ITEM 1. BUSINESS
General
Buffets, Inc., a Minnesota corporation, was organized in 1983. Its executive offices are located at 10260 Viking Drive, Eden Prairie, Minnesota 55344. References herein to the "Company" are to Buffets, Inc. and its subsidiaries, Evergreen Buffets Inc., OCB Restaurant Co., OCB Realty Co., OCB Purchasing Co., OCB Property Co., Texas Buffets, Inc. (until it merged into OCB Restaurant Co. in July 1994), and Southland Buffets, Inc. (until its merger into the Company in May 1992), unless the context indicates otherwise.
The Company is principally engaged in the development and operation of "buffet" restaurants under the name "Old Country Buffet" ("Country Buffet" in the state of Colorado). The Company obtained a federal trademark registration covering the words "Old Country Buffet" in June of 1985.
The Company presently operates 225 company-owned restaurants in 31 states (including 17 opened since year end). The Company contemplates that approximately 35 to 40 Company-owned restaurants will be opened in 1995. In addition, six franchised Old Country Buffet restaurants are in operation in Nebraska and Oklahoma.
The Company's restaurants offer a wide variety of freshly prepared menu items, including soups, salads, entrees, vegetables, non-alcoholic beverages and desserts, presented in a self-service buffet format in which customers select the items and portions of their choice. The restaurants' typical dinner entrees include chicken, carved roast beef and ham, and two or three other hot entrees such as casseroles, shrimp and fish. Chicken, fish and two or three other entrees usually are offered at lunch. The Company's restaurants utilize uniform menus, recipes and ingredient specifications, except for certain variations adopted in response to regional preferences.
The Company's restaurants range in size from approximately 8,000 to 13,850 square feet, seat from 260 to 390 people, and generally include areas that can be partitioned to accommodate private meetings and group outings. The decor is attractive and informal. To date, the Company has located its restaurants primarily within or adjacent to strip or neighborhood shopping centers. The Company's restaurants generally are open from 11:00 a.m. to 8:00 p.m. or 9:00 p.m. A majority of the Company's restaurants also serve breakfast from 8:00 a.m. to 11:00 a.m. on weekends.
Scatter System Format
Menu items generally are presented to diners using a "scatter system" rather than a conventional straight buffet serving line. Under the scatter system, six to eight separate food islands or counters are used to present various courses of each meal to diners (for example, salads on one island, desserts on another), with diners able to proceed directly to those islands presenting the menu items they desire at the time. The scatter system promotes easier food access and has helped reduce the long lines that often occurred during peak hours in the Company's restaurants utilizing the conventional straight-line serving format. The scatter system was introduced by the Company in August 1989 and has been utilized in all of its restaurants developed since March 1990. In addition, because of the success of the scatter system, the Company pursued a remodeling program from February 1990 through 1994 with the goal of converting substantially all of its 71 then-existing restaurants from the conventional straight-line format to the scatter system. To date, the Company's experience with converted restaurants indicates that these restaurants generally achieve higher sales following conversion.
Small Batch Preparation
To ensure freshness, hot foods and bakery items are prepared repeatedly throughout the day in relatively small batches. Restaurant managers closely monitor the servicing area for the quality and availability of all items. The Company believes the freshness achieved through small batch preparation contributes significantly to the high quality of its food.
All-Inclusive Price
The Company's restaurants currently charge, depending on the market area, $4.99 to $5.79 for lunch Monday through Saturday and $6.49 to $7.59 for dinner Monday through Sunday. On Saturday and Sunday, certain restaurants serve breakfast at prices ranging from $4.99 to $5.99. Reduced prices are available to senior citizens who purchase an annual senior club card for $1.00 per year and to children under the age of ten or twelve depending on the market area. Children's prices for all meals are $.35 to $.55 per year of their age from two through ten or twelve. Customers pay prior to entering the dining area and are assisted to tables by restaurant employees. They may return for second helpings and additional beverages and desserts without additional charge.
Restaurant Operations and Controls
GENERAL. In order to maintain a consistently high level of food quality and service in all of its restaurants, the Company has established uniform operational standards which are implemented by the managers of each restaurant. All restaurants are required to be operated in accordance with rigorous standards and specifications relating to the quality of ingredients, preparation of food, maintenance of premises and employee conduct.
MENU SELECTION AND PURCHASING. Headquarters personnel prepare and periodically revise standard recipes and menus and a list of approved ingredients and supplies based upon the quality, availability, cost and customer acceptance of various menu items. Food quality is maintained through centralized coordination with suppliers and frequent restaurant visits by district managers and other management personnel.
The Company purchases its food and beverage inventories and restaurant supplies from independent suppliers approved by headquarters personnel, who negotiate quality specifications, delivery schedules and pricing and payment terms (typically 28 days) directly with the suppliers. Although all supplier invoices are paid from Company headquarters, restaurant managers place orders for inventories and supplies with, and receive shipments directly from, suppliers. Restaurant managers approve invoices before forwarding them to Company headquarters for payment. To date, the Company has not experienced any difficulties in obtaining food and beverage inventories or restaurant supplies, and the Company does not anticipate that any material difficulties will develop in the foreseeable future.
RESTAURANT MANAGEMENT. Each restaurant typically employs a general manager, an associate general manager, and one to three assistant managers. Each of the Company's restaurant general managers has primary responsibility for day-to-day operations in one of the Company's restaurants, including customer relations, food service, cost controls, restaurant maintenance, personnel relations, implementation of Company policies and the restaurant's profitability. A substantial portion of each general manager's and associate general manager's compensation depends directly on the restaurant's profitability. In addition, restaurant managers receive stock options under the Company's current stock option program entitling them to acquire an equity interest in the Company. The Company believes that its compensation policies have been important in attracting, motivating and retaining qualified operating personnel.
Each restaurant general manager reports to a district manager, each of whom in turn reports to a regional director (currently six persons). Each regional director reports to the Company's Executive Vice President of Operations.
The Company maintains centralized financial and accounting controls for its restaurants. On a daily basis, restaurant managers forward customer counts, sales, labor costs and deposit information to Company headquarters. On a weekly basis, restaurant managers forward a summarized profit and loss statement, sales report, and supplier invoices. Payroll data is forwarded every two weeks.
MANAGEMENT TRAINING. All new managers are required to complete an extensive nine-week training program which focuses on the operating skills and management functions necessary to successfully manage an Old Country Buffet restaurant. This training is broken down into three phases. Phase one starts the program with the first two weeks spent in a Company restaurant learning skills needed for hourly positions. Phase two, the next four weeks of the program, is conducted at the Company's training center located in Eden Prairie, Minnesota. At the training center, managers-in-training participate in a series of seminars designed to further develop skills in food production, personnel management, and professional development. Phase three, the remaining three weeks of training, is spent in a Company restaurant using the management and operational skills learned at the training center under actual restaurant conditions. Training and development of managers continues beyond the first nine weeks. Managers continue to phase four, a self paced training program designed to further develop their proficiency in management supervisory skills. Before a manager is promoted to General Manager the phase four program must be completed. The Company currently requires all new managers to have at least two years' prior management experience or the equivalent in education.
