Exhibit 13

- - ------------------------
Union Electric Steel

Melting & Forging

Union Electric Steel's mission is to
be the world's leading manufacturer
of forged hardened steel rolls for
use by customers in the steel
and aluminum industries.
The picture to the right shows the
company's electric arc furnace at
its melting facility in Burgettstown,
Pennsylvania being tapped
into a vacuum stream degassing
system. Below, a cold mill work roll
is being forged in the operation's
3,500-ton press.
[Photo of electric arc furnace]

[Photo of cold mill roll]

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

Union Electric Steel

Finishing

The large roll to the left is in the
rough machining operation at Union
Electric's finishing plant in Carnegie,
Pennsylvania. The photo at the
bottom left shows a full coil static
induction hardening unit at the
Valparaiso, Indiana finishing plant,
while the photo next to its shows
flame hardening of journals at the
company's European facility in
Tessenderlo, Belgium.

[Photo of Union Electric finishing plant]

[Photo of Valparaiso finishing plant] [Photo of Tessenderlo, Belgium facility]

- - -----------------------------------
Aerofin

A large return bend cooling coil
facricated at Aerofin's Lynchburg,
Virginia plant has just undergone
testing and awaits shipment to a
pulp and paper mill.

[Photo of large bend return coil]

- - -----------------------------------
Buffalo Pumps

Shown to the right is a vertical
centrifugal lube oil pump
manufactured at the company's
plant in North Tonawanda,
New York. It will be used in a
service application for the
electrical turbine industry.

[Photo of a oil pump]

- - ------------------------------------
New Castle Industries

This 15-inch diameter feed
screw being readied for shipment
from the company's New Castle,
Pennsylvania plant is destined for a
polymer manufacturer where it will
mix additives to enhance the
polymer's basic properties.

[Photo of feed screw]

Financial Report

Table of Contents

Page

Consolidated Balance Sheets....................................... 6
Consolidated Statements of Income................................. 7
Consolidated Statements of Retained
Earnings (Deficit)............................................. 7
Consolidated Statements of Cash Flows............................. 8
Notes to Consolidated Financial Statements........................ 9
Management's Discussion and Analysis
of Financial Condition
and Results of Operations...................................... 16
Quarterly Information............................................. 19
Five-Year Summary of Selected Financial Data...................... 20

Report of Independent Accountants

[Logo of Price Waterhouse]

To the Board of Directors
and Shareholders of
Ampco-Pittsburgh Corporation

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income and retained earnings and of cash flows
present fairly, in all material respects, the financial position of
Ampco-Pittsburgh Corporation and its subsidiaries (the Corporation) at December
31, 1993 and 1992, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1993, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Corporation's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

As discussed in Note 1, in 1992 the Corporation adopted Statement of Financial
Accounting Standards (SFAS) No. 106, "Employers' Accounting for Postretirement
Benefits other than Pensions and SFAS No. 109, "Accounting for Income Taxes."

/s/ Price Waterhouse
600 Grant Street
Pittsburgh, Pennsylvania 15219
February 18, 1994

Consolidated Balance Sheets

December 31,
1993 1992
---- ----

Assets
Current assets:
Cash and cash equivalents.......................................................... $ 9,550,420 $ 3,566,072
Receivables, less allowance for doubtful accounts
of $281,885 in 1993 and $836,832 in 1992......................................... 17,864,251 35,805,065
Inventories........................................................................ 28,173,446 45,641,972
Other.............................................................................. 4,919,124 2,663,400
---------------- ----------------
Total current assets.......................................................... 60,507,241 87,676,509

Property, plant and equipment, at cost:
Land and land improvements......................................................... 2,819,119 6,129,543
Buildings.......................................................................... 16,393,260 37,637,860
Machinery and equipment............................................................ 77,522,183 114,242,857
Construction in progress........................................................... 199,968 1,620,179
---------------- ----------------
96,934,530 159,630,439
Accumulated depreciation........................................................... (46,346,106) (78,624,609)
---------------- ----------------
Net property, plant and equipment............................................. 50,588,424 81,005,830

Prepaid pension......................................................................... 15,201,896 12,645,889
Other assets............................................................................ 12,196,553 11,963,462
---------------- ----------------
$ 138,494,114 $ 193,291,690
================ ================
Liabilities and Shareholders' Equity
Current liabilities:
Notes payable to bank.............................................................. $ -- $ 13,000,000
Current maturities of long-term debt............................................... 783,333 1,483,333
Accounts payable................................................................... 5,380,015 10,483,058
Accrued payrolls and employee benefits............................................. 5,272,877 6,209,457
Other.............................................................................. 9,127,459 11,522,168
---------------- ----------------
Total current liabilities..................................................... 20,563,684 42,698,016

Long-term debt.......................................................................... 1,350,000 27,272,869
Other liabilities....................................................................... 25,430,200 29,012,215
---------------- ----------------
Total liabilities............................................................. 47,343,884 98,983,100

Contingent liabilities (Note 13)........................................................ -- --

Shareholders' Equity:
Preference stock--no par value; authorized
3,000,000 shares; none issued.................................................... -- --
Common stock--par value $1; authorized
20,000,000 shares; issued and outstanding 9,577,621 shares....................... 9,577,621 9,577,621
Additional paid-in capital......................................................... 102,555,980 102,555,980
Retained earnings (deficit)........................................................ (22,197,466) (16,244,136)
---------------- ----------------
89,936,135 95,889,465
Translation and other adjustments.................................................. 1,214,095 (1,580,875)
---------------- ----------------
Total shareholders' equity.................................................... 91,150,230 94,308,590
---------------- ----------------
$ 138,494,114 $ 193,291,690
================ ================

See Notes to Consolidated Financial Statements.

Consolidated Statements of Income

For The Year Ended December 31,
1993 1992 1991
---- ---- ----

Net sales......................................................... $ 108,846,416 $ 104,308,304 $ 113,298,563
---------------- ---------------- ----------------
Operating costs and expenses:
Cost of products sold (excluding depreciation)............... 79,410,645 73,386,538 78,160,316
Selling and administrative................................... 18,571,174 19,861,111 19,705,698
Depreciation................................................. 5,165,983 5,083,885 5,633,584
---------------- ---------------- ----------------
103,147,802 98,331,534 103,499,598
---------------- ---------------- ----------------
Income from operations............................................ 5,698,614 5,976,770 9,798,965
Other income and (expense):
Gain (loss) on sale of investments........................... 6,489,738 -- (1,292,276)
Interest expense............................................. (925,627) (2,424,063) (3,526,721)
Other income (expense)--net.................................. (671,385) (717,673) (476,304)
---------------- ---------------- ----------------

