  and water cooling in Miamisburg,
Ohio, a  major  upgrade of  the  chemical  laboratory and  new  liquid  chemical
production  equipment  for  the  Oregon,  Illinois  facility  and  an additional
automated side frame machine for the  concrete paving products line in  Parsons,
Kansas.                                                                         

    The  Company believes that  its liquidity, capital  resources and cash flows
from operations are  sufficient to  fund planned  capital expenditures,  working
capital requirements and debt service in the absence of additional acquisitions.

    The  Company intends to fund future  acquisitions with cash, securities or a
combination of cash and securities. To the extent the Company uses cash for  all
or  a part of any such acquisition, it expects to raise such cash primarily from
cash generated from operations, borrowings under the Amended Credit Facility or,
if feasible and attractive,  issuances of long-term debt  or additional Class  A
Common  Shares.  However, under  the terms  of the  Amended Credit  Facility the
Company is  prohibited  from  incurring  additional  debt  (subject  to  certain
exceptions)  and from merging or consolidating  with, or acquiring the stock of,
any corporation  without the  consent  of the  Banks.  In addition,  the  amount
available  under the  Amended Credit Facility  may not be  sufficient to finance
both acquisitions and working capital requirements.                             

EFFECTS OF INFLATION                                                            

    Inflation generally affects the Company  by increasing interest expense  and
by  increasing the cost of labor,  equipment and raw materials, primarily steel.
The Company does not  believe that inflation  has had a  material effect on  the
Company's  business over the past three years. In the past, the Company has been
able to pass along  to its customers all  or a portion of  the effects of  steel
price  increases by increasing selling prices or imposing cost surcharges. There
can be no assurance that the Company will  able to continue to pass on the  cost
of such increases in the future.                                                

RECENTLY ISSUED ACCOUNTING STANDARDS                                            

    In  March  1995, the  Financial Accounting  Standards Board  ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121 "Accounting for the
Impairment of  Long-Lived  Assets and  for  Assets  to be  Disposed  Of,"  which
addresses  the identification and measurement  of asset impairments and requires
recognition of impairment losses  on long-lived assets  when book values  exceed
expected  future cash flows. The Company was required to adopt the provisions of
SFAS No. 121 in the first quarter of 1996. The application of this standard  did
not  have a material  impact on the  Company's financial position  or results of
operations.                                                                     

    In October 1995, the  FASB issued SFAS No.  123 "Accounting for  Stock-Based
Compensation,"  which establishes new accounting and disclosure requirements for
stock-based employee compensation plans. The Company will adopt this standard in
1996 by continuing to follow the accounting prescribed by Accounting  Principles
Board  Opinion No. 25 "Accounting for  Stock Issued to Employees" and presenting
the required pro  forma disclosures. The  application of this  standard did  not
have  a  material  impact on  the  Company's  financial position  or  results of
operations.                                                                     

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BUSINESS

GENERAL                                                                         

    The Company  believes it  is  the largest  North American  manufacturer  and
distributor  of specialized metal accessories  used in concrete construction and
masonry construction on  the basis  of sales.  The Company's  products are  used
primarily in two segments of the construction industry: non-residential building
projects  such as institutional buildings,  retail sites, commercial offices and
manufacturing facilities; and infrastructure projects such as highways, bridges,
utilities, water  and waste  treatment  facilities and  airport runways.  On  an
historical   basis,   the  dollar   volume   of  non-residential   building  and
infrastructure construction in North America has been less cyclical than that of
single family residential construction.                                         

    The Company was  founded in  1924 under the  name The  Dayton Sure-Grip  and
Shore  Company. Following the 1982 acquisition of Superior Concrete Accessories,
Inc., the Company  evolved from a  regional company to  a large,  geographically
diversified  firm. Between 1991 and June  1995, the Company completed four small
acquisitions and, in October 1995, the Company acquired Dur-O-Wal, which had net
sales of  $25.7 million  in 1995  on  a pro  forma combined  basis, for  a  cash
purchase  price  of $23.6  million  (including acquisition  costs).  The Company
believes that Dur-O-Wal is a leading manufacturer of masonry accessories and the
largest manufacturer of masonry wall reinforcement in North America on the basis
of sales.  On  April  29,  1996,  the Company  purchased  certain  assets  of  a
privately-held concrete paving products manufacturer based in Kankakee, Illinois
for  a  cash purchase  price of  approximately  $5 million  (including estimated
acquisition costs and subject to post-closing adjustments). The Company  intends
to  combine the  acquired business (the  principal products of  which are welded
dowel assemblies and epoxy-coated  steel bar stock)  with its existing  concrete
paving  products business.  The Company believes  that, in  addition to offering
consolidation savings,  this acquisition  will enable  it to  enter certain  new
markets and to better serve existing customers in the Midwest.                  

    The  Company believes  that its  distribution system  is the  largest in its
industry, consisting of  a network of  22 Company-operated  service/distribution
centers  in the  United States  and Canada  and over  3,000 customers, including
stocking dealers, brokers, rebar fabricators, precast concrete manufacturers and
brick and concrete block manufacturers. The Company believes that its ability to
deliver quality  products  to  customers quickly  using  its  on-line  inventory
tracking  system gives it  a competitive advantage over  many of its competitors
and encourages customer loyalty. Although the Company believes it is the largest
North American  manufacturer and  distributor of  specialized metal  accessories
used  in concrete construction  and masonry construction,  the industry in which
the Company  competes  is highly  competitive  in most  product  categories  and
geographic  regions.  The Company  competes with  a  relatively small  number of
full-line national manufacturers of concrete  or masonry accessories and a  much
larger  number  of  regional  manufacturers  with  limited  product  lines.  See
"Business--Competition."                                                        

    The Company manufactures most of  its products at four principal  facilities
in  the United  States using,  in many  cases, high-volume,  automated equipment
designed and built or custom modified  by in-house personnel. The Company  sells
approximately 12,300 different products in two principal product lines (concrete
accessories,  which include concrete paving  products, and masonry accessories),
including products designed to hold rebar in place, support concrete  framework,
reinforce  masonry walls  and create  attachment points  on concrete  or masonry
surfaces. The  Company's  product lines,  which  the Company  believes  are  the
broadest in the industry, are marketed under the DAYTON                         
SUPERIOR-REGISTERED  TRADEMARK-  name in  the case  of concrete  accessories and
under  the  DUR-O-WAL-REGISTERED  TRADEMARK-  name   in  the  case  of   masonry
accessories.                                                                    

    The Company's senior management team, which has been in place since 1989 and
averages  over 20 years of manufacturing industry  experience, is led by John A.
Ciccarelli, its  President and  Chief Executive  Officer, who  formerly was  the
President  of The Wheelabrator  Corporation, a manufacturer  of industrial blast
cleaning equipment. The Company also benefits from the experience of Matthew  O.
Diggs,   Jr.,  its   non-executive  Chairman,   particularly  with   respect  to
acquisitions and strategic direction.                                           

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Mr. Diggs  is the  former  President and  Chief  Executive Officer  of  Copeland
Corporation, a manufacturer of refrigerator compressors, and the former Chairman
of The Delfield Company, a manufacturer of food service equipment.              

    The  Company  was incorporated  in 1959.  The Company's  principal executive
offices are  located at  721 Richard  Street, Miamisburg,  Ohio 45342,  and  its
telephone number is (513) 866-0711.                                             

BUSINESS STRATEGY                                                               

    Management is seeking to implement the following business strategy, which is
designed  to build on the Company's manufacturing and distribution strengths and
scale advantages to achieve growth both through acquisitions and internally.    

    - PURSUE STRATEGIC ACQUISITIONS.  In addition to internal growth,  including
      new  product development, the Company intends  to continue to grow through
      acquisitions. The  markets in  which  the Company  competes have  a  large
      number  of relatively small, regional manufacturers and consequently offer
      consolidation  opportunities.   The   Company  seeks   acquisitions   that
      complement  its  existing  products or  represent  product  extensions and
      primarily   focuses   its   acquisition    strategy   on   regional    and
      specialty-product  firms. The Company believes it has been able to achieve
      synergies in its  acquisitions through economies  of scale in  purchasing,
manufacturing, marketing and distribution.                          

    - LEVERAGE  EXTENSIVE DISTRIBUTION SYSTEM AND DEALER NETWORK.  The Company's
      extensive  distribution  system,  broad   product  lines  and   continuing
      commitment  to customer service and quality have enabled it to attract and
      maintain the largest dealer network in its industry. The Company  utilizes
      its  distribution system and dealer network  as a platform for integrating
      acquisitions and for selling products manufactured by third parties. Sales
      of third-party  products allow  the Company  to utilize  its  distribution
      system  to increase sales without  making significant capital investments.
      The Company estimates that net sales of third party products accounted for
      approximately $18.5 million of  the Company's net sales  in 1995 on a  pro
forma combined basis.                                               

    - UTILIZE CUSTOMIZED AUTOMATED MANUFACTURING EQUIPMENT.  The Company designs
      and builds or custom modifies much of the high-volume, automated equipment
      it  uses  to manufacture  metal concrete  accessories and  concrete paving
      products. To  develop this  equipment, it  employs a  team of  experienced
      manufacturing engineers and tool and die makers. The Company believes that
      its  customized automated manufacturing equipment provides it with several
      competitive  advantages  relative  to   its  competitors,  including   (i)
      significantly  greater productivity,  (ii) lower  capital equipment costs,
      (iii) lower scrap rates, (iv)  higher product quality, (v) faster  product
changeover times and (vi) lower inventory levels.                   

    - DEVELOP  NEW PRODUCTS.  The Company  has a new product development program
      built around its marketing, engineering and manufacturing personnel.  This
      program  establishes goals  for, and  tracks the  success of,  new product
      development in each project group. The Company estimates that new products
      introduced in the last  five years (three years,  in the case of  chemical
      products),  including  new products  introduced  by Dur-O-Wal  during such
      period, accounted  for approximately  $6.5 million  of the  Company's  net
sales in 1995 on a pro forma combined basis.                        

    - OFFER  BROAD PRODUCT  LINE.  The  Company believes it  offers the broadest
      product  line  in   metal  accessories  for   the  concrete  and   masonry
      construction  industry  in  North America,  providing  its  customers with
      products  designed  to  meet  a  wide  variety  of  concrete  and  masonry
      construction  needs. The Company  believes that its  customers' ability to
order a wide range of products from the Company enhances its sales. 

THE INDUSTRY                                                                    

    The  Company's  products  are  used   primarily  in  two  segments  of   the
construction  industry: non-residential building projects, such as institutional
buildings, retail sites,  commercial offices and  manufacturing facilities;  and
infrastructure  projects, such as highways,  bridges, utilities, water and waste
treatment facilities and airport runways.  The Company's products are also  used
in multi-family residential                                                     

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construction  such as  apartments, condominiums and  multi-family homes. Because
the Company's products are  sold primarily through  its distribution system  and
dealer  network rather than directly to  end-users, the Company cannot determine
precisely the  percentages of  its  sales made  to  individual segments  of  the
construction  industry. However, certain  of the Company's  products can only be
used or  are  predominantly  used  only in  particular  segments  of  the  Heavy
Construction  industry. In addition the Company  conducted an informal survey of
its customers in 1992 with respect to the end-use of selected product lines  and
updated  the survey in 1994.  Based on the survey,  an analysis of the potential
uses for its products, discussions with customers and management's knowledge  of
the  construction industry, the Company  estimates that (i) less  than 1% of its
net sales are made to the  single family residential construction segment,  (ii)
less  than  10%  of its  net  sales  are made  to  the  multi-family residential
construction segment, (iii) approximately 35% of  its net sales are made to  the
infrastructure  segment and (iv) the  majority of its net  sales are made to the
non-residential building construction segment.                                  

    The Company believes that approximately 90% of its net sales are made to the
non-residential  building  and  infrastructure  segments  of  the   construction
industry  which  made up  approximately 55%  of  the United  States construction
industry in 1994  (with the  remainder consisting of  single family  residential
construction    (40%)   and   multi-family   residential   construction   (5%)).
Historically, based  upon  the  dollar  volume  of  contracts  awarded  for  new
construction  starts, infrastructure, non-residential  building and multi-family
residential construction, taken  together, have been  less cyclical than  single
family  residential construction.  The chart  below shows  the annual percentage
change in the total  dollar value of construction  contracts started during  the
years  1968 to 1995 for single family residential construction and for all other
types of construction, excluding single family residential construction.        

DOLLAR VOLUME OF CONTRACTS AWARDED
Annual Percentage Change

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC                     

                                                                [Download Table]

 CHANGE FROM PREVIOUS YEAR     HEAVY CONSTRUCTION   SINGLE FAMILY RESIDENTIAL 
                                                                              
68                                             14%                          9%
69                                             16%                         -4%
70                                              2%                         -4%
71                                             10%                         41%
72                                              8%                         29%
73                                             13%                          0%
74                                             -3%                        -17%
75                                             -4%                          9%
76                                             12%                         43%
77                                             22%                         40%
78                                             11%                         19%
79                                             15%                         -8%
80                                             -5%                        -23%
81                                              8%                         -8%
82                                              0%                         -2%
83                                             10%                         65%
84                                             12%                          7%
85                                             13%                          3%
86                                              0%                         20%
87                                              4%                          4%
88                                             -1%                          6%
89                                              5%                          1%
90                                             -8%                        -11%
91                                             -9%                         -1%
92                                              2%                         22%
93                                              5%                         12%
94                                             12%                          6%
95E                                             7%                         -8%
96P                                             2%                          7%

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

Source: McGraw-Hill Dodge                                                       

    Management believes that the 1980s were an unusually active period for  real
estate  development. Debt  financing was readily  available, due in  part to the
expansion of savings and  loan associations into this  area. Equity capital  was
abundant,  due in  part to  pre-1986 tax laws  that allowed  investors to offset
ordinary income with tax losses from real estate investments. Real estate values
expanded rapidly, reflecting general increases in price levels during the  1970s
and  1980s as well as growth in household formation due to the maturation of the
"Baby Boom" generation.                                                         

    The construction industry  suffered a sharp  decline in 1990  and 1991  with
overall  demand for  Heavy Construction  declining by  16.4% during  the 1990-91
recession (as defined by the National Bureau of                                 

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Economic Research),  compared  with an  average  decline  of 1.8%  in  the  five
recessions  (as defined by the National Bureau of Economic Research) experienced
during the  25 years  prior to  that period.  See "Management's  Discussion  and
Analysis  of Financial Condition and Results of Operations" for a description of
the impact of this sharp decline on the Company. The decline in 1990-91 was  due
to the combined impact of a cyclical recession with other factors, including the
impact  of the 1986 Tax Reform Act, passage of the Financial Institutions Reform
Recovery and  Enforcement  Act  of  1989  ("FIRREA")  and  a  slow-down  in  the
decade-long  period  of  what  many regarded  as  speculative  overbuilding. The
changes in  the  tax  laws in  1986  and  changes in  regulatory  standards  for
oversight  of financial institutions in 1989 brought about by FIRREA reduced the
availability of capital for investment in commercial developments and,  combined
with  a normal,  cyclical downturn  in the economy,  had the  effect of severely
reducing the level of construction activity at the end of the 1980s.            

    NON-RESIDENTIAL   BUILDING   CONSTRUCTION.       Non-residential    building
construction  includes projects  such as institutional  buildings, retail sites,
commercial offices and manufacturing facilities. The Company estimates that  its
sales  to this  segment of the  industry account for  more than half  of its net
sales. The graph below contains  data for non-residential building  construction
and   its   two  segments,   commercial   and  manufacturing   construction  and
institutional construction.                                                     

NON-RESIDENTIAL BUILDING CONSTRUCTION 
DOLLAR VOLUME OF CONTRACTS AWARDED
(in billions of dollars)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC                     

                                                                [Download Table]

 NON-RESIDENTIAL    COMMERCIAL & INDUSTRIAL   INSTITUTIONAL
                                                           
67                                    $10.40           11.6
68                                    $12.00           12.3
69                                    $14.70           13.5
70                                    $13.60           13.2
71                                    $13.50           14.7
72                                    $16.20           13.2
73                                    $19.80           14.4
74                                    $18.50           16.2
75                                    $16.70           15.9
76                                    $15.60           15.7
77                                    $20.30           16.6
78                                    $31.50           15.9
79                                    $34.70           18.8
80                                    $36.90             20
81                                    $44.50             21
82                                    $41.80           22.8
83                                    $43.70           24.2
84                                    $56.20           25.9
85                                    $62.80           29.5
86                                    $59.70           31.9
87                                    $62.30           36.5
88                                    $61.10           36.8
89                                    $66.30           39.8
90                                    $53.20           42.2
91                                    $41.00           45.3
92                                    $41.70           45.4
93                                    $43.20           45.5
94                                    $51.50           49.5
95                                    $57.60           51.7

------------------------                                                        
Source: McGraw-Hill Dodge                                                       

(1) Compound annual growth rate for the period from 1967 through projected 1995 

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    Certain  sectors within this segment  of the construction industry generally
have experienced more stable  historical growth, while  other sectors have  been
affected  more  by  cyclical  trends. The  less  cyclical  portion, representing
institutional projects (such  as government buildings,  schools and  hospitals),
shares  certain  similarities with  infrastructure  construction as  its funding
sources  are  somewhat   independent  of  the   general  economy.  Funding   for
construction  of schools and hospitals typically  comes from bond issues or real
estate taxes.                                                                   

    The more  cyclical portion  of  this segment  includes the  construction  of
commercial offices, commercial retail sites and industrial buildings. Commercial
office  construction was very active  in the mid-1980's due,  in part, to strong
tax inducements and the wide availability of debt and equity capital to  finance
commercial  development projects. Changes in the tax laws in 1986 and changes in
regulatory  standards   for  oversight   of  financial   institutions  in   1989
dramatically  reduced the availability  of capital for  investment in commercial
developments, and construction decreased accordingly.                           

    INFRASTRUCTURE CONSTRUCTION.  This segment  is comprised of construction  of
highways,  bridges, utilities, water and  waste treatment facilities and airport
runways. The Company estimates  that its sales to  this segment of the  industry
account  for  approximately 35%  of  the Company's  net  sales. The  graph below
illustrates the historical trends in this segment of the construction industry. 

INFRASTRUCTURE CONSTRUCTION 
DOLLAR VOLUME OF CONTRACTS AWARDED
(in billions of dollars)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC                     

                                                                [Download Table]

               INFRASTRUCTURE
                             
1967                     12.9
1968                     13.8
1969                     15.7
1970                     17.9
1971                     18.2
1972                     18.7
1973                     21.6
1974                       25
1975                     28.4
1976                     35.8
1977                     43.2
1978                       40
1979                     45.5
1980                     34.5
1981                     35.4
1982                     37.5
1983                     37.8
1984                     36.9
1985                     41.4
1986                     42.1
1987                     46.1
1988                     48.1
1989                       49
1990                     49.7
1991                     50.2
1992                     54.6
1993                     58.9
1994                     61.4
1995 Prelim              63.8

------------------------                                                        
Source: McGraw-Hill Dodge                                                       
(1) Compound annual growth rate for the period from 1967 through projected 1995.

    Compared to  other segments  of  the construction  industry,  infrastructure
construction  is less dependent  on general economic  conditions, as funding for
infrastructure projects often comes  from federal, state  and local taxes,  user
taxes,  gasoline  taxes and  bond issues.  In certain  instances, infrastructure
spending has  increased notwithstanding  a soft  economy, as  local and  federal
governments  attempted to offset recessionary trends.  There can be no assurance
that  such   increases  will   be  repeated   in  future   recessionary   times.
Infrastructure  construction  remained  relatively  constant  during  the 1980s,
reflecting continued  construction of  the  Federal Highway  System as  well  as
implementation  of  federal  water  quality  standards  and  continuing  airport
expansion.  The  Intermodal  Surface  Transportation  Efficiency  Act  of   1991
("ISTEA")  authorized up to  $155 billion of  federal funding for transportation
projects for 1992 through 1997.                                                 

    MULTI-FAMILY RESIDENTIAL  CONSTRUCTION.   This segment  of the  construction
industry  consists of apartment, condominium and multi-family home construction.
The Company estimates that its sales to this                                    

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segment of  the industry  account for  less than  10% of  its net  sales.  After
reaching   a  peak  in  1985,  multi-family  residential  construction  declined
dramatically, declining by more  than two thirds by  1992. Since 1992,  spending
has increased modestly, but remains below the levels achieved during much of the
1980s.                                                                          

MULTI-FAMILY RESIDENTIAL CONSTRUCTION 
DOLLAR VOLUME OF CONTRACTS AWARDED
(in billions of dollars)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC                     

                                                                [Download Table]

           MULTI-FAMILY 
                        
67                 $4.80
68                 $7.00
69                 $8.30
70                 $8.40
71                $12.20
72                $15.60
73                $15.70
74                 $9.20
75                 $5.30
76                 $7.20
77                $10.80
78                $13.60
79                $17.30
80                $18.80
81                $18.00
82                $17.40
83                $26.30
84                $28.90
85                $33.10
86                $32.10
87                $27.50
88                $24.00
89                $22.80
90                $17.50
91                $12.40
92                $10.00
93                $11.40
94                $15.00
95                $17.40

------------------------                                                        
Source: McGraw-Hill Dodge                                                       
(1) Compound annual growth rate for the period from 1967 through projected 1995.

ACQUISITIONS                                                                    

    In  addition  to internal  growth,  including new  product  development, the
Company intends to continue to grow  through acquisitions. The markets in  which
the  Company competes are generally fragmented with a large number of relatively
small, privately held regional manufacturers. The Company believes these markets
offer a number of  consolidation opportunities and  is focusing its  acquisition
strategy  primarily on regional  and specialty product  firms. The Company seeks
acquisitions that  complement  or  extend  its  existing  product  lines,  offer
compatibility   in  customers   or  in   manufacturing  processes,   add  strong
manufacturing or product technology or provide access to new market segments  or
proprietary products.                                                           

    Since 1990, the Company has completed four small asset acquisitions, as well
as  the acquisition of Dur-O-Wal in  1995 which the Company believes established
it as a leading manufacturer of masonry accessories and the largest manufacturer
of masonry  wall  reinforcement in  North  America on  the  basis of  sales.  In
addition, on April 29, 1996, the Company purchased certain assets of a privately
held  concrete paving  products manufacturer based  in Kankakee,  Illinois for a
cash purchase price of approximately $5 million (including estimated acquisition
costs and subject to post-closing  adjustments). The Company intends to  combine
the  acquired  business  (the  principal  products  of  which  are  welded dowel
assemblies and epoxy-coated steel bar  stock) with its existing concrete  paving
products   business.  The  Company  believes   that,  in  addition  to  offering
consolidation savings,  this acquisition  will enable  it to  enter certain  new
markets  and to better serve existing customers  in the Midwest. The table below

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indicates the  principal strategic  benefits that  the Company  believes it  has
achieved or will achieve with respect to each acquisition. The Company used cash
from  operations and borrowings on  its line of credit  to make the acquisitions
listed in the table below.                                                      

                                                        [Enlarge/Download Table]

  YEAR     ACQUISITION         CASH PURCHASE PRICE  BUSINESS                         STRATEGIC BENEFITS             
---------  ------------------  -------------------  -------------------------------  -------------------------------
                                                                                                                    
     1996  Paving products     $5 million(1)        - Regional manufacturer of       - Increases presence in the    
            manufacturer                              concrete paving products         Midwest paving market;       
                                                                                       permits consolidation of     
                                                                                       manufacturing facilities.    
     1995  Dur-O-Wal           $23.6 million(2)     - Leading manufacturer of        - Established the Company as a 
                                                      masonry accessories              leader in the masonry        
                                                                                       accessories market; increased
                                                                                       raw material purchasing      
                                                                                       power; permitted             
                                                                                       consolidation of distribution
                                                                                       facilities.                  
     1995  C&B Construction    $150,000             - Regional manufacturer of       - Introduced a new line of     
            Supplies, Inc.                            textured and profiled liners     concrete formliners for sale 
                                                      for concrete forms               through the Company's        
                                                                                       distribution system.         
     1994  Alpha Rebar         $67,000              - Regional manufacturer of       - Increased presence in the    
            Company, Inc.                             paving products                  paving market in Texas and   
                                                                                       the surrounding region;      
                                                                                       permitted consolidation of   
                                                                                       manufacturing facilities.    
     1992  Jois Plastics       $75,000              - Regional manufacturer of       - Introduced a new line of     
                                                      plastic bar supports             plastic bar supports for sale
                                                                                       through the Company's        
                                                                                       distribution system.         
     1991  UBS                 $200,000             - Regional manufacturer of       - Increased presence in the    
                                                      metal bar supports               Northeast region; permitted  
                                                                                       consolidation of             
                                                                                       manufacturing facilities.    

------------------------------                                                  
(1) Includes estimated acquisition costs and subject to post-closing            
adjustments.                                                                    
(2) Includes acquisition costs.                                                 

PRODUCTS                                                                        

    Although almost  all of  the  Company's products  are  used in  concrete  or
masonry construction, the function and nature of the products differ widely. The
Company currently offers more than 12,300 different items and believes its brand
names  DAYTON SUPERIOR-Registered Trademark- and DUR-O-WAL-Registered Trademark-
are widely  recognized in  the construction  industry. The  Company  continually
attempts  to increase  the number  of products  it offers  by using  two product
development teams  to  introduce  new products  and  refine  existing  products.
Between  1990 and  1995, the  Company estimates that  net sales  of new products
developed within  the prior  five years  (three years  in the  case of  chemical
products)  increased  from  approximately  $3.5  million  to  approximately $5.5
million including  new  products  introduced by  Dur-O-Wal  during  such  period
(approximately $6.5 million on a pro forma combined basis).                     

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    The  Company's 1995 net sales  of its two principal  product lines, on a pro
forma combined basis, were as follows:                                          

PRO FORMA COMBINED 1995 NET SALES BY PRODUCT LINE 

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC                     

                                                                [Download Table]

     (100% = $113.7 MILLION)                
                                            
Masonary Accessories                   22.6%
Concrete Accessories (including        77.4%
concrete paving products)                   

    CONCRETE ACCESSORIES (INCLUDING  CONCRETE PAVING PRODUCTS).   The  Company's
concrete  accessories products are comprised primarily of wall-forming products,
concrete paving  products,  bridge  deck products,  bar  supports,  precast  and
prestressed  concrete construction  products, tilt-up  construction products and
chemicals used in concrete construction. Sales of concrete accessories accounted
for approximately $88.0 million, or  77.4%, of the net  sales of the Company  in
1995  on a  pro forma  combined basis.  The Company  estimates that wall-forming
products and concrete paving products each accounted for approximately one fifth
of its concrete accessories sales on a pro forma combined basis in 1995.        

    Wall-forming products, such as snap ties, coil ties, she bolts and he bolts,
are used in  the fabrication of  job-built and prefabricated  modular forms  for
poured-in-place  concrete walls. The products, which generally are not reusable,
are made of wire or plastic (or  a combination of both materials) and  generally
are manufactured by the Company on customized high-speed automatic equipment.   