Franchising and Joint Ventures
There currently are six franchised Old Country Buffet restaurants in Nebraska and Oklahoma, owned by two franchisees. The Company's franchise agreements generally have initial terms of 15 years and require the franchisee to pay an initial fee of $25,000 and continuing royalties equal to four percent of the franchisee's sales. The Company has an agreement with each franchisee whereby the Company has options exercisable at various times over the next several years to repurchase the Old Country Buffet restaurants developed by such franchisee at a predetermined formula price based principally on restaurant gross sales.
The Company has taken advantage of joint venture opportunities from time to time, principally as a means of entering new geographic markets. The Company currently has only one 90%-owned joint venture subsidiary, developing and operating Old Country Buffet restaurants in Washington and Oregon (established in November 1988). Similar to the Company's repurchase options with its franchisees, the Company has included a mechanism for repurchasing the minority interest in its existing joint venture subsidiary at a predetermined formula price based principally on restaurant gross sales.
The Company at present is not actively seeking to grant additional franchises or enter into additional joint ventures.
Competition
The food service industry is highly competitive. Menu, price, service, convenience, location and ambience are all important competitive factors, with the relative importance of many such factors varying among different segments of the consuming public.
By providing a wide variety of food and beverages at reasonable prices in an attractive and informal environment, the Company seeks to appeal to a broad range of value-oriented consumers. The Company believes that its primary competitors in this market segment are other buffet and cafeteria restaurants, and traditional casual dining restaurants with full menus and table service. The Company believes that its success to date has been due to its particular approach combining pleasant ambience, high food quality, breadth of menu, cleanliness and reasonable prices with satisfactory levels of service and convenience.
The Company believes its sales may be somewhat seasonal, with a lower percentage of annual sales occurring in most of its current market areas during the winter months.
Advertising and Promotion
To date the Company has relied primarily on customers' word-of-mouth recommendations to promote its business. As a result, prior to 1993, annual advertising costs never exceeded 1.1% of restaurant sales, such costs being incurred primarily for menu cards, brochures and a limited amount of local newspaper, radio and television advertising. Based on favorable results, the Company increased its rate of expenditures on advertising to 1.4% of restaurant sales in 1993, primarily for increased radio and television advertising. The Company lowered its spending to 1.3% in 1994 due to the decision in the fourth quarter to spend those dollars in food and labor to better serve the guest. The Company expects to spend approximately 1.0% on advertising in 1995. The Company is prepared to increase its advertising expenditures in the future if it determines that further increases are likely to generate sufficient additional revenues. The Company believes its senior citizen discount program has encouraged many senior citizens to eat at the Company's restaurants.
Regulation
The Company's restaurants must be constructed to meet federal, state and local building and zoning requirements and must be operated in accordance with state and local regulations relating to the preparation and serving of food. The Company is also subject to various federal and state labor laws which govern its relationships with its employees, including those relating to minimum wages, overtime and other working conditions. Environmental regulations have not had a material effect on the operations of the Company. The Company to date has been successful in obtaining all necessary permits and licenses and complying with applicable regulations, and does not expect to encounter any material difficulties in the future with respect to these matters.
Trademarks
In June 1985, the Company obtained a federal trademark registration covering the words "Old Country Buffet." The Company has subsequently obtained trademark protection for additional marks used in its business. Generally, federal registration of a trademark gives the registrant the exclusive use of the trademark in the United States in connection with the goods or services associated with the trademark, subject to the common law rights of any other person who began using the trademark (or a confusingly similar mark) prior to the date of federal registration. Because of the common law rights of such a pre-existing restaurant in certain portions of Colorado, the Company's restaurants in that state use the name "Country Buffet." The Company intends to take appropriate steps to develop and protect its marks.
Employees
As of March 8, 1995, the Company employed approximately 15,915 persons, including 915 supervisory and administrative, 250 managerial, and 14,750 restaurant employees. Approximately 75% of the Company's restaurant employees work part-time. Relations with employees have been satisfactory and no work stoppages due to labor disputes have occurred. The Company anticipates that its work force will increase by more than 15% by the end of 1995.
Restaurant Development
GENERAL. The Company opened 34 restaurants in 1994 and expects to open approximately 35 to 40 restaurants in 1995, of which 17 were open as of March 20, 1995. The Company intends to pursue expansion during 1995 in both existing and new markets.
The ability of the Company to open new restaurants depends on a number of factors, including its ability to find suitable locations and negotiate acceptable leases and land purchases, its ability to attract and retain a sufficient number of qualified restaurant managers, and the availability of capital. The Company actively and continuously attempts to identify and negotiate leases and land purchases for additional new locations, and expects that it will be able to achieve its intended development schedule for 1995, though there is no assurance that this will be the case.
GEOGRAPHIC EXPANSION STRATEGY. The Company initially concentrated its restaurant development in the Midwest, and then after several years expanded to other regions of the country. The Company currently operates in 31 states and opened its first restaurants in Kentucky, New Jersey and North Carolina during 1994. The Company attempts to cluster its restaurants in geographic areas to achieve economies of scale in costs of supervision, marketing and purchasing.
SITE SELECTION CRITERIA. The primary criteria considered by the Company in selecting new locations are a high level of customer traffic, convenience to both lunch and dinner customers in demographic groups (such as families and senior citizens) that tend to favor the Company's restaurants, and the occupancy cost of the proposed restaurant. The Company has found that these criteria frequently are satisfied by well-located strip shopping centers that benefit from cotenancy with strong national retailers and visibility to high traffic roads. All but 35 of the Company's current restaurants are located in such centers. Twenty of the other 35 restaurants are located in regional or other enclosed shopping malls and fifteen are located in free-standing structures. The Company anticipates that free-standing locations will likely comprise a larger percentage of its new restaurants in the future. The Company typically requires a population density of at least 100,000 within five miles of each new location, and currently is concentrating its development efforts on urban areas that can accommodate a number of Company restaurants. Because an Old Country Buffet restaurant typically draws a significant volume of customers and because of the Company's financial strength, the Company often has been able to negotiate favorable lease terms.
RESTAURANT CONSTRUCTION. In an effort to better control costs and improve quality, the Company is closely involved in the construction of its restaurants, and also in the acquisition and installation of fixtures and equipment. The Company acts as its own general contractor, using restaurant designs prepared by the Company's own architectural staff. The Company normally satisfies the equipment and other restaurant supply needs of its new restaurants from inventory acquired directly from manufacturers and stored at the Company's warehouse in Eden Prairie, Minnesota. Restaurants located in shopping centers typically open approximately 11 weeks after construction begins, while free-standing restaurants typically open approximately 17 weeks after construction begins. The average cost to develop an Old Country Buffet restaurant located in a shopping center during fiscal 1994 was approximately $615,000 for leasehold improvements (net of landlord contributions); and approximately $644,000 for equipment and furnishings. Free-standing owned restaurants developed in 1994 and the first part of 1995 entailed an average land cost of $606,000 and a projected average building cost of $1,200,000. It is expected the increased development of free-standing restaurants will increase the average cost per unit and associated capital requirements in 1995.
ITEM 2.