Income from continuing operations
before taxes on income and cumulative
effect of accounting changes.................................... 10,591,340 2,835,034 4,503,664
(Benefit) provision for taxes on income........................... (1,380,000) (31,000) 3,600,000
---------------- ---------------- ----------------
Income from continuing operations before cumulative effect of
accounting changes.............................................. 11,971,340 2,866,034 903,664
Discontinued operations:
Loss from operations, including income tax
provisions of $69,000 in 1993, $531,000 in 1992 and
$1,475,000 in 1991......................................... (596,306) (5,082,714) (9,271,452)
Gain (loss) on disposal, net of an income
tax benefit of $4,600,000 in 1993 and
$2,700,000 in 1991......................................... (15,890,990) 291,071 (5,300,000)
Cumulative effect of accounting changes:
Postretirement benefits other than pensions.................. -- (6,638,000) --
Accounting for income taxes.................................. -- (6,200,000) --
---------------- ---------------- ----------------
Net income (loss) $ (4,515,956) $ (14,763,609) $ (13,667,788)
================ ================ ================

Net income (loss) per common share:
Continuing operations........................................ $ 1.25 $ .30 $ .09
Discontinued operations...................................... (1.72) (.50) (1.52)
Cumulative effect of accounting changes...................... -- (1.34) --
---------------- ---------------- ----------------
Net income (loss)................................................. $ (.47) $ (1.54) $ (1.43)
================ ================ ================

Weighted average number of common shares
outstanding..................................................... 9,577,621 9,577,621 9,577,621
================ ================ ================

Consolidated Statements of Retained Earnings (Deficit)

For The Year Ended December 31,
1993 1992 1991
---- ---- ----

Retained earnings (deficit) at beginning of year.................... $ (16,244,136) $ 1,154,429 $ 17,696,990
Net income (loss)................................................... (4,515,956) (14,763,609) (13,667,788)
--------------- --------------- ---------------
(20,760,092) (13,609,180) 4,029,202
Cash dividends declared, $.15 per share in 1993, $.275 per share in
1992 and $.30 per share in 1991................................... (1,437,374) (2,634,956) (2,874,773)
--------------- --------------- ---------------
Retained earnings (deficit) at end of year.......................... $ (22,197,466) $ (16,244,136) $ 1,154,429
=============== =============== ===============

See Notes to Consolidated Financial Statements.

Consolidated Statements of Cash Flows

For The Year Ended December 31,
1993 1992 1991
---- ---- ----

Cash flows from operating activities:
Net loss.................................................................. $ (4,515,956) $ (14,763,609) $ (13,667,788)
Adjustments to reconcile net loss to net cash flows from
operating activities:
Depreciation and amortization........................................... 6,295,985 8,312,828 8,832,598
(Gain) loss on sale of investments...................................... (6,489,738) -- 1,292,276
(Gain) loss on discontinued operations.................................. 20,490,990 (291,071) 19,003,011
Deferred income taxes................................................... (7,500,000) 2,400,000 (424,000)
Cumulative effect of accounting changes................................. -- 12,838,000 --
Other--net.............................................................. 248,898 628,580 467,220
(Increase) decrease in assets:
Accounts receivable.................................................. 1,942,788 5,604,927 (4,110,626)
Inventories.......................................................... 4,564,449 1,521,115 5,252,103
Other assets......................................................... 60,282 (1,268,204) 32,757
Increase (decrease) in liabilities:
Accounts payable..................................................... (2,036,533) (2,044,261) (2,637,865)
Accrued payrolls and employee benefits............................... 1,660,565 (962,113) (345,962)
Other liabilities.................................................... (2,491,232) (8,652,490) (5,511,379)
--------------- --------------- ---------------
Net cash flows from operating activities.................................. 12,230,498 3,323,702 8,182,345
--------------- --------------- ---------------

Cash flows from investing activities:
Proceeds from disposals of discontinued operations........................ 30,668,962 3,178,676 --
Collection of receivables resulting from sale of discontinued
operations.............................................................. -- 242,000 1,593,887
Proceeds from sales of investments........................................ 6,695,418 100,000 3,541,589
Purchase of investments................................................... -- (202,709) (120,000)
Purchases of property, plant and equipment................................ (2,410,482) (3,431,885) (7,047,116)
Proceeds from sales of property, plant and equipment...................... 136,265 471,101 220,998
--------------- --------------- ---------------
Net cash flows from investing activities.................................. 35,090,163 357,183 (1,810,642)
--------------- --------------- ---------------

Cash flows from financing activities:
Repayments of notes payable to bank....................................... (13,000,000) (1,500,000) --
Repayments of long-term debt.............................................. (26,622,869) (483,334) (1,251,114)
Dividends paid............................................................ (1,676,692) (2,874,770) (2,874,770)
--------------- --------------- ---------------
Net cash flows from financing activities.................................. (41,299,561) (4,858,104) (4,125,884)
--------------- --------------- ---------------

Effect of exchange rate changes on cash........................................ (36,752) 155,498 (8,331)
--------------- --------------- ---------------
Net increase (decrease) in cash and cash equivalents........................... 5,984,348 (1,021,721) 2,237,488
Cash and cash equivalents at beginning of year................................. 3,566,072 4,587,793 2,350,305
--------------- --------------- ---------------
Cash and cash equivalents at end of year....................................... $ 9,550,420 $ 3,566,072 $ 4,587,793
=============== =============== ===============

Supplemental information:
Interest payments......................................................... $ 951,495 $ 2,399,211 $ 3,571,286
Income tax payments (refunds)--net........................................ (120,162) 20,215 2,270,047

See Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

(DOLLARS STATED IN THOUSANDS)

Note 1--Accounting Policies:

Ampco-Pittsburgh Corporation's accounting policies conform to generally accepted
accounting principles. A summary of the significant accounting policies followed
by the Corporation is presented below to assist the reader in evaluating the
financial statements. Certain amounts for preceding periods have been
reclassified for comparability with the 1993 presentation.

Consolidation

All subsidiaries are wholly owned and are included in the consolidated financial
statements. Intercompany accounts and transactions are eliminated. Minority
investments in other entities over which the Corporation exercises significant
influence are accounted for by the equity method.

Cash and Cash Equivalents

Securities with purchased original maturities of three months or less are
considered to be cash equivalents. The Corporation maintains cash and cash
equivalents at various financial institutions which may exceed federally insured
amounts.

Inventories

Inventories are valued at cost, which is lower than market. Cost of domestic raw
materials, work-in-process and finished goods inventories is determined by the
last-in, first-out (LIFO) method. Cost of domestic supplies and foreign
inventories is determined by the first-in, first-out method.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost with depreciation computed on
the straight-line method over the estimated useful lives of the asset groups.
Expenditures that extend economic useful lives are capitalized. Gains or losses
are recognized on retirements or disposals. Routine maintenance is charged to
operating results.

Postretirement Benefits

Effective January 1, 1992, the Corporation changed the method of accounting for
postretirement benefits for its continuing operations in accordance with the
Statement of Financial Accounting Standards (SFAS) No. 106, "Accounting for
Postretirement Benefits Other than Pensions." This standard requires that the
expected cost of retiree health and life insurance benefits be charged to
expense during the years in which the employees render service rather than the
Corporation's past practice of recognizing these costs on a cash basis. See Note
8 regarding the impact of adoption.