    The  Company's concrete  paving products  consist primarily  of welded dowel
assemblies and dowel baskets used to transfer dynamic loads between two adjacent
slabs of concrete roadway. Concrete paving products are used in the construction
and rehabilitation of roads, highways and airport runways to extend the life  of
the  pavement. The Company  manufactures welded dowel  assembles primarily using
automated and semi-automatic equipment.                                         

    Bridge deck  products (used  to  support the  formwork of  bridges)  include
hangers  and sidewalk  overhang brackets (used  to support the  formwork used by
contractors in the construction  and rehabilitation of  bridges), coil nuts  and
bolts, haunch carriers, screen supports and cast wing nuts.                     

    Bar  supports  are  non-structural  metal  or  plastic  accessories  used to
position rebar within a horizontal slab or form to be filled with concrete.  Bar
supports  often are plastic or epoxy coated, galvanized or equipped with plastic
tips to prevent  creating a  conduit for corrosion  of the  embedded rebar.  The
Company  sells more than  100 basic types of  bar supports in  a wide variety of
standard and custom sizes and finishes.                                         

    Precast and  prestressed concrete  construction products,  such as  anchors,
inserts,  holddowns  and  pushdowns,  are used  in  the  manufacture  of precast
concrete panels and prestressed concrete  beams and structural members.  Precast
concrete  panels and  prestressed concrete  beams are  fabricated away  from the
construction site and  transported to  the site for  erection. Precast  concrete
panels  are used  in the construction  of prisons, freeway  sound barrier walls,
external building facades and other similar                                     

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applications. Prestressed concrete  beams use  multiple strands  of steel  cable
under  tension  embedded in  a  concrete beam  to  provide rigidity  and bearing
strength, and often are used in the construction of bridges, parking garages and
other applications where long, unsupported spans are required.                  

    The Company  offers  a  complete  line  of  inserts,  lifting  hardware  and
adjustable  beams  used in  the  tilt-up method  of  construction, in  which the
concrete floor  slab is  used as  part of  a form  for casting  the walls  of  a
building.  After the cast walls have hardened on the floor slab, a crane is used
to "tilt up" the walls, which then are braced in place until they are secured to
the rest of the structure. Tilt-up construction generally is considered to be  a
faster   method   of   constructing   low-rise   buildings   than   conventional
poured-in-place concrete construction.                                          

    The Company  also manufactures  or distributes  chemicals used  in  concrete
construction,  including  form coatings,  bond  breakers, curing  agents, liquid
hardeners, sealers,  water  repellents,  bonding  agents,  epoxy  grouts,  floor
hardeners, patching cements, self-leveling floor under-layments and coatings. In
1995,  the Company  manufactured approximately 80%  of the  chemical products it
sold (with the  remainder being purchased  from third-party manufacturers  under
private  label  programs). The  Company believes  that it  is currently  a minor
competitor in the approximately  $1 billion North  American market for  concrete
construction chemicals.                                                         

    MASONRY  ACCESSORIES.    The  Company's  masonry  accessories  product  line
consists primarily  of  masonry  wall reinforcement  ("MWR")  products,  masonry
anchors  and  other accessories  used in  masonry construction  and restoration.
These products are manufactured  and sold primarily  by the Company's  Dur-O-Wal
subsidiary.  Sales  of  masonry accessories  accounted  for  approximately $25.7
million, or 22.6%,  of the  net sales  of the  Company in  1995 on  a pro  forma
combined basis.                                                                 

    The  Company believes that it is the largest manufacturer of MWR products in
North America on the  basis of sales.  MWR products are  wire products that  are
placed  between courses of  masonry and covered  with mortar to  add tensile and
structural strength to masonry walls in order to control shrinkage and cracking,
to provide the principal horizontal  reinforcement in engineered masonry  walls,
to  bond masonry  wythes (single thicknesses  of brick) in  composite and cavity
walls, to  reinforce stack  bond masonry  and to  bond intersecting  walls.  The
products  improve the  performance and longevity  of masonry  walls by providing
crack control, greater elasticity, higher ductility to withstand seismic  shocks
and better resistance to rain penetration.                                      

    The  Company  is one  of only  two  manufacturers of  MWR products  with the
in-house ability  to  produce  hot-dipped zinc  galvanized  finishes.  "Hot-dip"
galvanizing  occurs after products are fabricated and requires skilled personnel
and special  systems to  prevent  the products  from  adhering to  one  another.
Hot-dipped  galvanized finishes  are considered  to provide  superior protection
against corrosion compared to mill-galvanized  finishes, which are added by  the
manufacturer  of the wire from  which MWR products are  fabricated. As a result,
products with hot-dipped  galvanized finishes  generally are sold  at a  premium
compared  to mill-galvanized products  and at greater  profit margins. In recent
years, model building codes in a number  of the regions of the country in  which
masonry  construction is  used have  been amended  to require  use of hot-dipped
galvanized MWR  products.  The  Company  also  manufactures  MWR  products  with
mill-galvanized finishes.                                                       

    The Company sells other masonry accessories such as wall ties, which connect
masonry  to  masonry; masonry  anchors, which  connect  masonry to  the building
structure; stone anchors, which attach building stone (generally ornamental)  to
the  structural frame of a building; restoration products, which are anchors and
ties used in the  restoration of existing masonry  construction and for  seismic
retrofitting  of existing brick veneer  surfaces; and moisture control products,
such as flashing and vents, which control the flow of moisture in cavity walls. 

DISTRIBUTION                                                                    

    The  Company   distributes   its   products   through   a   system   of   22
service/distribution centers located in the continental United States and in two
Canadian  provinces.  Of  these centers,  15  are dedicated  principally  to the
distribution of  concrete accessories,  five are  dedicated principally  to  the
distribution of                                                                 

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masonry accessories and two carry both concrete and masonry accessories. Most of
the  Company's products are shipped to the service/distribution centers from the
Company's four  principal  manufacturing  plants; however,  a  majority  of  the
centers  also  are  able to  produce  smaller  batches of  some  products  on an
as-needed basis  and to  fill rush  orders. In  late 1995  and early  1996,  the
Company  consolidated  two  Dur-O-Wal service/distribution  centers  in Toronto,
Ontario and Birmingham, Alabama into  the Company's existing centers in  Toronto
and Birmingham. The Company believes that its extensive distribution system is a
key element in providing customer service and timely delivery.                  

    The  Company  has an  on-line inventory  tracking  system which  enables the
Company's  customer  service  representatives  to  identify,  reserve  and  ship
inventory quickly from any Company location in response to telephone orders. The
system  provides  the Company  with a  competitive  advantage since  its service
representatives are able  to answer  customer questions  about availability  and
shipping  dates while still on the telephone,  rather than calling back with the
information.                                                                    

    The Company primarily uses third-party common carriers to ship its products.
In 1995, the Company spent  over $9 million on a  pro forma combined basis  with
third-party  common carriers. A study commissioned  by the Company and completed
in January 1996 indicated that annual savings in the Company's freight  expenses
of  approximately $0.5 million may be  achieved through the consolidation of the
carrier base, institution of a zone billing structure for freight and  handling,
and the establishment of a corporate freight management function. The Company is
in  the process of implementing these recommendations. There can be no assurance
that such  savings  can be  achieved  or that  the  level of  potential  savings
projected is correct.                                                           

    In  addition, the Company utilizes its  distribution system to sell products
which are manufactured by third parties.  These products usually are sold  under
the  Company's name, and often are produced  for it on an exclusive basis. Sales
of third-party products allow the Company to utilize its distribution network to
increase sales  without  making  significant capital  investments.  The  Company
estimates  that  net  sales  of third-party  products  were  approximately $18.5
million in 1995 on a pro forma combined basis.                                  

CUSTOMERS                                                                       

    The Company has  over 3,000  customers, consisting  principally of  stocking
dealers,   brokers,   rebar  fabricators,   precast  and   prestressed  concrete
manufacturers and brick and concrete  block manufacturers. The Company  believes
that over 95% of its customers purchase its products for resale, including those
that  incorporate  the  Company's  products into  products  manufactured  by the
customer. The  Company's  customer  base  is  geographically  diverse,  with  no
customer  accounting  for more  than 5%  of net  sales  in 1995  on a  pro forma
combined basis and with the largest  ten customers accounting for less than  16%
of  net sales in 1995 on a pro forma combined basis. The Company's sales are not
concentrated in any  particular geographic  region. Customers  who purchase  the
Company's  products  for resale  generally do  not  sell the  Company's products
exclusively.                                                                    

    The Company has instituted a certified dealer program for dealers who handle
its tilt-up  construction  products. This  program  was established  to  educate
dealers  in the proper use of the  Company's tilt-up products and to assist them
in providing  engineering assistance  to customers.  Certified dealers  are  not
permitted  to  carry other  manufacturers' tilt-up  products, which  the Company
believes are incompatible with those sold  by the Company and, for that  reason,
could  be unsafe if used with the  Company's products. The Company currently has
51 certified dealers  of tilt-up  construction products,  each of  which has  an
exclusive territory in which it is the only dealer certified by the Company.    

SALES AND MARKETING                                                             

    The Company employs approximately 100 sales and marketing personnel, of whom
approximately  one-third  are  salesmen  and  two-thirds  are  customer  service
representatives. Sales  and  marketing  personnel  are located  in  all  of  the
Company's  service/distribution centers. The Company believes  that it is one of
the few manufacturers  in the  concrete and masonry  accessories industry  whose
sales  representatives routinely call on architects and engineers to promote new
products and techniques, in                                                     

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recognition of the influence that these professionals can have in the  selection
of  the Company's products for their  projects. Company representatives also are
active in many concrete  and masonry construction  industry technical and  trade
groups.                                                                         

    The  Company  produces  product  catalogs  and  promotional  materials  that
illustrate certain construction techniques in  which the Company's products  can
be  used to solve typical construction  problems. These materials are often used
by contractors  as reference  sources at  construction sites.  The Company  also
promotes its products through seminars and other customer education efforts.    

MANUFACTURING                                                                   

    The  Company estimates  that sales of  products manufactured  by the Company
accounted for approximately 83% of its net sales in 1995 on a pro forma combined
basis. Most products are manufactured at five principal facilities in the United
States, although a majority of the Company's 22 service/ distribution facilities
can produce  smaller lots  of some  products. The  Company's production  volumes
enable  it to design and build or custom modify much of the equipment it uses to
manufacture metal concrete  accessories and  concrete paving  products, using  a
team  of  experienced  manufacturing  engineers  and  tool  and  die  makers. By
developing its  own automatic  high-speed manufacturing  equipment, the  Company
believes  that  it generally  has  achieved significantly  greater productivity,
lower capital equipment costs, lower scrap rates, higher product quality, faster
product  changeover  times  and  lower   inventory  levels  than  most  of   its
competitors. In addition, Dur-O-Wal's ability to "hot-dip" galvanize products at
its  Aurora, Illinois manufacturing facility provides  it with an advantage over
most competitors manufacturing MWR products, who lack this internal  capability.
The  Company generally operates its manufacturing facilities two shifts per day,
five days per week (six  days per week during peak  months), with the number  of
employees increasing or decreasing as necessary to satisfy demand.              

RAW MATERIALS                                                                   

    The  Company's principal raw  materials are steel  wire rod, metal stampings
and flat steel, cement and cementitious ingredients, liquid chemicals, zinc  and
injection-molded  plastic parts.  The Company currently  purchases products from
over 100 vendors and  is not dependent  on any single vendor  or small group  of
vendors  for any material portion  of its purchases. The  costs of raw materials
average approximately 70% of the Company's cost of goods sold.                  

    Steel accounts for more than  a third of the  Company's total cost of  goods
sold.  In non-recessionary periods, the Company has  been able to pass along raw
material cost increases to its customers. For example, in 1994, the Company  put
in place cost surcharges to pass along higher steel costs to its customers.     

COMPETITION                                                                     

    Although  the Company believes it is the largest North American manufacturer
and distributor of specialized metal  accessories used in concrete  construction
and  masonry construction, the industry in  which the Company competes is highly
competitive in  most  product categories  and  geographic regions.  The  Company
competes  with a relatively small number  of full-line national manufacturers of
concrete  or  masonry  accessories  and   a  much  larger  number  of   regional
manufacturers and manufacturers with limited product lines. The Company believes
that  competition  is  largely based  on,  among other  things,  price, quality,
breadth of product  lines, distribution capabilities  (including quick  delivery
times)  and customer service. In certain circumstances, due primarily to factors
such as freight rates,  quick delivery times and  customer preference for  local
suppliers,  certain manufacturers and suppliers may have a competitive advantage
over the Company in a given region. The Company believes that its size  provides
it with certain advantages of scale in both distribution and production relative
to its competitors.                                                             

PATENTS AND TRADEMARKS                                                          

    The  Company sells  most products  under the  registered trade  names DAYTON
SUPERIOR-Registered Trademark-  and DUR-O-WAL-Registered  Trademark-, which  the
Company  believes  are  widely  recognized  in  the  construction  industry and,
therefore, important to its business. Although certain of the Company's products
(and components thereof) are protected by patents, the Company does not  believe
these patents are material to its business.                                     

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FACILITIES                                                                      

    The   Company's  corporate   headquarters  are  located   at  its  principal
manufacturing plant in Miamisburg, Ohio. The Company's principal facilities  are
located throughout North America, as follows:                                   

                                                        [Enlarge/Download Table]

                                                                                 SIZE (SQ.  
LOCATION                                   USE                  LEASED/OWNED        FT.)    
---------------------------  --------------------------------  ---------------  ------------
                                                                                            
Miamisburg, Ohio...........  Manufacturing,                           Owned         126,000 
                             Service/Distribution                                           
                             and Corporate Headquarters                                     
Kankakee, Illinois.........  Manufacturing and Service/              Leased         107,990 
                             Distribution                                                   
Aurora, Illinois...........  Manufacturing and Service/               Owned         104,000 
                             Distribution                                                   
Parsons, Kansas............  Manufacturing and Service/               Owned          98,250 
                             Distribution                                                   
Parker, Arizona............  Manufacturing and Service/              Leased          60,000 
                             Distribution                                                   
Birmingham, Alabama........  Service/Distribution                    Leased          55,000 
Seattle, Washington........  Service/Distribution                    Leased          42,825 
Santa Fe Springs,            Service/Distribution                    Leased          40,000 
 California................                                                                 
Toronto, Ontario...........  Service/Distribution                    Leased          40,000 
Oregon, Illinois...........  Service/Distribution                     Owned          39,000 
Folcroft, Pennsylvania.....  Service/Distribution                     Owned          32,000 
Baltimore, Maryland........  Service/Distribution                     Owned          30,000 
Houston, Texas.............  Service/Distribution                    Leased          28,474 
Dallas, Texas(1)...........  Service/Distribution                     Owned          22,000 
Orlando, Florida...........  Service/Distribution                    Leased          20,000 
Westfield, Massachusetts...  Service/Distribution                    Leased          20,000 
Denver, Colorado(1)........  Service/Distribution                    Leased          20,000 
Denver, Colorado(1)........  Service/Distribution                    Leased          19,800 
Hialeah Gardens, Florida...  Service/Distribution                    Leased          19,300 
Rushsylvania, Ohio.........  Manufacturing                            Owned          12,000 
Montreal, Quebec...........  Service/Distribution                    Leased          11,000 
Dallas, Texas(1)...........  Service/Distribution                    Leased          10,000 
Mesa, Arizona..............  Service/Distribution                    Leased          10,000 
Arlington Heights,           Dur-O-Wal Headquarters                  Leased           5,000 
 Illinois..................                                                                 

(1)  The Company intends to consolidate its  facilities in these cities when the
leases expire.                                                          

    The Company believes that its facilities provide adequate manufacturing  and
distribution capacity                                                           
for  its needs. The  Company also believes  that all of  the leases were entered
into on market terms.                                                           

EMPLOYEES                                                                       

    The Company employs approximately 238 salaried and 600 hourly personnel,  of
whom  approximately  300  of  the  hourly personnel  and  five  of  the salaried
personnel  are  represented  by  labor   unions.  Employees  at  the   Company's
Miamisburg,  Ohio; Parsons, Kansas and Aurora, Illinois manufacturing facilities
and its  service/distribution  centers  in  Baltimore,  Maryland  and  Santa  Fe
Springs,  California are covered  by collective bargaining  agreements. In 1995,
the Company renewed the collective bargaining agreement covering the  Miamisburg
facility for six years and reopened the collective bargaining agreement covering
the Parsons facility (with two years remaining), extending that agreement for an
additional three years so that it now expires in 2000. The collective bargaining
agreement  covering  the  Aurora,  Illinois facility  expires  in  1998  and the
agreement covering  the  Baltimore,  Maryland  facility  expires  in  2001.  The
collective  bargaining  agreement that  covers  five salaried  employees  at the
Company's Santa Fe Springs facility expires in 1996. Twelve hourly employees  in
Santa  Fe Springs are covered by a separate agreement which expires in 1997. The
Company believes that it has satisfactory employee and labor relations.         

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ENVIRONMENTAL COMPLIANCE                                                        

    The Company is  subject to  regulation under various  and changing  federal,
state and local laws and regulations relating to the environment and to employee
safety   and  health.  These  environmental  laws  and  regulations  govern  the
generation,  storage,   transportation,  disposal   and  emission   of   various
substances.  Permits  are  required  for  operation  of  the  Company's business
(particularly air emission permits), and  these permits are subject to  renewal,
modification  and, in  certain circumstances,  revocation. The  Company believes
that it is in substantial compliance with such laws and permitting requirements.
The Company is also  subject to regulation under  various and changing  federal,
state  and  local laws  and regulations  which  allow regulatory  authorities to
compel (or seek reimbursement for) cleanup of environmental contamination at its
own sites and at facilities where its waste is or has been disposed.            

    The Company  expects  to  incur  on-going capital  and  operating  costs  to
maintain   compliance   with   currently  applicable   environmental   laws  and
regulations. The Company  does not expect  such costs, in  the aggregate, to  be
material to its financial condition, results of operations or liquidity.        

LEGAL PROCEEDINGS                                                               

    The Company does not believe that there are any pending legal proceedings to
which  the Company  or any of  its subsidiaries  is a party  which, if adversely
determined, would have a material adverse effect on the Company.                

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS                                                

    The table below sets forth the names, ages as of the date of this Prospectus
and titles of the executive officers and directors of the Company.              

                                                        [Enlarge/Download Table]

          NAME                AGE                           POSITION                       
-------------------------  ---------  -----------------------------------------------------
                                                                                           
John A. Ciccarelli                56  President, Chief Executive Officer and Director      
Richard L. Braswell               53  Vice President, Finance and Treasurer                
John R. Paine, Jr.                53  Vice President, Sales and Marketing                  
Michael C. Deis                   45  Vice President, Eastern Division                     
James C. Stewart                  48  Vice President, Western Division                     
Mark K. Kaler                     38  Vice President, Engineering                          
James W. Fennessy                 52  Vice President and General Manager, Dayton Superior  
                                       Canada Ltd.                                         
Mario Catani                      62  President of Dur-O-Wal                               
Matthew O. Diggs, Jr.             63  Director and non-executive Chairman of the Board     
Timothy C. Collins                39  Director                                             
Matthew M. Guerreiro              39  Director                                             
Robert B. Holmes                  64  Director                                             

    John A. Ciccarelli has been President of the Company since 1989 and has been
Chief Executive Officer and a Director of the Company since 1994.               

    Richard L. Braswell has  been Vice President, Finance  and Treasurer of  the
Company since 1989.                                                             

    John  R. Paine,  Jr. has  been Vice  President, Sales  and Marketing  of the
Company since 1984.                                                             

    Michael C. Deis  has been Vice  President, Eastern Division  of the  Company
since 1987.                                                                     

    James  C. Stewart has  been Vice President, Western  Division of the Company
since 1984.                                                                     

    Mark K. Kaler  has been  Vice President,  Engineering of  the Company  since
1990.                                                                           

    James  W. Fennessy  has been  a Vice  President of  the Company  and General
Manager, Dayton Superior Canada, Ltd. since 1988.                               

    Mario Catani  has been  President  of Dur-O-Wal  since 1984.  Dur-O-Wal  was
acquired by the Company in October 1995.                                        

    Timothy  C. Collins has  been a director  of the Company  since 1991 and was
Chairman of the Board from June 1994 until December 1995. Mr. Collins is  Senior
Managing   Director  and  Chief  Executive  Officer  of  Ripplewood,  a  private
investment firm formed  by him in  October 1995. From  February 1990 to  October
1995, Mr. Collins was a Senior Managing Director of the New York office of Onex.
Mr. Collins also is a director of Scotsman Industries, Inc.                     

    Matthew  O. Diggs, Jr. has been a director of the Company since October 1995
and non-executive Chairman of the Board since December 1995. Mr. Diggs has  been
Chief  Executive Officer  of The Diggs  Group, a private  investment firm, since
1990. Mr. Diggs  has been  the non-executive  Chairman of  Ripplewood since  its
inception  in October 1995. From 1991 to 1994, Mr. Diggs was the Chairman of The
Delfield Company, a manufacturer of food  service equipment. From 1987 to  1990,
Mr.  Diggs was Vice Chairman of  Copeland Corporation, a refrigerator compressor
manufacturer, having served as President  and Chief Executive Officer from  1975
to 1987. Mr. Diggs also is a director of Scotsman Industries, Inc.              

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    Matthew M. Guerreiro has been a director of the Company since February 1994.
Mr.  Guerreiro has been a principal of Ripplewood since Ripplewood was formed in
October 1995. From August 1992 to October 1995, Mr. Guerreiro was a principal in
the New York office  of Onex and  from April 1989  to March 1992  he was a  Vice
President of Mergers and Acquisitions with Salomon Brothers Inc.                

    Robert  B. Holmes has been  a director of the  Company since March 1996. Mr.
Holmes is  a  director  of Mitsubishi  International  Corporation,  an  advisory
director  of Ripplewood and a  principal of the Lens  Fund, a private investment
company. From 1986 to 1990, Mr. Holmes  was a Managing Director of the New  York
office  of Onex.  Prior to  that, Mr.  Holmes was  president of  three financial
service companies and a  General Partner of the  predecessor to Lazard Freres  &
Co. LLC.                                                                        

    After  the  Offering is  consummated, the  Company  intends to  increase the
number of directors to nine and to appoint four additional directors to fill the
vacancies so created. The Company has not yet identified any person to fill  any
of the vacancies.                                                               

    All  directors of the Company serve terms  of one year or until the election
of their successor. Officers serve at the pleasure of the Board of Directors.   

    There are  three  committees  of  the  Board  of  Directors:  the  Executive
Committee  (comprised  of  Messrs.  Ciccarelli, Collins  and  Diggs),  the Audit
Committee (comprised of Messrs. Collins, Diggs and Holmes) and the  Compensation
and Benefits Committee (comprised of Messrs. Collins, Diggs and Guerreiro).     

DIRECTORS' COMPENSATION                                                         

    Following  the Offering, each director who is not an employee of the Company
or Ripplewood will  receive an  annual retainer of  $20,000 payable  in Class  A
Common  Shares. Directors  who also are  employees of the  Company or Ripplewood
receive no additional remuneration for serving as directors.                    

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION     
DECISIONS                                                                       

    During 1995,  the  Compensation  and  Benefits Committee  of  the  Board  of
Directors  was comprised of Thomas  M. Begel and Ewout  Heersink, who are former
directors of the Company, and Timothy C. Collins.                               

    During 1993-1995, Mr. Collins and Mr. Heersink were Senior Managing Director
of the New York office and  Chief Financial Officer, respectively, of Onex,  the
former  controlling shareholder of the Company. The Company paid a subsidiary of
Onex  a  fee  of  $93,800,  $225,000  and  $195,000  in  1993,  1994  and  1995,
respectively. In addition, in October 1995 the Company paid a subsidiary of Onex
a  fee  of  $400,000 for  financial  advisory  services in  connection  with the
Dur-O-Wal Acquisition and related financial transactions.                       

    Mr. Collins  is Senior  Managing  Director and  Chief Executive  Officer  of
Ripplewood,  the present controlling  shareholder of the  Company. Since October
1995, the Company  has paid  Ripplewood an  annual management  fee of  $225,000,
payable  on a monthly basis. Following the  Offering, the Company will no longer
pay such management fee to Ripplewood. The Company will pay a fee of $600,000 to
Ripplewood for additional services provided in connection with the Offering  and
related  transactions. In  addition, the  Company reimburses  Ripplewood for the
allocable costs of certain insurance policies  which cover both the Company  and
Ripplewood.  Approximately $175,000 of such costs  were allocated to the Company
for the period October 13, 1995 to October 13, 1996.                            

    The Company paid Mr. Begel a management fee of $156,200 in 1993 and  $25,000
in  each of  1994 and 1995.  Mr. Begel resigned  from the Board  of Directors in
March 1996 and received 1996 management fees of $6,250 prior to his resignation.
Mr. Begel is no longer entitled to a management fee.                            

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EXECUTIVE COMPENSATION                                                          

    The  following table sets forth,  for the year ended  December 31, 1995, the
compensation paid to the Chief Executive Officer and each of the other four most
highly compensated executive officers of  the Company whose total annual  salary
and  bonus  for the  year exceeded  $100,000,  in all  capacities in  which they
served:                                                                         
SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                  LONG-TERM COMPENSATION                         
                                                                             --------------------------------                    
                                                                                                                                 
                                                                               AWARDS                                            
                                                                             -----------        PAYOUTS                          
                                                   ANNUAL COMPENSATION (1)     SHARES     -------------------                    
                                                   ------------------------  UNDERLYING   LONG TERM INCENTIVE      ALL OTHER     
     NAME AND PRINCIPAL POSITION          YEAR       SALARY        BONUS     OPTIONS (2)     PLAN PAYOUTS       COMPENSATION (3) 
--------------------------------------  ---------  -----------  -----------  -----------  -------------------  ------------------
John A. Ciccarelli                                                                                                               
 President and Chief Executive Officer       1995  $   175,529  $   105,000      40,000           --               $    3,000    
Richard L. Braswell                                                                                                              
 Vice President, Finance and Treasurer       1995       93,923       43,000       4,000           --                    2,754    
James C. Stewart                                                                                                                 
 Vice President, Western Division            1995       93,923       43,000       3,000           --                    2,578    
John R. Paine, Jr.                                                                                                               
 Vice President, Sales and Marketing         1995       93,923       40,000       3,000           --                    2,558    
Michael C. Deis                                                                                                                  
 Vice President, Eastern Division            1995       87,362       45,000       3,000           --                    2,407    

------------------------------                                                  
(1)  Mario Catani, the President of Dur-O-Wal, has been employed by the  Company
     since  the  acquisition  of  Dur-O-Wal  by  the  Company  in  October 1995.
     Dur-O-Wal paid  Mr. Catani  a salary  of $127,000  and a  bonus of  $34,000
     during  1995.  During  1996, Dur-O-Wal  will  pay  Mr. Catani  a  salary of
     $132,000 and a bonus which has yet to be determined but which will be based
upon performance against predetermined objectives.                    