ITEM 2. PROPERTIES
The Company's executive offices are located in approximately 30,000 square feet of leased space in Eden Prairie, Minnesota, for a term ending October 31, 1997. The Company also leases a 22,200 square foot warehouse and training center in Eden Prairie, Minnesota for a term ending January 31, 1997. The Company owns a 72,000 square foot facility in Marshfield, Wisconsin which it utilizes for the fabrication of cabinetry and fixtures for restaurants.
Most of the Company's restaurants are located in leased facilities, although land purchases for free-standing restaurants are increasingly being relied upon in instances where more competitive locations can be acquired. Fifteen restaurants are located in free-standing buildings, 20 are located in regional or other enclosed shopping malls, and the rest are located in strip or neighborhood shopping centers. Most of the leases provide for a minimum annual rent and additional rent calculated as a percentage of restaurant sales, generally 3% to 5%, if the rents so calculated exceed the minimum. The initial terms of the Company's leases generally range from ten to fifteen years, and the leases usually have renewal options for additional five to ten year periods.
The Company owns substantially all of the equipment, furniture and fixtures in its restaurants. Leasehold improvements made by the Company in leased premises usually become the property of the landlord upon expiration or termination of the lease. To date, most of the Company's strip mall landlords have agreed to bear a portion of the cost of leasehold improvements by way of either rent concessions or cash contributions.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
IN RE BUFFETS, INC. SECURITIES LITIGATION, United States District Court for the District of Minnesota, Master No. 3-94-1447. This action is a consolidation of four separate lawsuits. The first lawsuit was commenced by ZSA Asset Allocation Fund and ZSA Equity Fund on or about November 7, 1994. Three other substantially similar actions were filed shortly thereafter by alleged shareholders Marc Kushner, Trustee for Service Lamp Corp. Profit Sharing Plan, Jerrine Fernandes, and John J. Nuttall. By Pretrial Order No. 1, entered in early January 1995, the District Court ordered that the four lawsuits be consolidated into the single pending action and that plaintiffs serve and file a Consolidated Amended Class Action Complaint (the "Complaint"), which was served on or about January 31, 1995. The Complaint is against the Company and several of its officers and directors. In the Complaint, plaintiffs seek to represent a putative class consisting of all persons and entities (excluding defendants and certain others) who purchased shares of the Company's Common Stock during the period commencing October 26, 1993 and ending October 25, 1994 (the "Class Period").
The Complaint alleges that the defendants made misrepresentations and omissions of material fact during the Class Period with respect to the Company's operations and restaurant development activities, as a result of which the price of the Company's stock allegedly was artificially inflated during the Class Period. The Complaint further alleges that certain defendents made sales of Common Stock of the Company during the Class Period while in possession of material undisclosed information about the Company's operations and restaurant development activities. The Complaint alleges that the defendents' conduct violated the Securities Exchange Act of 1934 and seeks compensatory damages in an unspecified amount, prejudgment interest, and an award of attorneys' fees, costs and expenses. On March 14, 1995 the defendents filed a joint motion to dismiss the Complaint. This motion will be briefed by the parties and is scheduled to be definitively submitted to the Court on or about May 1, 1995 for its decision. Management of the Company believes that
the action is without merit and intends to defend it vigorously. Although the outcome of this proceeding cannot be predicted with certainty, the Company's management believes that while the outcome may have a material effect on earnings in a particular period, the outcome should not have a material effect on the financial condition of the Company.
From time to time, the Company is involved in litigation relating to claims arising from its operations in the normal course of business. Neither the Company nor any of its subsidiaries is currently a party to any legal proceedings the adverse outcome of which would, in management's opinion, have a material adverse effect on the Company's results of operations or financial position.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Company during the fourth quarter of the fiscal year covered by this report.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT.
The executive officers are elected annually by the Board of Directors to serve until the next annual meeting of the Board. The following table contains information regarding the present executive officers, and all persons chosen to become executive officers, of the Company.
Executive Principal Occupation and Officer Business Experience Name and Age Since For Last Five Years ------------------------------------------------------------------------------- Roe H. Hatlen (51) 1983 Founder and Chairman and Chief Executive Officer of the Company since December 1983; President of the Company, May 1989 to August 1992; Treasurer of the Company, November 1983 to May 1986.
Clark C. Grant (43) 1986 Executive Vice President of Finance and Administration since December 1994 and Treasurer of the Company since May 1986; Vice President of Finance of the Company, January 1991 to December 1994; Controller of the Company, July 1984 to April 1989.
Craig V. Abraham (39) 1991 Vice President of Construction of the Company since January 1991; Director of Development of the Company, July 1986 to January 1991; Construction Supervisor of the Company, April 1985 to July 1986.
Executive Principal Occupation and Officer Business Experience Name and Age Since For Last Five Years ------------------------------------------------------------------------------- Jean C. Rostollan (43) 1991 Executive Vice President of Purchasing since December 1994 and Assistant Secretary of the Company since February 1992; Vice President of Purchasing and Distribution of the Company, September 1992 to December 1994; Vice President of Purchasing and Marketing of the Company, January 1991 to August 1992; Director of Purchasing and Marketing of the Company, June 1987 to January 1991; Director of Purchasing of the Company, October 1986 to June 1987.
Rick H. White (37) 1993 Executive Vice President of Operations of the Company since December 1994; Vice President of Operations of the Company, September 1992 to December 1994; Regional Director of the Company, October 1990 to August 1992; District Manager of the Company, February 1988 to September 1990; Restaurant General Manager of the Company, January 1986 to February 1988.
Marguerite C. Nesset (38) 1994 Vice President of Accounting since July 1994 and Controller of the Company since April 1989; Assistant Controller of the Company, April 1987 to April 1989.
PART II
ITEM 5.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information set forth under the caption "Market for the Company's Common Stock and Related Stockholder Matters" on page 19 of the 1994 Annual Report is incorporated herein by reference.
ITEM 6.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The information set forth under the caption, "Selected Consolidated Financial Data" on page 4 of the 1994 Annual Report is incorporated herein by reference.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information set forth under the caption "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 5 through 8 of the Company's 1994 Annual Report is incorporated herein by reference.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required under this Item 8 is incorporated herein by reference to pages 9 through 19 of the Company's 1994 Annual Report.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Incorporated herein by reference to the sections captioned "Number and Election of Directors", and "Certain Information Regarding Board of Directors of the Company" in the Proxy Statement for Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the close of the fiscal year ended December 28, 1994. For information concerning executive officers, see Item 4A of this Annual Report on Form 10-K.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION.
Incorporated herein by reference to the section captioned "Compensation of Executive Officers" in the Proxy Statement for Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the close of the fiscal year ended December 28, 1994; provided, however, that the subsection thereof entitled "Compensation Committee Report on Executive Compensation" is not incorporated herein by reference.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Incorporated herein by reference to the similarly captioned section in the Proxy Statement for Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the close of the fiscal year ended December 28, 1994.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this Report.