Taxes on Income
Effective January 1, 1992, the Corporation adopted the method of accounting for
income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes."
SFAS No. 109 changed the criteria for measuring the provision for income taxes
and recording deferred tax assets and liabilities on the consolidated balance
sheet. See Note 11 regarding the impact of adoption.

Earnings Per Share
Net income per common share is computed on the basis of a weighted average
number of shares of stock outstanding during each period.

Note 2--Discontinued Operations:
Air Handling Group (AHG)
On May 6, 1993, the Corporation sold its air handling operations in the United
States, Canada, and Mexico to Howden Group, PLC for a cash purchase price of
$34,250. The transaction resulted in a pre-tax loss of $15,491.

The net sales of the AHG were $32,993 for the short period ended May 6, 1993,
$86,035 for 1992 and $108,049 for 1991. The net sales and related cost and
expenses were excluded from the Corporation's income from continuing operations
for the periods presented.

Northwestern Steel and Wire Company (Northwestern)
In 1992, the Corporation announced its intention to dispose of its interest in
Northwestern and consequently accounted for Northwestern as a discontinued
operation.

The Corporation originally owned 2,001,000 shares of Northwestern, acquired at a
cost of approximately $6,000 in 1988, representing a 24% interest that was
accounted for on the equity method. As a result of Northwestern's losses and
credit problems, which became apparent during 1991, the Corporation wrote down
its equity investment in 1991 by $5,426 in addition to recording its pro rata
share of Northwestern's losses of $5,577. In 1992, Northwestern found a
substantial new investor and, as part of a resulting recapitalization, the
Corporation sold 794,669 of its shares at $4.00 per share providing proceeds of
$3,179 and a gain on disposal of discontinued business assets of $2,791. In
1993, Northwestern exercised its option to purchase 100,000 of its shares from
the Corporation resulting in proceeds of $400

Note 2--Discontinued Operations
(continued)

and a gain of $351. In June 1993, Northwestern completed a public offering of
additional common stock at $8.00 per share, at which time the Corporation's
remaining shares were restricted from sale until December 1993.

At December 31, 1993, the Corporation had 1,106,331 shares of Northwestern at a
carrying value of $540. The Corporation intends to sell its shares in an orderly
manner, depending on market conditions. Subsequent to year end, through February
18, 1994, 243,500 shares have been sold, realizing proceeds of $2,779.
Northwestern is traded in the over-the-counter market and as of February 18,
1994 was quoted at $12.875 per share.

General
The Corporation periodically reevaluates the adequacy of its accruals for
liabilities of discontinued businesses and the realizability of remaining
assets. The Corporation increased its loss provision relating to previously
discontinued businesses by $5,000 in 1993. The provision is primarily due to
increases in estimates for costs of holding and preparing plant properties for
sale, workmen's compensation and legal costs. In 1992, a gain of $2,791 from the
sale of Northwestern shares was credited to discontinued operations partially
offset by a provision of $2,500. In 1991, a provision of $8,000 was made.
Management believes that the reserves at December 31, 1993, of $15,450 (of which
approximately $4,000 is in current liabilities) are sufficient to cover the
present value of costs anticipated and currently measurable. Payment in respect
of workmen's compensation and retiree health insurance is expected to be made
over an extended number of years. Although the Corporation believes it has
meritorious defenses, the outcome of litigation concerning a discontinued
business remains uncertain and no provision has been made (see Note 13).

Note 3--Investments:
On April 2, 1993, Amersham International PLC (Amersham) acquired United States
Biochemical Corporation (Biochem), including the Corporation's interest therein.
The Corporation owned a 20% interest in Biochem, which was accounted for by the
equity method. Amersham is an English public company whose major businesses are
engaged in life science, healthcare and industrial quality and safety assurance.
The proceeds to the Corporation were composed of cash of $6,500 and 212,861
common shares of Amersham valued at $2,300 and a contingent purchase price which
was not assigned a value. The Corporation recorded a gain of $6,490 with respect
to this transaction.

On January 19, 1994, Amersham agreed to make an immediate payment to satisfy
fully its obligation with respect to the contingent purchase price. The
Corporation, as a former Biochem shareholder, received cash of $814 and 52,466
shares of Amersham valued at $784 pursuant to this settlement. All of the
settlement proceeds will be recorded as a gain in the first quarter 1994.

On January 20, 1994, the Corporation sold 15,740 shares of Amersham for their
approximate carrying value of $240. The remaining 249,587 Amersham shares owned
by the Corporation are subject to sale restrictions with respect to 212,861
shares which cannot be sold prior to April 2, 1994 and 36,726 shares which
cannot be sold prior to April 30, 1996. The market value of the Amersham stock,
which trades in London, England, was equivalent to approximately $15.50 per
share on February 18, 1994.

Note 4--Inventories:

1993 1992
---- ----

Raw materials.......................... $ 4,541 $ 9,565
Work-in-process........................ 16,081 26,341
Finished goods......................... 5,614 7,039
Supplies............................... 1,937 2,697
---------- ----------
$ 28,173 $ 45,642
========== ==========

The reduction in inventories in 1993 was due principally to the inventories
included in the Corporation's sale of the AHG (see Note 2).

Inventories valued on the LIFO method are approximately the same as current cost
at December 31, 1993 and 1992. Approximately 83% of the inventory was valued
using the LIFO method in 1993 and 78% in 1992.

Note 5--Borrowing Arrangements:

1993 1992
---- ----

Payable to banks under the revolving
credit agreement (RCA)................. $ -- $ 24,000
Industrial development revenue bonds..... 2,133 4,756
--------- ----------
2,133 28,756
Less current maturities.................. 783 1,483
--------- ----------
Long-term debt........................... $ 1,350 $ 27,273
========= ==========

Note 5--Borrowing Arrangements
(continued)

The Corporation prepaid and terminated its RCA on May 6, 1993, using the
proceeds of the sale of the AHG. On September 30, 1993, the Corporation arranged
for a new RCA, which provides for a four year bank commitment of up to $15,000.
In addition, the Corporation maintains short-term lines of credit of
approximately $7,000.

Interest rate terms of the RCA are at the option of the Corporation and are
based principally at the prime rate or the London Inter-Bank Offered Rate or the
Federal Funds Rate plus 75 basis points and can include a combination of the
above. In addition, the Corporation also incurs a facility fee of .25% and a
commitment fee of .125% per year on the unused portion of the available credit
provided by the RCA. The weighted average interest rate, prior to the new RCA,
was 5.1% in 1993 and 5.3% in 1992.

The Corporation's RCA requires, among other things, the maintenance of certain
financial covenants including minimum net worth and ratios of interest coverage
and debt to equity. The Corporation is in compliance with the applicable bank
covenants as of December 31, 1993.

The industrial development authorities retain security interests relating to the
assets funded by the respective loans. The maturities of the Corporation's
industrial development revenue bonds are $783 in 1994 and $1,350 in 2002.