(2)  Options to purchase Class A Common Shares were granted under the  Company's
     1995  Stock Option Plan at  an exercise price of  $4.00 per share, the fair
     market value at the time of grant. The Options have a term of ten years and
     generally vest three years  after grant; however, all  of the Options  will
become immediately exercisable upon consummation of the Offering.     

(3)  Employer matching contributions under the Company's Savings (401(k)) Plan. 

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OPTION GRANTS IN 1995                                                           

    The  following table  sets forth information  on the Options  granted to the
named executive officers  in 1995  and the  potential realizable  value of  each
grant:                                                                          

OPTION GRANTS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                                                                                                    POTENTIAL REALIZABLE VALUE
                                NUMBER OF                                                           AT ASSUMED ANNUAL RATES OF
                                 SHARES        % OF TOTAL                                            STOCK PRICE APPRECIATION 
                               UNDERLYING    OPTIONS GRANTED                                           FOR OPTION TERM (3)    
                                 OPTIONS     TO EMPLOYEES IN     EXERCISE                           --------------------------
NAME                           GRANTED (1)     FISCAL YEAR       PRICE (2)      EXPIRATION DATE         5%            10%     
-----------------------------  -----------  -----------------  -------------  --------------------  -----------  -------------
                                                                                                                              
John A. Ciccarelli...........      40,000           62.0%        $    4.00    October 17, 2005      $   687,025  $   1,188,746
Richard L. Braswell..........       4,000            6.2              4.00    October 17, 2005           68,703        118,875
James C. Stewart.............       3,000            4.7              4.00    October 17, 2005           51,527         89,156
John R. Paine, Jr. ..........       3,000            4.7              4.00    October 17, 2005           51,527         89,156
Michael C. Deis..............       3,000            4.7              4.00    October 17, 2005           51,527         89,156

------------------------                                                        
(1)  All  Options granted  in 1995 were  granted under the  Company's 1995 Stock
     Option Plan. By their terms all Options will become immediately exercisable
     upon consummation  of the  Offering. Amounts  are adjusted  to reflect  the
     Recapitalization  and the  Option Adjustment.  See "Description  of Capital
Shares."                                                              

(2)  The exercise price of $4.00 per share is based on the fair market value  of
the Class A Common Shares at the time of grant.                       

(3)  The  5% and 10%  assumed annual compound rates  of stock price appreciation
     from the initial public offering price of $13.00 per share are mandated  by
     the  rules of the  Securities and Exchange Commission  and do not represent
the Company's estimate or projection of future Common Share prices.   

FISCAL YEAR-END OPTION VALUES                                                   

    The following table sets  forth information with respect  to the number  and
value  of  the  unexercised Options  held  by  the named  executive  officers at
December 31, 1995. No Options were exercised by the named executive officers  in
1995.                                                                           

FISCAL YEAR-END OPTION VALUES 

                                                        [Enlarge/Download Table]

                                        NUMBER OF SECURITIES                                    
                                       UNDERLYING UNEXERCISED          VALUE OF UNEXERCISED     
                                             OPTIONS AT              IN-THE-MONEY OPTIONS AT    
                                          DECEMBER 31, 1995           DECEMBER 31, 1995 (1)     
                                    -----------------------------  ---------------------------- 
NAME                                EXERCISABLE/UNEXERCISABLE (2)  EXERCISABLE/UNEXERCISABLE (2)
----------------------------------  -----------------------------  ---------------------------- 
                                                                                                
John A. Ciccarelli................            0/144,000                    $0/1,507,869         
Richard L. Braswell...............            0/12,350                      0/128,161           
James C. Stewart..................            0/18,600                      0/199,180           
John R. Paine, Jr. ...............            0/16,900                      0/180,417           
Michael C. Deis...................            0/18,600                      0/199,180           

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

(1)  Calculated  on  the  basis  of  the fair  market  value  of  the underlying
     securities based  upon the  initial  public offering  price of  $13.00  per
share.                                                                

(2)  All   unexercised   Options  will   become  immediately   exercisable  upon
consummation of the Offering.                                         

PENSION PLAN                                                                    

    The Company's Employees Retirement  Plan provides retirement benefits  based
upon  an  individual participant's  years of  service  and final  average annual
compensation.  Final  average   annual  compensation  is   the  average   annual
compensation  (but not  in excess  of $150,000, which  is the  maximum amount of
compensation on which benefits can accrue under  the law in effect in 1995)  for
the  highest five  consecutive years  of earnings during  the last  ten years of
credited service.  The compensation  covered by  the Employees  Retirement  Plan
includes  wages plus any normal  incentive award or bonus,  but does not include
certain special discretionary bonuses.  Benefits under the Employees  Retirement
Plan  are limited to the  extent required by provisions  of the Internal Revenue
Code of 1986,  as amended, and  the Employee Retirement  Income Security Act  of
1974, as amended. The following table sets forth the                            

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estimated annual retirement benefits under the Employees Retirement Plan payable
on  a straight-life annuity basis to  participants in the specified compensation
and years-of-service categories, assuming continued active service until  normal
retirement age and that the Employees Retirement Plan is in effect at such time.
Benefits  are  not subject  to  deduction for  social  security or  other offset
amounts. Each of the named executive officers has six years of credited  service
under the Employees Retirement Plan.                                            

PENSION PLAN TABLE

                                                        [Enlarge/Download Table]

                                                                               YEARS OF SERVICE                        
                                                       ----------------------------------------------------------------
REMUNERATION                                              10         15         20         25         30         35    
-----------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
                                                                                                                       
$125,000.............................................  $  16,397  $  24,595  $  32,794  $  40,992  $  49,191  $  57,389
 150,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639
 175,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639
 200,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639
 225,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639
 250,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639
 300,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639
 400,000.............................................     19,897     29,845     39,794     49,742     59,691     69,639

INCENTIVE BONUS PROGRAM                                                         

    The  Company's Incentive Bonus  Program provides for  the payment of bonuses
from an annual bonus pool to  salaried employees, including all named  executive
officers  of  the  Company,  selected  by  the  President  of  the  Company  for
participation. The Compensation and Benefits Committee of the Board of Directors
determines the incentive bonus  of the President of  the Company. The amount  of
the  annual  pool is  determined  based upon  the  degree to  which  the Company
achieves certain  targeted  levels of  sales  growth, operating  cash  flow  and
earnings  before  interest  and  taxes  (with the  last  factor  being  the most
significant). Each participating employee's bonus  award is a percentage of  the
participant's  base salary,  determined on  the basis  of (i)  the participant's
level of participation  in the  program, as specified  by the  President of  the
Company,  (ii) the amount  of the pool  for the year  and (iii), in  the case of
those participants  (other  than  executive officers)  for  whom  an  individual
performance  goal is specified, the degree  to which the participant attains the
specified performance goal. Up to 30% of  the bonus of a participant who is  not
an  executive officer may  be based on the  attainment of individual performance
goals.                                                                          

STOCK PLANS                                                                     

    1995 MANAGEMENT STOCK  PURCHASE PLAN.   The Board of  Directors adopted  the
1995  Management Stock Purchase  Plan in October 1995  to provide key management
employees selected by the Board of Directors with the opportunity to purchase up
to a specified maximum number of Class A Common Shares. Nineteen senior managers
(including each of  the named executive  officers of the  Company) purchased  an
aggregate  of 187,050 Class A  Common Shares under the plan  at a price of $4.00
per share. No additional shares are available for sale under the plan.          

    1994 AND  1995 STOCK  OPTION PLANS.    The Company  has granted  Options  to
purchase  an  aggregate  of  208,250  Class  A  Common  Shares  to  19 employees
(including each of the named executive officers of the Company) pursuant to  the
Company's  1994 Stock Option Plan  (the "1994 Plan") and  has granted Options to
purchase an aggregate of 64,500 Class A Common Shares to such employees pursuant
to the Company's 1995 Stock Option  Plan (the "1995 Plan"). The Options  granted
under  the 1994 Plan and the 1995 Plan are not generally exercisable until three
years after the date of  grant; however, all of  the Options granted under  both
plans  will become exercisable  upon consummation of  the Offering in accordance
with the terms of the 1994  Plan and the 1995 Plan.  The term of each Option  is
ten  years and the  exercise price is $1.96  per share (in the  case of the 1994
Plan) and $4.00 per share (in the case of the 1995 Plan). No further Options may
be granted under either the 1994 Plan or the 1995 Plan.                         

    1996 STOCK  OPTION PLAN.   The  1996  Stock Option  Plan (the  "1996  Plan")
permits  the  Compensation  and Benefits  Committee  of the  Company's  Board of
Directors (the "Committee") to grant options to                                 

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purchase Class  A Common  Shares to  officers  and other  key employees  of  the
Company,  including the  named executive officers  of the Company,  on terms and
conditions approved by the  Committee, subject to the  limitations set forth  in
the  1996 Plan. As  of the date  of this Prospectus,  there were eight executive
officers and eleven other key employees who would be eligible to receive options
under the 1996 Plan. The number of  eligible participants may vary from year  to
year. No options have been granted under the 1996 Plan.                         

    The  maximum number  of Class A  Common Shares  that may be  issued upon the
exercise of  the options  granted under  the 1996  Plan is  100,000, subject  to
adjustment  in the event of a change  in the outstanding Common Shares by reason
of  a  share  dividend,   recapitalization,  merger,  consolidation,   split-up,
combination  or  exchange of  shares, or  similar event.  Class A  Common Shares
subject to options which expire or terminate unexercised are again available for
issuance upon the exercise of  options under the 1996  Plan. The Class A  Common
Shares  that may be  issued under the  1996 Plan may  be authorized but unissued
shares or treasury shares.                                                      

    At the  time an  option is  granted, the  Committee will  determine (i)  the
exercise price of the option, which may not be less than the average of the high
and  low sale price of a Class A Common Share on the date the option is granted,
(ii) the period, if any, over which  the option will vest and (iii) the  maximum
term of the option, which may not exceed 10 years from the date of grant. Unless
otherwise  provided  by the  Committee, Class  A Common  Shares issued  upon the
exercise of options will be subject to the Shareholder Agreement.               

    Generally,  an  option  may  be  exercised  only  if  the  holder  has  been
continuously  employed by the Company since  the option was granted; however, at
the time an option is granted, the Committee may specify a period (not to exceed
the remaining term of the option) within which the option may be exercised after
the holder's employment with the Company  terminates. If the Committee does  not
otherwise  determine  at or  after  an option  is  granted (i)  the  option will
terminate at the  time the holder's  employment is terminated,  if the  holder's
employment  is  terminated  for  cause  and  (ii)  if  the  holder's  employment
terminates for any  other reason,  the option  will remain  exercisable, to  the
extent it was exercisable at the time of termination (after giving effect to any
acceleration described below) until the earlier of the end of the option term or
90  days (one  year, if the  termination is as  a result of  the holder's death,
disability or retirement)  after the date  of termination. If  the holder of  an
option dies during a period following termination of employment during which the
option continues to be exercisable, the option will remain exercisable until the
earlier of one year from the date of death or the end of the option term. Unless
the  Committee otherwise determines at the time  an option is granted, an option
which otherwise is not exercisable will become exercisable immediately upon  the
death or disability of the holder, the retirement of the holder from the Company
at  age 65 or older or the occurrence of  a change of control of the Company, as
defined in the 1996 Plan.                                                       

    The exercise price of an option must be paid in full at the time the  option
is exercised in cash or, in the discretion of the Committee, by delivering Class
A  Common Shares already owned  by the holder of the  option with a market value
equal to the exercise price,  by the Company retaining  from the Class A  Common
Shares to be issued upon the exercise of the option shares having a market value
equal  to the exercise price or by any combination of cash, already-owned shares
and/or retained shares.  With the approval  of the Committee,  the holder of  an
option  also may pay any withholding taxes  due upon exercise of the option with
already-owned shares, retained shares or a combination thereof.                 

    The 1996 Plan  will be  administered by the  Committee, which  may make  all
determinations  necessary or desirable  under the Plan. With  the consent of the
holder of an option, the Committee at any time may authorize the payment to  the
holder  in  cancellation of  the option  of  an amount  equal to  the difference
between the fair market value of the Class A Common Shares which may be acquired
upon exercise of the option and the exercise price.                             

    The 1996 Plan will terminate on the tenth anniversary of its effective date.
The Board of Directors may terminate the 1996 Plan at any time and may amend the
1996 Plan from  time to time;  however, any  amendment must be  approved by  the
shareholders    if    necessary   to    comply    with   Rule    16b-3   adopted

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under the  Securities  Exchange  Act  of  1934  or  any  other  applicable  law,
regulation  or stock exchange rule. No amendment or termination of the 1996 Plan
may adversely affect any outstanding option without the consent of the holder of
the option.                                                                     

    Options granted under the 1996 Plan may be incentive stock options  intended
to qualify for the favorable federal tax treatment accorded under Section 422 of
the  Internal Revenue  Code of  1986, as  amended (the  "Code"), or nonstatutory
stock options, as designated by the Committee at the time the option is granted.
No incentive stock  option can  be granted  to an  officer or  key employee  who
possesses at the time of grant more than 10% of the combined voting power of the
Company,  unless the exercise price  of the option is at  least 110% of the fair
market value of the Company's Class A Common Shares on the date of grant and the
option is not exercisable after five years from the date of grant. The aggregate
fair market value of Class A Common Shares with respect to which incentive stock
options are exercisable for the first time by an individual in any calendar year
cannot exceed $100,000 or such other maximum amount permitted by the Code.      

    In general, no federal income  tax is imposed on the  holder at the time  an
incentive  stock  option is  granted  or exercised,  except  to the  extent that
alternative minimum tax results from the exercise of the option. The Company  is
not  entitled to a tax deduction in connection  with the grant or exercise of an
incentive stock option. If the Class  A Common Shares acquired upon exercise  of
an  incentive stock option are  held for more than two  years after grant of the
option and one year after exercise of the option, then any amount realized  upon
the disposition of such shares in excess of the holder's tax basis will be taxed
as long-term capital gain in the year of disposition and the Company will not be
entitled to a tax deduction.                                                    

    If  the Class A Common  Shares acquired upon exercise  of an incentive stock
option are disposed of before the above-described holding periods are satisfied,
the disposition will be a disqualifying disposition resulting in recognition  of
ordinary  income to the holder at the time  of disposition in an amount equal to
the lesser of (i) the excess of the fair market value of the shares at the  time
of exercise over the exercise price paid with respect to the shares, or (ii) the
excess of the amount received, if any, on the disposition of the shares over the
exercise  price. If the  amount realized on  a disqualifying disposition exceeds
the fair market value of the shares at the time the option was exercised,  then,
in addition to recognizing ordinary income, the holder also will recognize long-
or  short-term capital gain to  the extent of the  excess of the amount received
over the fair market value of the Class  A Common Shares at the time the  option
was  exercised. A  disqualifying disposition will  entitle the Company  to a tax
deduction equal to the amount of ordinary income recognized by the holder.      

    No federal  income tax  is imposed  at  the time  a nonstatutory  option  is
granted.  With  certain  exceptions  for  payment  of  the  exercise  price with
already-owned shares,  upon  exercise  of  a  nonstatutory  option,  the  holder
realizes  ordinary income for federal income tax purposes to the extent that the
fair market value  of the Class  A Common Shares  acquired exceeds the  exercise
price of the related option on the date of exercise. In addition, the Company is
entitled  to a deduction for federal income tax purposes at the same time and to
the same extent that  ordinary income is realized  by the holder, provided  that
the Company satisfies the applicable withholding requirements.                  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    Since October 1995, the Company has paid Ripplewood, the present controlling
shareholder  of the Company, a management fee of $225,000 per year, payable on a
monthly basis. The Company will pay Ripplewood a fee of $600,000 at the time the
Offering is completed for  additional services provided  in connection with  the
Offering  and related transactions. The fee paid by the Company to Ripplewood in
connection with the Offering and related transactions may not be on as favorable
terms to  the Company  as could  have been  obtained from  a non-affiliate.  The
Company  has also  agreed to  indemnify Ripplewood  against losses  arising from
Ripplewood's performance of management and financial advisory services on behalf
of the Company. After consummation of  the Offering, the Company will no  longer
pay  a  management  fee  to  Ripplewood.  In  addition,  the  Company reimburses
Ripplewood for the allocable                                                    

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costs of certain insurance policies purchased by Ripplewood which cover both the
Company and Ripplewood. Approximately $175,000  of such costs were allocated  to
the  Company for the period  October 13, 1995 to  October 13, 1996. In addition,
the Company, Ripplewood and  the other current shareholders  of the Company  are
parties  to  the  Shareholder  Agreement  which  contains,  among  other things,
provisions with respect to voting,  transfer of shares and registration  rights.
See  "Principal  and Selling  Shareholders--Shareholders Agreement."  Timothy C.
Collins, Matthew  O. Diggs,  Jr.  and Matthew  M.  Guerreiro, directors  of  the
Company,  are the Senior Managing Director and Chief Executive Officer, Chairman
of the Board and a principal, respectively, of Ripplewood.                      

    From August 1989 to March  18, 1996, Thomas M. Begel  was a director of  the
Company.  The Company paid  Mr. Begel a  management fee of  $156,200 in 1993 and
$25,000 in each of 1994 and 1995. Mr. Begel resigned from the Board of Directors
in March  1996  and  received  1996  management fees  of  $6,250  prior  to  his
resignation. Mr. Begel is no longer entitled to a management fee.               

    From  February  1990 to  October  1995, Mr.  Collins  was a  Senior Managing
Director of the New York office  of Onex, the former controlling shareholder  of
the  Company. The Company paid a subsidiary of Onex a management fee of $93,800,
$225,000 and $195,000  in 1993,  1994 and  1995, respectively.  In addition,  in
October  1995  the Company  paid  a subsidiary  of Onex  a  fee of  $400,000 for
financial advisory services  in connection  with the  Dur-O-Wal Acquisition  and
related financing transactions.                                                 

    The  Company may enter into transactions  with its affiliates in the future.
However, the Company intends to enter into such transactions only at prices  and
on terms it believes are no less favorable to the Company than transactions with
independent third parties. In addition, the Company's debt instruments generally
prohibit  the Company from entering into any such affiliate transaction on other
than arm's-length terms.                                                        

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PRINCIPAL AND SELLING SHAREHOLDERS

    The following table sets forth certain information regarding the  beneficial
ownership of the Common Shares as of May 10, 1996 and as adjusted to reflect the
sale  of  Class A  Common Shares  offered  hereby (assuming  no exercise  of the
Underwriters' over-allotment option)  by: (i) each  person who is  known by  the
Company  to own  beneficially more  than 5%  of the  outstanding Class  A Common
Shares; (ii) each director of the Company; (iii) the Chief Executive Officer  of
the  Company; (iv) the Company's four highest paid executive officers (exclusive
of the Chief Executive Officer); (v) each of the Selling Shareholders; and  (vi)
all  directors  and executive  officers of  the  Company as  a group.  Except as
otherwise noted, to  the Company's  knowledge, the  persons named  in the  table
below  have sole voting and  investment power with respect  to all Common Shares
shown as  beneficially owned  by them.  Except as  otherwise described  in  this
Prospectus,  no Selling  Shareholder has  held any office  or has  had any other
position or  other material  relationship with  the Company  in the  last  three
years.                                                                          

                                                        [Enlarge/Download Table]

                                                              SHARES BENEFICIALLY OWNED                   SHARES BENEFICIALLY OWNED
                                                                                                           AFTER THE OFFERING (1)  
                                                              PRIOR TO THE OFFERING (1)                   -------------------------
                                                             ---------------------------    NUMBER OF      NUMBER OF    NUMBER OF  
                                                              NUMBER OF     PERCENT OF    CLASS A COMMON    CLASS A    CLASS B (2) 
                                                               COMMON      TOTAL COMMON    SHARES BEING     COMMON        COMMON   
NAME                                                           SHARES         SHARES         OFFERED        SHARES        SHARES   
-----------------------------------------------------------  -----------  --------------  --------------  -----------  ------------
                                                                                                                                   
Ripplewood Holdings L.L.C. (3)(4)..........................   2,825,250          72.3%         483,300       534,550     1,522,550 
John Hancock Mutual Life Insurance Company (5).............     499,300          12.8%         499,300        --            --     
The Paul Revere Life Insurance Company (6).................     332,800           8.5%         164,800        --            --     
John A. Ciccarelli (7)(8)..................................     181,500           4.6%          --           181,500        --     
Timothy C. Collins (3)(9)..................................   2,825,250          72.3%          --           534,550     1,522,550 
Matthew O. Diggs, Jr. (10).................................     125,000           3.2%          --           125,000        --     
Matthew M. Guerreiro.......................................      --             --              --            --            --     
Robert B. Holmes...........................................      --             --              --            --            --     
James C. Stewart (7)(11)(12)...............................      24,950         *               --            24,950        --     
Richard L. Braswell (7)(12)(13)............................      15,800         *               --            15,800        --     
John R. Paine, Jr. (7)(12)(14).............................      21,900         *               --            21,900        --     
Michael C. Deis (7)(11)(12)................................      24,950         *               --            24,950        --     
Thomas M. Begel (7)(15)....................................     178,800           4.6%         178,800        --            --     
Michel David-Weill (7)(16).................................      12,900         *               12,900        --            --     
David B. Dillard (7)(16)...................................      30,717         *               30,717        --            --     
Steven Rattner (7)(16).....................................       6,786         *                3,536         3,250        --     
Dod A. Fraser (7)..........................................       9,000         *                9,000        --            --     
Jonathan H. Kagan (7)(16)..................................      10,377         *               10,377        --            --     
Saundra L. Gulley (7)......................................       5,450         *                5,450        --            --     
David McMillan, Jr. (7)(17)................................       5,470         *                5,470        --            --     
Society of the New York Hospital Fund, Inc.(7).............      20,000         *               20,000        --            --     
Pierpont Morgan Library(7).................................       2,850         *                2,850        --            --     
Educational Broadcasting Corporation (Thirteen-WNET)(7)....       5,750         *                5,750        --            --     
Stanley S. Shuman..........................................     125,000           3.2%         125,000        --            --     
Textron Collective Investment Trust (18)...................     332,800           8.5%         168,000        --            --     
All directors and executive officers as a group (19).......   2,950,250          75.5%          --           659,550     1,522,550 



                                                              PERCENT OF                                                           
                                                             TOTAL COMMON                                                          
NAME                                                            SHARES                                                             
-----------------------------------------------------------  -------------                                                         
                                                                                                                                   
Ripplewood Holdings L.L.C. (3)(4)..........................         35.0%                                                          
John Hancock Mutual Life Insurance Company (5).............       --                                                               
The Paul Revere Life Insurance Company (6).................       --                                                               
John A. Ciccarelli (7)(8)..................................          3.1%                                                          
Timothy C. Collins (3)(9)..................................         35.0%                                                          
Matthew O. Diggs, Jr. (10).................................          2.1%                                                          
Matthew M. Guerreiro.......................................       --                                                               
Robert B. Holmes...........................................       --                                                               
James C. Stewart (7)(11)(12)...............................        *                                                               
Richard L. Braswell (7)(12)(13)............................        *                                                               
John R. Paine, Jr. (7)(12)(14).............................        *                                                               
Michael C. Deis (7)(11)(12)................................        *                                                               
Thomas M. Begel (7)(15)....................................       --                                                               
Michel David-Weill (7)(16).................................       --                                                               
David B. Dillard (7)(16)...................................       --                                                               
Steven Rattner (7)(16).....................................        *                                                               
Dod A. Fraser (7)..........................................       --                                                               
Jonathan H. Kagan (7)(16)..................................       --                                                               
Saundra L. Gulley (7)......................................       --                                                               
David McMillan, Jr. (7)(17)................................       --                                                               
Society of the New York Hospital Fund, Inc.(7).............       --                                                               
Pierpont Morgan Library(7).................................       --                                                               
Educational Broadcasting Corporation (Thirteen-WNET)(7)....       --                                                               
Stanley S. Shuman..........................................       --                                                               
Textron Collective Investment Trust (18)...................       --                                                               
All directors and executive officers as a group (19).......         37.1%                                                          

------------------------------                                                  
*  Signifies less than 1%.                                                  

 (1) Beneficial  ownership is  determined in  accordance with  the rules  of the
     Securities and Exchange  Commission and generally  includes sole or  shared
     voting  or investment power with respect to the shares. Includes the number
     of Common Shares  subject to outstanding  Options and Warrants  exercisable
within 60 days.                                                       

 (2) Each  of the Company's Class B Common  Shares is convertible, at the option
of the holder, into one Class A Common Share at any time.             

(3) The address of Ripplewood is 712 Fifth Avenue, New York, NY 10019.        

 (4) Includes, prior to the Offering, 546,650  Class A Common Shares and,  after
     the  Offering,  261,800  Class  A  Common Shares  held  by  parties  to the
     Shareholder Agreement other than Matthew  O. Diggs, Jr., Stanley S.  Shuman
     and the holders of the Senior Notes. Pursuant to the Shareholder Agreement,
     such  shares must be voted in the same  manner as the Class B Common Shares
     held by Ripplewood  and as  to which  the holders  have granted  Ripplewood
     irrevocable  proxies. Also includes 272,750 Class A Common Shares which may
     be acquired upon the exercise of  Options, which shares will be subject  to
the Shareholder Agreement upon issuance.                              

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 (5) Includes  180,250  Class A  Common Shares  which may  be acquired  upon the
     exercise of Warrants. Also includes 38,850  Class A Common Shares held  by,
     and 27,750 Class A Common Shares which may be acquired upon the exercise of
     Warrants  held  by, John  Hancock Life  Insurance  Company of  America. The
     address of John Hancock Mutual Life Insurance Company and John Hancock Life
     Insurance Company of America is  John Hancock Place, 200 Clarendon  Street,
     Boston, Massachusetts 02117. John Hancock Mutual Life Insurance Company and
certain of its affiliates own 60% of each class of the Senior Notes.  

 (6) Includes  83,150  Class A  Common  Shares which  may  be acquired  upon the
     exercise of Warrants. Also  includes 2,600 Class A  Common Shares held  by,
     and 13,850 Class A Common Shares which may be acquired upon the exercise of
     Warrants  held by, The  Paul Revere Protective  Life Insurance Company, and
     7,900 Class A Common Shares held by, and 41,600 Class A Common Shares which
     may be acquired  upon the  exercise of Warrants  held by,  The Paul  Revere
     Variable  Annuity Insurance Company.  Also includes 168,000  Class A Common
     Shares held by  Textron Collective  Investment Trust, an  affiliate of  The
     Paul  Revere Life Insurance Company. The Paul Revere Life Insurance Company
     and certain of its affiliates  own 40% of each  class of the Senior  Notes.
     The  address of  The Paul  Revere Life  Insurance Company,  The Paul Revere
     Protective Life  Insurance Company  and The  Paul Revere  Variable  Annuity
     Insurance  Company is The Paul Revere Investment Management Corporation, 18
Chestnut Street, Worcester, Massachusetts 01608.                      