1. Financial Statements
Consolidated Balance Sheets at December 29, 1993 and December 28, 1994*
Consolidated Statements of Earnings for the Years Ended December 30, 1992, December 29, 1993 and December 28, 1994*
Consolidated Statements of Stockholders' Equity for the Years Ended December 30, 1992, December 29, 1993, and December 28, 1994*
Consolidated Statements of Cash Flows for the Years Ended December 30, 1992, December 29, 1993, and December 28, 1994*
Notes to Consolidated Financial Statements*
Independent Auditors' Report*
-------------------------
*Incorporated herein by reference to pages 9 through 19 of the Company's 1994 Annual Report
2. Supplemental Financial Schedules
None
3. Exhibits
3 (a) Composite Amended and Restated Articles of Incorporation (1)
3 (b) By-laws of the Company (2)
10(a) 1985 Stock Option Plan (3)*
10(b) 1988 Stock Option Plan (4)*
10(c) Amended and Restated Credit Agreement by and between First Bank National Association and the Company dated as of April 16, 1993 (1)
10(d) Amendment No. 1 to Amended and Restated Credit Agreement dated as of June 29, 1993 between the Company and First Bank National Association (5)
10(e) Letter dated July 8, 1993 from First Bank National Association to the Company amending Amended and Restated Credit Agreement (5)
10(f) Amendment No. 2 to Amended and Restated Credit Agreement dated as of March 24, 1994 between the Company and First Bank National Association (6)
10(g) Amendment No. 3 to Amended and Restated Credit Agreement dated as of April 8, 1994 between the Company and First Bank National Association (6)
10(h) Amendment No. 4 to Amended and Restated Credit Agreement dated as of June 30, 1994 between the Company and First Bank National Association (7)
10(i) Separation Agreement and Release dated March 2, 1995 between the Company and Joseph A. Conti, Sr.*
11 Statement Regarding Computation of Per Share Earnings
13 Annual Report to Shareholders for the fiscal year ended December 28, 1994
21 Subsidiaries of the Company
23 Consent of Deloitte & Touche, LLP March 23, 1995
27 Financial Data Schedule
*Management contract or compensatory plan or arrangement required to be filed pursuant Item 14(c) of Form 10-K.
------------------------------- (1) Incorporated by reference to Exhibits to the Registration Statement on Form S-3 dated June 2, 1993 (Registration No. 33-63694.)
(2) Incorporated by reference to Exhibits to Annual Report on Form 10-K for fiscal year ended December 29, 1993.
(3) Incorporated by reference to Exhibits to the Registration Statement on Form S-1 of the Company, File No. 33-171.
(4) Incorporated by reference to Exhibits to Annual Report on Form 10-K for fiscal year ended December 30, 1992.
(5) Incorporated by reference to Exhibits to the Quarterly Report on Form 10-Q for the quarter ended July 14, 1993.
(6) Incorporated by reference to Exhibits to the Quarterly Report on Form 10-Q for the quarter ended April 20, 1994.
(7) Incorporated by reference to Exhibits to the Quarterly Report on Form 10-Q for the quarter ended July 13, 1994.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the last quarter of the period covered by this Report.
ANNUAL REPORT AND PROXY STATEMENT
With the exception of the matters specifically incorporated herein by reference to the Company's 1994 Annual Report to Shareholders or to the Company's Proxy Statement for the Annual Meeting of Shareholders to be held on May 9, 1995, no other portions of such 1994 Annual Report to Shareholders or Proxy Statement are deemed to be filed as part of this Annual Report on Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Buffets, Inc.
MARCH 23, 1995 By /s/ Roe H. Hatlen ----------------- Date Roe H. Hatlen Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
SIGNATURE CAPACITY DATE
/s/ Roe H. Hatlen Chairman of the Board March 23, 1995 ------------------------ and Chief Executive -------------- Roe H. Hatlen Officer, (Principal Executive Officer)
/s/ Clark C. Grant Executive Vice President March 23, 1995 ------------------------ of Finance and -------------- Clark C. Grant Administration and Treasurer, (Principal Financial Officer)
/s/ Marguerite C. Nesset Vice President and March 23, 1995 ------------------------ Controller (Principal -------------- Marguerite C. Nesset Accounting Officer)
/s/ Alan S. McDowell Director March 23, 1995 ------------------------ -------------- Alan S. McDowell
/s/ Raymond A. Lipkin Director March 23, 1995 ------------------------ -------------- Raymond A. Lipkin
/s/ Keith H. Erickson Director March 23, 1995 ------------------------ -------------- Keith H. Erickson
/s/ David Michael Winton Director March 23, 1995 ------------------------ -------------- David Michael Winton
EXHIBIT INDEX
Exhibits Page -------- ---- 3 (a) Composite Amended and Restated Articles of Incorporation (1)
3 (b) By-laws of the Company (2)
10(a) 1985 Stock Option Plan (3)
10(b) 1988 Stock Option Plan (4)
10(c) Amended and Restated Credit Agreement by and between First Bank National Association and the Company dated as of April 16, 1993 (1).
10(d) Amendment No. 1 to Amended and Restated Credit Agreement dated as of June 29, 1993 between the Company and First Bank National Association (5).
10(e) Letter dated July 8, 1993 from First Bank National Association to the Company amending Amended and Restated Credit Agreement (5).
10(f) Amendment No. 2 to Amended and Restated Credit Agreement dated as of March 24, 1994 between the Company and First Bank National Association (6).
10(g) Amendment No. 3 to Amended and Restated Credit Agreement dated as of April 8, 1994 between the Company and First Bank National Association (6).
10(h) Amendment No.4 to Amended and Restated Credit Agreement dated as of June 30, 1994 between the Company and First Bank National Association (7).
10(i) Separation Agreement and Release dated March 2, 1995 between the Company and Joseph A. Conti, Sr..............................
11 Statement Regarding Computation of Per Share Earnings...................................
13 Annual Report to Shareholders for the fiscal year ended December 28, 1994..........................
21 Subsidiaries of the Company......................
23 Consent of Deloitte & Touche, LLP ...............
27 Financial Data Schedule .........................
-------------------- (1) Incorporated by reference to Exhibits to the Registration Statement on Form S-3 dated June 2, 1993 (Registration No. 33-63694.)
(2) Incorporated by reference to Exhibits to Annual Report on Form 10-K for fiscal year ended December 29, 1993.
(3) Incorporated by reference to Exhibits to the Registration Statement on Form S-1 of the Company, File No. 33-171.
(4) Incorporated by reference to Exhibits to Annual Report on Form 10-K for fiscal year ended December 30, 1992.
(5) Incorporated by reference to Exhibits to Quarterly Report on Form 10-Q for the quarter ended July 14, 1993.
(6) Incorporated by reference to Exhibits to Quarterly Report on Form 10-Q for the quarter ended April 20, 1994.
(7) Incorporated by reference to Exhibits to Quarterly Report on Form 10-Q for the quarter ended July 13, 1994.


ITEM 1 - BUSINESS - -----------------
(a) GENERAL DEVELOPMENT OF BUSINESS
Ampco-Pittsburgh Corporation (the "Corporation") was incorporated in Pennsylvania in 1929. The Corporation currently operates four businesses which manufacture engineered equipment: Buffalo Pumps, Inc. and Aerofin Corporation, acquired in 1981, headquartered in North Tonawanda, New York and Lynchburg, Virginia, respectively, and Union Electric Steel Corporation and New Castle Industries, Inc., acquired in 1984, headquartered in Carnegie and New Castle, Pennsylvania, respectively.