Note 6--Operating Leases:
The Corporation leases office space and certain production machinery and
computer equipment. Operating lease payments were $1,721 in 1993, $948 in 1992
and $1,063 in 1991. Operating lease payments for subsequent years are as
follows:

1994 $1,840 1997 $1,378
1995 1,796 1998 948
1996 1,477 Thereafter 1,511

Note 7--Employee Pension Plans:
The Corporation has noncontributory defined benefit pension plans covering
substantially all of its employees. Generally, the benefits are based on years
of service multiplied by either a fixed amount or a percentage of compensation.

The Corporation's funding policy with respect to the corporate-sponsored pension
plans covered by the Employee Retirement Income Security Act of 1974 (ERISA) is
to fund each year's pension expense on a basis that satisfies the maximum
amortization periods of ERISA, plus any additional amounts that the Corporation
may determine to be appropriate.

The net pension cost for the corporate-sponsored pension plans consists of the
following components:

1993 1992 1991
---- ---- ----

Service cost................. $ 1,042 $ 1,399 $ 1,362
Interest cost on projected
benefit obligation......... 5,620 7,815 7,641
Return on plan assets........ (6,772) (9,082) (8,638)
Net amortization and
deferral................... 418 122 148
--------- --------- ---------
Net pension cost............. $ 308 $ 254 $ 513
========= ========= =========

The reconciliation of the funded status, for pension plans in which assets
exceed the projected benefit obligation, is as follows:

1993 1992
---- ----

Actuarial present value of:
Vested benefit obligation......... $ 55,021 $ 80,780
========== ==========
Accumulated benefit obligation.... $ 57,228 $ 86,824
========== ==========
Projected benefit obligation...... $ 60,347 $ 90,534
Plan assets at fair value.............. 69,132 113,529
---------- ----------
Plan assets in excess of
projected benefit obligation......... 8,785 22,995
Unrecognized loss (gain)............... 6,417 (10,349)
---------- ----------
Prepaid pension........................ $ 15,202 $ 12,646
========== ==========

Assumptions used for the Corporation's defined benefit plans for the three years
ended December 31, 1993 include:

1993 1992 1991
---- ---- ----

Discount rate for projected
benefit obligation.............. 7.5% 9.0% 9.0%
Expected long-term rate of return
on assets....................... 9.0% 10.0% 10.0%
Rate of increases in
compensation.................... 3.0% 4.5% 4.5%

The changes in the above pension assumptions for 1993 are expected to increase
pension expense in 1994 by $650.

Note 7--Employee Pension Plans
(continued)

The pension plans' assets principally comprise:

(Percent)
1993 1992
---- ----

United States and Canadian
government obligations..................... 7.2 13.6
Industrial and financial obligations......... 23.2 22.8
Preferred and common stocks.................. 67.5 61.7
Miscellaneous and temporary
investments................................ 2.1 1.9
----- -----
100.0 100.0
===== =====

The 1993 sale of the AHG included the transfer of pension assets of $36,298 and
caused an increase in the prepaid pension of $2,600 due to the settlement and
curtailment of employee pension obligations.

The reconciliation of the funded status, for a pension plan in which the
projected benefit obligation exceeds assets, is as follows:

1993 1992
---- ----

Actuarial present value of:
Vested benefit obligation............ $2,041 $1,194
====== ======
Accumulated benefit obligation....... $2,158 $1,282
====== ======
Projected benefit obligation......... $2,447 $1,718
Plan assets............................... -- --
------ ------
Projected benefit obligation in excess of
plan assets............................. 2,447 1,718
Unrecognized loss......................... (289) (436)
------ ------
Accrued pension cost included in other
noncurrent liabilities.................. $2,158 $1,282
====== ======

Note 8--Postretirement Benefits Other Than Pensions:
The Corporation provides postretirement health care benefits principally to the
bargaining groups of one subsidiary (the Plan). The Plan covers participants and
their spouses and/or dependents who retire under the existing pension plan on
other than a deferred vested basis and at the time of retirement have also
rendered 15 or more years of continuous service irrespective of age. Other
health care and life insurance benefits are provided to retirees under other
plans no longer being offered by the Corporation. Retiree life insurance is
still being provided to substantially all retirees. Postretirement benefits with
respect to health care are subject to certain Medicare offsets.

The Corporation also provides benefits to former employees of discontinued
operations. This obligation had been estimated at the time of disposal and was
included as a component of the liability for discontinued operations. See Note
2--Discontinued Operations.

The Corporation adopted SFAS No. 106 effective January 1, 1992, and recorded
the cumulative effect of the accounting change as a one-time, non cash charge
against earnings of $6,638, which was net of a tax benefit of $3,800. This
cumulative adjustment represented the after tax discounted present value of
future retiree health and life insurance benefits attributed to employees'
service rendered prior to that date.

The Corporation's postretirement health care and life insurance plans are
unfunded.

The Corporation's accumulated postretirement benefit obligation (APBO) consists
of the following:

1993 1992
---- ----

APBO attributable to:
Current retirees.................. $ 5,359 $ 5,998
Fully eligible active plan
participants.................... 1,368 1,216
Other plan participants........... 4,605 4,139
------- -------
Total APBO............................. 11,332 11,353
Unrecognized loss...................... (882) --
------- -------
Accrued retiree benefits............... $10,450 $11,353
======= =======

Accrued retiree benefits are principally classified in other noncurrent
liabilities. During 1993, approximately $1,600 of accrued retiree benefits were
transferred with the sale of the AHG.

The net postretirement benefit cost consists of the following components:

1993 1992
---- ----

Immediate recognition of
transition obligation................ $ -- $10,438
Service cost........................... 245 259
Interest on APBO....................... 804 937
------ -------
Net postretirement benefit cost........ $1,049 $11,634
====== =======

The following assumptions were utilized for measurement purposes of the APBO.

1993 1992
---- ----

Medical inflation rate..................... 13.0% 15.0%
Gradual reduction to the year 2001 and
to remain level thereafter.......... 5.5% 7.0%
Discount rate.............................. 7.5% 9.0%

Note 8--Postretirement Benefits Other
Than Pensions (continued)

The 1993 change in assumptions will have minimal impact on the annual benefit
expense.

A 1% change in the medical inflation rate would impact the APBO and the annual
benefit expense by approximately $1,000 and $300.

Note 9--Authorized and Issued Shares:
Each outstanding share of common stock carries one Preference Share Purchase
Right (a Right). The Rights are designed to assure that all shareholders receive
equal treatment in the event of an acquisition of the Corporation or a change in
control. Under certain circumstances, each Right entitles the shareholder to buy
1/100 of a share of Series A Preference Stock at a $36.00 exercise price. The
Rights are exercisable only if a party acquires beneficial ownership of 20% or
more (or offers to acquire 30% or more) of the Corporation's common stock.

After the Rights become exercisable, if anyone acquires 30% or more of the
Corporation's stock or assets, merges into the Corporation or engages in certain
other transactions, each Right may be used to purchase shares of the
Corporation's common stock (or, under certain conditions, the acquirer's common
stock) worth twice the exercise price. The Corporation may redeem the Rights,
which expire in November 1998, for five cents per Right under certain
circumstances. At December 31, 1993, there are 3,000,000 shares of unissued
preference stock, of which 100,000 shares have been designated as Series A
Preference Stock for issuance in connection with these Rights.