 (7) Shares are subject to the  voting provisions of the Shareholder  Agreement,
     which  requires that they be voted in the same manner as the Class B Common
     Shares held by  Ripplewood, and  as to  which Ripplewood  has been  granted
irrevocable proxies.                                                  

 (8) Includes  144,000  Class A  Common Shares  which may  be acquired  upon the
     exercise of  Options.  Mr.  Ciccarelli's address  is  721  Richard  Street,
Miamisburg, Ohio 45342.                                               

 (9) Timothy  C. Collins  is the  Senior Managing  Director and  Chief Executive
     Officer of Ripplewood, and the only Common Shares beneficially owned by him
     are the Class B Common Shares held of record by Ripplewood and the Class  A
     Common  Shares as to which Ripplewood  has been granted irrevocable proxies
under the Shareholder Agreement.                                      

(10) The named person  is a  director of  Ripplewood. His  shareholdings in  the
Company do not include Common Shares beneficially owned by Ripplewood.

(11) Includes  18,600  Class A  Common  Shares which  may  be acquired  upon the
exercise of Options.                                                  

(12) The named person is an employee of the Company whose address is 721 Richard
Street, Miamisburg, Ohio 45342.                                       

(13) Includes 12,350  Class A  Common  Shares which  may  be acquired  upon  the
exercise of Options.                                                  

(14) Includes  16,900  Class A  Common  Shares which  may  be acquired  upon the
exercise of Options.                                                  

(15) Mr. Begel was the Chairman of the Board of the Company from 1989 until June
     1994, and thereafter  continued as a  director of the  Company until  March
     1996.  Mr.  Begel's address  is TMB  Industries,  Inc., 980  North Michigan
Avenue, Suite 1000, Chicago, Illinois 60611.                          

(16) Selling Shareholder is a Managing Director of Lazard Freres & Co. LLC,  one
of the Underwriters.                                                  

(17) Selling  Shareholder is a Senior Vice President of Lazard Freres & Co. LLC,
one of the Underwriters.                                              

(18) Also includes  26,200 Class  A Common  Shares and  138,600 Class  A  Common
     Shares which may be acquired upon the exercise of Warrants held by The Paul
     Revere  Life  Insurance Company  and certain  of  its affiliates.  The Paul
     Revere Life  Insurance  Company  is  an  affiliate  of  Textron  Collective
     Investment Trust. The address of Textron Collective Investment Trust is The
     Paul   Revere  Investment  Management   Corporation,  18  Chestnut  Street,
Worcester, Massachusetts 01608.                                       

(19) Includes 237,950  Class A  Common Shares  which may  be acquired  upon  the
     exercise  of Options by certain executive  officers. Includes, prior to the
     Offering, 2,005,850 Common Shares and, after the Offering, 1,522,550 Common
     Shares held of record  by Ripplewood and beneficially  owned by Timothy  C.
     Collins. Includes, prior to the Offering, 237,400 Class A Common Shares and
     34,800  Class A Common  Shares which may  be acquired upon  the exercise of
     Options and, after the Offering, 131,350  Class A Common Shares and  34,800
     Class  A Common Shares which  may be acquired upon  the exercise of Options
     beneficially owned by Timothy C. Collins (and not otherwise included in the
     beneficial share ownership of any other director or executive officer)  due
     to  his control  of the  voting of the  Class A  Common Shares  as to which
     Ripplewood has  been  granted  irrevocable proxies  under  the  Shareholder
Agreement.                                                            

RIPPLEWOOD                                                                      

    Upon  completion of  the Offering, Ripplewood  will own  all the outstanding
Class B Common Shares, representing  approximately 78.8% of the combined  voting
power of the outstanding Common Shares (approximately 72.8% if the Underwriters'
over-allotment  option is  exercised in full).  Ripplewood is  a holding company
founded by Timothy C. Collins to invest, directly and through private investment
funds for  which  it  acts  as  general  partner,  in  leveraged  build-ups  and
acquisitions  sponsored by senior, industrial operating managers affiliated with
Ripplewood. Prior to  forming Ripplewood,  Mr. Collins was  the Senior  Managing
Director  of the New York  office of Onex, an  Ontario corporation listed on the
Toronto and                                                                     

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Montreal Stock Exchanges. An investor group led by a subsidiary of Onex acquired
the Company in August  1989. Ripplewood acquired 50.4%  of the Common Shares  of
the Company from such subsidiary in October 1995 and an additional 0.9% on April
4, 1996.                                                                        

SHAREHOLDER AGREEMENT                                                           

    The  Company and all shareholders who  acquired Common Shares (or Options or
Warrants) prior to the Offering, including the Selling Shareholders, are parties
to the  Shareholder Agreement  which  contains provisions  with respect  to  the
voting,  transfer and registration of the Common Shares held by the parties. The
parties to the  Shareholder Agreement  who will  remain as  shareholders of  the
Company following the Offering have agreed to enter into an Amended and Restated
Shareholder  Agreement  (as so  amended and  restated, the  "Amended Shareholder
Agreement"), effective  immediately  after  the Offering  is  consummated.  Upon
completion  of the  Offering, the parties  to the  Amended Shareholder Agreement
will hold  all  the  Class  B  Common  Shares  and  approximately  9.5%  of  the
outstanding Class A Common Shares.                                              

    Under  the Amended Shareholder Agreement, so long as Ripplewood continues to
hold at least 622,525 Common Shares  (subject to adjustment in certain  events),
all of the parties to the Amended Shareholder Agreement will be required to vote
as  Ripplewood directs to fix  the number of directors  of the Company, to elect
directors  designated  by  Ripplewood  and  to  remove  directors  specified  by
Ripplewood,  and all of the parties  to the Amended Shareholder Agreement (other
than Matthew O. Diggs) will be required  to vote all Common Shares held by  them
in the same manner as Ripplewood votes the Common Shares held by it and to grant
the  person who is the  Senior Managing Director and  Chief Executive Officer of
Ripplewood (currently  Timothy C.  Collins)  an irrevocable  proxy to  vote  the
Common  Shares held by them, except with  respect to (i) matters that would both
adversely affect the rights of the Common Shares held by such parties and  would
treat  such parties  differently than other  holders of Common  Shares, and (ii)
matters as to which a separate class vote of the party is required by law.      

    Under the Amended Shareholder Agreement,  Ripplewood will have the right  to
require, on not more than two occasions (or more if the Common Shares Ripplewood
proposes to sell are cut back by more than 75%), the Company, at its expense, to
register  under the Securities Act all or a portion of the Common Shares held by
Ripplewood. The Amended  Shareholder Agreement  will permit the  parties to  the
agreement  to  require  the  Company, subject  to  certain  marketing  and other
limitations, to register their Common Shares, at the Company's expense, whenever
the Company registers any  of its securities under  the Securities Act,  whether
for  its own account  or otherwise. The Amended  Shareholder Agreement will also
require each  party to  give the  Company and  Ripplewood certain  notices  with
respect  to  proposed sales  and  transfers of  their  Common Shares  and, under
certain circumstances,  to offer  to  Ripplewood the  right to  purchase  Common
Shares which the party otherwise proposes to sell or transfer.                  

    The Amended Shareholder Agreement also provides that if Ripplewood sells 40%
or  more  of  the  Common  Shares  then owned  by  it  in  one  or  more related
transactions, other than in a registered  offering or other sale to the  public,
each  other party to the  Amended Shareholder Agreement (i)  will be entitled to
participate in the sale on  a pro rata basis, if  the party so elects, and  (ii)
will be required to participate in the sale on a pro rata basis (unless the sale
is to an affiliate of Ripplewood), if Ripplewood so requires.                   

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DESCRIPTION OF CAPITAL SHARES 

    Immediately  prior to consummation  of the Offering,  the Company will amend
its amended articles of incorporation (as  so amended, the "Amended Articles  of
Incorporation")  to (i) convert all its currently outstanding Old Class B Common
Shares into Class A Common Shares,  (ii) change its authorized share capital  to
Class  A Common Shares with  one vote per share, Class  B Common Shares with ten
votes per  share  and  preferred  shares,  without  par  value  (the  "Preferred
Shares"),  (iii) split each outstanding Class A  Common Share into fifty Class A
Common Shares and (iv) convert each Class A Common Share held by Ripplewood into
one Class B Common Share (collectively, the "Recapitalization"). In addition, in
order to cause  the Options to  be exercisable for  Class A Common  Shares on  a
basis  consistent with the Company's  capitalization after the Recapitalization,
the Compensation and Benefits  Committee of the Board  of Directors will  adjust
all  of the  outstanding Options  so that each  Option is  exercisable for fifty
times the number  of Class A  Common Shares  for which it  had been  exercisable
immediately  prior to the Recapitalization at  an exercise price per share equal
to one-fiftieth of the exercise price immediately prior to the  Recapitalization
(the "Option Adjustment").                                                      

    The  following summary description  of the capital shares  of the Company is
qualified in  its entirety  by reference  to  the form  of Amended  Articles  of
Incorporation  of the Company and the Code of Regulations of the Company, a copy
of each of which is filed as  an exhibit to the Registration Statement of  which
this Prospectus forms a part.                                                   

    Upon  completion  of  the Offering,  the  authorized capital  shares  of the
Company will consist  of 20,483,300  Class A  Common Shares,  1,522,550 Class  B
Common  Shares and 5,000,000  Preferred Shares and there  will be: (i) 4,086,800
Class A Common  Shares issued  and outstanding,  (ii) 1,522,550  Class B  Common
Shares  issued and outstanding, all  of which will be  held by Ripplewood, (iii)
272,750 Class A  Common Shares  issuable upon  the exercise  of the  outstanding
Options (all of which will become exercisable immediately upon completion of the
Offering)  and (iv) no  Preferred Shares issued  or outstanding. All outstanding
Common Shares are, and  all Common Shares to  be outstanding upon completion  of
the Offering will be, fully paid and nonassessable.                             

COMMON SHARES                                                                   

    The  Amended Articles  of Incorporation  provide for  two classes  of common
shares: Class A Common  Shares and Class  B Common Shares.  The two classes  are
identical  except for  disparity in voting  power and  convertibility. See "Risk
Factors--Control of the Company by Ripplewood; Other Anti-Takeover Provisions." 

    Each Class A Common Share entitles the holder of record to one vote and each
Class B Common Share entitles the holder  of record to ten votes at each  annual
or  special  meeting of  shareholders, in  the  case of  any written  consent of
shareholders and for all  other purposes. The holders  of Class A Common  Shares
and  Class B Common Shares will vote as  a single class on all matters submitted
to a vote of the shareholders, except as otherwise provided by law. The  holders
of Common Shares do not have cumulative voting or preemptive rights.            

    Upon  completion of the Offering, Ripplewood will own all of the outstanding
Class B Common Shares,  representing 78.8% of the  combined voting power of  the
outstanding  Common Shares.  As a result,  Ripplewood will continue  to have the
ability to  elect all  of the  directors of  the Company  and will  continue  to
control  the Company. See  "Risk Factors--Control of  the Company by Ripplewood;
Other Anti-Takeover Provisions." The Class B Common Shares are not being offered
hereby.                                                                         

    Class  B  Common   Shares  convert  into   Class  A  Common   Shares  on   a
share-for-share  basis:  (i) at  any  time at  the  option of  the  holder, (ii)
immediately upon the transfer of Class B Common Shares to any holder other  than
certain  successors  of Ripplewood  or persons  employed  by or  affiliated with
Ripplewood or such  successors as  long as such  persons remain  so employed  or
affiliated or (iii) immediately if Ripplewood or certain of its successors cease
to  hold  at  least 622,525  Class  B  Common Shares  (subject  to proportionate
adjustment   in    the   events    of    any   subdivision    or    combinations

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of the outstanding Common Shares). Upon conversion of Class B Common Shares into
Class  A Common Shares, the  Class B Common Shares  so converted will be retired
and will become authorized but unissued Class A Common Shares.                  

    The holders of Common Shares will be entitled to receive like dividends  and
other  distributions as may be declared thereon by the Board of Directors of the
Company out  of assets  or  funds of  the  Company legally  available  therefor,
subject  to the rights of the holders of  any series of Preferred Shares and any
other provision of the Amended  Articles of Incorporation. The Amended  Articles
of  Incorporation provide  that if  Class A  Common Shares  are paid  on Class A
Common Shares and Class B Common Shares are paid on Class B Common Shares, in an
equal amount per  share of  Class A  Common Shares  and Class  B Common  Shares,
respectively,  such  payment will  be  deemed to  be  a like  dividend  or other
distribution.                                                                   

    The Company is restricted by the  terms of the Amended Credit Facility  from
paying  cash dividends on  its capital shares  and may in  the future enter into
loan or  other agreements  or  issue debt  securities  or preferred  stock  that
restrict  the  payment of  cash dividends  on the  Common Shares.  See "Dividend
Policy"  and  "Description  of  Certain  Indebtedness."  The  Company  does  not
anticipate  declaring and paying cash dividends on the Common Shares at any time
in the near term. The decision as to whether to apply legally available funds to
the payment of  dividends on  the Common  Shares will be  made by  the Board  of
Directors  of the  Company from  time to  time in  the exercise  of its business
judgment, taking  into account,  among other  things, the  Company's results  of
operations  and financial condition,  any then existing  or proposed commitments
for the use by the Company of available funds and the Company's obligations with
respect to any then outstanding class or series of Preferred Shares.            

    In the case of  any split, subdivision,  combination or reclassification  of
Class A Common Shares or Class B Common Shares, the other class of Common Shares
also  will be split, subdivided, combined or  reclassified so that the number of
Class A  Common  Shares  and  Class  B  Common  Shares  outstanding  immediately
following such split, subdivision, combination or reclassification will bear the
same  relationship to each other as that which existed immediately prior to such
action.                                                                         

    In the event of any liquidation,  dissolution or winding up of the  Company,
the holders of Common Shares will be entitled to receive the assets and funds of
the  Company available for  distribution after payments to  creditors and to the
holders of  any  Preferred  Shares of  the  Company  that may  at  the  time  be
outstanding,  in proportion to the number  of shares held by them, respectively,
without regard to class.                                                        

    In the  event  of any  merger,  consolidation, purchase  or  acquisition  of
property or securities, or other reorganization in which any consideration is to
be received by the holders of Common Shares, the holders of each class of Common
Shares will receive the same consideration on a per share basis, except that, if
such  consideration consists in any part of  voting securities (or of options or
warrants to purchase,  or of  securities convertible into  or exchangeable  for,
voting  securities), the holders of Class B  Common Shares may receive, on a per
share basis, voting securities with ten times  the number of votes per share  as
those  voting securities to be received by  the holders of Class A Common Shares
(or  options  or  warrants  to  purchase,  or  securities  convertible  into  or
exchangeable for, voting securities with ten times the number of votes per share
as those voting securities issuable upon exercise of the options or warrants, or
into  which  the  convertible or  exchangeable  securities may  be  converted or
exchanged, received by the holders of Class A Common Shares).                   

    Prior to the date of this  Prospectus, there has been no established  public
trading  market  for the  Common Shares.  The  Class A  Common Shares  have been
approved for listing  on the  New York Stock  Exchange under  the symbol  "DSD,"
subject  to official notice of issuance.  See "Risk Factors--No Prior Market for
Class A Common Shares; Possible Volatility of Price."                           

    American Stock Transfer & Trust Company is the Registrar and Transfer  Agent
for the Class A Common Shares.                                                  

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PREFERRED SHARES                                                                

    There  are no Preferred  Shares outstanding. The Board  of Directors has the
authority, without further action  by the shareholders,  to issue the  Preferred
Shares  in one or more series and  to fix the rights, designations, preferences,
privileges, qualifications, and restrictions thereof, including dividend rights,
conversion rights, terms and rights of redemption, liquidation preferences,  and
sinking  fund terms (any or all  of which may be greater  than the rights of the
Common Shares). The Board of Directors  also has the authority, without  further
action  by the shareholders,  to amend the Amended  Articles of Incorporation to
fix the voting  rights of the  entire class  of Preferred Shares.  The Board  of
Directors,  without  shareholder  approval,  can  issue  Preferred  Shares  with
conversion, voting and other rights which  could adversely affect the rights  of
the holders of Class A Common Shares.                                           

CERTAIN CHARTER PROVISIONS                                                      

    The  Amended Articles  of Incorporation  provide for  indemnification of the
officers and directors of the Company to  the full extent provided in the  OGCL.
The  Amended Articles  of Incorporation also  include certain  provisions of the
OGCL that limit the liability of a  director of the Company for damages for  any
action  the director takes or fails to take as a director unless it is proved by
clear and convincing  evidence in  a court  of competent  jurisdiction that  the
action  or failure to act was undertaken  with deliberate intent to cause injury
to the Company or with reckless disregard for the best interests of the Company.
Neither the OGCL  nor this provision  of the Amended  Articles of  Incorporation
will  exonerate a director from liability  under the federal securities laws nor
will either have any effect on  any non-monetary remedies that may be  available
to the Company or its shareholders.                                             

CERTAIN OHIO LEGISLATION                                                        

    Ohio's  Merger Moratorium Act prohibits an Ohio corporation from engaging in
specified transactions such as a merger, certain asset sales, certain  issuances
of  shares, a liquidation or the like with  a beneficial owner of 10% or more of
the outstanding voting  power of  the corporation during  the three-year  period
following  the date  the person  became the owner  of the  10% interest, unless,
prior to the date the person became the owner of the 10% interest, the specified
transaction or the acquisition  of shares was approved  by the directors of  the
corporation.  After the three-year period, such transactions may be entered into
if approved by the  holders of at  least two-thirds of the  voting power of  the
corporation  (including by the holders of at least a majority of the shares held
by persons other than an interested person, as defined in the statute) or if the
consideration to  be  paid in  the  transaction is  at  least equal  to  certain
specified  amounts. Such  provision will  not be  applicable to  Ripplewood, the
Company's current controlling shareholder.                                      

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SHARES ELIGIBLE FOR FUTURE SALE 

    Upon completion of the  Offering (assuming the Underwriters'  over-allotment
option  is  not  exercised),  the  1,522,550  Class  B  Common  Shares  held  by
Ripplewood, 386,800 Class A Common Shares  held by the Company's management  and
other  shareholders and 272,750 Class A  Common Shares issuable upon exercise of
the Options held  by the Company's  management will continue  to be  "restricted
shares"  as defined in Rule 144 under the Securities Act. Such shares may not be
resold in the absence of registration  under the Securities Act except  pursuant
to  exemptions  from such  registration including,  among others,  the exemption
provided by Rule 144 under the  Securities Act. After the Offering,  Ripplewood,
management  and the other remaining parties to the Amended Shareholder Agreement
will have certain  incidental registration  rights with  respect to  all of  the
Common Shares owned by them or that may be acquired by them, and Ripplewood will
have  two demand registration rights with respect  to the Common Shares owned or
acquired by it. See "Principal and Selling Shareholders--Shareholder Agreement."

    In general, pursuant  to Rule  144 under the  Securities Act,  a person  (or
person  whose shares must  be aggregated) who  has beneficially owned restricted
shares for  at  least  two years,  including  a  person who  may  be  deemed  an
"affiliate"  of the Company,  is entitled to sell  within any three-month period
that number of shares  that does not  exceed the greater of  one percent of  the
then  outstanding Class A  Common Shares or the  reported average weekly trading
volume of  the  then  outstanding Class  A  Common  Shares for  the  four  weeks
preceding  each such  sale. Sales  under Rule  144 also  are subject  to certain
manner of sale restrictions and notice requirements, and to the availability  of
current  public  information  about the  Company.  As  defined in  Rule  144, an
"affiliate" of an issuer  is a person that  directly, or indirectly through  the
usage  of one or more intermediaries, controls, or is controlled by, or is under
common control with, such issuer.                                               

    Rule 701 under the Securities Act permits resales of shares in reliance upon
Rule 144 but without compliance with certain restrictions, including the holding
period requirement,  of Rule  144.  Any employee,  officer  or director  of,  or
consultant  to,  the Company  who  purchased his  or  her shares,  prior  to the
Offering, pursuant to a written compensatory plan or contract may be entitled to
rely on the resale provisions of Rule  701. Rule 701 permits affiliates to  sell
their  Rule 701 shares under Rule 144  without complying with the holding period
requirements of Rule 144. Rule 701 further provides that non-affiliates may sell
such shares in reliance on  Rule 144 without having  to comply with the  holding
period,  public information, volume limitation or notice provisions of Rule 144.
In both cases, a  holder of Rule 701  shares is required to  wait until 90  days
after  the  date the  Registration  Statement (as  hereinafter  defined) becomes
effective before selling such shares.                                           

    The Company, Ripplewood and certain of the Company's other shareholders,  to
the  extent that such shareholders are not  selling Class A Common Shares in the
Offering, have agreed,  subject to  certain exceptions,  not to  sell, offer  to
sell,  contract to sell, grant any option  to purchase, or otherwise dispose of,
directly or indirectly, or announce the offering of any Class A Common Shares or
securities convertible into or  exercisable or exchangeable  for Class A  Common
Shares  other than the Class A Common Shares  offered hereby for a period of 360
days after the date of this Prospectus, without the prior written consent of the
Representatives of the  Underwriters; provided,  however, that  the Company  may
issue:  (i) options pursuant to any  employee stock option plan, stock ownership
plan or dividend  reinvestment plan in  effect on the  date of this  Prospectus,
(ii)  Class A  Common Shares  upon the conversion  or exercise  of securities or
Options outstanding  on  the  date  of  this  Prospectus  (or  issued  upon  the
conversion  or exercise thereof) and (iii) commencing  90 days after the date of
this Prospectus, Class A Common Shares or securities convertible, exercisable or
exchangeable for  Class A  Common Shares  in mergers,  acquisitions or  business
combinations. See "Underwriting."                                               

    No  prediction can be  made as to the  effect, if any,  that future sales of
shares, or the availability of shares for  future sale, will have on the  market
price  of  the Class  A Common  Shares prevailing  from time  to time.  Sales of
substantial numbers of Class A Common  Shares (including shares issued upon  the
exercise  of  Options), or  the perception  that such  sales could  occur, could
adversely affect the prevailing market price  for the Class A Common Shares.  If
such  sales reduce the market price of  the Class A Common Shares, the Company's
ability to raise  additional capital in  the equity markets  could be  adversely
affected.                                                                       

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DESCRIPTION OF CERTAIN INDEBTEDNESS 

    The  summary contained herein  of certain provisions  of the indebtedness of
the Company does not purport to be complete and is qualified in its entirety  by
reference to the provisions of the Amended Credit Facility, which has been filed
as  an exhibit to the Registration Statement  of which this Prospectus is a part
and to which reference is hereby made.                                          

    The Company and  the Banks have  entered into the  Amended Credit  Facility,
conditional upon consummation of the Offering. The Company will pay a commitment
fee  of  $170,000  to the  Banks  in  connection therewith.  The  Amended Credit
Facility provides for (i) the Term Loan and (ii) the Revolving Credit  Facility,
each of which will be secured by substantially all the assets of the Company and
Dur-O-Wal.  Amounts available under the Revolving  Credit Facility will be equal
to the lesser of (i) $37 million or (ii) the sum of (x) 85% of eligible accounts
receivable, (y) 60%  of eligible  inventories and  (z) an  amount of  up to  $12
million  upon closing of the Offering, decreasing in steps to zero on October 1,
1997. At March 29,  1996, if the  Revolving Credit Facility  had been in  place,
$29.7  million would have  been available thereunder, of  which $17.1 million of
borrowings would have  been outstanding.  The Revolving  Credit Facility,  which
terminates  in four years, provides for interest  options based on (a) Bank One,
Dayton, NA's prime  rate or (b)  LIBOR plus  an amount between  1.00% and  2.75%
(LIBOR  plus 1.75% immediately following consummation of the Offering) depending
on the ratio of EBITDA to interest expense and the ratio of total liabilities to
EBITDA. A commitment fee of between 0.125% and 0.50% per annum (0.25% per  annum
immediately  following  consummation of  the Offering)  will  be payable  on the
average unused  amount  depending on  the  level  of EBITDA  and  certain  other
financial  ratios. The principal amount  of the Term Loan  will be the lesser of
$13 million or  70% of  the value  of the Company's  fixed assets,  based on  an
appraisal  of certain assets and  the net book value  of other assets. The Banks
have agreed  that, pending  receipt  of appraisals,  which currently  are  being
conducted,  the principal amount of the Term Loan will be $13 million. If, based
on the appraisals, 70% of the value  of the Company's fixed assets is less  than
$13  million, the Company will  be required to repay to  the Banks the amount of
the difference between such value and $13 million. If the appraised value of the
Company's fixed assets is equal to the depreciated book value of such assets  at
March  29, 1996, the  amount of the  Term Loan, as  adjusted for the appraisals,
will be $12.2 million.  The Term Loan will  be due in full  four years from  its
date  of  issuance  with  mandatory  quarterly  principal  payments  of $812,500
(subject to adjustment if the amount of the Term Loan is reduced as a result  of
the  appraisals of  the Company's fixed  assets) plus interest.  The Company may
choose from various interest rate options with respect to the Term Loan.        

    The  Amended  Credit  Facility  requires  the  Company  to  satisfy  certain
financial  performance  criteria  (including maintaining  a  specified  ratio of
EBITDA to current obligations, a specified ratio of total liabilities to EBITDA,
a specified  net worth  and a  specified tangible  net worth)  and provides  for
certain  customary events of default. The  Amended Credit Facility also contains
covenants and provisions  restricting, among  other things, the  ability of  the
Company to: (i) incur additional indebtedness, (ii) incur liens on its property,
(iii)  merge or consolidate  with or acquire  another person or  engage in other
fundamental changes, (iv) engage  in certain sales of  assets, (v) make  capital
expenditures and (vi) pay dividends or make distributions or prepay, purchase or
redeem indebtedness other than indebtedness under the Amended Credit Facility.  