In 1993, Amersham International plc acquired United States Biochemical Corporation, a small private company in which the Corporation owned a 20% interest. As a result of that transaction, the Corporation received cash and stock of Amersham. In 1994, the Corporation sold most of its investment in Amersham. It also sold a portion of its investment in Northwestern Steel and Wire Company and currently owns approximately 3.5% of that company.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The sales and operating profit of the Corporation's only segment and the identifiable assets attributable to it for the three years ended December 31, 1994 are set forth in Note 16 (Business Segment Information) on p. 15 of the accompanying Annual Report which is incorporated herein by reference.
(c) NARRATIVE DESCRIPTION OF BUSINESS
The Corporation produces finned tube heat exchange coils and pumps for the construction, electric utility, refrigeration, chemical processing and marine defense industries, feed screws and other machine parts for the plastics industry and forged hardened steel rolls for producers of cold rolled steel,
aluminum and other metals. These products are heavily dependent on engineering, principally custom designed and are sold to sophisticated commercial and industrial users in the United States and, to a lesser extent, in foreign countries.
No one customer's purchases were material to the Corporation. Contracts that may be subject to renegotiation or termination are not material to the Corporation. The Corporation's business is not seasonal but is subject to the cyclical nature of the industries and markets served. For additional information on the products produced and financial information about the business, see pp. 2 through 4 and Note 16 on p. 15 of the accompanying Annual Report which are incorporated herein by reference.
Raw Materials -------------
Raw materials are generally available from many sources and the Corporation is not dependent upon any single supplier for any raw material. Certain of the raw materials used by the Corporation have historically been subject to variations in price. The Corporation generally does not purchase or arrange for the purchase of raw materials significantly in advance of the time it requires them.
Patents -------
While the Corporation holds some patents, trademarks and licenses, in the opinion of management they are not material to the Corporation's business other than in protecting the goodwill associated with the names under which its products are sold.
Working Capital ---------------
The Corporation maintains levels of inventory, which generally reflect its normal requirements and are believed to reflect the practices of its
industries. Production is generally to custom order and requires inventory levels of raw materials or semi-finished products with only a limited level of finished products.
Backlog -------
The backlog of orders at December 31, 1994 was approximately $70,200,000 compared to a backlog of $56,300,000 at year end 1993. Most of those orders are expected to be filled in 1995.
Competition -----------
The Corporation faces considerable competition from a large number of companies. The Corporation believes, however, that it is a significant factor in each of the principal markets which it serves.
Buffalo Pumps, Inc. produces a line of centrifugal pumps and competes with many other producers. Aerofin Corporation produces finned tube heat exchange coils and competes in commercial and industrial markets with a broad product line. There are several major competitors in these markets. Union Electric Steel Corporation is considered the largest producer of forged hardened steel rolls in the United States. In addition to several domestic competitors, European and Japanese manufacturers also compete in both the domestic and foreign markets. New Castle Industries primarily produces feed screws and other machine parts for use in the plastics industry and competes with a number of small regional companies. Competition in all of the Corporation's businesses is based on quality, service, price and delivery.
Research and Development ------------------------
The Corporation operates in mature industries and does not expend material amounts for research and development. The activities that are undertaken are primarily designed to improve existing products, reduce costs and adapt products to specific customer requirements.
Environmental Protection Compliance Costs -----------------------------------------
Expenditures for environmental control matters were not material in 1994 and such expenditures in 1995 are not expected to be material. However, with increasing regulatory activity, such expenditures may increase.
Employees ---------
In December, 1994, the Corporation had 955 employees, of whom 318 were sales, executive, administrative, engineering and clerical personnel. All production and craft employees are covered by negotiated labor agreements with various unions.
(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
The Corporation's only foreign operation is a manufacturing plant located in Belgium that principally serves the European markets. For financial information relating to foreign and domestic operations see Note 16 (Business Segment Information) on p. 15 of the accompanying Annual Report which is incorporated herein by reference.
ITEM 2

ITEM 2 - PROPERTIES - -------------------
The Corporation is in one segment that produces engineered products. The location and general character of the principal locations, all of which are owned, are as follows:
- ----------
(1) The Corporation holds properties of discontinued operations for sale in Monaca and Coraopolis, PA; Longview, TX; Plymouth, MI and Chicago, IL.
(2) The Corporate office space is leased as are domestic sales offices. Union Electric Steel also leases approximately 40,000 square feet of manufacturing space. All of the owned facilities are adequate and suitable for their respective purposes. There were no facilities idled during 1994.
(3) The Corporation estimates that all of its facilities were operated within 75% to 95% of their normal capacity during 1994. Normal capacity is defined as capacity under approximately normal conditions with allowances made for unavoidable interruptions, such as lost time for repairs, maintenance, breakdowns, set-up, failure, supply delays, labor shortages and absences, Sundays, holidays, vacation, inventory taking, etc. The number of work shifts are also taken into consideration.
ITEM 3

ITEM 3 - LEGAL PROCEEDINGS - --------------------------
The Corporation has been involved in various claims and lawsuits incidental to its business. In the opinion of management, the Corporation has meritorious defenses in those cases and believes that, in the aggregate, any liability will not have a material effect on the financial position of the Corporation.
Three lawsuits were commenced in May, 1991 against the Corporation and its subsidiary, Vulcan, Inc. ("Vulcan"), arising out of the filing of a petition under Chapter 11 of the United States Bankruptcy Code in October, 1990 by Valley-Vulcan Mold Company (the "Partnership"), a 50/50 partnership formed in September, 1987 between Vulcan and Valley Mould Corporation, a subsidiary of Microdot, Inc. Microdot and Valley are unrelated to the Corporation and were also defendants in the lawsuits. The Partnership acquired the ingot mold businesses of each of the partners. On June 10, 1993, Microdot also filed a Petition under Chapter 11 of the United States Bankruptcy Code. In October, 1994, Microdot's Chapter 11 case was converted to a Chapter 7 liquidation. As previously reported, two of those lawsuits have been settled.
Official Unsecured Creditors' Committee of Valley-Vulcan Mold Company v. ------------------------------------------------------------------------ Microdot, Inc., Valley Mould Corporation, Ampco-Pittsburgh Corporation and -------------------------------------------------------------------------- Vulcan, Inc. The plaintiff, allegedly on behalf of the debtor Partnership, ----------- filed this proceeding in the United States Bankruptcy Court for the Northern District of Ohio against Microdot, Valley, Vulcan and the Corporation, seeking to set aside the Corporation's liens on the Partnership's assets, to hold all defendants liable for the debts of the Partnership, and return of all money received by any of the defendants from the Partnership and out of the proceeds of a loan to the Partnership by a third-party lender, alleged to be at least $9.35 million. The Corporation's liens secure a guaranty that it was required to give with respect to a Vulcan obligation that was assumed by the Partnership, and a $500,000 loan made to the Partnership.