Note 10--Fair Value of Financial Instruments:
The Corporation's financial instruments are composed principally of investments
in Northwestern (see Note 2) and Amersham (see Note 3). The fair market value of
these investments, based on quoted trading prices at December 31, 1993, was
approximately $14,300, with carrying values aggregating $2,840.

The fair value of other financial instruments classified as current assets or
current liabilities approximates their carrying values due to the short-term
maturities of these instruments.

Note 11--Taxes on Income:
As indicated in Note 1, the Corporation adopted SFAS No. 109 effective January
1, 1992 and recorded the accounting change as a one-time non cash charge of
$6,200.

In 1991, the Corporation accounted for income taxes using Accounting Principles
Board Opinion No. 11. Accordingly, the tax provision principally reflected a
charge in lieu of income taxes for that year.

The (benefit) or provision for taxes on income from continuing operations
consists of the following:

1993 1992 1991
---- ---- ----

Current:
Federal.................... $ 946 $ (358) $ 823
State and local............ 425 155 400
Foreign.................... 149 172 375
--------- --------- ---------
1,520 (31) 1,598
Deferred federal................ (2,900) -- 2,002
--------- --------- ---------
$ (1,380) $ (31) $ 3,600
========= ========= =========

The total (benefit) or provision for taxes on income, including the effect of
accounting changes in 1992, consists of the following:

1993 1992 1991
---- ---- ----

Current:
Federal................... $ 946 $ (358) $ 823
State and local........... 425 155 400
Foreign................... 218 703 1,576
--------- --------- ---------
1,589 500 2,799
Deferred federal............... (7,500) 2,400 (424)
--------- --------- ---------
$ (5,911) $ 2,900 $ 2,375
========= ========= =========

The deferred federal tax benefit of $2,900 recorded in 1993 in continuing
operations resulted from an adjustment to the beginning of the year valuation
allowance because of a change in judgment, principally with regard to the
Corporation's ability to realize certain capital gains in the future. These
factors also led management to conclude that a portion of the income tax
benefits attributed to the loss on the sale of the AHG in 1993 should be
recognized. Such benefits were recorded in the fourth quarter of 1993 in the
loss on disposal of discontinued operations.

Note 11--Taxes on Income
(continued)

Deferred tax assets and liabilities comprise the following:

Assets 1993 1992
---- ----

Net operating loss
carryforward........................ $ 6,099 $ 12,682
Employment-related liabilities........ 5,846 5,267
Capital loss carryforward............. 9,962 6,444
Discontinued operations accrual....... 6,801 4,448
Tax credits carryforward.............. 2,571 2,216
Inventories........................... 313 995
Accruals in advance of tax
deductions.......................... 360 430
Other................................. -- 67
---------- ----------
Gross deferred tax assets............. 31,952 32,549
Valuation allowance................... (6,909) (10,401)
---------- ----------
25,043 22,148
---------- ----------

Liabilities
- - -----------

Depreciation.......................... (13,956) (16,692)
Prepaid pension....................... (6,631) (4,706)
Deferred intercompany gains........... -- (3,794)
Foreign deferred tax.................. (1,046) (1,095)
---------- ----------
Gross deferred tax liabilities........ (21,633) (26,287)
---------- ----------
Net deferred tax asset
(liability)......................... $ 3,410 $ (4,139)
========== ==========

The net deferred tax asset for 1993 is principally classified in other current
assets. The net deferred tax liability for 1992 is prinicipally classified in
other noncurrent liabilities.

For federal income tax purposes, the Corporation has the following unused
carryforwards at December 31, 1993:

Expiration
Type Amount Dates
- - ---- ------ ----------

Regular tax net operating loss...... $ 17,425 2001-2007
Alternative minimum tax net
operating loss.................... 13,161 2001-2007
Capital loss........................ 23,567 1998
Investment tax credit............... 1,478 1996-2000
Alternative minimum tax credit...... 1,076 unlimited

The income (loss) from continuing operations before income taxes and cumulative
effect of accounting changes was as follows:

1993 1992 1991
---- ---- ----

U.S. Operations............... $ 10,680 $ 2,057 $ 3,476
Foreign operations............ (89) 778 1,028
---------- --------- ---------
$ 10,591 $ 2,835 $ 4,504
========== ========= =========

The tax provision reflects the effective rates of the various taxes on income
based on its source (foreign or domestic). The difference between the U.S.
federal income tax statutory rate and the Corporation's effective income tax
rate on continuing operations is as follows:

(Percent)
1993 1992 1991
---- ---- ----

Computed at statutory rate............ 35.0 34.0 34.0
Foreign income taxes.................. 1.4 8.7 0.6
Net operating loss
carryforward........................ -- (34.0) --
Federal tax benefit................... -- (15.3) --
Capital loss.......................... -- -- 9.8
State income taxes.................... 4.0 5.5 5.9
Permanent differences................. -- -- 9.7
Valuation reserve..................... (63.2) -- --
Other--net............................ 9.8 -- 20.0
----- ----- ----
(13.0) (1.1) 80.0
===== ===== ====

The deviation in tax provision from the statutory rate in 1993 was due
principally to the use of operating and capital loss carryforwards against the
1993 income from continuing operations. In addition, a tax benefit related to
other loss and credit carryforwards was recognized because of a change in
judgment, principally with regard to the Corporation's ability to realize
certain capital gains in the future.

Note 12--Foreign Currency Translation Adjustments:
Assets and liabilities of foreign operations are translated at the current
year-end exchange rate and the statements of income are translated at the
average exchange rate for the year. Gains or losses resulting from translating
foreign currency financial statements are accumulated as a separate component of
shareholders' equity until the entity is sold or substantially liquidated.

Cumulated translation adjustments included as a component of shareholders'
equity are as follows:

Increase
(decrease)
----------

December 31, 1990............................... $ (121)
1991 translation adjustment................ 372
-------
December 31, 1991............................... 251
1992 translation adjustment................ (1,832)
-------
December 31, 1992............................... (1,581)
Sale of discontinued businesses............ 4,372
1993 translation adjustment................ (1,361)
-------
December 31, 1993............................... $ 1,430
=======

Note 13--Litigation:
The Corporation's subsidiary, Vulcan Inc. (Vulcan), is a 50% general partner in
Valley-Vulcan Mold Company (Valley), a partnership, which filed under Chapter 11
of the U.S. Bankruptcy Code in 1990. Valley, in connection with its formation,
assumed certain obligations of each of the partners, including Vulcan's
obligation to pay an industrial revenue bond. A portion of the latter
obligation, however, has been paid by the Corporation pursuant to a guaranty
given at the time of Valley's formation, which guaranty was secured by all of
Valley's assets. There is pending against the Corporation and its subsidiary, as
well as others, an adversary proceeding brought by the unsecured creditors
committee to set aside the Corporation's liens, to hold the Corporation and
Vulcan liable for debts of Valley, and for return of certain funds received in
connection with Valley's formation. The trial with respect to this matter was
held the week of October 4, 1993 and post-trial briefs have been filed. The
court has not yet rendered its decision. The Corporation and its legal counsel
believe it has meritorious defenses to this action. Management does not believe
that the resolution of the litigation will have a material effect on the
Corporation's financial position.