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UNDERWRITING

    Subject to the terms and conditions set forth in the Underwriting Agreement,
the  Company and the Selling Shareholders have  severally agreed to sell to each
of the Underwriters named below, and each of the Underwriters, for whom  Salomon
Brothers Inc, Lazard Freres & Co. LLC, Robert W. Baird & Co. Incorporated and BT
Securities  Corporation are  acting as  representatives (the "Representatives"),
has severally agreed to purchase from the Company and the Selling  Shareholders,
the number of shares set forth opposite its name below:                         

                                                        [Enlarge/Download Table]

                               UNDERWRITER                                   NUMBER OF SHARES 
--------------------------------------------------------------------------  ------------------
                                                                                              
Salomon Brothers Inc......................................................          875,000   
Lazard Freres & Co. LLC...................................................          875,000   
Robert W. Baird & Co. Incorporated........................................          500,000   
BT Securities Corporation.................................................          250,000   
Alex. Brown & Sons Incorporated...........................................           75,000   
CS First Boston Corporation...............................................           75,000   
Donaldson, Lufkin & Jenrette Securities Corporation.......................           75,000   
A.G. Edwards & Sons, Inc..................................................           75,000   
Merrill Lynch, Pierce, Fenner & Smith Incorporated........................           75,000   
Oppenheimer & Co., Inc....................................................           75,000   
Prudential Securities Incorporated........................................           75,000   
Smith Barney Inc..........................................................           75,000   
Dain Bosworth Incorporated................................................           50,000   
EVEREN Securities, Inc....................................................           50,000   
Fahnestock & Co. Inc......................................................           50,000   
Furman Selz LLC...........................................................           50,000   
McDonald & Company Securities, Inc........................................           50,000   
Raymond James & Associates, Inc...........................................           50,000   
Advest, Inc...............................................................           30,000   
First of Michigan Corporation.............................................           30,000   
Gabelli & Company, Inc....................................................           30,000   
Janney Montgomery Scott Inc...............................................           30,000   
The Ohio Company..........................................................           30,000   
Ragen Mackenzie Incorporated..............................................           30,000   
Burnham Securities Inc....................................................           20,000   
Cleary Gull Reiland & McDevitt Inc........................................           20,000   
Lara, Nehemiah & Associates, Ltd..........................................           20,000   
Natcity Investments, Inc..................................................           20,000   
Roney & Co................................................................           20,000   
Sanders Morris Mundy Inc..................................................           20,000   
                                                                                 ----------   
    Total.................................................................        3,700,000   
                                                                                 ----------   
                                                                                 ----------   

    In the Underwriting Agreement, the several Underwriters have agreed, subject
to  the terms and conditions set forth therein, to purchase all 3,700,000 of the
Class A Common  Shares offered hereby,  if any  such Class A  Common Shares  are
purchased.  In  the event  of  a default  by  any Underwriter,  the Underwriting
Agreement provides that, in certain  circumstances, purchase commitments of  the
non-defaulting  Underwriters may be increased  or the Underwriting Agreement may
be terminated. The Company and the Selling Shareholders have been advised by the
Representatives that the  several Underwriters propose  initially to offer  such
Class  A Common Shares at the public offering  price set forth on the cover page
of this Prospectus, and to certain dealers  at such price less a concession  not
in  excess of $.50 per  share. The Underwriters may  allow, and such dealers may
reallow, a concession not in  excess of $.10 per  share to other dealers.  After
the  initial offering,  the public  offering price  and such  concessions may be
changed.                                                                        

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    The Company  and Ripplewood  have  granted to  the Underwriters  an  option,
exercisable  during  the 30-day  period after  the date  of this  Prospectus, to
purchase up to an aggregate of 555,000  additional Class A Common Shares at  the
public offering price less the underwriting discount set forth on the cover page
of  this Prospectus.  The Underwriters  may exercise  such option  only to cover
over-allotments in the sale of the  Class A Common Shares that the  Underwriters
have  agreed  to purchase.  To the  extent that  the Underwriters  exercise such
option, each  Underwriter  will  have  a firm  commitment,  subject  to  certain
conditions,  to  purchase  a  number  of  option  shares  proportionate  to such
Underwriter's initial commitment.                                               

    Certain Managing Directors and one employee of Lazard Freres & Co. LLC,  one
of  the Representatives,  will be Selling  Shareholders in the  Offering and are
expected to sell  an aggregate of  1.70% of  the Class A  Common Shares  offered
hereby,  assuming that the Underwriters' over-allotment option is not exercised.
See "Principal  and  Selling  Shareholders." Consequently,  in  accordance  with
subsection (c)(7)(C) of Section 44 of the Rules of Fair Practice of the National
Association  of Securities Dealers, Inc., the price  at which the Class A Common
Shares will be  distributed to  the public  must be  established at  a price  no
higher  than that  recommended by  a qualified  independent underwriter. Salomon
Brothers Inc,  one  of the  Representatives,  has  agreed to  act  as  qualified
independent  underwriter, to participate in  the preparation of the registration
statement and  this  Prospectus and  to  exercise  the usual  standards  of  due
diligence  in respect  thereto. Salomon  Brothers Inc  will receive compensation
from the  Underwriters  in the  amount  of $10,000  for  acting as  a  qualified
independent underwriter.                                                        

    The  Representatives have advised  the Company that  the Underwriters do not
intend to  confirm sales  to  accounts over  which they  exercise  discretionary
authority.                                                                      

    The  Company, Ripplewood and certain of the Company's other shareholders, to
the extent that such shareholders are not  selling Class A Common Shares in  the
Offering,  have agreed,  subject to  certain exceptions,  not to  sell, offer to
sell, contract to sell,  grant any option to  purchase or otherwise dispose  of,
directly or indirectly, or announce the offering of any Class A Common Shares or
any  securities  convertible into  or exercisable  or  exchangeable for  Class A
Common Shares other than the Class A  Common Shares offered hereby for a  period
of 360 days after the date of this Prospectus, without the prior written consent
of  the  Representatives; provided,  however, that  the  Company may  issue: (i)
options pursuant to  any employee  stock option  plan, stock  ownership plan  or
dividend  reinvestment plan in effect on the date of this Prospectus, (ii) Class
A Common  Shares  upon the  conversion  or  exercise of  securities  or  Options
outstanding  on the date  of this Prospectus  (or issued upon  the conversion or
exercise  thereof)  and  (iii)  commencing  90  days  after  the  date  of  this
Prospectus,  Class  A Common  Shares or  securities convertible,  exercisable or
exchangeable for  Class A  Common Shares  in mergers,  acquisitions or  business
combinations.                                                                   

    The  Underwriting  Agreement  provides  that  the  Company  and  the Selling
Shareholders  will   indemnify   the  several   Underwriters   against   certain
liabilities,  including liabilities under  the Securities Act,  or contribute to
payments the  Underwriters may  be  required to  make  in respect  thereof.  The
Underwriters  have agreed to reimburse the Company for certain expenses incurred
by the Company in connection with the Offering.                                 

    Prior to the  Offering, there  has been  no public  market for  the Class  A
Common  Shares. The initial public offering price  for the Class A Common Shares
was  determined  by   negotiation  among   the  Company,   Ripplewood  and   the
Representatives.  Among the factors considered in determining the initial public
offering price  were the  earnings  and certain  other financial  and  operating
information  of  the Company  in  recent periods,  the  future prospects  of the
Company and its  industry in general,  the general condition  of the  securities
market  at the  time of  the Offering  and the  market prices  of securities and
certain financial and operating information  of companies engaged in  activities
similar  to those of the  Company. There can, however,  be no assurance that the
prices at which the Class A Common  Shares will sell in the public market  after
the  Offering will not  be lower than  the price at  which they are  sold by the
Underwriters.                                                                   

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    The Company will pay Ripplewood a fee  of $600,000 at the time the  Offering
is  completed for additional  services provided in  connection with the Offering
and related transactions.                                                       

    The Class A Common  Shares have been  approved for listing  on the New  York
Stock Exchange under the symbol "DSD," subject to official notice of issuance.  

LEGAL MATTERS 

    The validity of the Class A Common Shares offered hereby will be passed upon
for  the Company and the  Selling Shareholders by Thompson  Hine & Flory P.L.L.,
Dayton, Ohio. Certain legal matters relating to the Offering will be passed upon
for the Company by Cravath,  Swaine & Moore, New  York, New York. Certain  legal
matters  relating to the  Offering will be  passed upon for  the Underwriters by
Debevoise & Plimpton, New York, New York. Debevoise & Plimpton will rely, as  to
matters of Ohio law, on the opinion of Thompson Hine & Flory P.L.L. From time to
time  Debevoise &  Plimpton has  represented certain  affiliates of  the Company
(such as Ripplewood, Timothy C. Collins and Matthew O. Diggs, Jr.), including in
connection with Ripplewood's acquisition of the Company, and expects to continue
to do so in the future.                                                         

EXPERTS 

    The consolidated financial statements of the Company as of December 31, 1994
and 1995 and for each of the three  years in the period ended December 31,  1995
included   in  this  Prospectus  have  been  audited  by  Arthur  Andersen  LLP,
independent public  accountants,  as  indicated in  their  report  with  respect
thereto,  and are included herein in reliance upon the authority of such firm as
experts in accounting and auditing in giving such reports.                      

    The consolidated statements of  operations and cash  flows of Dur-O-Wal  for
the  year ended December 31, 1994 included  in this Prospectus have been audited
by Altschuler,  Melvoin  and Glasser  LLP,  independent public  accountants,  as
indicated  in  their report  with respect  thereto, and  are included  herein in
reliance upon the authority of such  firm as experts in accounting and  auditing
in giving such report.                                                          

    The  consolidated statements of  operations and cash  flows of Dur-O-Wal for
the years ended December 31, 1992 and 1993 included in this Prospectus have been
audited by Coopers &  Lybrand L.L.P., independent  accountants, as indicated  in
their  report with respect thereto, and are included herein in reliance upon the
authority of such firm as experts in accounting and auditing.                   

    The Company has agreed to indemnify Altschuler, Melvoin and Glasser LLP  for
costs  and  expenses that  Altschuler, Melvoin  and Glasser  LLP might  incur in
successfully defending itself in litigation resulting from the inclusion of  its
report in the registration statement of which this Prospectus forms a part. Such
indemnification,  however, will be null and  void should Altschuler, Melvoin and
Glasser LLP be found by a court to be liable for professional malpractice.      

AVAILABLE INFORMATION 

    The Company  has filed  with  the Securities  and Exchange  Commission  (the
"Commission")   a  Registration   Statement  on  Form   S-1  (the  "Registration
Statement") under the Securities Act for the registration of the Class A  Common
Shares  offered  hereby.  This  Prospectus,  which  constitutes  a  part  of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement, certain  items of  which are contained  in exhibits  and
schedules   to  the  Registration  Statement  as  permitted  by  the  rules  and
regulations of  the Commission.  For  further information  with respect  to  the
Company  and the Class A Common Shares  offered hereby, reference is made to the
Registration Statement, including the exhibits thereto, and financial statements
and notes filed as a part thereof.                                              

    Statements made in this Prospectus  concerning the contents of any  contract
or  other  document are  not  necessarily complete.  With  respect to  each such
contract or  other document  filed with  the  Commission as  an exhibit  to  the
Registration  Statement, reference  is made to  the exhibit for  a more complete

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description of the  matter involved,  and each  such statement  shall be  deemed
qualified  in its entirety by such reference. The Registration Statement and the
exhibits and schedules thereto filed by  the Company with the Commission may  be
inspected  at the  public reference facilities  maintained by  the Commission at
Judiciary Plaza, 450  Fifth Street,  N.W., Washington,  D.C. 20549,  and at  the
regional  offices of the Commission located at 7 World Trade Center, Suite 1300,
New York, New York 10048  and at 500 West  Madison Street, Suite 1400,  Chicago,
Illinois  60661.  Copies  of such  materials  may  be obtained  from  the Public
Reference Section of the  Commission, Judiciary Plaza,  450 Fifth Street,  N.W.,
Washington, D.C. 20549, at prescribed rates.                                    

    As  a  result  of the  Offering,  the  Company will  become  subject  to the
informational requirements of the  Securities Exchange Act  of 1934, as  amended
(the  "Exchange  Act").  So long  as  the  Company is  subject  to  the periodic
reporting requirements of  the Exchange  Act, it  will continue  to furnish  the
reports  and other information  required thereby to  the Commission. The Company
intends to furnish  holders of  the Class A  Common Shares  with annual  reports
containing,  among other information, audited  financial statements certified by
an independent public accounting firm and quarterly reports containing unaudited
condensed financial  information for  the first  three quarters  of each  fiscal
year. The Company also intends to furnish such other reports as it may determine
or as may be required by law.                                                   

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INDEX TO FINANCIAL STATEMENTS 

                                                        [Enlarge/Download Table]

                                                                                                               PAGE   
                                                                                                             ---------
                                                                                                                      
Dayton Superior Corporation and Subsidiaries:                                                                         
  Report of Independent Public Accountants.................................................................        F-2
  Consolidated Balance Sheets as of December 31, 1994 and 1995.............................................        F-3
  Consolidated Statements of Operations for the years ended December 31, 1993, 1994 and 1995...............        F-4
  Consolidated Statements of Shareholders' Equity for the years ended December 31, 1993, 1994 and 1995.....        F-5
  Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1994 and 1995...............        F-6
  Notes to Consolidated Financial Statements...............................................................        F-7
  Consolidated Balance Sheet as of December 31, 1995 and March 29, 1996 (unaudited)........................       F-20
  Consolidated Statements of Operations for the three fiscal months ended March 31, 1995 and March 29, 1996           
   (unaudited).............................................................................................       F-21
  Consolidated Statements of Cash Flows for the three fiscal months ended March 31, 1995 and March 29, 1996           
   (unaudited).............................................................................................       F-22
  Notes to Consolidated Financial Statements (unaudited)...................................................       F-23
Dur-O-Wal, Inc. and Subsidiary:                                                                                       
  Reports of Independent Accountants.......................................................................       F-24
  Consolidated Statements of Operations for the years ended December 31, 1992, 1993, and 1994..............       F-26
  Consolidated Statements of Cash Flows for the years ended December 31, 1992, 1993, and 1994..............       F-27
  Notes to Consolidated Financial Statements...............................................................       F-28
  Consolidated Statements of Income for the periods January 1 through October 15, 1994 and 1995                       
   (unaudited).............................................................................................       F-31
  Consolidated Statements of Cash Flows for the periods January 1 through October 15, 1994 and 1995                   
   (unaudited).............................................................................................       F-32
  Notes to Consolidated Financial Statements (unaudited)...................................................       F-33

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of Dayton Superior Corporation:                             

    We  have  audited the  accompanying  consolidated balance  sheets  of Dayton
Superior Corporation (an Ohio corporation)  and Subsidiaries as of December  31,
1994   and  1995,  and  the   related  consolidated  statements  of  operations,
shareholders' equity and cash flows  for each of the  three years in the  period
ended  December 31, 1995.  These financial statements  are the responsibility of
the Company's management. Our responsibility is  to express an opinion on  these
financial statements based on our audits.                                       

    We  conducted  our audits  in  accordance with  generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.          

    In  our opinion, the financial statements  referred to above present fairly,
in all material respects, the financial position of Dayton Superior  Corporation
and  Subsidiaries as  of December 31,  1994 and  1995, and the  results of their
operations and their cash flows for each of the three years in the period  ended
December 31, 1995 in conformity with generally accepted accounting principles.  

                                                             ARTHUR ANDERSEN LLP

Dayton, Ohio                                                                    
February 10, 1996 (except with respect to the matters discussed in Note 10      
as to which the date is June 18, 1996).         

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS 
AS OF DECEMBER 31, 1994 AND 1995
ASSETS

                                                        [Enlarge/Download Table]

                                                                                          1994       1995    
                                                                                        ---------  --------- 
                                                                                            (AMOUNTS IN      
                                                                                             THOUSANDS,      
                                                                                            EXCEPT SHARE     
                                                                                              AMOUNTS)       
                                                                                                             
CURRENT ASSETS:                                                                                              
  Cash.................................................................................      $464       $643 
  Accounts receivable, net of allowance for                                                                  
   doubtful accounts of $764 and $708 (Note 4).........................................     9,089     11,724 
  Inventories (Notes 2 and 4)..........................................................     9,724     12,392 
  Rental equipment, net (Note 2).......................................................       847      1,235 
  Prepaid expenses.....................................................................       507        474 
  Prepaid income taxes.................................................................        --        436 
  Future income tax benefits (Note 7)..................................................        --      1,393 
                                                                                        ---------  --------- 
    Total current assets...............................................................    20,631     28,297 
                                                                                        ---------  --------- 
PROPERTY, PLANT AND EQUIPMENT (Note 2):                                                                      
  Land.................................................................................       496        932 
  Building and improvements............................................................     5,263      8,209 
  Machinery and equipment..............................................................    11,835     18,419 
                                                                                        ---------  --------- 
                                                                                           17,594     27,560 
  Less accumulated depreciation........................................................    (8,022)   (10,000)
                                                                                        ---------  --------- 
      Net property, plant and equipment................................................     9,572     17,560 
                                                                                        ---------  --------- 
GOODWILL AND INTANGIBLE ASSETS,                                                                              
 net of accumulated amortization (Note 2)..............................................    42,130     57,734 
OTHER ASSETS...........................................................................        38        269 
                                                                                        ---------  --------- 
    Total assets....................................................................... $  72,371  $ 103,860 
                                                                                        ---------  --------- 
                                                                                        ---------  --------- 

LIABILITIES AND SHAREHOLDERS' EQUITY

                                                        [Enlarge/Download Table]
                                                                                                             
CURRENT LIABILITIES:                                                                                         
  Current portion of long-term debt (Note 4)...........................................       $--        $32 
  Accounts payable.....................................................................     6,391      8,043 
  Amounts due to former shareholder (Note 5)...........................................        --      1,000 
  Accrued interest.....................................................................         4      2,063 
  Accrued compensation and benefits....................................................     3,251      3,889 
  Other accrued liabilities............................................................     1,624      2,987 
  Income taxes payable.................................................................       174         -- 
                                                                                        ---------  --------- 
    Total current liabilities..........................................................    11,444     18,014 
LONG-TERM DEBT (Note 4)................................................................    24,448     52,980 
DEFERRED INCOME TAXES (Note 7).........................................................        --      2,781 
OTHER LONG-TERM LIABILITIES............................................................     1,969      2,600 
                                                                                        ---------  --------- 
    Total liabilities..................................................................    37,861     76,375 
                                                                                        ---------  --------- 
COMMITMENTS AND CONTINGENCIES (Note 8)                                                                       
REDEEMABLE PREFERRED SHARES (Note 5)...................................................     6,836         -- 
                                                                                        ---------  --------- 
SHAREHOLDERS' EQUITY:                                                                                        
  Class A Common shares; no par value; 20,000,000 shares authorized; 2,040,000 and                           
   2,804,500 shares issued; and 2,038,000 and 2,802,500 shares outstanding.............    14,554     17,483 
  Class B Common shares; no par value; 15,000,000 shares authorized; 873,400 and                             
   485,500 shares issued and outstanding...............................................     1,714      1,942 
  Cumulative foreign currency translation adjustment...................................      (157)      (139)
  Excess pension liability (Note 6)....................................................      (295)       (50)
  Retained earnings....................................................................    11,939      8,330 
  Treasury shares, Class A Common, 2,000 shares, at cost...............................       (81)       (81)
                                                                                        ---------  --------- 
    Total shareholders' equity.........................................................    27,674     27,485 
                                                                                        ---------  --------- 
      Total liabilities and shareholders' equity....................................... $  72,371  $ 103,860 
                                                                                        ---------  --------- 
                                                                                        ---------  --------- 

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

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS 
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995

                                                        [Enlarge/Download Table]

                                                                              1993        1994         1995     
                                                                           ----------  -----------  ----------- 
                                                                           (AMOUNTS IN THOUSANDS, EXCEPT SHARE  
                                                                                  AND PER SHARE AMOUNTS)        
                                                                                                                
NET SALES.................................................................    $75,154      $82,341      $92,802 
COST OF SALES.............................................................     55,427       58,011       63,990 
                                                                           ----------  -----------  ----------- 
  Gross profit............................................................     19,727       24,330       28,812 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES..............................     15,871       18,027       20,189 
                                                                           ----------  -----------  ----------- 
  Income from operations..................................................      3,856        6,303        8,623 
OTHER EXPENSES:                                                                                                 
  Interest expense, net...................................................     10,118        6,017        4,231 
  Other, net..............................................................         --          873           (3)
                                                                           ----------  -----------  ----------- 
  Income (loss) before income taxes and extraordinary item................     (6,262)        (587)       4,395 
PROVISION (BENEFIT) FOR INCOME TAXES......................................        (89)          95          690 
                                                                           ----------  -----------  ----------- 
  Income (loss) before extraordinary item.................................     (6,173)        (682)       3,705 
EXTRAORDINARY ITEM--                                                                                            
  Gain on forgiveness of debt, net of income tax effect of $92 (Note 3)...         --       31,354           -- 
                                                                           ----------  -----------  ----------- 
  Net income (loss).......................................................     (6,173)      30,672        3,705 
Dividends on Redeemable Preferred Shares..................................         --         (361)        (470)
Accretion on Redeemable Preferred Shares..................................         --         (136)        (192)
Redemption of Redeemable Preferred Shares in excess of book value.........         --           --       (2,972)
                                                                           ----------  -----------  ----------- 
Net income (loss) available to common shareholders........................    $(6,173)     $30,175          $71 
                                                                           ----------  -----------  ----------- 
                                                                           ----------  -----------  ----------- 
Income (loss) per share before extraordinary item.........................    $(65.46)      $(0.58)       $0.02 
Extraordinary item per share..............................................         --        15.51           -- 
                                                                           ----------  -----------  ----------- 
Net income (loss) per share...............................................    $(65.46)      $14.93        $0.02 
                                                                           ----------  -----------  ----------- 
                                                                           ----------  -----------  ----------- 
Weighted average common and common equivalent shares outstanding..........     94,304    2,020,717    3,558,908 
                                                                           ----------  -----------  ----------- 
                                                                           ----------  -----------  ----------- 

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

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY 
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995

                                                        [Enlarge/Download Table]

                                                                                                        CUMULATIVE               
                                           CLASS A                 CLASS B                                FOREIGN                
                                        COMMON SHARES           COMMON SHARES                            CURRENCY       EXCESS   
                                    ----------------------  ----------------------    SUBSCRIPTIONS     TRANSLATION     PENSION  
                                     SHARES      AMOUNT      SHARES      AMOUNT        RECEIVABLE       ADJUSTMENT     LIABILITY 
                                    ---------  -----------  ---------  -----------  -----------------  -------------  -----------
                                                     (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)                  
                                                                                                                                 
Balances, December 31, 1992.......     40,000   $  10,000      10,000         $--             $--      $       (83  )        $-- 
Net loss..........................                                                                                               
Foreign currency translation                                                                                                     
 adjustment.......................                                                                             (33  )            
Excess pension liability                                                                                                         
 adjustment.......................                                                                                          (150)
Reclassification of notes                                                                                                        
 receivable from stock issuance...                                                           (268    )                           
                                    ---------  -----------  ---------  -----------         ------           ------    -----------
Balances, December 31, 1993.......     40,000      10,000      10,000          --            (268    )        (116  )       (150)
Net income........................                                                                                               
Foreign currency translation                                                                                                     
 adjustment.......................                                                                             (41  )            
Excess pension liability                                                                                                         
 adjustment.......................                                                                                          (145)
Cancellation of notes receivable                                                                                                 
 from stock issuance..............                                                            268                                
Issuance of Common Shares and                                                                                                    
 warrants in exchange for debt,                                                                                                  
 net of issuance costs (Note 3)...         --         554     863,400       1,714                                                
Dividends on Redeemable Preferred                                                                                                
 Class A Shares, $7.22 per                                                                                                       
 share............................                                                                                               
Accretion on Redeemable Preferred                                                                                                
 Class B Shares...................                                                                                               
Issuance of Common Shares for                                                                                                    
 cash.............................  2,000,000       4,000                                                                        
                                    ---------  -----------  ---------  -----------         ------           ------    -----------
Balances, December 31, 1994.......  2,040,000      14,554     873,400       1,714              --             (157  )       (295)
Net income........................                                                                                               
Foreign currency translation                                                                                                     
 adjustment.......................                                                                              18               
Excess pension liability                                                                                                         
 adjustment.......................                                                                                           245 
Dividends on Redeemable Preferred                                                                                                
 Class A Shares, $9.40 per                                                                                                       
 share............................                                                                                               
Accretion on Redeemable Preferred                                                                                                
 Class B Shares...................                                                                                               
Acquisition of Common Shares (Note                                                                                               
 5)...............................                           (873,400)     (1,714 )                                              
Redemption of Redeemable Preferred                                                                                               
 Shares (Note 5)..................                                                                                               
Issuance of Common Shares for                                                                                                    
 cash, net of issuance costs......    764,500       2,929     485,500       1,942                                                
                                    ---------  -----------  ---------  -----------         ------           ------    -----------
Balances, December 31, 1995.......  2,804,500  $   17,483     485,500  $    1,942             $--      $      (139  )       $(50)
                                    ---------  -----------  ---------  -----------         ------           ------    -----------
                                    ---------  -----------  ---------  -----------         ------           ------    -----------



                                       RETAINED         TREASURY SHARES                                                          
                                       EARNINGS                                                                                  
                                     (ACCUMULATED   ------------------------                                                     
                                       DEFICIT)       SHARES       AMOUNT       TOTAL                                            
                                    --------------  -----------  -----------  ---------                                          

                                                                                                                                 
Balances, December 31, 1992.......  $    (12,063  )        350   $      (78 ) $  (2,224)                                         
Net loss..........................        (6,173  )                              (6,173)                                         
Foreign currency translation                                                                                                     
 adjustment.......................                                                  (33)                                         
Excess pension liability                                                                                                         
 adjustment.......................                                                 (150)                                         
Reclassification of notes                                                                                                        
 receivable from stock issuance...                                                 (268)                                         
                                    --------------       -----          ---   ---------                                          
Balances, December 31, 1993.......       (18,236  )        350          (78 )    (8,848)                                         
Net income........................        30,672                                 30,672                                          
Foreign currency translation                                                                                                     
 adjustment.......................                                                  (41)                                         
Excess pension liability                                                                                                         
 adjustment.......................                                                 (145)                                         
Cancellation of notes receivable                                                                                                 
 from stock issuance..............                       1,650           (3 )       265                                          
Issuance of Common Shares and                                                                                                    
 warrants in exchange for debt,                                                                                                  
 net of issuance costs (Note 3)...                                                2,268                                          
Dividends on Redeemable Preferred                                                                                                
 Class A Shares, $7.22 per                                                                                                       
 share............................          (361  )                                (361)                                         
Accretion on Redeemable Preferred                                                                                                
 Class B Shares...................          (136  )                                (136)                                         
Issuance of Common Shares for                                                                                                    
 cash.............................                                                4,000                                          
                                    --------------       -----          ---   ---------                                          
Balances, December 31, 1994.......        11,939         2,000          (81 )    27,674                                          
Net income........................         3,705                                  3,705                                          
Foreign currency translation                                                                                                     
 adjustment.......................                                                   18                                          
Excess pension liability                                                                                                         
 adjustment.......................                                                  245                                          
Dividends on Redeemable Preferred                                                                                                
 Class A Shares, $9.40 per                                                                                                       
 share............................          (470  )                                (470)                                         
Accretion on Redeemable Preferred                                                                                                
 Class B Shares...................          (192  )                                (192)                                         
Acquisition of Common Shares (Note                                                                                               
 5)...............................        (3,680  )                              (5,394)                                         
Redemption of Redeemable Preferred                                                                                               
 Shares (Note 5)..................        (2,972  )                              (2,972)                                         
Issuance of Common Shares for                                                                                                    
 cash, net of issuance costs......                                                4,871                                          
                                    --------------       -----          ---   ---------                                          
Balances, December 31, 1995.......  $      8,330         2,000   $      (81 ) $  27,485                                          
                                    --------------       -----          ---   ---------                                          
                                    --------------       -----          ---   ---------                                          