The trial of this lawsuit was held the week of October 4, 1993. In April, 1994 the Court issued a judgment in favor of the Corporation. Under the Court's decision, all claims against the Corporation were denied. All claims against Vulcan were also denied except for its liability as a general partner. Vulcan's only asset is its interest in the partnership and accordingly the judgment will not have any adverse effect on the Corporation. In May, 1994, plaintiff appealed to the United States District Court, Northern District of Ohio, Eastern Division. Briefs have been filed and the appellate Court has not yet rendered its decision.
The Corporation is involved in various environmental proceedings which all involve discontinued operations. In some of those proceedings, the Corporation has been designated as a Potentially Responsible Party ("PRP"). However, the Corporation believes that in most instances it is either a de minimis participant based on information known to date and the estimated quantities of waste at these sites and/or that it is entitled to indemnity from the successors of the operations alleged to be involved. Based on the current estimate of cleanup costs and proposed allocation of that cost among the various PRP groups, for all environmental matters considered in the aggregate, the liability to the Corporation would not be material.
ITEM 4

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------
No matter was submitted to a vote of security holders during the fourth quarter.
PART II
ITEM 5

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - ----------------------------------------------------------------------
The information called for by this item is set forth on p. 20 of the Annual Report to Shareholders for the year ended December 31, 1994 which is incorporated herein by reference.
ITEM 6

ITEM 6 - SELECTED FINANCIAL DATA - --------------------------------
The information called for by this item is set forth on p. 20 of the Annual Report to Shareholders for the year ended December 31, 1994 which is incorporated herein by reference.
ITEM 7

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION - ------------------------------------------------------------------------
The information called for by this item is set forth on pp. 16 through 18 of the Annual Report to Shareholders for the year ended December 31, 1994 which are incorporated herein by reference.
ITEM 8

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ----------------------------------------------------
The information called for by this item is set forth on pp. 5 through 15 and pp. 19 and 20 of the Annual Report to Shareholders for the year ended December 31, 1994 which are incorporated herein by reference.
ITEM 9

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - -------------------------------------------------------------------------
There were none.
PART III
ITEM 10

ITEM 10 - DIRECTORS and EXECUTIVE OFFICERS - ------------------------------------------
(a) IDENTIFICATION OF DIRECTORS
Name, Age, Tenure as a Director, Position with the Corporation (1), Principal Occupation, Business Experience Past Five Years, and Other Directorships in Public Companies - -----------------------------------------------------------------------------
Louis Berkman (age 86, Director since 1960; current term expires in 1996). He has been Chairman of the Board of the Corporation since September 20, 1994. He is also Chairman of the Executive Committee of the Corporation and has been for more than five years. He is also President and a director of The Louis Berkman Company (steel products, fabricated metal products, building and industrial supplies). (2)(4)
Robert A. Paul (age 57, Director since 1970; current term expires in 1997). He has been President and Chief Executive Officer of the Corporation since September 20, 1994. For more than five years before 1994, he was President and Chief Operating Officer of the Corporation. He is also an officer and director of The Louis Berkman Company and a director of Integra Financial Corporation. (2)
William D. Eberle (age 71, Director since 1982; current term expires in 1997). He is a private investor and consultant and is Chairman of Manchester Associates, Ltd. and Showscan, Inc. He is also a director of Mitchell Energy & Development Co., America Service Group and Fiberboard Corporation, and was Special Representative for Trade Negotiations with the rank of Ambassador. (3)(4)
William P. Hackney (age 70, Director since 1979; current term expires in 1996). For more than five years prior to 1992 he had been a partner in the law firm of Reed Smith Shaw & McClay. As of January 1, 1992, he retired and became of counsel to the law firm. (3)
Alvin G. Keller (age 85, Director since 1961; current term expires in 1995). He is a private investor who, prior to his retirement, served as a Vice President of Mellon Bank, N.A. (N)(2)(3)(4)
Carl H. Pforzheimer, III (age 58, Director since 1982; current term expires in 1996). For more than five years he has been Managing Partner of Carl H. Pforzheimer & Co. (member of the New York and American Stock Exchanges). (3)
Ernest G. Siddons (age 61, Director since 1981; current term expires in 1995). He has been Executive Vice President and Chief Operating Officer of the Corporation since September 20, 1994. For more than five years before 1994, he was Senior Vice President Finance and Treasurer of the Corporation. (N)(2)
- --------------- (N) Nominee for election at the April 25, 1995 Annual Meeting of Shareholders. (1) Officers serve at the discretion of the Board of Directors. (2) Member of Executive Committee. (3) Member of Audit Committee. (4) Member of Salary Committee.
Mr. Siddons is an officer of Valley-Vulcan Mold Company, a partnership that filed for bankruptcy in October 1990. He also serves as a director and officer of Vulcan, Inc., a wholly-owned subsidiary of the Corporation, which is a 50% general partner in Valley-Vulcan. The other 50% general partner is unrelated to the Corporation.
(b) IDENTIFICATION OF EXECUTIVE OFFICERS
In addition to Louis Berkman, Robert A. Paul and Ernest G. Siddons (see "Identification of Directors" above) the following are also Executive Officers of the Corporation:
Name, Age, Position with the Corporation (1), Business Experience Past Five Years - ------------------------------------------------------------------------
Rose Hoover (age 39). Secretary of the Corporation since December, 1990. For more than five years before 1990, she was a Legal Assistant for the Corporation.
Robert J. Reilly (age 38). Treasurer of the Corporation since September, 1994. He has been Controller of the Corporation since January, 1994. For five years before September, 1994 he was Assistant Treasurer.
Robert F. Schultz (age 47). Vice President Industrial Relations and Senior Counsel of the Corporation since December, 1990. From January, 1987 to December 1990 he was Director of Industrial Relations.
- --------------- (1) Officers serve at the discretion of the Board of Directors and none of the listed individuals serve as a director of a public company.
(c) IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES
None.
(d) FAMILY RELATIONSHIPS
Louis Berkman is the father-in-law of Robert A. Paul. There are no other family relationships among the Directors and Officers.
EXECUTIVE COMPENSATION
The following table sets forth certain information as to the total remuneration received for the past three years by the five most highly compensated executive officers of the Corporation, including the Chief Executive Officer (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
- --------------- (1) Marshall Berkman died in September, 1994. In connection with his death, his widow will receive pension payments of $5,506 per month and supplemental payments totalling $183,923 from October 1994 through September 30, 1995.
(2) Value of the term portion of a split dollar life insurance policy. The Corporation remains entitled to the cash surrender value of such policy.
(b) COMPENSATION PURSUANT TO PLANS
The Corporation has a tax qualified retirement plan (the "Plan") applicable to the Executive Officers, to which the Corporation makes annual contributions in amounts determined by the Plan's actuaries. The Plan does not have an offset for Social Security and is fully paid for by the Corporation. Under the Plan, employees become fully vested after five years of participation and normal retirement age under the Plan is age 65 but actuarially reduced benefits may be available for early retirement at age 55. The benefit formula is 1.1% of the highest consecutive five year average earnings in the final ten years, times years of service. Federal law requires that any active employee start receiving a pension no later than April 1 following the calendar year in which the age 70-1/2 is reached. Louis Berkman is currently receiving $3,060 a month pursuant to the Plan. As an active employee, Mr. Berkman continues to receive credit for additional service rendered after age 70-1/2.