Note 14--Environmental Matters:
There are various environmental proceedings which involve discontinued
operations. In some of those proceedings, the Corporation has been designated as
a potentially responsible party; however, the Corporation believes that in each
instance it is a de minimis participant based on information known to date.

The Corporation has various discontinued operation plant sites which are held
for sale. As part of the reserves for discontinued operations (see Note 2), an
estimated liability of $2,000 has been recorded for anticipated site restoration
costs.

While it is not possible to quantify with certainty the potential of actions
regarding environmental matters, in the opinion of management, compliance with
the present environmental protection laws will not have a material adverse
effect on the financial condition of the Corporation.

Note 15--Related Party Transactions:
The Corporation bought industrial supplies from, and was paid for administrative
services by, The Louis Berkman Company in the total of $926 in 1993, $590 in
1992 and $469 in 1991. Louis Berkman, Marshall L. Berkman and Robert A. Paul are
shareholders, officers and directors in that company as well as of the
Corporation. Transactions between the parties will take place in 1994.

Note 16--Business Segment Information:
The Corporation is in one business segment that manufactures and sells
engineered products, manufactured and sold by Union Electric Steel Corporation,
Aerofin Corporation, Buffalo Pumps, Inc. and New Castle Industries, Inc.
Included in the segment information are U.S. and non-U.S. operations. Non-U.S.
operations consist of a wholly-owned subsidiary in Belgium. The following table
has been adjusted to include continuing operations only with the exception of
identifiable assets which include the AHG in 1992 and 1991 (see Note 2).

U.S. Non-U.S.
Total operations operations
-------- ---------- ----------

1993
- - ----
Net sales *............. $108,846 $101,281 $13,321
Identifiable assets..... 138,494 125,896 12,598
Capital expenditures.... 1,977 1,768 209
Depreciation............ 5,166 4,775 391
Contributions to
operating income...... 5,699 5,524 175

1992
- - ----
Net sales*.............. $104,308 $ 92,575 $17,781
Identifiable assets..... 193,292 161,716 31,576
Capital expenditures.... 2,678 1,681 997
Depreciation............ 5,084 4,641 443
Contributions to
operating income...... 5,977 4,755 1,222

1991
- - ----
Net sales*.............. $113,299 $104,339 $17,036
Identifiable assets..... 209,978 173,650 36,328
Capital expenditures.... 4,627 3,332 1,295
Depreciation............ 5,634 5,136 498
Contributions to
operating income...... 9,799 8,242 1,557

*Total net sales exclude intercompany sales of: $5,756 in 1993, $6,048 in 1992
and $8,076 in 1991.

Included in identifiable assets of U.S. operations are amounts attributable to
either investments or discontinued operations of $10,112 in 1993, $10,787 in
1992 and $13,660 in 1991. The Corporation entered into operating leases for
certain domestic production machinery with a total value of $2,800 in 1993 and
$2,900 in 1992.

Management's Discussion and Analysis of Financial
Condition and Results of Operations

1993 Compared to 1992
Financial Condition

As compared to year-end 1992, all balance sheet amounts have changed
significantly due principally to the sale of the Corporation's air handling
group (AHG) to Howden Group, PLC and the sale of the Corporation's investment in
United States Biochemical Corporation (Biochem). See Notes to Consolidated
Financial Statements--Notes 2 and 3.

Current assets decreased by $27,169,000 due principally to the disposed assets
(other than cash) of the AHG of $28,896,000. Cash and cash equivalents were
increased by $5,984,000 due to cash flows from operating activities and certain
of the proceeds from the sale of the AHG and Biochem after debt liquidation.

Current liabilities decreased by $22,134,000 due principally to reductions in
notes payable and current maturities of long-term debt of $13,700,000, resulting
from the application of certain of the proceeds from the sale of the AHG and the
reduction in the current liabilities of $8,991,000 assumed by the Howden Group
in that same transaction.

Property, plant and equipment decreased by $30,417,000, of which $24,942,000 was
due to the divestiture of the AHG, with the balance due principally to
provisions for depreciation in excess of capital expenditures and the
reclassification of properties held for sale of $859,000.

The AHG transaction created an increase in the prepaid pension of approximately
$2,600,000 due to the settlement and curtailment of the AHG employee pension
obligations, see Notes to Consolidated Financial Statements--Note 7.

Long-term debt was reduced by $25,923,000 principally as a result of prepayment
of the Corporation's revolving credit agreement from the AHG proceeds.

The change in translation and other adjustments included in shareholders' equity
of $2,795,000 was principally due to the disposition of the Canadian and Mexican
operations of the AHG; see Notes to Consolidated Financial Statements--Note 12.

1993 Compared to 1992
Operations

In 1993, the Corporation sold its air handling group (AHG) to Howden Group, PLC
(see Notes to Financial Statements--Note 2). The operating results were restated
to reflect continuing operations.

Net sales for 1993 of $108,846,000 compare with $104,308,000 for 1992. Sales of
domestic operations increased 10.0%. However, shipments of the Corporation's
Belgian roll-making operation were $4,460,000 lower than in the prior year
reflecting weaker economic conditions in Europe. The order backlog at December
31, 1993 of $56,300,000 is $8,400,000 lower than at the end of the prior year.
Management believes that the reduction principally reflects shorter lead-time
ordering patterns of customers.

The cost of products sold, excluding depreciation, in relationship to net sales
was 73.0% in 1993 and 70.4% in 1992. The increase in 1993 was in part due to
reduced margins as a result of continuing competitive pricing pressures. In
addition, planned inventory reductions resulted in lower production levels and
the consequential lower fixed cost absorption.

Selling and administrative expenses were 6.5% lower in 1993. Selling expenses in
particular benefitted from elimination of charges for services previously
provided by the AHG. This was in part offset by an increase in the Corporation's
volume of commissionable sales. Administrative expenses were lower as a result
of increased fee income received for services provided by the Corporation to
others.

Depreciation expense of $5,166,000 in 1993 compares with $5,084,000 in 1992.

Due to the above, income from operations was $5,699,000 in 1993 and $5,977,000
in 1992. The reduction in income from operations for 1993 occurred even though
sales increased for the period due principally to the increase in the product
cost relationship to sales discussed above and lower earnings from the Belgian
roll-making operation.

For a discussion of the gain on sale of Biochem in 1993, see Notes to
Consolidated Financial Statements--Note 3.

Interest expense was $926,000 in 1993 compared with $2,424,000 in 1992. The
reduction in 1993 was due principally to the use of proceeds from dispositions
to prepay bank debt.