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

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995

                                                        [Enlarge/Download Table]

                                                                                             1993         1994          1995     
                                                                                          ----------  ------------  ------------ 
                                                                                                  (AMOUNTS IN THOUSANDS)         
                                                                                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                            
  Net income (loss)...................................................................... $   (6,173)      $30,672        $3,705 
  Adjustments to reconcile net income (loss) to net cash provided by (used in) operating                                         
   activities:                                                                                                                   
    Extraordinary gain on forgiveness of debt............................................         --       (31,354)           -- 
    Depreciation.........................................................................      1,914         2,194         2,777 
    Amortization of goodwill and intangibles.............................................      1,303         1,305         1,491 
    Deferred income taxes................................................................         --            --          (120)
    Amortization of debt discount and deferred financing costs...........................        582           385           409 
    Loss (gain) on sales of assets.......................................................        (71)           16           (17)
Change in assets and liabilities, net of effects of acquisition of Dur-O-Wal, Inc. and                                           
 Subsidiary:                                                                                                                     
    Accounts receivable..................................................................     (1,291)       (1,580)          206 
    Inventories..........................................................................       (309)       (1,692)       (1,175)
    Prepaid income taxes and income taxes payable........................................       (138)          224          (473)
    Accounts payable.....................................................................        538         2,038          (425)
    Accrued liabilities..................................................................      6,862        (9,954)        1,989 
    Other, net...........................................................................       (714)          170          (141)
                                                                                          ----------  ------------  ------------ 
      Net cash provided by (used in) operating activities................................      2,503        (7,576)        8,226 
                                                                                          ----------  ------------  ------------ 
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                            
  Property, plant and equipment additions, net...........................................     (1,647)       (2,082)       (2,730)
  Proceeds from sales of assets..........................................................         30             7            37 
  Acquisition of Dur-O-Wal, Inc. and Subsidiary, net of cash acquired (Note 1)...........         --            --       (23,628)
                                                                                          ----------  ------------  ------------ 
      Net cash used in investing activities..............................................     (1,617)       (2,075)      (26,321)
                                                                                          ----------  ------------  ------------ 
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                            
  Dividends paid on Redeemable Preferred Shares..........................................         --          (361)         (470)
  Repayments of long-term debt...........................................................         --       (23,369)          (98)
  Issuance of long-term debt.............................................................         --        24,414        28,594 
  Issuance of Common Shares and warrants.................................................         --         4,554         4,871 
  Financing costs and fees...............................................................         --        (1,326)         (247)
  Acquisition of Common Shares...........................................................         --            --        (4,394)
  Redemption of Redeemable Preferred Shares..............................................         --            --       (10,000)
                                                                                          ----------  ------------  ------------ 
      Net cash provided by financing activities..........................................         --         3,912        18,256 
                                                                                          ----------  ------------  ------------ 
EFFECT OF EXCHANGE RATE CHANGES ON CASH..................................................        (33)          (41)           18 
                                                                                          ----------  ------------  ------------ 
      Net increase (decrease) in cash....................................................        853        (5,780)          179 
CASH, beginning of year..................................................................      5,391         6,244           464 
                                                                                          ----------  ------------  ------------ 
CASH, end of year........................................................................     $6,244          $464          $643 
                                                                                          ----------  ------------  ------------ 
                                                                                          ----------  ------------  ------------ 

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

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 

(1) THE COMPANY                                                                 
    The  accompanying consolidated financial statements  include the accounts of
Dayton Superior Corporation and its  wholly owned subsidiaries, Dayton  Superior
Canada  Ltd.  and  commencing  as  of October  16,  1995,  Dur-O-Wal,  Inc., and
Dur-O-Wal Limited (collectively referred to  as the "Company"). All  significant
intercompany transactions have been eliminated.                                 

    The Company operates in one segment, manufacturing and distributing concrete
and  masonry accessories. The Company is the largest North American manufacturer
and distributor  of specialized  metal accessories  used primarily  in  concrete
construction and masonry construction. The Company's products are used primarily
in  two segments of the construction industry: non-residential building projects
such  as  institutional   buildings,  retail  sites,   commercial  offices   and
manufacturing facilities; and infrastructure projects such as highways, bridges,
utilities, water and waste treatment facilities and airport runways. The Company
believes that its distribution system is the largest in its industry, consisting
of  a network of 22 Company-operated  service/distribution centers in the United
States and Canada and over 3,000 customers, including stocking dealers, brokers,
rebar  fabricators,   precast   concrete  manufacturers   and   concrete   block
manufacturers.  The Company  employs approximately  240 salaried  and 470 hourly
personnel, of whom  approximately 300 of  the hourly personnel  and five of  the
salaried  personnel  are represented  by labor  unions. A  collective bargaining
agreement expiring in 1996 covers five salaried employees at the Company's Santa
Fe Springs facility.                                                            

    As of  December  31, 1994,  Dayton  Superior Corporation  was  a  52%-owned,
indirect  subsidiary of Onex Corporation ("Onex"), an Ontario corporation listed
on the Toronto and Montreal Stock Exchanges. During October 1995, 98% of  Onex's
shares   in  the  Company   were  transferred  to   Ripplewood  Holdings  L.L.C.
("Ripplewood"). Ripplewood holds 50.4% of the common shares of the Company as of
December 31, 1995. Onex is a minority shareholder of Ripplewood.                

    On October 16, 1995, the Company purchased all of the outstanding shares  of
Dur-O-Wal, Inc., a Chicago-area based manufacturer of masonry wall reinforcement
products  with seven  manufacturing and  distribution facilities  throughout the
United  States  and  Canada.  Sales  are  made  principally  to  masonry   block
manufacturers  and wholesalers of masonry materials throughout the United States
and Canada. The purchase price of $21,875, plus acquisition costs of $1,766, was
financed by draws on the line of credit, which aggregated $8,641, and new Senior
Promissory Notes  of  $15,000. The  acquisition  has  been accounted  for  as  a
purchase,  and  the results  of  Dur-O-Wal, Inc.  and  its subsidiary  have been
included in the accompanying consolidated financial statements since the date of
acquisition. The cost  of the  acquisition has been  allocated on  the basis  of
appraised  fair value  of the assets  acquired and  liabilities assumed. Certain
appraisals and evaluations are preliminary estimates and may change during 1996.
In management's opinion, the preliminary allocation of the purchase price is not
expected to differ materially from the final allocation.                        

                                                                [Download Table]
                                                                              
Cash..............................................................        $13 
Other current assets..............................................      5,948 
Property, plant and equipment.....................................      7,620 
Other assets......................................................        267 
Goodwill..........................................................     17,167 
                                                                    --------- 
  Total assets acquired...........................................     31,015 
Liabilities assumed...............................................     (7,374)
                                                                    --------- 
  Net assets acquired.............................................  $  23,641 
                                                                    --------- 
                                                                    --------- 

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 

(1) THE COMPANY (CONTINUED)                                                     
    The unaudited consolidated  results of operations  on a pro  forma basis  as
though  Dur-O-Wal, Inc.  had been acquired  as of  the beginning of  1994 are as
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                                        1994         1995     
                                                                     -----------  ----------- 
                                                                                              
Net sales........................................................... $   106,965  $   113,695 
Gross profit........................................................      30,421       33,718 
Income before extraordinary item....................................         487        3,404 
Income (loss) before extraordinary item available for common                                  
 shareholders.......................................................         (10)        (230)
Income (loss) per share before extraordinary item...................       (0.00)       (0.08)

    The pro forma financial information is presented for informational  purposes
only  and is not necessarily indicative of the operating results that would have
occurred had the Dur-O-Wal,  Inc. acquisition been consummated  as of the  above
date, nor are they necessarily indicative of future operating results.          

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

(a)  INVENTORIES--Substantially  all  finished products  and  raw  materials are
    stated at the lower of last-in, first-out ("LIFO") cost (which  approximates
    current  cost)  or market.  The net  realizable  value reserves  reflect the
    Company's best estimate of the excess of the cost of potential obsolete  and
    slow moving inventory over the expected net realizable value. The reserve is
    measured  by taking an analysis of inventory  with low sales during the year
    and comparing  the  net realizable  value  of  these items  to  their  cost.
    Following  is a summary of the components  of inventories as of December 31,
    1994 and  1995, net  of net  realizable  value reserves  of $368  and  $770,
respectively:                                                           

                                                        [Enlarge/Download Table]

                                                                           1994       1995   
                                                                         ---------  ---------
                                                                                             
Raw materials........................................................... $   2,145     $2,562
Finished goods..........................................................     7,579      9,830
                                                                         ---------  ---------
                                                                             9,724     12,392
LIFO Reserve............................................................        --         --
                                                                         ---------  ---------
                                                                         $   9,724  $  12,392
                                                                         ---------  ---------
                                                                         ---------  ---------

(b)  PROPERTY, PLANT AND EQUIPMENT--Property, plant  and equipment are valued at
    cost and depreciated over their  estimated useful lives using  straight-line
  and accelerated methods. Following is a summary of estimated useful lives:

                                                                [Download Table]
                                                                            
Building and improvements......................................  10-20 years
Machinery and equipment........................................   5-10 years

    Leasehold  improvements are  amortized over  the lesser  of the  term of the
    lease or  the estimated  useful life  of the  improvement. Improvements  and
    replacements are capitalized, while expenditures for maintenance and repairs
are charged to expense as incurred.                                     

(c) RENTAL EQUIPMENT--Rental equipment is manufactured by the Company for resale
    and  for rent to others on a short-term basis. Rental equipment is amortized
    over  the  estimated  useful  life  of  the  equipment,  six  years,  on  an
    accelerated  method. The balances as of December  31, 1994 and 1995, are net
    of accumulated  amortization  of  $1,161 and  $1,438,  respectively.  Annual
    amortization  is charged to cost of  sales. Rental revenues account for less
than 10% of the Company's net sales.                                    

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                      
(d) INCOME  TAXES--Deferred  income taxes  are  determined by  applying  current
    statutory  tax  rates to  the cumulative  temporary differences  between the
    carrying value of  assets and  liabilities for financial  reporting and  tax
purposes.                                                               

(e)  GOODWILL AND INTANGIBLE ASSETS--Goodwill and intangible assets are recorded
    at the date of acquisition at their allocated cost. Amortization is provided
over the estimated useful lives of the assets as disclosed below:       

                                                        [Enlarge/Download Table]

                                                                  ACCUMULATED                     
                                                                 AMORTIZATION         BALANCE AT  
                                 AMORTIZATION     ORIGINAL    (STRAIGHT-LINE) AT     DECEMBER 31, 
DESCRIPTION                      PERIOD-YEARS       COST       DECEMBER 31, 1995         1995     
-----------------------------  -----------------  ---------  ---------------------  --------------
                                                                                                  
Goodwill.....................             40      $  64,207        $  (7,634)         $   56,573  
Deferred financing costs.....            3-8          1,287             (250)              1,037  
License agreement and                                                                             
 other.......................            1-5            110              (43)                 67  
Deferred pension costs.......             --             57               --                  57  

    The carrying value of goodwill is assessed for recoverability by  management
    when  changes in circumstances indicate that  the carrying amount may not be
    recoverable, based on an analysis of undiscounted future expected cash flows
from the use and ultimate disposition of the asset.                     

    In March 1995, the Financial Accounting Standards Board issued Statement No.
    121, "Accounting for the Impairment of Long-Lived Assets and for  Long-Lived
    Assets  to be Disposed  Of" ("SFAS 121"). SFAS  121 establishes standards on
    accounting for the  impairment of long-lived  assets, goodwill,  intangibles
    and  assets to be disposed of. The Company  is required to adopt SFAS 121 no
    later than January 1, 1996. The  Company does not believe that the  adoption
will have a material impact on its consolidated financial statements.   

(f)    FOREIGN  CURRENCY TRANSLATION  ADJUSTMENT--The  financial  statements and
    transactions  of  Dayton  Superior  Canada  Ltd.  and  Dur-O-Wal,  Ltd.  are
    maintained  in  their functional  currency (Canadian  dollars) and  are then
    translated into U.S. dollars.  The balance sheets are  translated at end  of
    year  rates  while  revenues,  expenses and  cash  flows  are  translated at
    weighted average rates throughout  the year. Translation adjustments,  which
    result  from the process of translating Canadian dollar financial statements
    to U.S. dollars, are  accumulated in a  separate component of  shareholders'
equity.                                                                 

(g)  NET INCOME  (LOSS) PER  SHARE--Net income (loss)  per share  is computed by
    dividing net income (loss) available to common shareholders by the  weighted
    average  number of common and common share equivalents outstanding (adjusted
    for the stock  split discussed in  Note 10a) during  the year. Common  share
    equivalents  include  the number  of shares  issuable  upon the  exercise of
    outstanding options and warrants to purchase 346,600 Class A Common  Shares,
    less  the shares that could be purchased with the proceeds from the exercise
    of the options and warrants, based  on the initial public offering price  of
    $13.00  per share.  For the  purposes of  calculating net  income (loss) per
    common and common  equivalent share,  common equivalent  shares issued  more
    than  12 months prior to the initial public offering are excluded in periods
    with a net loss available  to common shareholders. Common equivalent  shares
    issued less than 12 months prior to the initial public offering are included
for all periods presented.                                              

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                      
(h) STATEMENT OF CASH FLOWS--Cash and cash equivalents include all highly liquid
    investments  with a maturity  of three months  or less at  time of purchase.
    Following are additional cash flow disclosures for the years ended  December
31, 1993, 1994, and 1995:                                               

                                                        [Enlarge/Download Table]

                                                                1993       1994       1995   
                                                              ---------  ---------  ---------
                                                                                             
Cash paid for income taxes...................................       $53         $1  $   1,132
Cash paid for interest.......................................     1,989     16,590      1,763
Accretion of Redeemable Preferred Shares.....................        --        136        192
Issuance of Common Shares and Redeemable Preferred Shares in                                 
 exchange for debt...........................................        --      8,414         --
Payable for acquisition of Common Shares.....................        --         --      1,000

(i)   USE  OF ESTIMATES--The preparation  of financial  statements in conformity
    with generally accepted  accounting principles requires  management to  make
    estimates  and assumptions  that affect the  reported amounts  of assets and
    liabilities at the balance sheet date  and the reported amounts of  revenues
    and  expenses  during  the  year. Actual  results  could  differ  from those
    estimates. Examples  of accounts  in which  estimates are  used include  the
    reserve  for  excess  and  obsolete inventory,  the  allowance  for doubtful
    accounts, the accrual  for self-insured employee  medical claims, the  self-
    insured  product and  general liability  accrual, the  self-insured workers'
    compensation accrual, the valuation allowance  for deferred tax assets,  and
actuarial assumptions used in determining pension benefits.             

(3) EXTRAORDINARY GAIN ON FORGIVENESS OF DEBT                                   
    During  May 1994, the  Company consummated an agreement  with its lenders to
restructure its  debt as  a result  of  being in  default on  certain  financial
covenants  and being unable to  make payments of principal  and interest as they
came due. The following debt instruments and related items were retired:        

                                                                [Download Table]
                                                                              
Revolving line of credit..........................................     $7,000 
Senior Promissory Note............................................     35,000 
Senior Subordinated Promissory Notes..............................     20,000 
Junior Subordinated Notes Payable.................................      2,680 
Unamortized debt discount.........................................       (559)
Financing costs...................................................       (559)
                                                                    --------- 
                                                                    $  63,562 
                                                                    --------- 

    The Company funded  the restructuring  by issuing the  following package  of
cash  and  securities  to the  former  debt  holders. The  market  value  of the
Redeemable Preferred Shares  was determined  by independent  appraisal. The  new
Senior  Promissory Notes  were issued  to and the  revolving line  of credit was
established with third parties unrelated to the former debt holders.            

                                                                [Download Table]
                                                                             
Cash..............................................................  $  23,369
863,400 Class B Common Shares, valued at..........................      1,714
50,000 Redeemable Preferred Shares, valued at market value of.....      5,000
50,000 Zero Coupon Redeemable Preferred Shares (redemption value             
 $5,000), valued at market value of...............................      1,700
                                                                    ---------
                                                                       31,783
                                                                    ---------
Gain before related expenses and tax effect.......................  $  31,779
                                                                    ---------
                                                                    ---------

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 

(3) EXTRAORDINARY GAIN ON FORGIVENESS OF DEBT (CONTINUED)                       
    In addition, the Company  paid $14,631 of accrued  but unpaid interest.  The
Company  funded the  cash portion  of the  transaction through  cash on  hand of
$2,970, the issuance of Class A  Common Shares to its principal shareholder  for
$4,000,  the issuance of the Senior Notes  due 2002 (which included the warrants
to acquire 346,600 Class A  Common Shares at $0.000002  per share and expire  in
2002)  for $25,000 and the establishment  of a $20,000 revolving credit facility
under which it drew $6,030. As a  result of the transaction, the Company's  debt
was  reduced  by $33,767  and the  Company recognized  an extraordinary  gain of
$31,354 (net of tax effect of $92).                                             

(4) CREDIT ARRANGEMENTS                                                         
    Following is a summary of the  Company's credit arrangements as of  December
31, 1994 and 1995:                                                              

(a) REVOLVING LINES OF CREDIT--During October 1995, the Company entered into two
    revolving  line  of  credit  agreements  (the  "Credit  Facility") totalling
    $30,000  through  December  1,  1999.  The  amount  available  under   these
    agreements is limited to the sum of (a) 85% of eligible accounts receivable,
    (b) the lesser of $10,000 or 60% of eligible inventories, and (c) $5,000. At
    December 31, 1995, the Company had $21,832 available under these agreements,
    of  which $13,280  was outstanding.  These agreements  replaced a  May 1994,
    $19,000 revolving line of credit agreement  with two banks and a CDN  $1,000
    revolving  line of credit agreement with a  Canadian affiliate of one of the
banks.                                                                  

    Borrowings outstanding under  these agreements bear  interest at prime  plus
    0.25%  (8.75% at December 31, 1995), 30-  or 60-day LIBOR plus 2.75% (8.539%
    and 8.6133%, respectively,  at December  31, 1995) and  8.59% fixed  through
    October  31, 1996, as selected by the Company. A commitment fee of 0.25% per
annum is payable on the average unused amount.                          

    Average borrowings  under  these  agreements  and  their  predecessors  were
    $7,000,  $4,823, and $3,852 during 1993,  1994 and 1995, respectively, at an
    approximate weighted  average  interest  rate  of  7.5%,  8.2%,  and  10.2%,
    respectively. The maximum borrowings outstanding during 1993, 1994, and 1995
were $7,000, $7,000 and $18,400, respectively.                          

    These  agreements contain certain restrictive covenants, which require that,
    among other things, the  Company maintain a minimum  tangible net worth  and
    limit  its  debt  to  tangible net  worth  ratio,  capital  expenditures and
    dividend payments. The Company  was in compliance with  the covenants as  of
December 31, 1995.                                                      

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 

(4) CREDIT ARRANGEMENTS (CONTINUED)                                             
(b) LONG-TERM DEBT--Following is a summary of the Company's long-term debt as of
December 31, 1994 and 1995:                                             

                                                        [Enlarge/Download Table]

                                                                          1994       1995    
                                                                        ---------  --------- 
                                                                                             
Unsecured Senior Promissory Notes, interest at 11.75% payable                                
 semi-annually, payable in annual installments of $6,250 beginning                           
 December 31, 1999, through December 31, 2002.......................... $  25,000  $  25,000 
Unamortized debt discount..............................................      (642)      (575)
Revolving lines of credit..............................................        90     13,280 
Unsecured Senior Promissory Notes, interest at 11.75% payable                                
 semi-annually, payable in annual installments of $3,750 beginning                           
 October 16, 2000, through October 16, 2003............................        --     15,000 
City of Parsons, Kansas Economic Development Loan, interest at 7.0%                          
 payable quarterly, payable in quarterly installments of $8 through                          
 July 2005, secured by real estate in Parsons..........................        --        307 
                                                                        ---------  --------- 
Total long-term debt...................................................    24,448     53,012 
Less current portion...................................................        --        (32)
                                                                        ---------  --------- 
Long-term portion...................................................... $  24,448  $  52,980 
                                                                        ---------  --------- 
                                                                        ---------  --------- 

    Scheduled  maturities of long-term debt, excluding the effect of unamortized
debt discount, are as follows:                                          

                                                        [Enlarge/Download Table]

YEAR ENDING                                                                                   
DECEMBER 31,                                                                          AMOUNT  
-----------------------------------------------------------------------------------  ---------
                                                                                              
1996...............................................................................        $32
1997...............................................................................         32
1998...............................................................................         32
1999...............................................................................     19,562
2000...............................................................................     10,032
Thereafter.........................................................................     23,897
                                                                                     ---------
                                                                                     $  53,587
                                                                                     ---------
                                                                                     ---------

    The fair  market  value  of  the  Company's  fixed-rate  long-term  debt  is
    estimated  using discounted cash flow  analyses based on current incremental
    borrowing rates for similar types  of borrowing arrangements. The  estimated
    fair  value  of the  City of  Parsons, Kansas  Economic Development  Loan is
    approximately $250. The estimated fair values of the Senior Promissory Notes
and Revolving Line of Credit approximate their face values.             

    The new Senior Promissory Notes contain certain restrictive covenants, which
    require that, among other  things, the Company  maintain a minimum  tangible
    net  worth, a minimum  current ratio, a minimum  interest coverage ratio and
    limit its debt to equity  ratio and its ability  to pay dividends on  Common
    Shares.  The new Senior  Promissory Notes contain  a prepayment premium. The
  Company was in compliance with its loan covenants as of December 31, 1995.

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 

(5) COMMON AND REDEEMABLE PREFERRED SHARES                                      

(a) REDEEMABLE PREFERRED SHARES--The Class  A Redeemable Preferred Shares had  a
    liquidation  preference of  $5,000. Dividends accrued  at a rate  of 12% and
    were payable  semiannually. The  Class B  Redeemable Preferred  Shares  were
    recorded  at  their estimated  fair  market value  ($1,700)  on the  date of
    issuance. The difference between the  fair market value and the  liquidation
    value  was  being accreted  to  retained earnings  at  an effective  rate of
    approximately 13%. During  October 1995,  the Company purchased  all of  its
    Redeemable  Preferred  Shares from  the holders  at the  $10,000 liquidation
    value. The difference between the liquidation  value and the book value  was
charged to retained earnings.                                           

(b) COMMON SHARES--The following Common Share transactions occurred during 1994:

                                                        [Enlarge/Download Table]
                                                                                            
-          Issuance  of 863,400 Class  B Common Shares to  former debt holder (Note         
            3).....................................................................   1,714 
-          Issuance of warrants to holder of new Senior Promissory Notes to acquire         
            346,600 Class A Common Shares, net of issuance costs (Note 3)..........     554 
-          Issuance of  2,000,000  Class  A  Common  Shares  to  existing  Class  A         
            shareholders                                                                    
            for cash...............................................................   4,000 

The following Common Share transactions occurred during 1995:                               

-          Redemption  of 873,400 Class  B Common Shares  for $4,394 of  cash and a         
            $1,000 payable due in 1996.............................................  (5,394)
-          Issuance of  764,500  Class  A Common  Shares  to  management,  existing         
            shareholders and two individuals, net of issuance costs................   2,929 
-          Issuance  of  485,500  Class  B  Common  Shares  to  holders  of  Senior         
            Promissory Notes.......................................................   1,942 

(c) STOCK OPTION  PLANS--On May 26,  1994, the Company  terminated the  existing
    stock  option plan and canceled all related outstanding options. The Company
    then approved a new stock option plan and granted options to certain members
    of management to purchase 208,250 Class A Common Shares. The option price is
    $1.96  per  share,  which  was  fair  market  value  based  on   third-party
    transactions occurring at that time. The options become exercisable upon the
    third  anniversary  of  the date  the  options were  granted.  Under certain
    conditions, including a  qualified public  offering, options  granted to  an
    optionee  will become immediately  exercisable. All options  expire 10 years
from the date of issuance.                                              

    On October 11, 1995, the Company approved a new stock option plan,  granting
    options  to certain members of management  to purchase 64,500 Class A Common
    Shares. The option  price is $4.00  per share, which  was fair market  value
    based on third-party transactions occurring at that time. The options become
    exercisable upon the third anniversary of the date the options were granted.
    Under  certain conditions,  including a  qualified public  offering, options
    granted to  an optionee  will become  immediately exercisable.  All  options
expire 10 years from the date of issuance.                              

    In  October 1995, the  FASB issued SFAS No.  123 "Accounting for Stock-Based
    Compensation," which establishes new accounting and disclosure  requirements
    for  stock-based employee  compensation plans.  The Company  will adopt this
    standard in fiscal 1996 by continuing to follow the accounting prescribed by
    Accounting Principles Board Opinion No.  25 "Accounting for Stock Issued  to
    Employees" and presenting the required pro forma disclosures. Therefore, the
    application  of  this  standard  will  not have  a  material  impact  on the
Company's financial position or results of operations.                  