The Corporation adopted a Supplemental Executive Retirement Plan (SERP) in 1988 for all officers listed in the compensation table, except Louis Berkman, and certain key employees, covering retirement after completion of ten years of service and attainment of age 55. The combined retirement benefit at age 65 provided by the Plan and the SERP is 50% of the highest consecutive five year average earnings in the final ten years of service. The participants are eligible for reduced benefits for early retirement at age 55. A benefit equal to 50% of the benefit otherwise payable at age 65 is paid to the surviving spouse of any participant, who has had at least five years of service, commencing on the later of the month following the participant's death or the month the participant would have reached age 55. In addition, there is an offset for pensions from other companies. Certain provisions, applicable if there is a change of control, are discussed below under Termination of Employment and Change of Control Arrangement.
The following shows the estimated annual pension that would be payable, without offset, under the Plan and the SERP to the individuals named in the compensation table assuming continued employment to retirement at age 65, but no change in the level of compensation shown in such table:
- ----------- (1) Mr. Berkman is currently receiving a pension pursuant to the Plan as described above.
(2) See Footnote (1) to Summary Compensation Table
(c) COMPENSATION OF DIRECTORS
In 1994, each Director who was not employed by the Corporation received $2,000 for each Board meeting attended and $500 for each Committee meeting attended. Directors received one-half of those amounts if not in attendance or if participation was by telephonic connection.
(d) TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
The Chairman, President, and Executive Vice President have two year contracts (which automatically renew for one year periods unless the Corporation chooses not to extend) providing for compensation equal to five times their annual compensation (with a provision to gross up to cover the cost of any federal excise tax on the benefits) in the event their employment is terminated (including a voluntary departure for good cause) and the right to equivalent office space and secretarial help for a period of one year after a change in control. In addition, the remaining officer named in the compensation table and certain key employees have two year contracts providing for three times their annual compensation in the event their employment is
terminated after a change in control (including a voluntary departure for good cause). Both types of contracts provide for the continuation of employee benefits, for three years for the three senior executives and two years for the others, and the right to purchase the leased car used by the covered individual at the Corporation's then book value. The same provisions concerning change in control that apply to the contracts apply to the SERP and vest the right to that pension arrangement. A change of control triggers the right to a lump sum payment equal to the present value of the vested benefit under the SERP.
(e) SALARY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
A Salary Committee is appointed each year by the Board of Directors. Committee members abstain from voting on matters which involve their own compensation arrangements. The Salary Committee for the year 1994 was comprised of three Directors: Louis Berkman, William D. Eberle and Alvin G. Keller.
Louis Berkman is Chairman of the Board of Directors and the Executive Committee. He is also the President and a Director of The Louis Berkman Company. The Corporation's President and Chief Executive Officer is also an officer and director of The Louis Berkman Company.
The Louis Berkman Company and William D. Eberle had certain transactions with the Corporation which are more fully described under "Certain Relationships and Related Transactions."
(f) SALARY COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Salary Committee approves salaries for executive officers within a range from $150,000 up to $200,000 and increases in the salary of any executive officer, which would result in such officer earning a salary within such range. Salaries of $200,000 per year and above must be approved by the Board
of Directors or its Executive Committee after a recommendation by the Salary Committee. Salaries for executive officers below the level of $150,000 are set by the Chairman, President and Executive Vice President of the Corporation. Bonuses are discretionary and determined in the same manner as set forth above. All executive compensation is reviewed by the Salary Committee at intervals ranging between twelve and twenty-four months.
The compensation of the Chief Executive Officer of the Corporation, as well as the other applicable executive officers, is based on an analysis conducted by the Salary Committee in 1992 and reviewed and, to the extent provided above, approved by the Board of Directors. The Committee does not specifically link remuneration solely to quantitative measures of performance because of the cyclical nature of the industries and markets served by the Corporation. In setting compensation, the Committee also considers various qualitative factors, including competitive compensation arrangements of other companies within relevant industries (based primarily on the 1992 analysis), individual contributions, leadership ability and an executive officer's overall performance. In this way, it is believed that the Corporation will attract and retain quality management, thereby benefiting the long-term interest of shareholders.
In 1994, as a result of the sudden death of the Corporation's then Chairman and Chief Executive Officer, the Board of Directors elected Louis Berkman as Chairman, Robert A. Paul as President and Chief Executive Officer and Ernest G. Siddons as Executive Vice President and Chief Operating Officer. Because of this change in management, the Salary Committee approved increases to the named individuals' salaries, and bonuses, consistent with the duties and responsibilities associated with those new positions.
This report of the Salary Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this 10-K report into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Corporation specifically incorporates this report and the information contained herein by reference, and shall not otherwise be deemed filed under such Acts.
Louis Berkman William D. Eberle Alvin G. Keller
(g) STOCK PERFORMANCE GRAPH
Comparative Five-Year Total Returns* Ampco-Pittsburgh ("AP"), S&P 500, Peer Group (Performance results through 12/31/94)
[GRAPH APPEARS HERE] COMPARISON OF FIVE YEAR CUMULATIVE RETURN AMONG AP, S&P 500 INDEX AND PEER GROUP INDEX
Assumes $100 invested at the close of trading on the last trading day preceding January 1 of the fifth preceding fiscal year in AP common stock, S&P 500, and Peer Group.
*Cumulative total return assumes reinvestment of dividends.
In the above graph, the Corporation has used Value Line's Metals: Steel, Integrated Industry for its peer comparison. The diversity of products produced by subsidiaries of the Corporation made it difficult to match to any one product-based peer group. The Steel Industry was chosen because it is impacted by some of the same end markets that the Corporation ultimately serves, such as the automotive, appliance and construction industries.
Historical stock price performance shown on the above graph is not necessarily indicative of future price performance.
ITEM 12

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ------------------------------------------------------------------------
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 7, 1995, Louis Berkman owned directly 213,888 shares (2.23%) of the Common Stock of the Corporation. As of the same date, The Louis Berkman Company, P. O. Box 576, Steubenville, OH 43952 owned beneficially and of record 1,626,089 shares (16.98%) of the Common Stock of the Corporation. Louis Berkman, an officer and director of The Louis Berkman Company, owns directly 62.90% of its common stock. Robert A. Paul, an officer and director of The Louis Berkman Company, disclaims beneficial ownership of the 18.93% of its common stock owned by his wife. Louis Berkman and Robert Paul are trustees of The Louis and Sandra Berkman Foundation and disclaim beneficial ownership of the 1,266 shares of the Corporation's Common Stock held by such Foundation.