Other income (expense)--net was $(671,000) in 1993 as compared with $(718,000)
in 1992. Included in other income (expense)--net are charges of $(1,000,000) in
1993 and $(800,000) in 1992 for the
16

Management's Discussion and Analysis of Financial
Condition and Results of Operations
(continued)
accretion, from present values, on long-term discontinued business reserves.
Also reflected in 1993 are interest earnings from invested cash balances.

For a discussion concerning the benefit for taxes on income in 1993, see Notes
to Consolidated Financial Statements--Note 11.

For a discussion regarding discontinued operations, see Notes to Consolidated
Financial Statements--Note 2.

For a discussion with respect to the cumulative effect of accounting changes,
see Notes to Consolidated Financial Statements--Notes 1, 8 and 11.

As a result of all of the above, the Corporation had a net loss of $4,516,000 in
1993 compared with a net loss of $14,764,000 in 1992.

Liquidity and Capital Resources
As previously discussed, the Corporation received $34,250,000 and $6,500,000
cash, respectively, from the sales of the AHG and its investment in Biochem (see
Notes to Consolidated Financial Statements--Notes 2 and 3). The sale of the AHG
was a stock transaction which included cash balances of businesses sold of
$3,981,000, resulting in net cash to the Corporation of $30,269,000. The
proceeds were principally applied to prepay bank debt.

Net cash flows from operating activities were positive for 1993 at $12,230,000
and compare with positive cash flows of $3,324,000 for 1992. Included in 1993
were cash inflows from working capital changes net of payments associated with
discontinued operations of $3,700,000, compared with a net cash outflow of
$5,800,000 in 1992.

The net cash flows from investing activities of $35,090,000 in 1993 were due to
sale of the AHG and Biochem, previously discussed, partially offset by purchases
of equipment.

Cash outflows with respect to financing activities of $41,300,000 reflect the
application of proceeds from the AHG and Biochem transactions to the prepayment
of bank debt and dividends.

As a result of all of the above, cash and cash equivalents increased by
$5,984,000 in 1993.

Capital expenditures for 1993 totaled $2,410,000 compared with $3,432,000 for
1992. The capital expenditures include payments with respect to the AHG of
$434,000 in 1993 and $754,000 in 1992. The Corporation entered into operating
leases for certain production machinery with a total value of $2,800,000 in 1993
and $2,900,000 in 1992. Depreciation expense for continuing operations was
$5,166,000 for 1993 and $5,084,000 for 1992. Capital appropriations carried
forward from 1993, which principally comprise normal replacements, upkeep of
assets and improvements, total $1,157,000.

The Corporation maintains short-term lines of credit and a revolving credit
agreement in excess of the cash needs of its businesses. The total available at
December 31, 1993 was $22,000,000--see Notes to Consolidated Financial
Statements--Note 5.

See Notes to Consolidated Financial Statements--Notes 2 and 3 for discussion
relative to the stock held in Northwestern Steel and Wire and Amersham.

With respect to environmental concerns, the Corporation has been named a
potentially responsible party at several sites by federal, state and local
authorities. The Corporation has accrued for costs of remedial actions it would
likely be required to take. In addition, the Corporation has provided for
environmental clean-up costs related to preparing for sale its discontinued
business facilities. While it is not possible to quantify with certainty the
potential of actions regarding environmental matters, particularly any future
remediation and other compliance efforts, in the opinion of management,
compliance with the present environmental protection laws will not have a
material adverse effect on the financial condition of the Corporation (also see
Notes to Consolidated Financial Statements--Note 14).

The nature and scope of the Corporation's business bring it into regular contact
with a variety of persons, businesses and government agencies in the ordinary
course of business. Consequently, the Corporation and its subsidiaries from time
to time are named in various legal actions. The Corporation does not anticipate
that its financial condition will be materially affected by the costs of known,
pending or threatened litigation (also see Notes to Consolidated Financial
Statements--Note 13).

Accounting Standards
Effective January 1, 1994, corporations are required to adopt SFAS No. 112,
"Employers Accounting for Postemployment Benefits." The adoption of this
statement in 1994 will not have a significant effect on the Corporation's income
or financial position.

Effective January 1, 1994, corporations are required to adopt SFAS No. 115,
"Accounting for Certain
17

Management's Discussion and Analysis of Financial
Condition and Results of Operations
(continued)
Investments in Debt and Equity Securities." The new standard will change the
carrying basis for certain equity and debt securities. The Corporation intends
to adopt SFAS 115 in 1994, consistent with the required adoption period.

Among its provisions, SFAS 115 requires certain equity securities to be
classified as "trading securities" with unrealized gains and losses included in
earnings. The Corporation maintains no trading securities. Certain other equity
securities are to be classified as "available-for-sale" and reported at fair
value, with unrealized gains and losses to be shown as a separate component of
shareholders' equity. The Northwestern and Amersham shares held by the
Corporation will be classified as "available for sale" (see Notes to
Consolidated Financial Statements--Note 10).

1992 Compared to 1991
Operations
The results for 1992 and 1991 were restated due to the sale of the AHG.
Accordingly, the comparisons below are to continuing operations.

Net sales for 1992 of $104,308,000 compare with $113,299,000 for 1991. The 8.0%
reduction of $8,991,000 results from continued weakness in the markets served by
the Corporation. The Corporation was affected by reduction in demand from
domestic steel producers. The order backlog at December 31, 1992 of $64,700,000
is slightly higher than at the end of 1991 of $62,100,000. The Corporation's
business is cyclical in nature and tends to lag a general upturn in the economy
by a considerable period of time.

The cost of products sold, excluding depreciation, in relationship to net sales
was 70.4% in 1992 and compares with 69.0% in 1991. The erosion of margins
principally results from the reduction in sales and severe pricing competition
that impacted the ability of the Corporation to recover cost increases. An
additional expense of $800,000, approximating 0.7% of margin, was charged to
cost of products sold in 1992 for health and life insurance benefits as a result
of adoption of SFAS 106 (see Notes to Consolidated Financial Statements--Note
8).

Selling and administrative expenses were $19,861,000 in 1992 and $19,706,000 in
1991.

Depreciation expense of $5,084,000 in 1992 compares with $5,634,000 in 1991. The
decrease in 1992 was due principally to a change in accounting estimate of the
useful lives of machinery and equipment.

Due to the above, income from operations was $5,977,000 in 1992 and $9,799,000
in 1991.

In 1991, the Corporation incurred a further loss on the final disposition of its
investment in Midway Airlines, Inc. of $1,292,000.

Interest expense in 1992 was reduced by $1,103,000, to $2,424,000, due
principally to lower interest rates in 1992.

For a discussion concerning the cumulative effects of accounting changes, see
Notes to Consolidated Financial Statements--Notes 8 and 11.

For a discussion concerning discontinued operations, see Notes to Consolidated
Financial Statements-- Note 2.

As a result of all of the above, the Corporation had a net loss of $14,764,000
for 1992, compared to a net loss of $13,668,000 in 1991.

Statement of Cash Flows
Net cash flow from operating activities decreased to $3,324,000 in 1992 from
$8,182,000 in 1991. This decrease was attributable to lower operating income
experienced during 1992. Net cash outflow from working capital changes and
payments associated with discontinued operations was $3,400,000 in 1992 compared
to $7,745,000 in 1991.