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 

(5) COMMON AND REDEEMABLE PREFERRED SHARES (CONTINUED)                          
    A summary of  changes in options  for Class  A Common Shares  for the  years
ended December 31, 1993, 1994, and 1995 is as follows:                          

                                                        [Enlarge/Download Table]

                                                                   NUMBER OF     PRICE PER   
                                                                    SHARES         SHARE     
                                                                  -----------  --------------
                                                                                             
Outstanding at December 31, 1992.................................      1,000          $250.00
Granted..........................................................        300           250.00
Exercised........................................................         --               --
Canceled.........................................................         --               --
                                                                  -----------  --------------
Outstanding at December 31, 1993.................................      1,300           250.00
Granted..........................................................    208,250             1.96
Exercised........................................................         --               --
Canceled.........................................................     (1,300)          250.00
                                                                  -----------  --------------
Outstanding at December 31, 1994.................................    208,250             1.96
Granted..........................................................     64,500             4.00
Exercised........................................................         --               --
Canceled.........................................................         --               --
                                                                  -----------  --------------
Outstanding at December 31, 1995.................................    272,750      $1.96-$4.00
                                                                  -----------  --------------
                                                                  -----------  --------------
Exercisable at:                                                                              
  December 31, 1993..............................................        350          $250.00
  December 31, 1994..............................................         --               --
  December 31, 1995..............................................         --               --

    All  of the  options outstanding would  be exercisable upon  completion of a
qualified public offering.                                                      

(6) BENEFIT PLANS                                                               
    The Company has pension or  profit sharing plans covering substantially  all
of  its  employees.  The  Company does  not  provide  any  other post-employment
benefits.                                                                       

(a) COMPANY-SPONSORED  PENSION  PLANS--The  pension plans  cover  virtually  all
    salaried  and hourly employees  not covered by  multi-employer pension plans
    and provide benefits of  stated amounts for each  year of credited  service.
    The  Company funds such  plans at a  rate that meets  or exceeds the minimum
    amounts required by applicable regulations. The plans' assets are  primarily
    invested  in mutual funds comprised primarily  of common stock and corporate
    and U.S.  government  obligations. In  determining  the amounts  below,  the
    Company  has used 7% in 1994 and 1995 for its weighted average discount rate
    and has used 8% in 1994 and 1995  for its expected rate of return on  assets
assumptions.                                                            

    Effective  May 1,  1994, the Company  amended the benefit  obligation of The
    Dayton Superior Corporation Pension Plan for the Parsons union employees  so
    that  these employees do  not earn additional  benefits for future services.
    The Parsons  union employees  are now  covered by  a multi-employer  pension
    plan. Future service will be counted towards vesting of benefits accumulated
based on past service.                                                  

    This   event  qualifies  as  a  curtailment   of  a  defined  benefit  plan.
    Accordingly, the unrecognized prior service cost has been recognized and  is
    included  as  a curtailment  loss of  $33.  The Company  does not  intend to
terminate the plan.                                                     

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 

(6) BENEFIT PLANS (CONTINUED)                                                   
    The components  of pension  expense  for these  plans  for the  years  ended
December 31, 1993, 1994 and 1995 are as follows:                                

                                                        [Enlarge/Download Table]

                                                                             1993       1994       1995    
                                                                           ---------  ---------  --------- 
                                                                                                           
Service cost..............................................................      $363       $426       $459 
Interest on projected benefit obligation..................................       301        325        366 
Actual return on plan assets..............................................      (266)       (49)    (1,047)
Net amortization and deferral.............................................        (1)      (268)       720 
Curtailment loss..........................................................        --         33         -- 
                                                                           ---------  ---------  --------- 
Total.....................................................................      $397       $467       $498 
                                                                           ---------  ---------  --------- 
                                                                           ---------  ---------  --------- 

    The  Company-sponsored pension plans' funded status  as of December 31, 1994
and 1995 are as follows:                                                        

                                                        [Enlarge/Download Table]

                                                                                 1994                    
                                                               ----------------------------------------- 
                                                                ASSETS EXCEED    ACCUMULATED             
                                                                 ACCUMULATED      BENEFITS               
                                                                  BENEFITS      EXCEED ASSETS    TOTAL   
                                                               ---------------  -------------  --------- 
                                                                                                         
Actuarial present value of benefit obligations:                                                          
  Vested benefit obligation..................................     $   2,209       $   1,903    $   4,112 
                                                                    -------     -------------  --------- 
                                                                    -------     -------------  --------- 
  Accumulated benefit obligation.............................     $   2,346       $   2,142    $   4,488 
                                                                    -------     -------------  --------- 
                                                                    -------     -------------  --------- 
  Projected benefit obligation...............................     $   3,090       $   2,142    $   5,232 
Plan assets at fair market value.............................         2,506           1,679        4,185 
                                                                    -------     -------------  --------- 
Projected benefit obligation in excess of plan assets........           584             463        1,047 
Unrecognized net loss........................................          (220)           (295)        (515)
Prior service cost not yet recognized in net periodic pension                                            
 costs.......................................................            --             (63)         (63)
Adjustment required to recognize minimum liability...........            --             358          358 
                                                                    -------     -------------  --------- 
Pension liability............................................           $364           $463         $827 
                                                                     -------    -------------  --------- 
                                                                     -------    -------------  --------- 

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 

(6) BENEFIT PLANS (CONTINUED)                                                   

                                                        [Enlarge/Download Table]

                                                                                 1995                    
                                                               ----------------------------------------- 
                                                                ASSETS EXCEED    ACCUMULATED             
                                                                 ACCUMULATED      BENEFITS               
                                                                  BENEFITS      EXCEED ASSETS    TOTAL   
                                                               ---------------  -------------  --------- 
                                                                                                         
Actuarial present value of benefit obligations:                                                          
  Vested benefit obligation..................................     $   2,576       $   2,145    $   4,721 
                                                                    -------     -------------  --------- 
                                                                    -------     -------------  --------- 
  Accumulated benefit obligation.............................     $   2,687       $   2,244    $   4,931 
                                                                    -------     -------------  --------- 
                                                                    -------     -------------  --------- 
  Projected benefit obligation...............................     $   3,688       $   2,244    $   5,932 
Plan assets at fair market value.............................         3,211           2,050        5,261 
                                                                    -------     -------------  --------- 
Projected benefit obligation in excess of plan assets........           477             194          671 
Unrecognized net loss........................................           130             (48)          82 
Prior service cost not yet recognized in net periodic pension                                            
 costs.......................................................            --             (57)         (57)
Adjustment required to recognize minimum liability...........            --             108          108 
                                                                    -------     -------------  --------- 
Pension liability............................................           $607           $197         $804 
                                                                     -------    -------------  --------- 
                                                                     -------    -------------  --------- 

    As of December  31, 1994  and 1995, the  minimum liability  is reflected  as
intangible assets of $63 and $57, respectively, and a reduction of shareholders'
equity of $295 and $50, respectively.                                           

(b)  MULTI-EMPLOYER PENSION PLANS--Approximately 14%  of the Company's employees
    are currently  covered  by collectively  bargained,  multi-employer  pension
    plans.  Contributions are  determined in  accordance with  the provisions of
    negotiated union contracts and  generally are based on  the number of  hours
    worked. The Company does not have the information available to determine its
    share  of the accumulated plan benefits or net assets available for benefits
    under the  multi-employer pension  plans. The  aggregate amount  charged  to
    expense under these plans was $23, $61, and $77 for the years ended December
31, 1993, 1994 and 1995, respectively.                                  

(c)  401(K) SAVINGS PLAN--Virtually all employees are eligible to participate in
    Company sponsored 401(k) savings plans. Company matching contributions  vary
    from  0% to 50% (on the first 2%) according to terms of the individual plans
    and collective  bargaining  agreements.  The  aggregate  amount  charged  to
    expense  under these  plans was  $172, $218,  and $242  for the  years ended
December 31, 1993, 1994, and 1995, respectively.                        

(7) INCOME TAXES                                                                
    The following is  a summary of  the components of  the Company's income  tax
provision (benefit) for the years ended December 31, 1993, 1994, and 1995:      

                                                        [Enlarge/Download Table]

                                                                                   1993        1994       1995    
                                                                                 ---------     -----    --------- 
                                                                                                                  
Currently payable (receivable):                                                                                   
  Federal....................................................................... $     (41)  $      30       $789 
  State and local...............................................................       (48)         65         21 
Deferred........................................................................        --          --       (120)
                                                                                       ---         ---  --------- 
Total provision (benefit)....................................................... $     (89)  $      95       $690 
                                                                                       ---         ---  --------- 
                                                                                       ---         ---  --------- 

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 

(7) INCOME TAXES (CONTINUED)                                                    
    The  effective income tax rate differs from the statutory federal income tax
rate for the years  ended December 31,  1993, 1994, and  1995 for the  following
reasons:                                                                        

                                                        [Enlarge/Download Table]

                                                                          1993         1994         1995    
                                                                       -----------  -----------  -----------
                                                                                                            
Statutory income tax rate.............................................      34.0%        34.0%        34.0% 
State income taxes (net of federal tax benefit).......................      (0.3)        (7.2)         0.3  
Unrecognized benefit of losses........................................     (25.8)        (7.2)          --  
Reduction in valuation allowance......................................        --         42.6        (29.5) 
Nondeductible goodwill amortization...................................      (6.7)       (78.4)        10.4  
Incremental Canadian income tax rate..................................       0.3           --           --  
Other, net............................................................        --           --          0.5  
                                                                           -----        -----        -----  
Effective income tax rate.............................................       1.5%       (16.2)%       15.7% 
                                                                           -----        -----        -----  
                                                                           -----        -----        -----  

    The  components of the Company's future income tax benefits and deferred tax
liabilities as of December 31, 1994 and 1995 are as follows:                    

                                                        [Enlarge/Download Table]

                                                                                     1994       1995    
                                                                                   ---------  --------- 
                                                                                                        
Current deferred taxes:                                                                                 
  Net operating loss carryforwards................................................    $1,860        $-- 
  Inventory reserves..............................................................      (847)      (868)
  Allowance for doubtful accounts.................................................       285        267 
  Alternative minimum tax credit carryforwards....................................        95        563 
  Accrued liabilities.............................................................     1,063      1,465 
  Other...........................................................................         4        (34)
  Valuation allowance.............................................................    (1,297)        -- 
                                                                                   ---------  --------- 
    Total.........................................................................     1,163      1,393 
                                                                                   ---------  --------- 
Long-term deferred taxes:                                                                               
  Accelerated depreciation........................................................    (1,323)    (3,509)
  Other long-term liabilities.....................................................       306        865 
  Other...........................................................................      (146)      (137)
                                                                                   ---------  --------- 
    Total.........................................................................    (1,163)    (2,781)
                                                                                   ---------  --------- 
    Net deferred taxes............................................................       $--  $  (1,388)
                                                                                   ---------  --------- 
                                                                                   ---------  --------- 

    As of December 31, 1994, the  Company had recorded a valuation allowance  on
the  net deferred tax asset  as realization of this  asset was uncertain. During
1995, the Company eliminated its valuation  allowance due to the utilization  of
its net operating loss carryforwards.                                           

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 

(8) COMMITMENTS AND CONTINGENCIES                                               

(a)   OPERATING  LEASES--Rental  expense  for   property,  plant  and  equipment
    (principally office and warehouse facilities and office equipment) was $990,
    $1,163 and $1,288  for the years  ended December 31,  1993, 1994, and  1995,
    respectively.  Terms generally range from one  to ten years and some contain
    renewal options. The approximate aggregate minimum annual rental commitments
under non-cancelable operating leases are as follows:                   

                                                        [Enlarge/Download Table]

YEAR ENDING                                                                                    
DECEMBER 31,                                                                           AMOUNT  
------------------------------------------------------------------------------------  ---------
                                                                                               
1996................................................................................  $   1,510
1997................................................................................      1,308
1998................................................................................        947
1999................................................................................        653
2000................................................................................        270
                                                                                      ---------
                                                                                      $   4,688
                                                                                      ---------
                                                                                      ---------

(b) LITIGATION--The Company is a defendant in various legal proceedings  arising
    out  of the  conduct of  its business. While  the ultimate  outcome of these
    lawsuits cannot be  determined at this  time, management is  of the  opinion
    that  any liability,  notwithstanding recoveries  from insurance,  would not
    have a  material  adverse effect  on  the Company's  consolidated  financial
position, results of operations or cash flows.                          

(c)  SELF-INSURANCE--The  Company  is  self-insured  for  certain  of  its group
    medical, workers' compensation and product and general liability claims. The
    Company has stop loss insurance coverage  at various per occurrence and  per
    annum  levels depending  on type of  claim. The Company  consults with third
    party administrators to estimate the reserves required for these claims.  No
    material  revisions were made to the  estimates for the years ended December
    31,  1993,  1994  and  1995.The  estimated  range  of  losses  for  possible
    self-insurance  losses as of December 31, 1995  is $1,000 to $2,500, and the
Company has reserved $2,021.                                            

(9) RELATED PARTY TRANSACTIONS                                                  
    During 1995,  the Company  paid  Ripplewood a  management  fee of  $30.  The
Company  will  pay Ripplewood  a  fee of  $600 at  the  time the  initial public
offering is completed for  additional services provided  in connection with  the
offering  and related  transactions. See  Note 10(b).  In addition,  the Company
reimburses Ripplewood  for the  allocable costs  of certain  insurance  policies
purchased   by  Ripplewood  which   cover  both  the   Company  and  Ripplewood.
Approximately $175 of such  costs were allocated to  the Company for the  period
October 13, 1995 through October 13, 1996.                                      

    The Company paid a director/shareholder a management fee of $156 in 1993 and
$25 in each of 1994 and 1995.                                                   

    The  Company paid Onex a management fee of $94, $225, and $195 in 1993, 1994
and 1995, respectively. In  addition, in October 1995,  the Company paid Onex  a
fee  of $400 for financial advisory  services in connection with the acquisition
of Dur-O-Wal, Inc. and related financing transactions.                          

(10) SUBSEQUENT EVENTS                                                          

(a) STOCK SPLIT--On June 18, 1996, the Company authorized a 50-for-1 stock split
    for Class A and B Common Shares. All references in the financial  statements
    to number of shares or share prices have been restated to reflect the split.
    Immediately   prior  to   the  consummation   of  the   Offering,  1,486,550

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 

(10) SUBSEQUENT EVENTS (CONTINUED)                                              
    Class A Common Shares  held by Ripplewood  as of December  31, 1995 and  the
    36,000 Class A Common Shares acquired by Ripplewood on April 4, 1996 will be
    converted  to 1,522,550 Class B Common Shares. Class B Common Shares have 10
votes per share.                                                        

(b) PUBLIC OFFERING OF  COMPANY SHARES--On March 29,  1996, the Company filed  a
    Registration Statement with respect to Class A Common Shares with a proposed
    maximum  aggregate offering price  of $63,825,000. Reference  is made to the
    "Risk Factors" section of the Registration Statement for further discussion.

    The proceeds from the sale of the Company's shares will be used to repay the
    Unsecured Senior Promissory  Notes described in  Note 4, totalling  $40,000,
    plus  accrued interest thereon and a prepayment premium of $2,400 negotiated
    by the Company. If the offering had occurred on January 1, 1995, net  income
    for  the year ended December  31, 1995, would have  been $5,240 and earnings
per share would have been $0.29.                                        

    All stock options described  in Note 5  become immediately exercisable  upon
    the  closing of the offering. There is no effect on the accounting treatment
    of the stock options as a  result of the accelerated exercisability  because
    there  has been no change to the  provisions of the stock options. There has
    been no  change  to  the number  of  shares  or price  per  share,  and  the
accelerated exercisability feature existed on the date of grant.        

(c)  ACQUISITION--On April 29, 1996, the  Company acquired certain of the assets
    and assumed certain of the liabilities  of a privately held concrete  paving
    products  manufacturer based  in Kankakee,  Illinois for  cash. The purchase
    price, including acquisition costs, is estimated to be approximately  $5,000
and is subject to post-closing adjustments.                             

(d) AMENDMENT TO CREDIT ARRANGEMENTS--On June 17, 1996, the Company entered into
    an Amended Credit Facility (as so amended, the Amended Credit Facility) with
    Bank  One,  Dayton,  NA  and Bank  of  America  Illinois  (collectively, the
    "Banks") conditional  upon  consummation of  the  offering and  will  pay  a
    commitment  fee of  $170 to the  Banks in connection  therewith. The Amended
    Credit Facility will provide for (i) a Term Loan and (ii) a Revolving Credit
    Facility, each of which will be  secured by substantially all the assets  of
    the  Company  and Dur-O-Wal.  Amounts available  under the  Revolving Credit
    Facility will be equal to the lesser of  (i) $37,000 or (ii) the sum of  (x)
    85% of eligible accounts receivable, (y) 60% of eligible inventories and (z)
    an amount up to $12,000 upon closing of the offering, decreasing in steps to
    zero on October 1, 1997. At March 29, 1996, if the Revolving Credit Facility
    had  been in place,  $29,700 would have been  available thereunder, of which
    $17,070 of  borrowings would  have been  outstanding. The  Revolving  Credit
    Facility  will terminate in  four years, with interest  options based on (a)
    Bank One, Dayton, NA's prime rate or (b) LIBOR plus an amount between  1.00%
    and 2.75% (LIBOR plus 1.75% immediately following the offering) depending on
    the  level of certain  financial ratios. A commitment  fee of between 0.125%
    and 0.50% per annum will be  payable on the average unused amount  depending
    on  the  level  of certain  financial  ratios (0.25%  per  annum immediately
    following the offering).  The principal  amount of the  Term Loan  initially
    will  be $13,000, but, upon completion  of appraisals of the Company's fixed
    assets, will be the lesser of $13,000  or 70% of the appraised value of  the
    Company's  fixed assets. An appraisal is  currently being conducted and will
    be completed within  60 days  of the consummation  of the  offering. If  the
    appraised  value of the  Company's fixed assets is  equal to the depreciated
    book value of such  assets at March  29, 1996, the amount  of the Term  Loan
    will  be $12,185. The Term Loan will be due in full four years from its date
    of issuance with mandatory quarterly principal payments of $813 (subject  to
    adjustment  if the  amount of the  Term Loan is  reduced as a  result of the
    appraisals of the Company's fixed assets) plus interest. The Term Loan  will
permit the Company to choose from various interest rate options.        

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
   CONSOLIDATED BALANCE SHEETS
    AS OF DECEMBER 31, 1995 AND MARCH 29, 1996
    ASSETS

                                                        [Enlarge/Download Table]

                                                                                      DECEMBER 31,                
                                                                                          1995                    
                                                                                     --------------               
                                                                                                      MARCH 29,   
                                                                                                         1996     
                                                                                                     ------------ 
                                                                                                     (UNAUDITED)  
                                                                                        (AMOUNTS IN THOUSANDS,    
                                                                                        EXCEPT SHARE AMOUNTS)     
                                                                                                                  
CURRENT ASSETS:                                                                                                   
  Cash..............................................................................          $643          $103  
  Accounts receivable, net of allowance for                                                                       
   doubtful accounts of $708 and $720...............................................        11,724        13,221  
  Inventories (Note 2)..............................................................        12,392        14,664  
  Rental equipment, net.............................................................         1,235         1,541  
  Prepaid expenses..................................................................           474           751  
  Prepaid income taxes..............................................................           436           427  
  Future income tax benefits........................................................         1,393         1,393  
                                                                                     --------------  ------------ 
    Total current assets............................................................        28,297        32,100  
                                                                                     --------------  ------------ 
PROPERTY, PLANT AND EQUIPMENT (Note 3):                                                     27,560        28,205  
  Less accumulated depreciation.....................................................       (10,000 )     (10,798 )
                                                                                     --------------  ------------ 
      Net property, plant and equipment.............................................        17,560        17,407  
                                                                                     --------------  ------------ 
GOODWILL AND INTANGIBLE ASSETS,                                                                                   
 net of accumulated amortization....................................................        57,734        57,276  
OTHER ASSETS........................................................................           269           269  
                                                                                     --------------  ------------ 
    Total assets.................................................................... $     103,860   $   107,052  
                                                                                     --------------  ------------ 
                                                                                     --------------  ------------ 

LIABILITIES AND SHAREHOLDERS' EQUITY

                                                        [Enlarge/Download Table]
                                                                                                      
CURRENT LIABILITIES:                                                                                  
  Current portion of long-term debt........................................         $32          $32  
  Accounts payable.........................................................       8,043        9,796  
  Accrued liabilities......................................................       7,876        6,096  
  Accrued interest.........................................................       2,063        1,845  
                                                                            ------------  ----------- 
    Total current liabilities..............................................      18,014       17,769  
LONG-TERM DEBT ............................................................      52,980       56,777  
DEFERRED INCOME TAXES......................................................       2,781        2,729  
OTHER LONG-TERM LIABILITIES................................................       2,600        2,693  
                                                                            ------------  ----------- 
    Total liabilities......................................................      76,375       79,968  
                                                                            ------------  ----------- 
COMMITMENTS AND CONTINGENCIES                                                                         
SHAREHOLDERS' EQUITY:                                                                                 
  Class A Common Shares....................................................      17,483       17,483  
  Class B Common Shares....................................................       1,942        1,942  
  Cumulative foreign currency translation adjustment.......................        (139 )       (139 )
  Excess pension liability.................................................         (50 )        (50 )
  Retained earnings........................................................       8,330        7,929  
  Treasury shares, Class A Common, at cost.................................         (81 )        (81 )
                                                                            ------------  ----------- 
    Total shareholders' equity.............................................      27,485       27,084  
                                                                            ------------  ----------- 
      Total liabilities and shareholders' equity........................... $   103,860   $  107,052  
                                                                            ------------  ----------- 
                                                                            ------------  ----------- 

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

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS 
FOR THE THREE FISCAL MONTHS ENDED MARCH 31, 1995 AND MARCH 29, 1996 

                                                        [Enlarge/Download Table]

                                                                                        MARCH 31,     MARCH 29,   
                                                                                           1995          1996     
                                                                                       ------------  ------------ 
                                                                                       (UNAUDITED)   (UNAUDITED)  
                                                                                         (AMOUNTS IN THOUSANDS,   
                                                                                          EXCEPT SHARE AND PER    
                                                                                             SHARE AMOUNTS)       
                                                                                                                  
NET SALES.............................................................................     $17,977       $23,615  
COST OF SALES.........................................................................      12,555        16,146  
                                                                                       ------------  ------------ 
  Gross profit........................................................................       5,422         7,469  

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES..........................................       4,664         6,035  
                                                                                       ------------  ------------ 
  Income from operations..............................................................         758         1,434  

OTHER EXPENSES:                                                                                                   
  Interest expense, net...............................................................         909         1,585  
  Other, net..........................................................................          --             8  
                                                                                       ------------  ------------ 
  Income (loss) before income taxes...................................................        (151 )        (159 )

PROVISION FOR INCOME TAXES............................................................          --           242  
                                                                                       ------------  ------------ 
  Net loss............................................................................        (151 )        (401 )

Dividends on Redeemable Preferred Shares..............................................        (150 )          --  
Accretion on Redeemable Preferred Shares..............................................         (62 )          --  
                                                                                       ------------  ------------ 
Net loss available to common shareholders.............................................       $(363 )       $(401 )
                                                                                       ------------  ------------ 
                                                                                       ------------  ------------ 
Net loss per share....................................................................      $(0.12 )      $(0.12 )
                                                                                       ------------  ------------ 
                                                                                       ------------  ------------ 
Weighted average common and common equivalent shares outstanding......................   2,956,789     3,333,389  
                                                                                       ------------  ------------ 
                                                                                       ------------  ------------ 

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

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE THREE FISCAL MONTHS ENDED MARCH 31, 1995 AND MARCH 29, 1996 

                                                        [Enlarge/Download Table]

                                                                                           1995          1996    
                                                                                       ------------  ------------
                                                                                       (UNAUDITED)   (UNAUDITED) 
                                                                                                                 
                                                                                           (AMOUNTS)IN THOUSANDS 
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                            
  Net loss............................................................................  $     (151)   $     (401)
  Adjustments to reconcile net loss to net cash used in operating activities:                                    
    Depreciation......................................................................         579           908 
    Amortization of goodwill and intangibles..........................................         349           406 
    Deferred income taxes.............................................................          --           (52)
    Amortization of debt discount and deferred financing costs........................          73            70 
    Loss (gain) on sales of assets....................................................          (2)           (2)
Change in assets and liabilities:                                                                                
    Accounts receivable...............................................................      (1,428)       (1,497)
    Inventories.......................................................................      (2,578)       (2,666)
    Prepaid income taxes..............................................................        (217)            9 
    Accounts payable..................................................................       1,269         1,753 
    Accrued liabilities...............................................................          60        (1,998)
    Other, net........................................................................         (87)         (182)
                                                                                       ------------  ------------
      Net cash used in operating activities...........................................      (2,133)       (3,652)
                                                                                       ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                            
  Property, plant and equipment additions.............................................        (505)         (667)
  Proceeds from sales of assets.......................................................           2             2 
                                                                                       ------------  ------------
      Net cash used in investing activities...........................................        (503)         (665)
                                                                                       ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                            
  Issuance of long-term debt, net.....................................................       2,170         3,777 
                                                                                       ------------  ------------
      Net cash provided by financing activities.......................................       2,170         3,777 
                                                                                       ------------  ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH...............................................           2            -- 
                                                                                       ------------  ------------
      Net increase (decrease) in cash.................................................        (464)         (540)
CASH, beginning of period.............................................................         464           643 
                                                                                       ------------  ------------
CASH, end of period...................................................................  $       --    $      103 
                                                                                       ------------  ------------
                                                                                       ------------  ------------
SUPPLEMENTAL CASH FLOW DISCLOSURES:                                                                              
  Cash paid for income taxes..........................................................  $      216    $      248 
  Cash paid for interest..............................................................          22         1,783 
SUPPLEMENTAL NONCASH DISCLOSURES:                                                                                
  Accretion of preferred stock........................................................          62            -- 
  Accrual of preferred stock dividends................................................         150            -- 

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

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DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND MARCH 29, 1996
(UNAUDITED) 

(1) CONSOLIDATED FINANCIAL STATEMENTS                                           
    The  interim  consolidated financial  statements  included herein  have been
prepared by  the  Company,  without  audit,  and  include,  in  the  opinion  of
management,  all adjustments necessary to state fairly the information set forth
therein. Any  such  adjustments  were  of a  normal  recurring  nature.  Certain
information  and footnote disclosures normally  included in financial statements
prepared in accordance with generally  accepted accounting principles have  been
omitted, although the Company believes that the disclosures are adequate to make
the  information presented not misleading. It  is suggested that these unaudited
consolidated financial statements be read  in conjunction with the  consolidated
financial  statements and  the notes  thereto included  in the  Company's annual
financial statements for the year ended December 31, 1995.                      

(2) ACCOUNTING POLICIES                                                         
    The  interim  consolidated  financial  statements  have  been  prepared   in
accordance  with the accounting policies described in the notes to the Company's
consolidated financial statements for  the year ended  December 31, 1995.  While
management  believes that the procedures followed  in the preparation of interim
financial information are reasonable, the accuracy of some estimated amounts  is
dependent  upon facts that will exist  or calculations that will be accomplished
at year end.  Examples of  such estimates include  changes in  the LIFO  reserve
(based  upon the  Company's best estimate  of inflation to  date) and management
bonuses. Any adjustments pursuant  to such estimates  during the fiscal  quarter
were of a normal recurring nature.                                              

    (a) FISCAL QUARTER--The Company's fiscal quarters are defined as the periods
ending on the last Friday in March, June or September.            