The Corporation has received two Schedules 13G filed with the Securities and Exchange Commission disclosing that as of December 31, 1994 Norwest Corporation, Sixth & Marquette, Minneapolis, MN 55479 (in various fiduciary and agency capacities) owned 1,588,850 shares or 16.6% and that AT&T Master Pension Trust, through The Northern Trust Company, as Trustee of the AT&T Master Pension Trust, 50 LaSalle Street, Chicago, IL 60675, owned 626,000 shares or 6.54%. The Corporation previously received a Schedule 13G disclosing that C.S. McKee & Co., Inc., One Gateway Center, Pittsburgh, PA 15222, owned 611,050 shares or 6.38% of the Corporation's common stock as of December 31, 1993 and on June 7, 1989, GAMCO Investors, Inc. and affiliates, Corporate Center at Rye, Rye, NY 10580, filed a Schedule 13D showing they owned 1,872,875 shares or 19.55%. No further filings have been made by C.S. McKee and Co. or GAMCO Investors, Inc.
(b) SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of March 7, 1995 information concerning
the beneficial ownership of the Corporation's Common Stock by the Directors and Named Executive Officers and all Directors and Executive Officers of the Corporation as a group:
- --------------- *less than .1%
(1) Includes 213,888 shares owned directly, 1,626,089 shares owned by The Louis Berkman Company and 1,266 shares held by The Louis and Sandra Berkman Foundation of which Louis Berkman and Robert A. Paul are trustees, in which shares Mr. Berkman disclaims beneficial ownership.
(2) The Louis Berkman Company owns beneficially and of record 1,626,089 shares of the Corporation's Common Stock (16.98%). Louis Berkman is an officer and director of The Louis Berkman Company and owns directly 62.90% of its common shares. Robert A. Paul, an officer and director of The Louis Berkman Company, disclaims beneficial ownership of the 18.93% of its common stock owned by his wife. The number of shares shown in the table for Robert A. Paul does not include any shares held by The Louis Berkman Company.
(3) Includes 42,889 shares owned directly and the following shares in which he disclaims beneficial ownership: 13,767 shares owned by his wife and 1,266 shares held by The Louis and Sandra Berkman Foundation of which Robert A. Paul and Louis Berkman are Trustees.
(4) Includes 5,333 shares owned directly, 3,000 shares owned jointly with his wife, and 1,420 shares owned by his wife, in which shares he disclaims beneficial ownership.
(5) Includes 1,000 shares owned directly, 1,600 shares held by a trust of which he is a principal beneficiary, and 133 shares held by his daughter, in which shares he disclaims beneficial ownership.
(6) The shares are owned jointly with his wife.
(7) Excludes double counting of shares deemed to be beneficially owned by more than one Director.
Unless otherwise indicated the individuals named have sole investment and voting power.
(c) CHANGES IN CONTROL
The Corporation knows of no arrangements which may at a subsequent date result in a change in control of the Corporation.
ITEM 13

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - --------------------------------------------------------
In 1994 the Corporation bought industrial supplies from The Louis Berkman Company in transactions in the ordinary course of business amounting to approximately $930,000. Additionally, The Louis Berkman Company paid the Corporation $187,500 for certain administrative services. Louis Berkman and Robert A. Paul are officers and directors, and Louis Berkman is a shareholder, in that company. These transactions and services were at prices generally available from outside sources. Transactions between the parties will take place in 1995.
In 1989, certain subsidiaries of the Corporation and Tertiary, Inc., a corporation owned by the children of William Eberle, formed three 50/50 partnerships, to manage, develop and operate hotel properties and a subsidiary of the Corporation also invested as a limited partner in one of the operating partnerships. In 1992, Tertiary purchased two of the 50/50 partnerships. In 1993, Tertiary paid the remaining $100,000 from such purchase. In 1994, one of the limited partnerships accrued a fee of $30,129 payable to William Eberle for his guarantee of a mortgage loan. At December 31, 1994, there were
promissory notes outstanding from certain of the partnerships to subsidiaries of the Corporation totaling $880,000. These notes are due in 1996.
PART IV ITEM 14

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K - ------------------------------------------------------------------------- (a) 1. FINANCIAL STATEMENTS
The consolidated financial statements, together with the report thereon of Price Waterhouse LLP, appearing on pp. 5 through 15 of the accompanying Annual Report are incorporated by reference in this Form 10-K Annual Report.
3. EXHIBITS
Exhibit No.
(3) Articles of Incorporation and By-laws
a. Restated Articles of Incorporation
Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended March 31, 1983
b. Amendments to Articles of Incorporation
Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended March 31, 1984, the Quarterly Report on Form 10-Q for the quarter ended March 31, 1985 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 1987
c. Amended and Restated By-laws
Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1994
(4) Instruments defining the rights of securities holders
a. Rights Agreement between Ampco-Pittsburgh Corporation and Mellon Bank, N.A. dated as of November 1, 1988
Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1988
b. Revolving Credit Agreement dated as of September 30, 1993
Incorporated by reference to the Quarterly Report on Form 10-Q for quarter ended September 30, 1993
(10) Material Contracts
a. 1988 Supplemental Executive Retirement Plan
Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1988
Part IV; Item 14 - EXHIBITS (cont')
Exhibit No.
(10) Material Contracts (cont')
b. Category 1 and 2 Severance Agreements between Ampco-Pittsburgh Corporation and certain officers and employees of Ampco-Pittsburgh Corporation
Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1988 and the Quarterly Report on Form 10-Q for the quarter ended September 30, 1994
c. Amendment to Category 1 Severance Agreement between Ampco- Pittsburgh Corporation and Ernest G. Siddons
d. Guaranty of William D. and Jeffrey L. Eberle
Incorporated by reference to the Annual Report on Form 10-K for fiscal year ended December 31, 1989
(13) Annual Report to Shareholders for the fiscal year ended December 31,
(21) Significant Subsidiaries
(27) Financial Data Schedule
(b) Reports on Form 8-K -------------------
No reports on Form 8-K were filed in the fourth quarter of 1994.
Note: With the exception of the Corporation's 1994 Annual Report to Shareholders, none of the Exhibits listed in Item 14 are included with this Form 10-K Annual Report. The Corporation will furnish copies of Exhibits upon written request to the Secretary at the address on the cover of the Form 10-K Annual Report accompanied by payment of $3.00 for each Exhibit requested.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMPCO-PITTSBURGH CORPORATION (Registrant)
March 23, 1995
By s/Louis Berkman ---------------------------------------- Director, Chairman of the Board - Louis Berkman
By s/Robert A. Paul ---------------------------------------- Director, President and Chief Executive Officer - Robert A. Paul
By s/Ernest G. Siddons ---------------------------------------- Director, Executive Vice President and Chief Operating Officer - Ernest G. Siddons
By s/Robert J. Reilly ---------------------------------------- Treasurer and Controller (Principal Financial Officer) - Robert J. Reilly
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant, in their capacities as Directors, as of the date indicated.
March 23, 1995
By s/William P. Hackney ---------------------------------------- William P. Hackney
By s/Alvin G. Keller ---------------------------------------- Alvin G. Keller
By s/William D. Eberle ---------------------------------------- William D. Eberle
By s/Carl H. Pforzheimer, III ---------------------------------------- Carl H. Pforzheimer, III
EXHIBIT INDEX
*Previously Filed and Incorporated by Reference