The cash flow from investing activities of $357,000 principally was composed of
proceeds from the sale of shares in Northwestern Steel and Wire Company (see
Notes to Consolidated Financial Statements-- Note 2) of $3,179,000 plus $610,000
of other items, partially offset by purchases of equipment of $3,432,000.

The cash outflow from financing activities consisted of repayment of debt of
$1,983,000 and dividend payments of $2,875,000.

After favorable exchange rate changes on cash of $155,000, the effect of the
above was to decrease cash and cash equivalents by $1,022,000.

Quarterly Information--Unaudited

First Second Third Fourth
Quarter Quarter Quarter Quarter Year
------- ------- ------- ------- ----

1993
- - ----
Net sales.................................... $ 28,836,338 $ 29,385,361 $ 23,699,768 $26,924,949 $108,846,416
Gross profit (1)............................. 7,206,774 7,787,799 6,488,391 7,952,807 29,435,771
Income from operations....................... 761,884 1,807,980 1,104,346 2,024,404 5,698,614
Income from continuing
operations (2)............................. 37,833 7,660,062 903,553 3,369,892 11,971,340
Discontinued operations (3).................. 184,027 (16,271,323) -- (400,000) (16,487,296)
Net income (loss)............................ 221,860 (8,611,261) 903,553 2,969,892 (4,515,956)
Per common share:
Continuing operations...................... -- .80 .09 .35 1.25
Discontinued operations.................... .02 (1.70) -- (.04) (1.72)
Net income (loss).......................... .02 (.90) .09 .31 (.47)
1992
- - ----
Net sales.................................... $ 26,052,292 $ 26,385,548 $ 25,574,188 $26,296,276 $104,308,304
Gross profit (1)............................. 8,583,261 8,218,274 7,606,040 6,514,191 30,921,766
Income from operations....................... 2,361,890 1,691,890 1,351,889 571,101 5,976,770
Income from continuing
operations before cumulative
effect of accounting changes............... 1,198,197 941,778 445,010 281,049 2,866,034
Discontinued operations (4).................. (660,687) 159,019 (57,974) (4,232,001) (4,791,643)
Cumulative effect of accounting
changes.................................... (12,838,000) -- -- -- (12,838,000)
Net income (loss) (5)........................ (12,300,490) 1,100,797 387,036 (3,950,952) (14,763,609)
Per common share:
Continuing operations...................... .12 .10 .04 .03 .30
Discontinued operations.................... (.07) .01 -- (.44) (.50)
Cumulative effect of accounting
changes................................. (1.34) -- -- -- (1.34)
Net income (loss).......................... (1.29) .11 .04 (.41) (1.54)

Notes

1. Gross profit as used herein does not include a charge for depreciation.

2. Continuing operations in 1993 include a gain from the sale of an investment
of $6,490,000 in the second quarter and a tax benefit of $1,720,000 in the
fourth quarter.

3. Discontinued operations in 1993 include a loss on disposal of the
Corporation's air handling operations of $15,491,000 in the second quarter.
The fourth quarter of 1993 included an increase in reserves for previous
disposals of $5,000,000, offset by $4,600,000 of tax benefits associated with
1993 losses from discontinued operations.

4. The third quarter of 1992 includes a gain from discontinued operations
comprising a gain from the sale of certain shares in Northwestern Steel and
Wire Company of $2,791,000, partially offset by loss provisions relating to
previously discontinued operations of $2,500,000. The fourth quarter of 1992
includes losses incurred by the air handling operations which were sold in
1993.

5. Net income (loss) in 1992 includes charges totaling $12,838,000 in the first
quarter due to the cumulative effect of accounting changes for retirees'
health and life insurance benefits and deferred income taxes.

Five-Year Summary of Selected Financial Data

Year ended December 31,
1993 1992 1991 1990 1989
---- ---- ---- ---- ----

Net sales*.............................. $ 108,846,416 $ 104,308,304 $ 113,298,563 $ 113,524,833 $ 111,522,107
Income from operations*................. 5,698,614 5,976,770 9,798,965 11,010,137 12,297,460
Income (loss) from continuing
operations*........................... 11,971,340 2,866,034 903,664 (9,210,678) 2,608,137
Discontinued operations................. (16,487,296) (4,791,643) (14,571,452) 6,125,830 6,723,357
Cumulative effect of accounting
changes............................... -- (12,838,000) -- -- --
Extraordinary tax credit................ -- -- -- 3,590,000 3,900,000
Net income (loss)....................... (4,515,956) (14,763,609) (13,667,788) 505,152 13,231,494
Total assets............................ 138,494,114 193,291,690 209,978,401 229,039,942 261,225,443
Long-term debt.......................... 1,350,000 27,272,869 27,756,203 28,434,644 57,006,406
Shareholders' equity.................... 91,150,230 94,308,590 113,539,315 129,709,308 126,462,576
Per common share:
Income (loss) from continuing
operations......................... 1.25 .30 .09 (.96) .27
Discontinued operations............... (1.72) (.50) (1.52) .64 .70
Cumulative effect of
accounting changes................. -- (1.34) -- -- --
Extraordinary tax credit.............. -- -- -- .37 .41
Net income (loss)..................... (.47) (1.54) (1.43) .05 1.38
Cash dividends declared............... .15 .275 .30 .30 .30
Shareholders' equity.................. 9.52 9.85 11.85 13.54 13.20
Market price at year end.............. $ 7.125 $ 9.00 $ 7.75 $ 6.50 $ 11.50
Weighted average shares
outstanding and at year end........... 9,577,621 9,577,621 9,577,621 9,577,621 9,577,621
Number of shareholders.................. 1,738 1,873 1,976 2,056 2,104
Number of employees..................... 949 1,950 2,068 2,131 2,314

*Reclassified to reflect continuing operations

Common Stock Information
The shares of common stock of Ampco Pittsburgh Corporation are traded on the New
York Stock Exchange and on the Philadelphia Stock Exchange (symbol AP). Cash
dividends have been paid on common shares in every year since 1965.

1993 1992
--------------------------------- -----------------------------------
Dividends Dividends
Quarter High Low Declared High Low Declared
- - ------- ---- --- --------- ---- --- ---------

First $10 1/4 $6 3/4 $.050 $ 9 $ 6 $.075
Second 8 1/4 6 1/4 .050 9 1/4 7 .075
Third 7 3/4 6 1/2 .025 7 3/4 5 7/8 .075
Fourth 7 3/8 6 1/2 .025 8 1/8 6 7/8 .050
Year 10 1/4 6 1/4 .150 9 1/4 5 7/8 .275

Graphics Appendix List

Page Where
Graphic Appears Description of Graphic or Cross-Reference
- - --------------- -------------------------------------------------------------
Page 2 Photos appear on page 2 and are described in the
accompanying paragraph.

Page 3 Photos appear on page 3 and are described in the
accompanying paragraph.

Page 4 Photos appear on page 4 and are described in the
accompanying paragraph.