    (b)  INVENTORIES--Substantially all finished products  and raw materials are
       stated at the lower of  last in, first out  (LIFO) cost or market  (which
       approximates  current cost). Following is a  summary of the components of
inventories as of March 29, 1996:                                 

                                                        [Enlarge/Download Table]

                                                                    DECEMBER 31,    MARCH 29, 
                                                                        1995          1996    
                                                                   --------------  -----------
                                                                                              
Raw materials.....................................................   $    2,562     $   2,996 
Finished goods....................................................        9,830        11,668 
                                                                   --------------  -----------
                                                                         12,392        14,664 
LIFO reserve......................................................       --            --     
                                                                   --------------  -----------
                                                                     $   12,392     $  14,664 
                                                                   --------------  -----------
                                                                   --------------  -----------

    (c) GOODWILL AND INTANGIBLE ASSETS--In March 1995, the Financial  Accounting
       Standards  Board issued Statement No. 121, "Accounting for the Impairment
       of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"  ("SFAS
       121"). SFAS 121 establishes standards on accounting for the impairment of
       long-lived  assets, goodwill, intangibles  and assets to  be disposed of.
       The Company adopted SFAS 121 on January  1, 1996. There was no effect  on
       the consolidated financial statements as a result of the adoption of SFAS
121.                                                              

(3) REVOLVING LINES OF CREDIT                                                   
    Borrowings  outstanding bear interest at between 8.00% and 8.59% as selected
by the Company. A commitment  fee of 0.25% per annum  is payable on the  average
unused amount.                                                                  

    Average  borrowings under the agreements were  $14,959 and $1,127 during the
three fiscal months ended March 29, 1996 and March 31, 1995, respectively, at an
approximate weighted average interest rate of 8.8% and 13.3%, respectively.  The
maximum  borrowings outstanding during  the three fiscal  months ended March 29,
1996 and March 31, 1995, was $17,240 and $2,590, respectively.                  

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INDEPENDENT AUDITORS' REPORT

To the Board of Directors                                                       
and Stockholders of                                                             
Dur-O-Wal, Inc.                                                                 

    We  have audited the accompanying  consolidated statements of operations and
cash flows of  DUR-O-WAL, INC. AND  SUBSIDIARY for the  year ended December  31,
1994.  These  financial  statements  are  the  responsibility  of  the Company's
management. Our  responsibility is  to  express an  opinion on  these  financial
statements based on our audit.                                                  

    We  conducted  our  audit  in accordance  with  generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audit provides a reasonable basis for our opinion.          

    In  our  opinion, the  consolidated financial  statements referred  to above
present fairly, in all material respects, the consolidated results of operations
and cash flows of Dur-O-Wal, Inc. and subsidiary for the year ended December 31,
1994 in conformity with generally accepted accounting principles.               

    As discussed in Note 1(c) to  the financial statements, the Company  changed
its method of accounting for certain inventories in 1994.                       

ALTSCHULER, MELVOIN AND GLASSER LLP                                             

Chicago, Illinois                                                               
April 21, 1995                                                                  

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REPORT OF INDEPENDENT ACCOUNTANTS 

Board of Directors                                                              
DUR-O-WAL, Inc.                                                                 

    We  have audited the accompanying  consolidated statements of operations and
cash flows of Dur-O-Wal,  Inc. and Subsidiary for  the years ended December  31,
1992 and 1993. These consolidated financial statements are the responsibility of
the  Company's management. Our responsibility is  to express an opinion on these
consolidated financial statements based on our audits.                          

    We conducted  our  audits in  accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.          

    In our opinion, the financial  statements referred to above present  fairly,
in  all material respects, the consolidated results of operations and cash flows
of Dur-O-Wal, Inc. and Subsidiary for the years ended December 31, 1992 and 1993
in conformity with generally accepted accounting principles.                    

COOPERS & LYBRAND L.L.P.                                                        

Chicago, Illinois                                                               
April 20, 1994                                                                  

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DUR-O-WAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS 
FOR THE YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994

                                                        [Enlarge/Download Table]

                                                                                  1992       1993       1994   
                                                                                ---------  ---------  ---------
                                                                                    (AMOUNTS IN THOUSANDS)     

                                                                                                               
Net sales...................................................................... $  21,469  $  22,149  $  25,512
Cost of goods sold.............................................................    14,812     15,385     16,934
Depreciation and amortization..................................................       832        413        287
                                                                                ---------  ---------  ---------
Gross profit...................................................................     5,825      6,351      8,291
Selling, general and administrative expenses...................................     4,280      4,343      5,208
Depreciation and amortization..................................................       792        290        300
                                                                                ---------  ---------  ---------
Income from operations.........................................................       753      1,718      2,783
Other expenses:                                                                                                
  Interest.....................................................................       838        726        456
  Miscellaneous, net...........................................................       136        297        157
                                                                                ---------  ---------  ---------
Income (loss) before income tax provision......................................      (221)       695      2,170
Income tax provision...........................................................        55         64        855
                                                                                ---------  ---------  ---------
Net income (loss).............................................................. $    (276) $     631  $   1,315
                                                                                ---------  ---------  ---------
                                                                                ---------  ---------  ---------

The accompanying notes are an integral part of these statements.

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DUR-O-WAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994

                                                        [Enlarge/Download Table]

                                                                                   1992       1993       1994    
                                                                                 ---------  ---------  --------- 
                                                                                     (AMOUNTS IN THOUSANDS)      
                                                                                                                 
Cash flows from operating activities:                                                                            
  Net income (loss).............................................................     $(276)      $631     $1,315 
  Adjustments to reconcile net income (loss) to net cash provided by operating                                   
   activities:                                                                                                   
    Depreciation of property, plant and equipment...............................       874        443        317 
    Amortization of goodwill and other assets...................................       750        260        271 
    Provision (benefit) for deferred income taxes...............................       (11)        --        243 
    Provision for doubtful accounts receivable..................................        60         26         50 
    Provision for loss on inventories...........................................        --        125         (9)
    Changes in operating assets and liabilities:                                                                 
      (Increase) decrease in accounts receivable................................        58       (396)      (633)
      (Increase) decrease in inventories........................................      (137)       749       (792)
      (Increase) decrease in other current assets...............................        63        (22)        87 
      Increase in other assets..................................................        --         --       (130)
      Increase (decrease) in accounts payable...................................       312        (79)       950 
      Increase (decrease) in accrued expenses...................................      (288)       128        315 
      Decrease in other liabilities.............................................        --         --        (76)
                                                                                 ---------  ---------  --------- 
  Net cash provided by operating activities.....................................     1,405      1,865      1,908 
                                                                                 ---------  ---------  --------- 
Cash flows from investing activities:                                                                            
  Capital expenditures..........................................................      (251)      (161)      (173)
                                                                                 ---------  ---------  --------- 
Cash flows from financing activities:                                                                            
  Borrowings under loan agreements..............................................     5,594      7,668         -- 
  Repayments under loan agreements..............................................    (6,080)        --     (4,000)
  Repayment of working capital revolver.........................................        --     (8,980)      (583)
  Refinancing proceeds from new term loan.......................................        --         --      4,500 
  Refinancing proceeds from new working capital revolver........................        --         --         83 
  Payments under new term loan..................................................        --         --     (1,367)
  Borrowings under new working capital revolver.................................        --         --      9,524 
  Payments under new working capital revolver...................................        --         --     (9,608)
  Payments under debt issued in conjunction with acquisition....................      (427)      (428)      (468)
  Common stock purchase.........................................................        --        (15)        -- 
  Proceeds from issuance of common stock........................................        --         --          5 
  Increase (decrease) in checks issued in excess of funds on deposit............      (273)        38        170 
                                                                                 ---------  ---------  --------- 
  Net cash used in financing activities.........................................    (1,186)    (1,717)    (1,744)
                                                                                 ---------  ---------  --------- 
Net effects of exchange rate changes on cash....................................        44         18         (6)
                                                                                 ---------  ---------  --------- 
Net increase (decrease) in cash.................................................        12          5        (15)
Cash, beginning of year.........................................................        10         22         27 
                                                                                 ---------  ---------  --------- 
Cash, end of year...............................................................       $22        $27        $12 
                                                                                 ---------  ---------  --------- 
                                                                                 ---------  ---------  --------- 
  Supplemental disclosures of cash flows information:                                                            
    Cash paid during the year for:                                                                               
      Interest..................................................................      $846       $739       $505 
      Income taxes..............................................................        78        100        468 

The accompanying notes are an integral part of these statements.

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DUR-O-WAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1992, 1993 AND 1994
(AMOUNTS IN THOUSANDS)

(1) NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES         

    (a)  NATURE OF ACTIVITIES--Dur-O-Wal, Inc.  and its wholly-owned subsidiary,
       Dur-O-Wal Limited (together referred to as "the Company"), are engaged in
       the manufacture of masonry wall reinforcement products, sold  principally
       to  masonry  block  manufacturers and  wholesalers  of  masonry materials
       throughout the United  States and Canada.  Operations are conducted  from
       company  owned premises in  Aurora, Illinois and  Baltimore, Maryland and
       leased facilities in Ontario, Canada and other various leased  facilities
       throughout  the United States. The Company grants uncollateralized credit
       to approximately 1,500 customers, none of which accounts for more than 4%
of net sales.                                                     

    (b)  PRINCIPLES  OF  CONSOLIDATION--The  consolidated  financial  statements
       include  the accounts of Dur-O-Wal, Inc. and its wholly-owned subsidiary.
       All  significant  intercompany  accounts   and  transactions  have   been
eliminated.                                                       

    (c)  COST OF GOODS SOLD--Cost of goods sold in the United States is recorded
       on the last-in, first-out (LIFO)  method. Effective January 1, 1994,  the
       Company  changed its  method of  accounting for  purchased finished goods
       from the  first-in,  first-out (FIFO)  method  to the  LIFO  method.  The
       Company  believes that the use of  the LIFO method better matches current
       costs with  current revenues.  There was  no cumulative  effect for  this
       accounting change. The effect of this change decreased 1994 net income by
       approximately  $61. Foreign  cost of goods  sold is recorded  on the FIFO
method.                                                           

    (d)  DEPRECIATION  AND  AMORTIZATION--Property,  plant  and  equipment   are
       depreciated  or  amortized over  their estimated  useful lives  using the
       straight-line method. Upon  asset retirement or  other disposition,  cost
       and  related accumulated depreciation are  removed from the accounts, and
       any  gain  or  loss  is  included  in  the  consolidated  statements   of
       operations.   Significant  renewals  and   betterments  are  capitalized.
 Expenditures for maintenance and repairs are charged to operations.

    (e) AMORTIZATION  OF  GOODWILL  AND OTHER  ASSETS--Goodwill  represents  the
       excess  of  purchase price  paid  over the  fair  market value  of assets
       acquired and is  amortized on  a straight-line basis  over twenty  years.
       Other  assets,  which  consist  primarily of  capitalized  loan  fees and
       noncompete agreements, are  stated at their  fair values at  the date  of
       acquisition  and are amortized on a  straight-line basis over the term of
the related loans and agreements of five and six years.           

    (f)   INCOME  TAX  PROVISION--Income  tax expense  is  the  total  of  taxes
       currently  payable for  the period  and the  change during  the period in
       deferred tax  assets  and liabilities.  The  Company uses  the  liability
       method  of accounting for  income taxes, under  which deferred tax assets
       and liabilities  are  recorded  based  on  the  differences  between  the
       financial statement and tax bases of assets and liabilities using the tax
       rates  in effect when such differences are expected to reverse. Valuation
       allowances are established, when necessary, to reduce deferred tax assets
to the amount expected to be realized.                            

    (g) FOREIGN CURRENCY TRANSLATION--The financial statements of the  Company's
       operations  located outside the United  States are translated into United
       States  dollars  in  accordance  with  SFAS  No.  52,  "Foreign  Currency
       Translation."  Profit  and loss  accounts are  translated at  the average
monthly exchange rate prevailing during the year.                 

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DUR-O-WAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1992, 1993 AND 1994
(AMOUNTS IN THOUSANDS)

(2) TERM AND WORKING CAPITAL REVOLVING DEBT                                     
    On January  14, 1994,  the  Company refinanced  its  term loan  and  working
capital revolver with another lender. The proceeds of the refinancing were used,
in  part, to pay certain  obligations under noncompete/consulting agreements and
to retire outstanding bank debt. The  agreement provides revolving credit of  up
to  $3,000 (limited to the lesser of $3,000 or the borrowing base, computed as a
percentage of eligible  inventory and accounts  receivable) and a  term loan  of
$4,500.  While the agreement  matures January 14, 1997,  the Company can request
and the lender  can grant additional  one-year extensions (the  effect of  which
extension  would be  to continue the  agreement for an  additional three years),
commencing April 30, 1995, 1996 and 1997. Interest on the term loan and revolver
is payable monthly and through December 31, 1994 is computed at 1.50% and  1.25%
above  the lender's current  corporate prime rate,  respectively (prime rate was
8.50% at December 31, 1994).  For the period January  1, 1995 through March  31,
1995, interest on the term loan and revolver was 1.25% and 1% above the lender's
current corporate prime rate. Effective April 1, 1995, the agreement was amended
to  adjust interest on the term  loan and the revolver to  1% and 0.5% above the
lender's current corporate prime rate.  The agreement includes covenants  which,
among  other things,  require the Company  to maintain  various financial ratios
concerning collateral obligations,  net worth, and  debt service.  Additionally,
the  agreement requires the Company to  meet or exceed specific pre-tax earnings
thresholds and limits the Company's total amount of annual capital expenditures.
Under the agreement, the  Company is also  prohibited from incurring  additional
borrowings.  The term loan and the  revolver borrowings under the Secured Credit
Agreement (the agreement) are collateralized by substantially all the assets  of
the Company.                                                                    

    Interest  expense on the above  borrowings totaled approximately $697, $594,
and $435 for the years ended December 31, 1992, 1993 and 1994, respectively.    

(3) INCOME TAXES                                                                

    The Company adopted SFAS No.  109, "Accounting for Income Taxes,"  effective
January 1, 1993. The adoption of this standard did not have a material effect on
the  Company's  financial statements.  As permitted  under  SFAS No.  109, prior
years' financial statements were not restated.                                  

    The income tax provision  (benefit) for the years  ended December 31,  1992,
1993 and 1994 consisted of:                                                     

                                                        [Enlarge/Download Table]

                                                                                              1992        1993       1994   
                                                                                              -----       -----    ---------
                                                                                                                            
Current:                                                                                                                    
  Federal.................................................................................. $      --   $      --  $     476
  State....................................................................................        --          --        109
  Foreign..................................................................................        66          64         27
                                                                                                  ---         ---  ---------
                                                                                                   66          64        612
Deferred...................................................................................       (11)         --        243
                                                                                                  ---         ---  ---------
                                                                                                  $55         $64       $855
                                                                                                  ---         ---  ---------
                                                                                                  ---         ---  ---------

    For  1994, the difference between the statutory  federal tax rate of 34% and
the effective tax rate of 39.4%,  related primarily to state and foreign  income
taxes.  For 1993, the difference  between the statutory federal  tax rate of 34%
and the effective tax rate of 9.3%  related primarily to the utilization of  net
operating  loss carryforwards.  For 1992,  the difference  between the statutory
federal rate of 34% and the effective  tax rate of (24.9%) related primarily  to
there being no benefit from the net operating losses and taxes payable on income
of the foreign subsidiary.                                                      

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DUR-O-WAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1992, 1993 AND 1994
(AMOUNTS IN THOUSANDS)

(3) INCOME TAXES (CONTINUED)                                                    
    The valuation allowance decreased by $251 during the year ended December 31,
1994.                                                                           

(4) COMPENSATION AGREEMENTS                                                     

    The Company's deferred compensation agreement with its President permits the
President  to  defer a  portion of  his salary  for payment  in the  future plus
accrued interest. Expense under  this plan was  $5 for each  of the years  ended
December  31, 1992, 1993 and 1994. The Company's deferred compensation agreement
with its subsidiary's General Manager resulted  in the grant of "phantom  stock"
shares  whereby the value of the shares  was modified each year for a guaranteed
yearly increase  as specified  by the  agreement, plus  an increase  if  certain
performance goals were achieved for the year. This plan was discontinued in 1993
with  payments of  the deferred  balance to be  paid beginning  in 1995. Expense
under this plan was $10 and $71 for the years ended December 31, 1992 and  1993,
respectively.                                                                   

    The  Company's  supplemental compensation  agreement  with its  President is
funded with  life insurance  and provides  compensation benefits  upon death  or
retirement to the extent of the cash value of such insurance policy. The Company
has  agreed to fund  the premiums under  the policy and  charges the premiums to
expense when  paid. The  Company has  funded four  annual premium  payments  and
borrowed  against the cash value  of the policy to  fund five annual premiums to
date. During  1994,  $29 was  charged  to expense  relating  to the  payment  of
interest on policy loans.                                                       

    The  Company's  Subscription Stock  Purchase  and Stock  Appreciation Rights
Agreements with certain executives provides for the annual purchase of a defined
number of common shares at  an amount determined by  a formula. In addition,  in
lieu  of exercising their stock options, participants may elect to receive stock
appreciation rights  ("SAR's") on  a  share-for-share basis.  Upon sale  of  the
Company, holders of the SAR's will receive, on a per share basis, the difference
between  their cost per share and the sale  price per share. The SAR's expire on
the earlier of the sale of  the Company, termination of employment, or  December
31,  1998.  At December  31, 1994,  422.2  SAR's were  outstanding at  per share
amounts ranging from $389 to $463. No accruals have been provided for the  SAR's
as management believes there has been no increase in value.                     

5)  OPERATING LEASES                                                            

    The  Company conducts a portion of its operations in leased facilities under
noncancellable operating  leases  expiring at  various  dates through  1999.  In
addition,  the  Company leases  certain  equipment, principally  automobiles and
trucks, which are  used in  its operations.  Most leases  contain options  which
allow  the Company  to renew  the leases  at the  fair market  rental value. The
Company also leases certain office equipment under short-term agreements.       

    Rental expense under all  operating leases was $434,  $450 and $462 for  the
years ended December 31, 1992, 1993 and 1994, respectively.                     

6)  SUBSEQUENT EVENT -- UNAUDITED                                               

    On  October 16, 1995, the shareholders of  the Company sold the stock of the
Company to Dayton Superior Corporation for $21,875 in cash.                     

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DUR-O-WAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME 
FOR THE PERIODS JANUARY 1 THROUGH OCTOBER 15, 1994 AND 1995 

                                                        [Enlarge/Download Table]

                                                                                        1994          1995    
                                                                                    ------------  ------------
                                                                                           (UNAUDITED)        
                                                                                      (AMOUNTS IN THOUSANDS)  
                                                                                                              
Net sales..........................................................................  $   18,998    $   20,893 
Cost of goods sold.................................................................      13,717        15,080 
Depreciation and amortization......................................................         222           238 
                                                                                    ------------  ------------
  Gross profit.....................................................................       5,059         5,575 
Selling, general and administrative expenses.......................................       2,788         3,348 
Depreciation and amortization......................................................         201           203 
                                                                                    ------------  ------------
  Income from operations...........................................................       2,070         2,024 
Other expenses:                                                                                               
  Interest.........................................................................         366           449 
  Miscellaneous, net...............................................................         125            24 
                                                                                    ------------  ------------
  Income before income tax provision...............................................       1,579         1,551 
Income tax provision...............................................................         556           674 
                                                                                    ------------  ------------
  Net income.......................................................................  $    1,023    $      877 
                                                                                    ------------  ------------
                                                                                    ------------  ------------

The accompanying notes are an integral part of these statements.

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DUR-O-WAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE PERIODS JANUARY 1 THROUGH OCTOBER 15, 1994 AND 1995 

                                                        [Enlarge/Download Table]

                                                                                         1994          1995     
                                                                                     ------------  -------------
                                                                                             (UNAUDITED)        
                                                                                       (AMOUNTS IN THOUSANDS)   
                                                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                           
  Net income.......................................................................   $    1,023     $     877  
  Adjustments to reconcile net income to net cash provided by operating activities:                             
    Depreciation of property, plant and equipment..................................          251           260  
    Amortization of goodwill.......................................................          172           181  
    Amortization of deferred financing costs.......................................           31            83  
    Provision (benefit) for deferred income taxes..................................            4           (35) 
  Changes in operating assets and liabilities:                                                                  
    Accounts receivable............................................................         (778)          (20) 
    Inventories....................................................................          (60)          474  
    Prepaid income taxes...........................................................           --          (137) 
    Accounts payable and checks issued in excess of funds on deposit...............          329          (750) 
    Accrued expenses...............................................................          108          (410) 
    Other long-term liabilities....................................................          (93)          348  
    Other, net.....................................................................           84            23  
                                                                                     ------------       ------  
      Net cash provided by operating activities....................................        1,071           894  
                                                                                     ------------       ------  
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                           
  Capital expenditures.............................................................          (68)         (436) 
                                                                                     ------------       ------  
      Net cash used in investing activities........................................          (68)         (436) 
                                                                                     ------------       ------  
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                           
  Repayments under loan agreement..................................................         (655)         (527) 
  Proceeds from issuance of common stock...........................................            5            65  
                                                                                     ------------       ------  
      Net cash used in financing activities........................................         (650)         (462) 
                                                                                     ------------       ------  
NET EFFECTS OF EXCHANGE RATE CHANGES ON CASH.......................................           11             5  
                                                                                     ------------       ------  
      Net increase in cash.........................................................          364             1  
CASH, beginning of period..........................................................           27            12  
                                                                                     ------------       ------  
CASH, end of period................................................................   $      391     $      13  
                                                                                     ------------       ------  
                                                                                     ------------       ------  
Supplemental disclosures of cash flows information:                                                             
  Cash paid during the period for:                                                                              
    Interest.......................................................................   $      335     $     324  
    Income taxes...................................................................          299         1,016  

The accompanying notes are an integral part of these statements.

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DUR-O-WAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED STATEMENTS
OCTOBER 15, 1994 AND 1995 

(1) CONSOLIDATED FINANCIAL STATEMENTS                                           
    The interim  consolidated financial  statements  included herein  have  been
prepared  by  the  Company,  without  audit,  and  include,  in  the  opinion of
management, all adjustments necessary to state fairly the information set  forth
therein.  Any  such  adjustments  were of  a  normal  recurring  nature. Certain
information and footnote disclosures  normally included in financial  statements
prepared  in accordance with generally  accepted accounting principles have been
omitted, although the Company believes that the disclosures are adequate to make
the information presented not misleading.  It is suggested that these  unaudited
consolidated  financial statements be read  in conjunction with the consolidated
financial statements and  the notes  thereto included in  the Company's  audited
consolidated financial statements for the year ended December 31, 1994.         

(2) ACCOUNTING POLICIES                                                         
    The   interim  consolidated  financial  statements  have  been  prepared  in
accordance with the accounting policies described in the notes to the  Company's
consolidated   financial  statements  for  the  year  ended  December  31,  1994
consolidated financial statements. While management believes that the procedures
followed in the preparation of interim financial information are reasonable, the
accuracy of some estimated  amounts is dependent upon  facts that will exist  or
calculations  that will  be accomplished  at fiscal  year end.  Examples of such
estimates include changes  in the LIFO  reserve (based upon  the Company's  best
estimate  of inflation to date) and management bonuses. Any adjustments pursuant
to such estimates during the quarter were of a normal recurring nature.         

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NO  DEALER, SALESPERSON  OR ANY  OTHER PERSON  HAS BEEN  AUTHORIZED TO  GIVE ANY
INFORMATION OR TO MAKE  ANY REPRESENTATIONS OTHER THAN  THOSE CONTAINED IN  THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED  BY THE COMPANY, ANY SELLING  SHAREHOLDER OR ANY UNDERWRITER. NEITHER
THE DELIVERY OF  THIS PROSPECTUS NOR  ANY SALE MADE  HEREUNDER SHALL, UNDER  ANY
CIRCUMSTANCES,  CREATE  ANY IMPLICATION  THAT THERE  HAS BEEN  NO CHANGE  IN THE
AFFAIRS OF THE COMPANY SINCE THE DATES AS OF WHICH INFORMATION IS GIVEN IN  THIS
PROSPECTUS.  THIS PROSPECTUS  DOES NOT  CONSTITUTE AN  OFFER OR  SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO  DO
SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.  

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

TABLE OF CONTENTS 

                                                                [Download Table]

                                                    PAGE   
                                                    -----  
                                                           
Prospectus Summary.............................           3
Risk Factors...................................          10
Use of Proceeds................................          14
Dividend Policy................................          14
Capitalization.................................          15
Dilution.......................................          16
Selected Financial Data........................          17
Pro Forma Combined Financial Information.......          19
Management's Discussion and Analysis of                    
 Financial Condition and Results of                        
 Operations....................................          21
Business.......................................          29
Management.....................................          42
Certain Relationships and Related Party                    
 Transactions..................................          48
Principal and Selling Shareholders.............          50
Description of Capital Shares..................          53
Shares Eligible for Future Sale................          56
Description of Certain Indebtedness............          57
Underwriting...................................          58
Legal Matters..................................          60
Experts........................................          60
Available Information..........................          60
Index to Financial Statements..................         F-1

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

    UNTIL JULY 15, 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING   TRANSACTIONS  IN  THE   CLASS  A  COMMON   SHARES,  WHETHER  OR  NOT
PARTICIPATING IN THIS  DISTRIBUTION, MAY  BE REQUIRED TO  DELIVER A  PROSPECTUS.
THIS  IS IN ADDITION TO  THE OBLIGATION OF DEALERS  TO DELIVER A PROSPECTUS WHEN
ACTING  AS  UNDERWRITERS  AND  WITH  RESPECT  TO  THEIR  UNSOLD  ALLOTMENTS   OR
SUBSCRIPTIONS.                                                                  

3,700,000 SHARES                                                                

DAYTON SUPERIOR CORPORATION                                                     

CLASS A COMMON SHARES                                                           
(WITHOUT PAR VALUE)                                                             

tuvw                                                                            

SALOMON BROTHERS INC                                                            
LAZARD FRERES & CO. LLC                                                         
ROBERT W. BAIRD & CO.                                                           
INCORPORATED                                                      
BT SECURITIES CORPORATION                                                       

PROSPECTUS                                                                      
DATED JUNE 20, 1996                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B1’ Filing		Date		First		Last			Other Filings
		10/17/05		45
		12/31/03		14					10-K
		10/16/03		73
		12/31/02		14		73			10-K,  10-K/A
		10/16/00		73
		12/31/99		73					10-K
		12/1/99		72
		12/31/98		91					10-K,  8-K
		10/1/97		26		80
		4/30/97		90
		1/14/97		90
		10/31/96		72
		10/13/96		43		79
		7/15/96		95
		6/25/96		1		27
Filed on:		6/21/96
		6/20/96		1		95
		6/18/96		63		79			S-1/A
		6/17/96		10		80
		5/10/96		50
		4/30/96		90
		4/29/96		3		80
		4/4/96		15		80
		3/29/96		7		84
		3/18/96		49
		2/10/96		63
		1/1/96		70		84
		12/31/95		7		84
		10/16/95		20		91
		10/15/95		19		94
		10/13/95		43		79
		10/11/95		74
		7/13/95		27
		6/1/95		24
		4/30/95		90
		4/21/95		85
		4/1/95		90
		3/31/95		7		90
		1/1/95		3		90
		12/31/94		23		94
		10/15/94		62		94
		5/26/94		74
		5/1/94		75
		4/20/94		86
		1/14/94		90
		1/1/94		24		89
		12/31/93		25		91
		1/1/93		90
		12/31/92		60		91
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